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Full Year Financial Statement And Dividend Announcement For The Period Ended 31/12/2003

BackFeb 21, 2004

PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3),
        HALF-YEAR AND FULL YEAR RESULTS


1(a) An income statement (for the group) together with a comparative statement for the
      corresponding period of the immediately preceding financial year.
      Group
      (S$'000)
      Group
      (S$'000)
      % Increase/ (Decrease)
      Jan- Dec 2003
      Jan- Dec 2002
      Revenue
      139,590
      112,090
      24.53
      Costs and expenses
      Changes in inventories of finished goods
      (3,310)
      6,029
      NM
      Raw materials and consumables used
      (63,403)
      (57,775)
      9.74
      Staff costs
      (9,897)
      (7,013)
      41.12
      Depreciation and amortisation expenses
      (1,471)
      (1,007)
      46.08
      Impairment loss
      (596)
      (137)
      NM
      Foreign exchange loss
      (1,305)
      (1,739)
      (24.96)
      Other operating expenses (Note 1)
      (46,158)
      (30,839)
      49.67
      Other income
      202
      596
      (66.11)
      Total costs and expenses
      (125,938)
      (91,885)
      37.06
      Profit from operating activities
      13,652
      20,205
      (32.43)
      Finance costs
      (89)
      (53)
      67.92
      Share of loss of associated company
      (120)
      (231)
      (48.05)
      Profit from ordinary activities before taxation
      13,443
      19,921
      (32.52)
      Taxation (Note 2)
      (1,800)
      (3,583)
      (49.76)
      Minority interests, net of taxation
      (1,480)
      (1,544)
      (4.15)
      Net profit for the year
      10,163
      14,794
      (31.30)


      NM - Not meaningful

      Note 1: Included in other operating expenses is provision for doubtful debts of S$1,406,000 (2002:S$35,000) mainly due to the frozen seafood business.

      Note 2: The reduction in effective tax rate was due to tax incentives enjoyed by the subsidiary companies.


1(b)(i) A balance sheet (for the issuer and group), together with a comparative statement
      as at the end of the immediately preceding financial year.
      Group
      Group
      Company
      Company
      31/12/2003
      (S$'000)
      31/12/2002
      (S$'000)
      31/12/2003
      (S$'000)
      31/12/2002
      (S$'000)
      Assets Less Liabilities
      Non-Current Assets
      Fixed assets
      13,459
      11,994
      -
      -
      Investments in subsidiary companies
      -
      -
      12,519
      12,676
      Investment in associated company
      1,142
      448
      1,082
      428
      Deferred tax assets
      922
      218
      -
      -
      Intangible assets
      39
      59
      -
      -
      15,562
      12,719
      13,601
      13,104
      Current Assets
      Cash and bank balances
      11,825
      8,122
      30
      47
      Trade receivables
      20,591
      15,880
      -
      -
      Prepayments, other deposits and other receivables
      2,370
      3,840
      16
      108
      Amounts due from subsidiary companies
      -
      -
      18,118
      21,306
      Amount due from associated company
      188
      991
      188
      991
      Inventories
      23,633
      29,221
      -
      -
      58,607
      58,054
      18,352
      22,452
      Current Liabilities
      Trade payables
      (7,920)
      (10,619)
      -
      -
      Bills payable
      -
      (167)
      -
      -
      Other payables
      (3,379)
      (4,210)
      (234)
      (211)
      Amount due to associated company
      (37)
      -
      -
      -
      Finance lease liabilities
      -
      (7)
      -
      -
      Provision for taxation
      (2,045)
      (2,599)
      -
      (2)
      (13,381)
      (17,602)
      (234)
      (213)
      Net Current Assets
      45,226
      40,452
      18,118
      22,239
      Non-Current Liabilities
      Finance lease liabilities
      -
      (28)
      -
      -
      Deferred tax liabilities
      (509)
      (306)
      -
      -
      (509)
      (334)
      -
      -
      Net Assets
      60,279
      52,837
      31,719
      35,343
      Equity
      Share capital
      17,200
      17,200
      17,200
      17,200
      Reserves
      39,802
      33,142
      14,519
      18,143
      57,002
      50,342
      31,719
      35,343
      Minority interests
      3,277
      2,495
      -
      -
      60,279
      52,837
      31,719
      35,343


1(b)(ii) Aggregate amount of group's borrowings and debt securities.
      Amount repayable in one year or less, or on demand

      As at 31/12/2003
      As at 31/12/2002
      Secured
      Unsecured
      Secured
      Unsecured
      S$'000
      0
      S$'000
      0
      S$'000
      7
      S$'000
      167


      Amount repayable after one year

      As at 31/12/2003
      As at 31/12/2002
      Secured
      Unsecured
      Secured
      Unsecured
      S$'000
      0
      S$'000
      0
      S$'000
      28
      S$'000
      0


      Details of any collateral

      NIL


1(c) A cash flow statement (for the group), together with a comparative statement for
      the corresponding period of the immediately preceding financial year.
      31/12/2003
      31/12/2002
      (S$'000)
      (S$'000)
      Cash flows from operating activities:
      Profit from ordinary activities before taxation and minority interests
      13,443
      19,921
      Adjustments for:
      Amortisation of goodwill
      20
      20
      Depreciation of fixed assets
      1,451
      1,004
      Exchange realignment
      (71)
      (295)
      Gain on liquidation/disposal of subsidiary companies
      -
      (445)
      Loss on disposal of fixed assets
      224
      24
      Interest income
      (4)
      (32)
      Interest expense
      89
      53
      Share of loss of associated company
      120
      231
      Impairment loss on fixed assets
      596
      137
      Capital reserve written off
      -
      (16)
      Operating income before reinvestment in working capital
      15,868
      20,602
      Increase in receivables
      (3,241)
      (7,327)
      Decrease/ (increase) in inventories
      5,588
      (8,075)
      (Decrease)/ increase in payables
      (3,660)
      6,946
      Net cash generated from operations
      14,555
      12,146
      Income taxes paid
      (2,855)
      (4,844)
      Net cash generated from operating activities
      11,700
      7,302
      Cash flows from investing activities
      Interest received
      4
      32
      Net cash inflow from disposal of a subsidiary company
      -
      6
      Purchase of fixed assets
      (3,931)
      (4,037)
      Proceeds from sale of fixed assets
      68
      18
      Proceeds on maturity of other financial asset
      -
      500
      Dividends paid to minority shareholders of subsidiary companies
      (660)
      (1,257)
      Net cash used in investing activities
      (4,519)
      (4,738)
      Cash flows from financing activities
      Interest paid
      (89)
      (53)
      Dividends paid to shareholders of the Company
      (3,354)
      (1,948)
      Repayment of interest-bearing borrowings
      (35)
      (1,131)
      Loan to associated company
      -
      (139)
      Net cash used in financing activities
      (3,478)
      (3,271)
      Net increase/ (decrease) in cash and cash equivalents
      3,703
      (707)
      Cash and cash equivalents at beginning of the year
      8,122
      8,829
      Cash and cash equivalents at end of the year
      11,825
      8,122


1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or
      (ii) changes in equity other than those arising from capitalisation issues and
      distributions to shareholders, together with a comparative statement for the
      corresponding period of the immediately preceding financial year.
      Share Capital
      Share Premium
      Capital Reserve
      Foreign Currency Translation Reserve
      Revenue Reserve
      Total
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      The Group
      Balance as at 01/01/2002
      17,200
      6,086
      16
      355
      14,263
      37,920
      Net profit for the year
      -
      -
      -
      -
      14,794
      14,794
      Movements during the year
      -
      -
      (16)
      (408)
      -
      (424)
      Dividends paid during the year
      -
      -
      -
      -
      (1,948)
      (1,948)
      Balance as at 31/12/2002
      17,200
      6,086
      -
      (53)
      27,109
      50,342
      Net profit for the year
      -
      -
      -
      -
      10,163
      10,163
      Movements during the year
      -
      -
      -
      (149)
      -
      (149)
      Dividends paid during the year
      -
      -
      -
      -
      (3,354)
      (3,354)
      Balance as at 31/12/2003
      17,200
      6,086
      -
      (202)
      33,918
      57,002
      The Company
      Balance as at 01/01/2002
      17,200
      6,086
      -
      -
      2,843
      26,129
      Net profit for the year
      -
      -
      -
      -
      11,162
      11,162
      Dividends paid during the year
      -
      -
      -
      -
      (1,948)
      (1,948)
      Balance as at 31/12/2002
      17,200
      6,086
      -
      -
      12,057
      35,343
      Net (loss) for the year
      -
      -
      -
      -
      (270)
      (270)
      Dividends paid during the year
      -
      -
      -
      -
      (3,354)
      (3,354)
      Balance as at 31/12/2003
      17,200
      6,086
      -
      -
      8,433
      31,719


1(d)(ii) Details of any changes in the company's share capital arising from rights issue,
      bonus issue, share buy-backs, exercise of share options or warrants, conversion of
      other issues of equity securities, issue of shares for cash or as consideration for
      acquisition or for any other purpose since the end of the previous period reported
      on. State also the number of shares that may be issued on conversion of all the
      outstanding convertibles as at the end of the current financial period reported on
      and as at the end of the corresponding period of the immediately preceding
      financial year.
      There was no change in the Company's share capital during the year under review. As at 31 December 2003, there were unexercised options for 17,365,000 of unissued ordinary shares of the Company under the Food Empire Share Option Scheme. (31/12/2002: 17,720,000)

      During the year, additional 500,000 share options were granted under the Food Empire Share Option Scheme and 855,000 share options were cancelled.



2. Whether the figures have been audited or reviewed and in accordance with
      which auditing standard or practice.
      The figures are unaudited and were not reviewed by the auditors.


3. Where the figures have been audited or reviewed, the auditors' report (including
      any qualifications or emphasis of a matter).
      Not applicable.


4. Whether the same accounting policies and methods of computation as in the
      issuer's most recently audited annual financial statements have been applied.
      The Group has applied the same accounting policies and methods of computation in the financial statements for the current financial year compared with the audited financial statements as at 31 December 2002.


5. If there are any changes in the accounting policies and methods of computation,
      including any required by an accounting standard, what has changed, as well as
      the reasons for, and the effect of, the change.
      The Council on Corporate Disclosure and Governance ('CGDG") was established on 16 August 2002 to prescribe accounting standards for Singapore incorporated companies. The accounting standards prescribed by the CGDG, under the provisions of the Companies (Accounting Standards) Regulations 2002, are known as Financial Reporting Standards ("FRS"). Companies are required to comply with the provisions of the Companies (Accounting Standards) Regulations 2002 in preparing their financial statements covering periods beginning on or after 1 January 2003. The Company and the Group have adopted all the applicable FRS that have become effective during the financial period to date. The adoption of the FRS does not materially affect the results of the Company and the Group for the current or prior periods.


6. Earnings per ordinary share of the group for the current financial period reported
      on and the corresponding period of the immediately preceding financial year,
      after deducting any provision for preference dividends.
      Group Figures
      Group Figures
      31/12/2003
      31/12/2002
      Earnings per share
      (i) Based on existing issued share capital (cents)
      2.95
      4.30
      (ii) On a fully diluted basis (cents)
      2.88
      4.22

      Earnings per ordinary share on existing issued share capital is computed based on weighted average number of 344,000,000 ordinary shares during the year. (31/12/2002:344,000,000 ordinary shares)

      Earnings per ordinary share on a fully diluted basis is computed based on weighted average number of 353,025,972 ordinary shares during the year adjusted to assume conversion of all potential dilution. (31/12/2002:350,872,323 ordinary shares)


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

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

      Group
      Group
      Company
      Company
      31/12/2003
      31/12/2002
      31/12/2003
      31/12/2002
      Net asset value per ordinary share (cents)
      16.57
      14.63
      9.22
      10.27
8. A review of the performance of the group, to the extent necessary for a reasonable
      understanding of the group's business. It must include a discussion of the
      following:-

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

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

      For the year ended 31 December 2003, the Group achieved a 24.5% increase in revenue to S$139.6 million as a result of broad-based sales growth in all core markets. Net Profit after Tax and Minority Interests ("PAT"), however, was down by 31.3% to S$10.2 million, mainly due to higher advertising and promotions ("A&P") expenditure and overseas office expenses.

      Revenue

      Table: Revenue by geographical segments
      S$'000
      FY03
      FY02
      % Increase/ (Decrease)
      Russia
      77,560
      61,097
      27.0
      Eastern Europe & Central Asia
      51,446
      36,864
      39.6
      Others
      10,584
      14,129
      (25.1)
      Total
      139,590
      112,090
      24.5

      Stronger sales in key market segments Russia and Eastern Europe & Central Asia contributed to the increase in Group Revenue. Russia remained as the core contributor to Group Revenue at 55.6%, followed by Eastern Europe & Central Asia at 36.8%. Sales from "Others" market made up the balance of 7.6%.

      Revenue from Russia grew 27.0% to S$77.6 million as compared to FY02. Revenue from Eastern Europe & Central Asia was up 39.6% to S$51.4 million compared to the previous year. The improvement in these core markets was the result of intensified advertising and promotions campaigns, the launch of new products and the expansion of distribution network.

      Revenue from "Others" market decreased 25.1% mainly due to the cessation of frozen seafood trading.

      Table: Revenue by product segments

      S$'000
      FY03
      FY02
      % Increase/ (Decrease)
      Beverages
      127,735
      100,312
      27.3
      Others
      11,855
      11,778
      0.7
      Total
      139,590
      112,090
      24.5

      Revenue from the Beverages segment expanded 27.3% to S$127.7 million largely due to stronger demand for 3-in-1 instant coffee and coffee in tins and jars. The core brand MacCoffee is ranked as one of the leading instant coffee brands in markets such as Russia, Ukraine and Kazakhstan.

      Revenue from "Others" segment grew to S$11.9 million, an increase of 0.7%, as snack food and convenience food posted higher sales which helped offset the decline in sales of frozen seafood.

      Profit before Tax and Minority Interests

      Profit before Tax and Minority Interests declined 32.5% to S$13.4 million in FY03 primarily due to higher operating and staff costs which were necessary to strengthen the Group's infrastructure for the longer term. Staff costs increased by 41.1% to S$9.9 million and Other Operating Expenses rose by 49.7% to S$46.2 million following higher overseas office expenses, A&P expenses, and logistics costs. However, raw materials and consumables used are in line with the increase in revenue after taking into consideration the changes in inventories of finished goods.

      Higher overseas office expenses were incurred as a result of the Group's strategic move to strengthen its overseas presence and to gear up for greater business momentum. The Group also continued to invest in manpower to run the expanded operations.

      As part of the Group's brand management programme to boost awareness of the Group's existing and new products, aggressive A&P activities such as media advertisements, wet samplings, trade shows and sponsorships were undertaken.

      Higher logistics costs were incurred due to higher freight rates and increased sales volume. In addition, higher port charges were incurred for slow moving new products.

      Depreciation and amortisation expenses were higher as the Group invested in new machineries and expanded the existing factory in Singapore during the year to handle the increase in demand.

      Foreign exchange loss narrowed to S$1.3 million as compared to a loss of S$1.7 million a year ago.

      Balance Sheet and Cash Flow Statements

      The increase in trade receivables is in line with the increase in revenue. Better inventory management had resulted in a reduction in both inventory and trade payables.

      The Group's net cash position increased by S$3.7 million to S$11.8 million in FY03. Net cash generated from operating activities increased to S$11.7 million largely due to better inventory management. Cash outflow of S$4.5 million in the Group's investment activities was for the purchase of new machineries and the payment of dividends to the minority shareholder of a subsidiary company. The Company paid dividends of S$3.4 million to its shareholders.


9. Where a forecast, or a prospect statement, has been previously disclosed to
      shareholders, any variance between it and the actual results.
      Not applicable.


10. A commentary at the date of the announcement of the significant trends and
      competitive conditions of the industry in which the group operates and any
      known factors or events that may affect the group in the next reporting period
      and the next 12 months.
      The market environment in our core markets is expected to remain challenging and competitive.

      Foreign currency fluctuations will continue to be an important consideration as the bulk of the Group's revenue comes from overseas. Raw material costs are also expected to rise in 2004.

      Nevertheless, the Group will continue to step up efforts to strengthen its operations and distribution network, reinforce its marketing and branding and more importantly, improve market share and bottomline.


      Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of management on current events.



11. Dividend
      (a) Current Financial Period Reported On

      Any dividend declared for the current financial period reported on? Yes

      Name of Dividend
      First & Final
      Special Dividend
      Dividend Type
      Cash
      Cash
      Dividend Amount per Share (in cents) 0.5 cents per ordinary share (less tax) 0.75 cents per ordinary share (less tax)
      Optional:- Dividend Rate (in %)
      Par value of shares
      S$0.05
      S$0.05
      Tax Rate
      22%
      22%


      (b) Corresponding Period of the Immediately Preceding Financial Year

      Any dividend declared for the corresponding period of the immediately preceding financial year? Yes

      Name of Dividend
      First & Final
      Special Dividend
      Dividend Type
      Cash
      Cash
      Dividend Amount per Share (in cents) 0.5 cents per ordinary share (less tax) 0.75 cents per ordinary share (less tax)
      Optional:- Dividend Rate (in %)
      Par value of shares
      S$0.05
      S$0.05
      Tax Rate
      22%
      22%


      (c) Date payable
        The proposed First & Final and Special Dividends, if approved at the Annual General Meeting, will be paid at a date to be announced.


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


12. If no dividend has been declared/recommended, a statement to that effect.
      Not applicable.



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


13. Segmented revenue and results for business or geographical segments (of the
      group) in the form presented in the issuer's most recently audited annual financial
      statements, with comparative information for the immediately preceding year.
      By Product

      2003
      Beverages
      Others
      Elimination
      Total
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      Segment revenue from external customers
      127,735
      11,855
      -
      139,590
      Inter segment revenue
      114,760
      40,259
      (155,019)
      -
      Total revenue
      242,495
      52,114
      (155,019)
      139,590
      Segment results
      14,821
      1,270
      (2,439)
      13,652
      Finance costs
      (89)
      Share of loss of associated company
      (120)
      Profit from ordinary activities before taxation and minority interests
      13,443
      Taxation
      (1,800)
      Minority interests, net of taxation
      (1,480)
      Net profit for the year
      10,163
      2002
      Beverages
      Others
      Elimination
      Total
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      Segment revenue from external customers
      100,312
      11,778
      -
      112,090
      Inter segment revenue
      98,651
      52,345
      (150,996)
      -
      Total revenue
      198,963
      64,123
      (150,996)
      112,090
      Segment results
      19,632
      19,009
      (18,436)
      20,205
      Finance costs
      (53)
      Share of loss of associated company
      (231)
      Profit from ordinary activities before taxation and minority interests
      19,921
      Taxation
      (3,583)
      Minority interests, net of taxation
      (1,544)
      Net profit for the year
      14,794

      By Country

      2003
      Russia
      Eastern Europe & Central Asia
      Others
      Elimination
      Total
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      Segment revenue from external customers
      77,560
      51,446
      10,584
      -
      139,590
      Inter segment revenue
      -
      -
      155,019
      (155,019)
      -
      Total Revenue
      77,560
      51,446
      165,603
      (155,019)
      139,590
      2002
      Russia
      Eastern Europe & Central Asia
      Others
      Elimination
      Total
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      (S$'000)
      Segment revenue from external customers
      61,097
      36,864
      14,129
      -
      112,090
      Inter segment revenue
      -
      -
      150,996
      (150,996)
      -
      Total Revenue
      61,097
      36,864
      165,125
      (150,996)
      112,090


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


15. A breakdown of sales.

      Group
      31/12/2003
      31/12/2002
      %
      Increase/ (Decrease)
      (S$'000)
      (S$'000)
      Sales reported for first half year
      58,142
      44,313
      31.21
      Operating profit after tax before deducting minority interests reported for first half financial year
      4,554
      5,430
      (16.13)
      Sales reported for second half year
      81,448
      67,777
      20.17
      Operating profit after tax before deducting minority interests reported for first half financial year
      7,089
      10,908
      (35.01)


16. A breakdown of the total annual dividend (in dollar value) for the issuer's latest
      full year and its previous full year.

      Total Annual Dividend (Refer to Para 16 of Appendix 7.2 for the required details)

      Latest Full Year (S$)
      Previous Full Year (S$)
      Ordinary
      3,354,000
      3,354,000
      Preference
      0
      0
      Total:
      3,354,000
      3,354,000




BY ORDER OF THE BOARD

Tan San-Ju
Company Secretary
21/02/2004

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