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Full Year Financial Statement And Dividend Announcement

BackJan 20, 2003
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
    --------
    -----------
    Company
    --------
    31/12/2002
    $'000
    31/12/2001
    $'000
    Change
    %
    31/12/2002
    $'000
    31/12/2001
    $'000
    Change
    %
    Turnover
    62,693
    41,249
    52.0
    51,865
    33,165
    56.4
    Cost of sales
    (40,515)
    (26,466)
    53.1
    (36,683)
    (22,012)
    66.7
    Gross Profit
    22,178
    14,783
    50.0
    15,182
    11,153
    36.1
    Other operating income
    652
    639
    2.0
    533
    636
    (16.2)
    22,830
    15,422
    48.0
    15,715
    11,789
    33.3
    Selling & distribution expenses
    (2,243)
    (1,621)
    38.4
    (1,502)
    (1,345)
    11.7
    Personnel expenses
    (6,885)
    (5,643)
    22.0
    (5,031)
    (4,131)
    21.8
    Exchange gain/(loss)
    (93)
    189
    (149.2)
    16
    77
    (79.2)
    Other general & administration expenses
    (4,987)
    (3,837)
    30.0
    (2,894)
    (2,471)
    17.1
    Interest expenses
    (180)
    (139)
    29.5
    (152)
    (122)
    24.6
    Interest income
    7
    9
    (22.2)
    4
    3
    33.3
    Profit before taxation
    8,449
    4,380
    92.9
    6,156
    3,800
    62.0
    Share of associates results
    139
    (7)
    NM
    -
    -
    -
    8,588
    4,373
    96.4
    6,156
    3,800
    62.0
    Taxation
    (2,053)
    (863)
    137.9
    (1,350)
    (650)
    107.7
    6,535
    3,510
    86.2
    4,806
    3,150
    52.6
    Minority interest
    12
    48
    (75.0)
    -
    -
    -
    Net profit attributable to members of the Company
    6,547
    3,558
    84.0
    4,806
    3,150
    52.6
    Depreciation & amortisation included in :
    - Cost of sales
    69
    36
    -
    -
    - General & administration expenses
    1,342
    1,140
    828
    809
    1,411
    1,176
    20.0
    828
    809
    2.3
    Gross profit Margin
    35.4%
    35.8%
    29.3%
    33.6%
    Net profit Margin
    10.4%
    8.6%
    9.3%
    9.5%
    Return on Equity
    23.5%
    20.7%
    19.4%
    20.0%
    -----------
    Group
    --------
    -----------
    Company
    --------
    31/12/2002
    $'000
    31/12/2001
    $'000
    Change
    %
    31/12/2002
    $'000
    31/12/2001
    $'000
    Change
    %
    Sales reported
    - first half year
    27,817
    19,866
    40.0
    22,392
    16,167
    38.5
    - second half year
    34,876
    21,383
    63.1
    29,473
    16,998
    73.4
    62,693
    41,249
    51,865
    33,165
    Net Profit reported
    - first half year
    2,917
    1,592
    83.2
    2,231
    1,506
    48.1
    - second half year
    3,630
    1,966
    84.6
    2,575
    1,644
    56.6
    6,547
    3,558
    4,806
    3,150
      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
      31/12/2002
      $
      31/12/2001
      $
      31/12/2002
      $
      31/12/2001
      $
      Share capital and reserves
      Share capital
      10,297,070
      8,276,200
      10,297,070
      8,276,200
      Reserves
      17,580,344
      8,895,840
      14,525,186
      7,465,052
      27,877,414
      17,172,040
      24,822,256
      15,741,252
      Minority interest
      348,564
      60,777
      -
      -
      28,225,978
      17,232,817
      24,822,256
      15,741,252
      Fixed assets
      7,818,045
      6,334,095
      4,468,406
      3,864,814
      Biological assets
      1,371,930
      1,401,120
      1,371,930
      1,401,120
      Subsidiaries
      -
      -
      2,679,640
      2,450,844
      Associates
      -
      314,949
      28,722
      327,931
      Quoted equity investments,
      at cost
      3,820
      4,018
      -
      -
      Trademarks/customer acquisition cost, product listing fees
      87,913
      97,672
      74,193
      91,233
      Land use rights
      212,653
      227,308
      -
      -
      Advance in lieu of investment
      -
      28,722
      -
      28,722
      Current assets
      Stocks
      12,876,214
      6,645,089
      4,438,586
      3,931,623
      Trade debtors
      12,351,805
      8,805,512
      7,087,826
      6,116,038
      Other debtors, deposits and prepayments
      786,805
      837,348
      201,108
      174,261
      Due from
      - subsidiaries (trade)
      -
      -
      7,181,985
      2,491,724
      - subsidiaries (non-trade)
      -
      -
      1,927,720
      850,108
      - associates (trade)
      406,452
      415,919
      406,452
      415,919
      - associates (non-trade)
      -
      557,137
      -
      557,137
      Fixed deposits
      101,116
      97,839
      22,568
      21,393
      Cash and bank balances
      7,719,571
      1,812,892
      6,251,412
      1,000,028
      34,241,963
      19,171,736
      27,517,657
      15,558,231
      Current liabilities
      Trade creditors
      5,809,629
      3,552,549
      3,328,248
      2,513,111
      Bills payable to bank
      3,204,880
      1,152,999
      3,204,880
      1,152,999
      Other creditors and accruals
      3,218,628
      2,491,715
      2,435,455
      1,723,514
      Due to
      - subsidiaries (trade)
      -
      -
      84,104
      14,622
      - directors (non-trade)
      -
      2,309
      -
      -
      Hire purchase creditors,
      current portion
      357,549
      224,576
      163,635
      84,799
      Term loan, current portion
      -
      200,000
      -
      200,000
      Provision for taxation
      1,854,013
      989,258
      1,330,990
      762,233
      Bank overdraft
      -
      575,605
      -
      575,605
      14,444,699
      9,189,011
      10,547,312
      7,026,883
      Net current assets
      19,797,264
      9,982,725
      16,970,345
      8,531,348
      Non-current liabilities
      Hire purchase creditors, non-current portion
      (709,180)
      (478,134)
      (512,980)
      (327,147)
      Term loan, non-current portion
      -
      (403,613)
      -
      (403,613)
      Deferred taxation
      (356,467)
      (276,045)
      (258,000)
      (224,000)
      28,225,978
      17,232,817
      24,822,256
      15,741,252
      Stock turnover (days)
      88
      78
      42
      55
      Trade debtors turnover (days)
      62
      66
      46
      59
      Debt Equity Ratio
      0.04
      0.11
      0.03
      0.10

      Note :

      The increase in fixed assets, stocks, trade debtors, trade creditors and bills payables to bank is in accordance with the increase in the Group's operations during the year. In addition, Guangzhou Wan Jiang, with the following assets and liabilities as at 31 December 2002, became a subsidiary of the Group during the 4th quarter of FY 2002 also contributed to the increase.

      $'000
      Fixed assets
      469
      Stocks
      2,550
      Trade debtors
      1,320
      Trade creditors
      1,274

      The increase in cash and bank balances as at 31 December 2002 mainly arises from cash generated from operations and the proceeds received from the Placement exercise. (Please refer to cash flows statement for further details)

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

          Amount repayable in one year or less, or on demand

          As at 31/12/2002
          As at 30/9/2002
          Secured
          Unsecured
          Secured
          Unsecured
          NIL
          357,549
          NIL
          525,429


          Amount repayable after one year

          As at 31/12/2002
          As at 30/9/2002
          Secured
          Unsecured
          Secured
          Unsecured
          NIL
          709,180
          NIL
          1,007,725


          Details of any collateral
      Not Applicable

        1(c) A cash flow statement (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year
        THE GROUP
        1/1/2002 to 31/12/2002
        $
        1/1/2001 to 31/12/2001
        $
        Cash flows from operating activities
        Profit before taxation and minority interest
        8,588,144
        4,372,813
        Adjustments for:
        Bad trade debts written off
        29,589
        11,077
        Depreciation of fixed assets
        1,273,927
        960,256
        Depreciation of biological assets
        29,190
        29,190
        Fixed assets written off
        -
        4,712
        (Gain) Loss on disposal of
        - land use rights
        -
        (48,703)
        - fixed assets
        (83,416)
        (30,975)
        - an associated company
        8,813
        -
        Gain on divestment in a subsidiary
        (9,725)
        -
        Amortisation of
        - land use rights
        4,461
        8,994
        - trademarks/customer acquisition costs, product listing fees
        103,811
        177,323
        Provision for
        - doubtful trade debts
        217,196
        69,000
        - stock obsolescence written back
        -
        (450,000)
        Share of (profit) loss of associated companies
        (138,620)
        7,175
        Interest expense
        180,088
        139,016
        Interest income
        (6,549)
        (9,491)
        Negative goodwill on consolidation
        (29,453)
        -
        Net effct on exchange differences
        (42,493)
        57,958
        Operating profit before working capital changes
        10,124,963
        5,298,345
        (Increase) decrease in:
        Stocks
        (4,103,645)
        (1,393,832)
        Trade debtors
        (3,561,435)
        (2,673,928)
        Other debtors, deposits and prepayments
        735,362
        45,858
        Due from
        - associates (trade)
        9,467
        (415,919)
        - associates (non-trade)
        557,137
        (557,137)
        Increase (decrease) in:
        Trade creditors
        (334,628)
        248,443
        Bills payable to bank
        2,051,881
        249,312
        Other creditors and accruals
        489,769
        558,606
        Due to directors (non-trade)
        (2,309)
        (490,285)
        Cash generated from operations
        5,966,562
        869,463
        Payment of income tax
        (1,108,089)
        (708,788)
        Interest paid
        (180,088)
        (139,016)
        Net cash generated from operating activities
        4,678,385
        21,659
        Cash flows from investing activities
        Purchase of
        - fixed assets
        (1,933,353)
        (1,344,129)
        - land use rights
        -
        (31,937)
        - quoted equity investment
        -
        (4,018)
        Proceeds from disposal of
        - fixed assets
        131,680
        160,614
        - land use rights
        -
        130,733
        - associates
        121,771
        -
        - subsidiary
        20,260
        -
        Advance for investment
        -
        (28,722)
        Acquistion of a subsidiary, net of cash and cash equivalents
        85,309
        -
        Payment for trademarks/customer acquisition cost, product listing fees
        (93,761)
        (23,079)
        Net cash used in investing activities
        (1,668,094)
        (1,140,538)
        Cash flows from financing activities
        Proceeds from
        - issue of shares to minority shareholders of a subsidiary
        -
        60,777
        - issue of new shares (net)
        4,652,287
        2,880
        Repayment of
        - hire purchase creditors
        (203,093)
        (346,285)
        - term loan
        (603,613)
        (191,404)
        Payment of dividends to shareholders
        (376,860)
        (312,426)
        Interest received
        6,549
        9,491
        Net cash generated from (used in) financing activities
        3,475,270
        (776,967)
        Net increase (decrease) in cash and cash equivalents
        6,485,561
        (1,895,846)
        Cash and cash equivalents at beginning of year
        1,335,126
        3,230,972
        Cash and cash equivalents at end of year
        7,820,687
        1,335,126
        Cash and cash equivalents comprises :
        Fixed deposits
        101,116
        97,839
        Cash and bank balances
        7,719,571
        1,812,892
        Bank overdrafts
        -
        (575,605)
        Cash and cash equivalents at end of year
        7,820,687
        1,335,126

          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
          THE GROUP
          Share
          Capital
          $
          Share premium
          $
          Revenue reserve
          $
          Translation reserve
          $
          Total
          $
          Balance 1 Jan 2001
          8,275,000
          2,081,887
          3,361,160
          25,546
          13,743,593
          Currency translation differences
          -
          -
          -
          87,275
          87,275
          Net profit for the period
          -
          -
          601,299
          -
          601,299
          Issue of new shares
          1,200
          1,680
          -
          -
          2,880
          Balance at 31 Mar 2001
          8,276,200
          2,083,567
          3,962,459
          112,821
          14,435,047
          Currency translation differences
          -
          -
          -
          9,008
          9,008
          Net profit for the period
          -
          -
          1,124,896
          -
          1,124,896
          Payment of final dividend
          -
          -
          (312,426)
          -
          (312,426)
          Balance at 30 June 2001
          8,276,200
          2,083,567
          4,774,929
          121,829
          15,256,525
          Currency translation differences
          -
          -
          -
          (41,603)
          (41,603)
          Net profit for the period
          -
          -
          497,302
          -
          497,302
          Balance at 30 Sept 2001
          8,276,200
          2,083,567
          5,272,231
          80,226
          15,712,224
          Currency translation differences
          -
          -
          -
          124,944
          124,944
          Net profit for the period
          -
          -
          1,334,872
          -
          1,334,872
          Balance at 31 Dec 2001
          8,276,200
          2,083,567
          6,607,103
          205,170
          17,172,040
          Currency translation differences
          -
          -
          -
          (65,870)
          (65,870)
          Net profit for the period
          -
          -
          1,043,587
          -
          1,043,587
          Issue of new shares
          36,500
          51,100
          -
          -
          87,600
          Capitalisation of share premium for bonus shares
          831,270
          (831,270)
          -
          -
          -
          Balance at 31 Mar 2002
          9,143,970
          1,303,397
          7,650,690
          139,300
          18,237,357
          Currency translation differences
          -
          -
          -
          (70,985)
          (70,985)
          Net profit for the period
          -
          -
          1,873,464
          -
          1,873,464
          Payment of final dividend
          -
          -
          (376,860)
          -
          (376,860)
          Issue of new shares
          1,071,800
          3,600,520
          -
          -
          4,672,320
          Share issue expenses
          -
          (302,753)
          -
          -
          (302,753)
          Balance at 30 June 2002
          10,215,770
          4,601,164
          9,147,294
          68,315
          24,032,543
          Currency translation differences
          -
          -
          -
          33,004
          33,004
          Net profit for the period
          -
          -
          1,885,557
          -
          1,885,557
          Issue of new shares
          2,800
          3,920
          -
          -
          6,720
          Balance at 30 Sept 2002
          10,218,570
          4,605,084
          11,032,851
          101,319
          25,957,824
          Currency translation differences
          -
          -
          -
          (13,561)
          (13,561)
          Net profit for the period
          -
          -
          1,744,751
          -
          1,744,751
          Issue of new shares
          78,500
          109,900
          -
          -
          188,400
          Balance at 31 Dec 2002
          10,297,070
          4,714,984
          12,777,602
          87,758
          27,877,414

          THE COMPANY
          Share
          Capital
          $
          Share premium
          $
          Revenue reserve
          $
          Total
          $
          Balance 1 Jan 2001
          8,275,000
          2,081,887
          2,543,589
          12,900,476
          Net profit for the period
          -
          -
          691,127
          691,127
          Issue of new shares
          1,200
          1,680
          -
          2,880
          Balance at 31 Mar 2001
          8,276,200
          2,083,567
          3,234,716
          13,594,483
          Net profit for the period
          -
          -
          814,765
          814,765
          Payment of final dividend
          -
          -
          (312,426)
          (312,426)
          Balance at 30 June 2001
          8,276,200
          2,083,567
          3,737,055
          14,096,822
          Net profit for the period
          -
          -
          551,641
          551,641
          Balance at 30 Sept 2001
          8,276,200
          2,083,567
          4,288,696
          14,648,463
          Net profit for the period
          -
          -
          1,092,789
          1,092,789
          Balance at 31 Dec 2001
          8,276,200
          2,083,567
          5,381,485
          15,741,252
          Net profit for the period
          -
          -
          916,775
          916,775
          Issue of new shares
          36,500
          51,100
          -
          87,600
          Capitalisation of share premium for bonus shares
          831,270
          (831,270)
          -
          -
          Balance at 31 Mar 2002
          9,143,970
          1,303,397
          6,298,260
          16,745,627
          Net profit for the period
          -
          -
          1,314,552
          1,314,552
          Payment of final dividend
          -
          -
          (376,860)
          (376,860)
          Issue of new shares
          1,071,800
          3,600,520
          -
          4,672,320
          Share issue expenses
          -
          (302,753)
          -
          (302,753)
          Balance at 30 June 2002
          10,215,770
          4,601,164
          7,235,952
          22,052,886
          Net profit for the period
          -
          -
          1,214,778
          1,214,778
          Issue of new shares
          2,800
          3,920
          -
          6,720
          Balance at 30 Sept 2002
          10,218,570
          4,605,084
          8,450,730
          23,274,384
          Net profit for the period
          -
          -
          1,359,472
          1,359,472
          Issue of new shares
          78,500
          109,900
          -
          188,400
          Balance at 31 Dec 2002
          10,297,070
          4,714,984
          9,810,202
          24,822,256

            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 or 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
            Number of shares
            $
            Share capital
            - ordinary shares of $0.10 each
            Issued and fully paid
            Balance as at 1 January 2002
            82,762,000
            8,276,200
            Issue of new shares
            - Bonus shares
            8,312,700
            831,270
            - Private Placement
            10,000,000
            1,000,000
            - Exercise of employees' share options
            1,896,000
            189,600
            Balance as at 31 December 2002
            102,970,700
            10,297,070

                During the 4th quarter of FY 2002, 785,000 share options were exercised at $0.24 per share pursuant to the terms of the Qian Hu Pre-IPO Share Option Scheme ("Pre-IPO Scheme"). As at 31 December 2002, there were 602,000 unexercised share options issued pursuant to the terms of the Pre-IPO Scheme.

                In addition, there were options granted to subscribe for 1,594,000 unissued ordinary shares of $0.10 each in the Company at an exercise price of $0.59 per share pursuant to the terms of the Qian Hu Post-IPO Share Option Scheme ("Post-IPO Scheme"). As at 31 December 2002, none of these share options were exercised pursuant to the terms of the Post-IPO Scheme.
                Use of Placement Proceeds

                The net proceeds from the Placement exercise announced on 9 May 2002, after deducting expenses, was approximately $4.2 million. As at 31 December 2002, the amount has been partially utilized by our Group's local and overseas operations as working capital set out as follows :
            $'000
            Repayment of bank borrowings
            1,828
            Farm enhancement, including expansion of packing room
            162
            Singapore plastics operations
            180
            China plastics operations
            36
            Thailand accessories operations
            63
            China fish & accessories operations
            145
            2,414

              2. Whether the figures have been audited, or reviewed and in accordance with which standard (e.g. the Singapore Standard on Auditing 910 (Engagements to Review Financial Statements), or an equivalent standard)
              The financial statements have been audited in accordance with the Singapore Standards on Auditing.

                3. Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter)  Please See Attached



                4. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied
                Other than the adoption of new Statement of Accounting Standards ("SAS") as mentioned in paragraph 5 below, there were no changes in accounting policies and methods of computation adopted in the financial statements for the current reporting period as compared to the most recent audited annual financial statements as at 31 December 2001.

                  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
                  During the year ended 31 December 2002, the Group and the Company changed its accounting policies as follows:

                  SAS 39, Agriculture

                  SAS 39 which took effect for financial years beginning on or after 1 October 2001, establishes accounting and reporting standards for recognizing, measuring and disclosing information relating to agricultural activity, including biological assets. It requires biological asset, which meet recognition criteria, to be measured on initial recognition and at each balance sheet date at its fair value less estimated point-of-sales costs. Gain and loss arising from these measurements should be included in the net profit or loss for the period in which it arises. However, where fair value of the biological asset cannot be measured reliably, the biological asset should be stated at cost less accumulated depreciation and any accumulated impairment losses.

                  AS at 31 December 2002, the Group and of the Company has brooder stocks, which are parent stocks of Dragon Fish, held for the use in the breeding of Dragon Fish, amounting to $1.37 million. Due to the uniqueness of each Dragon Fish and that active market does not exist for the brooder stock, we believe that the fair value cannot be determined reliably. In compliance with SAS 39, these brooder stocks were carried at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on a straight-line basis so as to write off the cost of these brooder stocks over their estimated lives of 50 years.

                  SAS 12, Income Taxes

                  SAS 12, which took effect for financial years beginning on or after 1 April 2001, requires deferred tax to be calculated using the balance sheet liability method. Deferred tax assets should be recognized when it is probable that sufficient taxable profit will be available against which the deferred tax assets can be utilized.

                  With effect from 1 January 2002, the Group changed its accounting policy with respect to the treatment of deferred taxation in order to conform to the new requirements of SAS 12. The change in accounting policy has no material impact to the retained earnings of the Group and of the Company as at 31 December 2001.

                    6. Earnings per ordinary share of the group for the current period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends
                    31/12/2002
                    31/12/2001
                    Earnings per share (EPS)
                    (based on consolidated profit after taxation and minority interest)
                    - on weighted average number of shares
                    6.64 cents
                    3.91 cents
                    - on a fully diluted basis
                    6.58 cents
                    3.88 cents

                        Earnings per ordinary share on existing issued share capital is computed based on the weighted average number of shares in issue during the period of 98,548,648 (31/12/2001: 91,072,760).

                        Earnings per ordinary share on a fully diluted basis is computed based on the weighted average number of shares during the period adjusted to assume conversion of all potential dilutive ordinary shares of 99,476,068 (31/12/2001: 91,656,175).


                      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 period reported on and (b) immediately preceding financial year
                      Group
                      Group
                      Company
                      Company
                      31/12/2002
                      31/12/2001
                      31/12/2002
                      31/12/2001
                      Net asset value per share based on existing issued share capital as at the respective period
                      27.41
                      cents
                      20.82
                      cents
                      24.11
                      cents
                      19.02
                      cents

                        8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. The review must discuss 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. It must also discuss any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on

                        COMMENTARY

                        Turnover

                        4th Quarter 2002 vs
                        4th Quarter 2001
                        4th Qtr 2002
                        $'000
                        4th Qtr 2001
                        $'000
                        Increased
                        $'000
                        %
                        Fish
                        5,694
                        4,746
                        948
                        20.0
                        Accessories
                        9,951
                        5,031
                        4,920
                        97.8
                        Plastic & others
                        1,767
                        1,817
                        (50)
                        (2.8)
                        17,412
                        11,594
                        5,818
                        FY 2002
                        $'000
                        FY 2001
                        $'000
                        Increased
                        $'000
                        %
                        Fish
                        24,023
                        18,314
                        5,709
                        31.2
                        Accessories
                        31,935
                        16,646
                        15,289
                        91.9
                        Plastic & others
                        6,735
                        6,289
                        446
                        7.1
                        62,693
                        41,249
                        21,444
                        For the year ended 31 December 2002, our ornamental fish activities and distribution of accessories continued to be our core activities, which together accounted for 89% of our total turnover. Geographically, our Singapore market continued to be our main market accounting for 55% of our total turnover for the year ended 31 December 2002.

                        Our turnover increased by $21.4 million or 52.0% from $41.3 million for the year ended 31 December 2002 to $62.7 million for the year ended 31 December 2002. All activities registered growth in turnover. Turnover for ornamental fish, accessories, and plastics and other business increased by $5.7 million or 31.2%, $15.3 million or 91.9% and $0.5 million or 7.1%, respectively for the year ended 31 December 2002 as compared to FY 2001. Comparing to the 4th quarter of FY 2001, turnover for ornamental fish and accessories increased by $0.9 million or 20.0% and $4.9 million or 97.8% respectively in the 4th quarter of FY 2002. However, our plastics and other business registered flat growth in the 4th quarter of FY 2002 as compared to its corresponding period in FY 2001.

                        The turnover of ornamental fish continued to record growth in the 4th quarter of FY 2002. The increase in the turnover of ornamental fish in the last quarter as well as the entire FY 2002 is mainly due to sales of ornamental fish to the growing numbers of local fish retail outlets and to visitors patronizing our in-house retail outlet. We also managed to increase our export of ornamental fish from Singapore and China to more countries. Our subsidiary in Thailand (dealing with fish) and our newly set-up fish division in Malaysia, both commenced their operations in January 2002, have also contributed positively to the turnover of ornamental fish in FY 2002.

                        With the import deregulations in Taiwan, the sales of Dragon Fish to Taiwan has accounted for approximately 23% of the increase in our sales of ornamental fish in FY 2002.

                        Our accessories' turnover surged in FY 2002 mainly due to the significant improvement in the turnover from our Malaysia & Thailand subsidiaries as a result of market share gained from these countries. Our overseas operations (including Wan Jiang, which became a subsidiary in the 4th quarter of FY 2002) contributed approximately 65% of the increase in accessories turnover for FY 2002.

                        In the domestic market, we continue to expand and penetrate our distribution network to more local retailers and supermarkets, which has also resulted in the increase in sales of our accessories products.

                        Our turnover for plastic and others activities are experiencing flat growth due to local market competitiveness. We managed to generate more sales through focusing on selling more high-value items and expanding our distribution channel to outside Singapore.

                        On a geographical basis, turnover from Singapore grew 39% in FY 2002 mainly as a result of improved sales of fish & aquarium accessories to local retailers and sales generated from our in-house retail outlets. Turnover from overseas grew by 71.3% in FY2002 compared to FY2001. Both the Singapore and overseas operations' constant effort in expanding our distribution network into untapped markets contributed to the increased in overseas turnover.


                        Operating profit before taxation

                        4th Quarter 2002 vs
                        4th Quarter 2001
                        4th Qtr 2002
                        $'000
                        4th Qtr 2001
                        $'000
                        Increased
                        (Decreased)
                        $'000
                        %
                        Fish
                        420
                        618
                        (198)
                        (32.0)
                        Accessories
                        2,411
                        1,061
                        1,350
                        127.2
                        Plastic & others
                        87
                        161
                        (74)
                        (46.0)
                        Unallocated corporate expenses
                        (437)
                        (301)
                        (136)
                        45.2
                        2,481
                        1,539
                        942
                        FY 2002
                        $'000
                        FY 2001
                        $'000
                        Increased
                        (Decreased)
                        $'000
                        %
                        Fish
                        2,438
                        2,086
                        352
                        16.9
                        Accessories
                        7,278
                        2,654
                        4,624
                        174.2
                        Plastic & others
                        272
                        559
                        (287)
                        (51.3)
                        Unallocated corporate expenses
                        (1,400)
                        (926)
                        (474)
                        51.2
                        8,588
                        4,373
                        4,215
                        Our operating profit increased by $4.2 million or 96.4% to $8.6 million in FY 2002 as compared to $4.4 million in FY 2001. Profit after taxation increased by 84.0% from $3.6 million for the year ended 31 December 2001 to approximately $6.6 million for the year ended 31 December 2002.

                        During the 4th quarter of FY 2002, our operating profit from ornamental fish dipped notwithstanding the increase in turnover due to a slight dip in the gross profit margin yielded for certain fish species as compared to its corresponding period in FY 2001. In addition, the lower sales of Dragon Fish in the 4th quarter of FY 2002 (due to shortage in supply) have affected the profit margin for our fish business in that quarter. Despite the lower margin attained in FY 2002, operating profit from ornamental fish in FY 2002 was $0.4 million or 16.9% higher as compared to FY 2001 as a result of the improved sales volume this year.

                        Our accessories business is the main profit contributor in FY 2002. Throughout the year, with significant increase in sales volume from both our local and overseas operations, and better gross profit margin achieved through backward integration (by setting up a manufacturing base in Guangzhou), we managed to grow our operating profit from the accessories business significantly. In addition, our Thailand subsidiary, which incurred set-up and restructuring costs in FY 2001, managed to be operationally profitable in FY 2002, has contributed to the improved in profitability.

                        Despite the increase in turnover in FY 2002, our plastics and other business recorded a lower profit. This was as a result of lower gross profit margin (due to market competitiveness), higher operating costs experienced, coupled with losses incurred by one of our subsidiaries in PRC.

                        Unallocated corporate expenses relate to staff costs and administrative expenses incurred in relation to the overseeing of the Group's operations both locally and overseas. The increase was in line with additional headcount and corporate expenses.


                          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 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

                          We expect our Group to maintain a healthy growth in our turnover and overall profitability for the current year. We will continue to grow our profitability in our sales of ornamental fishes and accessories in Singapore and in the export markets. We will improve on our direct export sales of over 500 species and varieties of ornamental fishes to more than 60 countries.

                          We have over the last two years significantly expanded our regional distribution networks through our subsidiaries in the PRC, Malaysia and Thailand. Our regional distribution networks are now fully operational and well established. We will optimize our sales of ornamental fishes, in particularly, the Dragon Fish, and accessories to the regional markets through our well established distribution networks in the region. We will also take advantage of the import deregulation of ornamental fishes in Taiwan to further penetrate and build up increasing market presence in Taiwan. A substantial part of our growth for the current year will be driven by our overseas operations.

                          Further information on our current year operations and prospects are highlighted below:-

                          Acquisition of Kim Kang Aquaculture Sdn Bhd ("Kim Kang")

                          We envisage an increasing demand for Dragon Fishes (or Arowanas) in our regional markets, particularly in our new markets in Taiwan and the PRC, in the coming years. Customers who buy Dragon Fish are invariably well to do and belong to a niche market that is not susceptible to economic cycles. The demand for Dragon Fish has increased substantially over the last few years and we expect such demand to continue in the future.

                          Kim Kang has the requisite operational capacity, land and infrastructure and brooder stock to supply a substantial number of Dragon Fish to the market. The management and operations team from Kim Kang who will join our Group after the Acquisition have many years of experience in breeding and trading Dragon Fish. The Acquisition will enhance our Group's ability to ride the growth in demand for Dragon Fish in the current year as well as in the coming years.

                          Our Malaysian Subsidiary, Guan Guan

                          Guan Guan significantly increased its turnover and profitability in FY 2002. The growth in sales and profitability is expected to be maintained in the current year. We have expanded our distribution network in Malaysia and this is expected to facilitate our growth in the Malaysian sales of accessories this year. The export of ornamental fishes division in Guan Guan is now fully operational and we will commence export sales of fishes in Malaysia this year adding a further positive contribution to our turnover sales in Malaysia.

                          Our Thailand Subsidiaries

                          Our two subsidiaries in Thailand, Qian Hu Marketing and Thai Qian Hu, became operationally profitable in FY 2002. The distribution network growth in Thailand will be maintained. This year, we will begin retail sales of accessories in Thailand which we will develop through our distribution networks in Thailand. Our Thailand subsidiaries will increase our direct export sales of ornamental fishes.

                          Our PRC Subsidiaries

                          We increased our equity interests in the accessories manufacturing plant in Guanzhou, Wan Jiang, to 60% in the fourth quarter of FY 2002. In FY 2003, we will be able to consolidate the turnover and a higher share of profit of Wan Jiang.

                          In FY 2003, we will execute a marketing plan to increase market sales of accessories in the PRC. This will be undertaken through the establishment of an accessories marketing and distribution center in Shanghai which will actively promote and drive our accessories sales to the municipalities surrounding Shanghai (central PRC) and supported by Wan Jiang in Guanzhou (the southern region of the PRC) and Qian Yang in Beijing (the northern region of the PRC). We believe this will enhance our growth and profitability in our accessories business in the PRC for the current year.

                          Our Joint Venture Associated Company in Taiwan

                          Our sales of pet food in Taiwan is not expected to contribute significantly to our Group's results this year. We will, however, capitalize on our growing contacts and business relationships in Taiwan to build a via duct to promote our sales of ornamental fishes in the newly deregulated Taiwan market in the current year and for the future.


                          RISK FACTORS

                          Acquisition of Kim Kang

                          As in all business acquisitions, there is always an adjustment period before the systems of the new business can be fully integrated into the Group's management and operations. To minimize disruption and to ensure continuity in the operations of Kim Kang after the Acquisition, the original owner of Kim Kang, Mr Goh Siak Ngan, and his team of experienced operations personnel will be employed by our Group. Mr Goh and his wife will continue to hold a 35% equity stake in Kim Kang after the Acquisition and have entered into a shareholders' agreement with our Company to underscore their commitment to further grow Kim Kang as a joint venture with our Company. Our Group has more than 10 years business relationship with Mr Goh and we have over the last decade built a good relationship of trust and confidence with each other.

                          Outbreak of diseases and infection

                          Ornamental fish, like other livestock, is susceptible to disease and infection. However, different breeds of fishes are vulnerable to different types of diseases. While it is possible that a rare or virulent strain of bacteria or virus may infect a particular breed of fish in the farm, fatal infection across breeds is uncommon. We have institutionalized a comprehensive health management and quarantine system for all our domestic and overseas operations to ensure a consistently high standard of good health care management and hygiene for our fishes. Currently, all our domestic and overseas fish operations have attained ISO 9002 certification.

                          We will also institutionalize our comprehensive health management and quarantine system in Kim Kang after the completion of our acquisition to minimize any problems regarding health care and hygiene. It should be noted that Kim Kang breeds mainly Dragon Fish which is a very robust and hardy fish existing since pre-historic times. Any disease or bacteria strong enough to affect the Dragon Fish is expected to be very rare.

                          Suppliers and customers and General Business Risks

                          None of our suppliers or customers contribute more than 5% of our Group's turnover. While our Group faces the normal business risks associated with ageing collections and slow moving stocks, we have adopted a prudent accounting policy of a general 10% provision for all trade debts overdue for more than 120 days and a full provision for all non-moving stocks of a duration of more than 6 months.

                          Not reliant on the sale of any particular type of fish

                          Based on the FY 2002, Luo Han sales contributed approximately 5% of our fish sales and less than 2% of our Group total turnover. We sell over 500 species and varieties of ornamental fishes to more than 60 countries and are not reliant on the sale of any particular type or specimen of fish. Even after the acquisition of Kim Kang, our Group will not be reliant on the sale of the Dragon Fish because of our critical spread of fishes that we sell.

                          Fluctuations in foreign exchange currencies against the Sing Dollar

                          In FY 2002, approximately 90% of our sales were denominated in Singapore Dollars. Around 50% of our supplies were purchased in Sing Dollars, while the rest were in Euros, US dollars and the Yen. While our Group does not have any formal hedging policy against foreign exchange fluctuations, we continuously monitor the exchange rates of the major currencies and enter into hedging contracts with our banks from time to time whenever we detect any movements in the respective exchange rates which may impact on our profitability.

                            11. Dividend

                              (a) Current Financial Period Reported On

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

                              Name of Dividend
                              First & Final
                              Special Dividend
                              Dividend Type
                              Cash
                              Cash
                              Dividend Rate 6 % per ordinary share (less tax) 6 % per ordinary share (less tax)
                              Par value of shares
                              $0.10
                              $0.10
                              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
                              Dividend Type
                              Cash
                              Dividend Rate 6 % per ordinary share (less tax)
                              Par value of shares
                              $0.10
                              Tax Rate
                              24.5%


                              (c) Date payable
                          Subject to shareholders' approval in the Annual General Meeting to be held on 18 March 2003, the dividends will be paid on 10 April 2003.


                              (d) Books closure date
                          Registrable Transfers received by the Company's Registrar, M&C Services Private Limited at 138 Robinson Road #17-00, The Corporate Office, Singapore 068906, up to 5 pm on 28 March 2003 will be registered before entitlements to the proposed dividend are determined. The Register of Transfer and the Register of Members of the Company will be closed on 31 March 2003 for the payment of dividend.

                            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
                            SEGMENT INFORMATION

                            (i) BUSINESS SEGMENTS (The Group)

                            31/12/2002
                            Fish
                            $'000
                            Accessories
                            $'000
                            Plastics & others
                            $'000
                            Eliminations
                            $'000
                            Total
                            $'000
                            TURNOVER
                            External sales
                            24,023
                            31,935
                            6,735
                            -
                            62,693
                            Inter-segment sales
                            1,625
                            12,748
                            1,333
                            (15,706)
                            -
                            Total sales
                            25,648
                            44,683
                            8,068
                            (15,706)
                            62,693
                            RESULTS
                            Segment results
                            2,438
                            7,139
                            272
                            (85)
                            9,764
                            Unallocated expenses
                            (1,142)
                            8,622
                            Financial expenses - net
                            (173)
                            Share of profit of associated companies
                            139
                            Taxation
                            (2,053)
                            Minority interests
                            12
                            Net profit for the year
                            6,547
                            Net profit margin
                            10.1%
                            22.4%
                            4.0%
                            ASSETS & LIABILITIES
                            Assets
                            13,488
                            22,169
                            5,177
                            -
                            40,834
                            Investment in associated company
                            -
                            Unallocated assets
                            2,902
                            Total assets
                            43,736
                            Liabilities
                            4,247
                            7,822
                            1,460
                            -
                            13,529
                            Unallocated liabilities
                            1,982
                            Total liabilities
                            15,511
                            OTHER INFORMATION
                            Capital expenditure
                            1,213
                            1,099
                            188
                            -
                            2,500
                            Depreciation and amortisation
                            628
                            467
                            316
                            -
                            1,411
                            Other non-cash expenses (income)
                            166
                            (49)
                            16
                            -
                            133

                            31/12/2001
                            Fish
                            $'000
                            Accessories
                            $'000
                            Plastics & others
                            $'000
                            Eliminations
                            $'000
                            Total
                            $'000
                            TURNOVER
                            External sales
                            18,314
                            16,646
                            6,289
                            -
                            41,249
                            Inter-segment sales
                            511
                            3,721
                            179
                            (4,411)
                            -
                            Total sales
                            18,825
                            20,367
                            6,468
                            (4,411)
                            41,249
                            RESULTS
                            Segment results
                            2,086
                            2,675
                            545
                            21
                            5,327
                            Unallocated expenses
                            (817)
                            4,510
                            Financial expenses - net
                            (130)
                            Share of profit of associated companies
                            (7)
                            Taxation
                            (863)
                            Minority interest
                            48
                            Net profit for the year
                            3,558
                            Net profit margin
                            11.4%
                            16.1%
                            8.7%
                            ASSETS & LIABILITIES
                            Assets
                            11,144
                            10,582
                            5,457
                            -
                            27,183
                            Investment in associated companies
                            315
                            Unallocated assets
                            82
                            Total assets
                            27,580
                            Liabilities
                            3,158
                            2,919
                            1,695
                            -
                            7,772
                            Unallocated liabilities
                            2,575
                            Total liabilities
                            10,347
                            OTHER INFORMATION
                            Capital expenditure
                            389
                            651
                            922
                            -
                            1,962
                            Depreciation and amortisation
                            493
                            421
                            262
                            -
                            1,176
                            Other non-cash expenses (income)
                            73
                            (455)
                            (63)
                            -
                            (445)


                            (ii) GEOGRAPHICAL SEGMENTS (The Group)


                            Turnover
                            Turnover
                            Assets
                            Assets
                            Capital expenditure
                            Capital expenditure
                            31/12/2002
                            $'000
                            31/12/2001
                            $'000
                            31/12/2002
                            $'000
                            31/12/2001
                            $'000
                            31/12/2002
                            $'000
                            31/12/2001
                            $'000
                            Singapore
                            34,286
                            24,666
                            27,786
                            20,622
                            1,470
                            1,417
                            Asia
                            22,065
                            11,430
                            15,950
                            6,958
                            1,030
                            545
                            Europe
                            4,583
                            3,891
                            -
                            -
                            -
                            -
                            Others
                            1,759
                            1,262
                            -
                            -
                            -
                            -
                            Total
                            62,693
                            41,249
                            43,736
                            27,580
                            2,500
                            1,962

                              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

                                Not Applicable

                              15. A breakdown of sales
                              TURNOVER
                              Fish
                              $'000
                              Accessories
                              $'000
                              Plastics & others
                              $'000
                              Total
                              $'000
                              31/12/2002
                              Singapore
                              (including domestic sales & sales to Singapore)
                              12,199
                              15,641
                              6,446
                              34,286
                              Overseas
                              (including export to & sales in overseas)
                              11,824
                              16,294
                              289
                              28,407
                              Total sales
                              24,023
                              31,935
                              6,735
                              62,693
                              31/12/2001
                              Singapore
                              9,418
                              9,009
                              6,239
                              24,666
                              Overseas
                              8,896
                              7,637
                              50
                              16,583
                              Total sales
                              18,314
                              16,646
                              6,289
                              41,249


                                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$'000)
                                  Previous Full Year (S$'000)
                                  Ordinary
                                  964
                                  377
                                  Preference
                                  0
                                  0
                                  Total:
                                  964
                                  377


                              BY ORDER OF THE BOARD

                              Kenny Yap Kim Lee
                              Executive Chairman and Managing Director
                              20/01/2003

                              Attachments

                              1. Qian Hu Auditors' Report.pdf (Size: 52,591 bytes)