Global Uin Intelligence Holdings Limited — Interim / Quarterly Report 2022

Nov 12, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Singapore Food Holdings Limited 新加坡美食控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8496)

FIRST QUARTERLY RESULTS ANNOUNCEMENT FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2021

The board (the “ Board ”) of directors (the “ Directors ”) of Singapore Food Holdings Limited (the “ Company ”) is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries (together, the “ Group ”) for the three months ended 30 September 2021. This announcement, containing the full text of the First Quarterly Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) in relation to information to accompany preliminary announcement of quarterly results.

On behalf of the Board of Singapore Food Holdings Limited Goh Leong Heng Aris Chairman and executive Director

Singapore, 12 November 2021

As at the date of this announcement, the executive Directors are Mr. Goh Leong Heng Aris and Ms. Anita Chia Hee Mei (Xie Ximei); and the independent non-executive Directors are Mr. John Lim Boon Kiat, Mr. Kwok Kin Kwong Gary, Mr. Wong Wah and Mr. Kuan Hong Kin Daniel.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the Company’s website at www.proofer.com.sg.

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.

This report, for which the directors (the “ Directors ”) of Singapore Food Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.

SINGAPORE FOOD HOLDINGS LIMITED FIRST QUARTERLY REPORT 2021

CONTENTS

CONTENTS
CORPORATE INFORMATION	2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT	4
OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
UNAUDITED CONDENSED CONSOLIDATED STATEMENT	5
OF CHANGES IN EQUITY
NOTES TO THE UNAUDITED CONDENSED	6
CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT DISCUSSION AND ANALYSIS	9
DISCLOSURE OF INTERESTS AND OTHER INFORMATION	14

SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

CORPORATE INFORMATION

BOARD OF DIRECTORS

EXECUTIVE DIRECTORS

Mr. Goh Leong Heng Aris

(Chairman and Chief Operating Officer)

Ms. Anita Chia Hee Mei (Xie Ximei)

(Chief Executive Officer)

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. John Lim Boon Kiat Mr. Kwok Kin Kwong Gary Mr. Wong Wah Mr. Kuan Hong Kin Daniel

AUDIT COMMITTEE

Mr. Wong Wah (Chairman) Mr. John Lim Boon Kiat Mr. Kwok Kin Kwong Gary

REMUNERATION COMMITTEE

Mr. Kwok Kin Kwong Gary (Chairman) Mr. John Lim Boon Kiat Ms. Anita Chia Hee Mei (Xie Ximei)

NOMINATION COMMITTEE

Mr. Goh Leong Heng Aris (Chairman) Mr. John Lim Boon Kiat Mr. Kuan Hong Kin Daniel

COMPLIANCE OFFICER

Mr. Goh Leong Heng Aris

COMPLIANCE ADVISER

Kingsway Capital Limited 7/F, Tower One, Lippo Centre 89 Queensway Hong Kong

AUTHORISED REPRESENTATIVES

Mr. Goh Leong Heng Aris Mr. Yu Chun Kit

LEGAL ADVISERS

As to Hong Kong law: David Fong & Co. Unit A, 12/F China Overseas Building 139 Hennessy Road Wanchai Hong Kong

As to Cayman Islands law: Conyers Dill & Pearman Cayman Islands attorneys-at-law Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

REGISTERED OFFICE IN THE CAYMAN ISLANDS

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Unit A, 12/F China Overseas Building 139 Hennessy Road Wanchai Hong Kong

CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

COMPANY SECRETARY

Mr. Yu Chun Kit

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

CORPORATE INFORMATION

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Boardroom Share Registrars (HK) Limited 2103B, 21/F, 148 Electric Road North Point, Hong Kong

AUDITOR

HLB Hodgson Impey Cheng Limited Certified Public Accountants 31/F, Gloucester Tower The Landmark 11 Pedder Street Central Hong Kong

PRINCIPAL BANKERS

DBS Bank Limited 12 Marina Boulevard Marina Bay Financial Centre Tower 3 Singapore 018982

United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624

COMPANY’S WEBSITE

www.proofer.com.sg

STOCK CODE

8496

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

The board of Directors (the “ Board ”) of the Company is pleased to present the unaudited condensed consolidated results of the Company and its subsidiaries for the three months ended 30 September 2021 (the “ Period ”), together with the unaudited comparative figures for the three months ended 30 September 2020, as follows:

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

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----- Start of picture text -----

For the three months ended
30 September
2021 2020
S$ S$
Note (Unaudited) (Unaudited)
----- End of picture text -----

Revenue	3	3,492,545	3,099,162
Other income		42,747	331,363
Other losses, net		–	(27,070)
Raw materials and consumables used		(896,474)	(689,488)
Employee benefit cost		(1,043,684)	(1,148,924)
Expenses under short-term lease and variable lease payments		(60,006)	(61,511)
Rent concessions		273,624	421,776
Depreciation of right-of-use assets		(874,881)	(994,725)
Depreciation of plant and equipment		(110,339)	(135,719)
Other expenses		(532,156)	(280,133)
Finance income		–	4
Finance costs		(155,406)	(236,877)
Profit before income tax		135,970	277,858
Income tax expense	4	–	(33,343)
Profit and total comprehensive income for the period		135,970	244,515
Profit/(loss) and total comprehensive income/(expense)
for the period attributable to:
Owners of the Company		137,040	244,515
Non-controlling interests		(1,070)	–
		135,970	244,515
Earnings per share for income attributable to owners
of the Company (expressed in Singapore cents per share)
— Basic and diluted (S$ cents)	5	0.06	0.10

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the three months ended 30 September 2020 (unaudited)

	Attributable to the owners of the Company
	Share capital Share premium Other Reserves Accumulated losses Total equity
	S$ S$ S$ S$ S$
Balance at 1 July 2020 Profit and total comprehensive income for the financial period	441,360 7,100,029 1,780,379 (2,113,104) 7,208,664 – – – 244,515 244,515
Balance at 30 September 2020	441,360 7,100,029 1,780,379 (1,868,589) 7,453,179

For the three months ended 30 September 2021 (unaudited)

	Attributable to the owners of the Company
	Share capital Share premium Other Reserves Exchange Fluctuation Reserve Accumulated losses Sub-total Non- Controlling interests Total equity
	S$ S$ S$ S$ S$ S$ S$ S$
Balance at 1 July 2021 441,360 7,100,029 1,780,379 452 (6,997,069) 2,325,151 988 2,326,139 Profit/(loss) and total comprehensive income/(expense) for the financial period – – – – 137,040 137,040 (1,070) 135,970
Balance at 30 September 2021 441,360 7,100,029 1,780,379 452 (6,860,029) 2,462,191 (82) 2,462,109

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended 30 September 2021

1. CORPORATE INFORMATION

The Company was incorporated in the Cayman Islands on 16 May 2019 as an exempted company with limited liability under Companies Law Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of the Company’s registered office is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

The Company is an investment holding company. The Company and its subsidiaries (together, the “ Group ”) principally engage in the manufacturing and retailing of bakery products and operation of restaurants.

This unaudited consolidated financial statements are presented in Singapore dollars (“ S$ ”), unless otherwise stated, which is also the functional currency of the Company.

Prior to the incorporation of the Company and the completion of a reorganisation (the “ Reorganisation ”) in preparation for the listing of the Company’s shares on GEM (“ GEM ”) of The Stock Exchange of Hong Kong Limited (“the Listing ”), the Group’s business was operated by its subsidiaries incorporated in Singapore and Proofer Bakery & Pizzeria (collectively known as the “ Operating Companies ”), a sole proprietorship in Singapore, all of which were controlled by Goh Leong Heng Aris (“ Mr. Goh ”) and Anita Chia Hee Mei (“ Mrs. Goh ”) (together, the “ Goh Family ”). Upon completion of the Reorganisation on 24 April 2020, the Company became the holding company of the other companies comprising the Group.

2. BASIS OF PREPARATION AND REORGANISATION

The unaudited consolidated financial statements for the three month ended 30 September 2021 have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) issued by International Accounting Standards Board (the “ IASB ”) and the disclosure requirements of the Hong Kong Companies Ordinance. The unaudited consolidated financial statements have been prepared under the historical cost convention.

Immediately prior to the Reorganisation, the Group’s business was conducted through the Operating Companies. Pursuant to the Reorganisation, the Group’s business was transferred to and held by the Company. The Company has not been involved in any other business prior to the Reorganisation and does not meet the definition of a business as defined under IFRS. The Reorganisation is merely a reorganisation of the Group’s business with no change in management and the ultimate owners of the Group’s business remain unchanged.

The Group resulting from the Reorganisation is therefore regarded as a continuation of the Group’s business under the Operating Companies. Accordingly, the consolidated financial statements have been prepared and presented as a continuation of the Group’s business as if the Group structure has existed as at 1 July 2018.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended 30 September 2021

2. BASIS OF PREPARATION AND REORGANISATION (Continued)

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial information for the year ended 30 June 2021 as set out in the annual report of the Company dated 28 September 2021 (“ Annual Report ”) and the unaudited condensed consolidated financial information for the period ended 30 September 2020 as set out in the first quarterly report of the Company dated 11 November 2020.

The accounting policies used in the financial highlights for the three months ended 30 September 2021 are the same as those followed in the preparation of the Group’s Annual Report.

3. REVENUE

The operating segments have been identified on the basis of internal management reports prepared in accordance with the Group’s accounting policies. The executive directors of the Company have been identified as the chief operating decision maker (“ CODM ”). The CODM monitors the operating results of its segments separately for the purpose of making decisions about resource allocation and performance assessment.

The Group operates under three operating segments:

1. sale of bakery products — operation of retail bakery outlets;

2. operation of restaurants — operation of fast casual dining restaurants; and

3. Beverage kiosk

The CODM considers the business from a product perspective. They reviewed the qualitative factors such as business activities, economic and legal characteristics and quantitative factors such as financial performance to assess the performance of the operating segments. Revenue generated by the respective operating segments in the respective periods is as follows:

		Three months ended 30 September 2021 2020 S$ S$	Three months ended 30 September 2021 2020 S$ S$
	Bakery outlets	2,531,848	2,201,738
	Fast casual dining restaurants
	— Japanese	407,632	555,136
	— Western	42,015	320,981
	— Chinese	498,435	–
	Beverage kiosk	12,615	21,307
	Total revenue	3,492,545	3,099,162

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended 30 September 2021

4. INCOME TAX EXPENSE

Income tax is accrued using the tax rate that would be applicable to expected total annual profit or loss.

5. EARNING PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the period.

	Three months ended 30 September 2021 2020 (Unaudited) (Unaudited)	Three months ended 30 September 2021 2020 (Unaudited) (Unaudited)
Net profit attributable to owners of the Company (S$)	137,040	244,515
Weighted average number of ordinary shares outstanding
for basic earnings per share	240,000,000	240,000,000
Basic earnings per share (S$ cents per share)	0.06	0.10

(b) Diluted

For the Period and the three months ended 30 September 2020, diluted earnings per share equals basic earnings per share as there were no dilutive potential ordinary shares in existence during the periods.

6. DIVIDEND

No dividends have been proposed or paid by the Company or any of its subsidiaries during the Period (three months ended 30 September 2020: nil).

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

We are a fast-growing multi-brand Singapore-based Food and Beverages (“ F&B ”) group that offers broad customer appeal. As at 30 September 2021, the Group has (i) 24 bakery outlets; (ii) 5 Japanese fast casual dining restaurants; (iii) one Western fast casual dining restaurants; (iv) 4 Chinese fast casual dining restaurants; and (v) one beverage kiosk, in Singapore. In addition to this, the Group has one Western restaurant in Shanghai, the People’s Republic of China.

For the Period, the Group recorded net profit attributable to the owners of the Company of approximately S$0.1 million, while for the three months ended 30 September 2020, the Group recorded net profit attributable to the owners of the Company of approximately S$0.2 million.

OUTLOOK

The shares of the Company were listed on GEM on 18 May 2020 (the “ Listing Date ”) by way of share offer (the “ Share Offer ”). The Group is constantly seeking ways to enhance our operational efficiency and the profitability of our business. The Group will also proactively explore opportunities to expand our customer base and our market share which will boost value to our shareholders.

The net proceeds from the Share Offer will provide financial resources to the Group to meet and achieve our business objectives and strategies which will further strengthen the Group’s market position in Singapore and Hong Kong. With the constant change in consumer preferences and spending patterns, there is a need for the Group to diligently revise its business strategies and also to explore alternative concepts within F&B industry.

The Group is striving to expedite the expansion plans laid out in the announcement dated 23 June 2021, as well as expansions for new concepts. The coming year will be a year of recovery and aggressive expansions. We will also devote resources to improving the efficiency of our processes and through all these, enhance the value brought to our stakeholders.

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW

Revenue

All of the Group’s revenue was generated through our outlets. The number of outlets for the respective concepts as at the respective period-ends has been set out in the following table:

	Three months ended 30 September 2021 2020	Three months ended 30 September 2021 2020
Bakery outlets	24	21
Fast casual dining restaurants
— Japanese	5	4
— Western	2	2
— Chinese	4	–
Beverage Kiosk	1	1
Total	36	28

Our revenue increased by approximately S$0.4 million, or 12.7% from approximately S$3.1 million for the three months ended 30 September 2020 to approximately S$3.5 million for the Period. This increase is due to the increase in number of outlets and the economy is recovering from the COVID-19 pandemic.

The table below sets forth a breakdown of the Group’s revenue generated by each concept and the percentage of revenue contribution of each concept to the Group’s total revenue in each financial period:

	Three months ended 30 September 2021 2020 Total revenue % of total revenue Total revenue % of total revenue S$ % S$ %	Three months ended 30 September 2021 2020 Total revenue % of total revenue Total revenue % of total revenue S$ % S$ %	Three months ended 30 September 2021 2020 Total revenue % of total revenue Total revenue % of total revenue S$ % S$ %	Three months ended 30 September 2021 2020 Total revenue % of total revenue Total revenue % of total revenue S$ % S$ %
Bakery outlets	2,531,848	72.5	2,201,738	71.0
Fast casual dining restaurants
— Japanese	407,632	11.7	555,136	17.9
— Western	42,015	1.2	320,981	10.4
— Chinese	498,435	14.2	–	–
Others	12,615	0.4	21,307	0.7
Total revenue	3,492,545	100.0	3,099,162	100.0

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

MANAGEMENT DISCUSSION AND ANALYSIS

Other income

Our other income decreased by approximately S$0.3 million, or 87.1%, from approximately S$0.3 million for the three months ended 30 September 2020 to S$42,747 for the Period. This decrease was due to additional grants provided by the Singapore Government during the three months ended 30 September 2020, namely the Job Support Scheme (“ JSS ”) and the foreign worker levy (“ FWL ”) rebate, to assist companies in coping with the impacts of the Coronavirus outbreak.

Raw materials and consumables used

Raw materials and consumables mainly consist of (i) food ingredients and (ii) packaging materials.

There was an increase in raw materials and consumables used by approximately S$0.2 million, or 30.0% from approximately S$0.7 million for the three months ended 30 September 2020 to S$0.9 million of the Period. This increase was due to increase in number of outlets during the Period.

Employee benefit cost

Our employee benefit cost comprises (i) wages, salaries and allowances paid to our employees, including our Directors, managerial and operation staff; (ii) employer’s contribution to defined contribution plans and (iii) levies on foreign workers and skills development imposed by the Singapore Government.

There was a decrease in employee benefit cost by approximately S$0.1 million, or 9.2% from approximately $1.1 million for the financial period ended 30 September 2020 to approximately S$1.0 million for the Period. This decrease was due to the Group is sharing resources internally and not hiring additional staff start to replace staff turnover during the Period.

Cost of leasing for our operations

Our cost of leasing for operations represented rental-related costs for leasing our outlets, head office, central kitchen premises and motor vehicles as shown in the following table:

	Three months ended 30 September 2021 2020 S$ S$	Three months ended 30 September 2021 2020 S$ S$
Expenses under short-term lease and variable lease payments	60,006	61,511
Depreciation of right-of-use assets	874,881	994,725
Interest expense on lease liabilities	146,986	221,642
Rent concessions	(273,624)	(421,776)
Total	808,249	856,102

There were no significant variances comparing the cost of leasing for our operations incurred during the Period and the three months ended 30 September 2020.

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

MANAGEMENT DISCUSSION AND ANALYSIS

Depreciation of plant and equipment

Depreciation expense arises from the systematic allocation of the costs, less respective residual value of our plant and equipment over their respective useful lives.

The depreciation expense incurred during the Period was S$110,339 (three months ended 30 September 2020: S$135,719).

The decrease in depreciation of plant and equipment for the Period was due to approximately S$0.2 million of plant and equipment was impaired for the year ended 30 June 2021.

Other expenses

Our other expenses consist of other operating expenses such as utilities, delivery agent service charges, legal and professional fees, and other miscellaneous administrative expenses.

Other expenses incurred during the Period was S$532,156 (three months ended 30 September 2020: S$280,133).

The increase in other expenses for the Period was mainly due to increase in other operating expenses due to opening of new outlets during the Period.

Income tax expense

Income tax is accrued using the tax rate that would be applicable to expected total annual profit or loss.

There were no income tax expense incurred during the Period as the taxable profit was set off by the tax losses brought forward.

Net profit for the period

Our net profit attributable to the owner of the Company decreased by approximately S$0.1 million, or 43.6% from approximately S$0.2 million for the three months ended 30 September 2020 to approximately S$0.1 million for the Period. The decrease was mainly due to the increase in the other expenses incurred from opening of new outlets during the Period.

DIVIDEND

The Board does not recommend the payment of dividend for the Period (for the period ended 30 September 2020: nil).

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

MANAGEMENT DISCUSSION AND ANALYSIS

INTEREST IN COMPETING INTERESTS

None of the Directors, the controlling shareholders of the Company, or any of their respective close associates (as defined in the GEM Listing Rules) is interested in a business apart from the Group’s business which competes or is likely to compete, directly or indirectly, with the Group’s business during the Period, and is required to be disclosed pursuant to rule 11.04 of the GEM Listing Rules.

INTERESTS OF THE COMPLIANCE ADVISER

In accordance with Rule 6A.19 of the GEM Listing Rules, the Company has appointed Kingsway Capital Limited (“ Kingsway ”) as its new compliance adviser with effect from 16 February 2021. Except for the compliance adviser agreement entered into between the Company and Kingsway dated 16 February 2021, neither Kingsway nor its directors, employees or close associates (as defined under the GEM Listing Rules) had any interests in relation to the Company or in the share capital of any member of the Company which is required to be notified to the Group pursuant to Rule 6A.32 of the GEM Listing Rules as at the date of this report.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities during the Period.

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

DISCLOSURE OF INTERESTS AND OTHER INFORMATION

DISCLOSURE OF INTERESTS AND OTHER INFORMATION

Directors’ And Chief Executive’s Interests And Short Positions In The Shares, The Underlying Shares Or Debentures Of The Company And Its Associated Corporations

As at 30 September 2021, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”)) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or which were required, pursuant to the required standard of dealings as referred to in Rule 5.46 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

I. Long position in the ordinary shares of the Company

Name of Director	Nature of interest	Long/short positions	Number of shares held/interested	Percentage of shareholding
Mr. Goh Leong Heng Aris	Interest in a controlled	Long	153,000,000	63.75%
(“Mr. Aris Goh”)	corporation_(Note)_
Ms. Anita Chia Hee Mei	Interest in a controlled	Long	153,000,000	63.75%
(“Ms. Anita Chia”)	corporation_(Note)_

Note: These shares were held by AA Food Holdings Limited (“ AA Food ”), a controlled corporation of Mr. Goh Leong Heng Aris and Ms. Anita Chia Hee Mei.

II. Long position in the ordinary shares of associated corporation — AA Food

Name of Director	Nature of interest Number of shares held/interested	Percentage of shareholding
Mr. Goh Leong Heng Aris	Beneficial owner 1	50%
(“Mr. Aris Goh”)
Ms. Anita Chia Hee Mei	Beneficial owner 1	50%
(“Ms. Anita Chia”)

Saved as disclosed above, as at 30 September 2021, none of the Directors nor the chief executive of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO.

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

DISCLOSURE OF INTERESTS AND OTHER INFORMATION

Substantial Shareholders’ And Other Persons’ Interests And Short Positions In The Shares, And Underlying Shares Of The Company

As at 30 September 2021, the following parties (other than the Directors or the chief executive of the Company) had interests of 5% or more in the shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

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Name of substantial Number of shares Long/Short Percentage
shareholder Nature of interest held/interested Positions of shareholding
----- End of picture text -----

AA Food_(note 1)_	Beneficial interest	153,000,000	Long	63.75%
Mr. Aris Goh_(note 1)_	Interest in a controlled	153,000,000	Long	63.75%
	corporation
Ms. Anita Chia_(note 1)_	Interest in a controlled	153,000,000	Long	63.75%
	corporation
Dunman Capital Global	Beneficial interest	27,000,000	Long	11.25%
Limited_(note 2)_
Mr. Yang Fan	Interest in a controlled	27,000,000	Long	11.25%
(“Mr. Yang”)(note 2)	corporation
Ms. Zhong Hua_(note 3)_	Interest of spouse	27,000,000	Long	11.25%

Notes:

(1) AA Food is directly owned by Mr. Aris Goh and Ms. Anita Chia in equal share. Since (i) Mr. Aris Goh is the spouse of Ms. Anita Chia; and (ii) AA Food is owned by Mr. Aris Goh and Ms. Anita Chia in equal share, each of Mr. Aris Goh and Ms. Anita Chia is deemed to be interested in all the shares held by AA Food under the SFO.

• (2) Dunman Capital Global Limited is wholly-owned by Mr. Yang. As such, Mr. Yang is deemed to be interested in all the shares held by Dunman Capital Global Limited under the SFO.

(3) Ms. Zhong Hua is the spouse of Mr. Yang. Accordingly, Ms. Zhong Hua is deemed or taken to be interested in all the shares which Mr. Yang is interested in under the SFO.

Save as disclosed above, as at 30 September 2021, the Company is not aware of any other person (other than the Directors or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under section 336 of the SFO.

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SINGAPORE FOOD HOLDINGS LIMITED - FIRST QUARTERLY REPORT 2021

DISCLOSURE OF INTERESTS AND OTHER INFORMATION

CORPORATE GOVERNANCE PRACTICES

The Company recognises the importance of corporate transparency and accountability. The Company is committed to achieving and maintaining a high standard of corporate governance, as our Board believes that good and effective corporate governance practices are key to obtaining and maintaining the trust of the shareholders of the Company and other stakeholders, and are essential for encouraging accountability and transparency so as to sustain the success of the Group and to create long-term value for the shareholders of the Company.

The Company’s corporate governance practices are based on the Corporate Governance Code (the “ CG Code ”) contained in Appendix 15 of the GEM Listing Rules. To the best knowledge of the Board, the Company has complied with the CG Code throughout the Period and up to the date of this report.

DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct regarding securities transactions by Directors in respect of the shares of the Company (the “ Code of Conduct ”). After specific enquires by the Company, all Directors have confirmed that they have fully complied with the required standard of dealings set out in the Code of Conduct throughout the Period and up to the date of this report.

SHARE OPTION SCHEME

The Company has adopted the Share Option Scheme on 24 April 2020. The terms of the Share Option Scheme are in accordance with the provisions of Chapter 23 of the GEM Listing Rules. No share option has been granted under the Share Option Scheme since its adoption.

AUDIT COMMITTEES

The Group established the Audit Committee on 24 April 2020 with written terms of reference in compliance with Rule 5.29 of the GEM Listing Rules and paragraph C.3.3 of the CG Code. The primary duties of our Audit Committee include, among others, (a) making recommendations to our Board on the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor; (b) reviewing our financial statements, our periodic reports and accounts and significant financial reporting judgements contained therein; and (c) reviewing our financial controls, internal control and risk management systems. Our Audit Committee comprises three independent non-executive Directors, namely Mr. John Lim Boon Kiat, Mr. Kwok Kin Kwong Gary and Mr. Wong Wah. Mr. Wong Wah is the chairman of our Audit Committee.

The unaudited first quarterly results of the Company for the three months ended 30 September 2021 have not been audited by the Company’s independent auditors, but have been reviewed by the audit committee members who have provided advice and comments thereon.

By Order of the Board Singapore Food Holdings Limited Goh Leong Heng Aris Chairman and executive Director

Singapore, 12 November 2021

As at the date of this report, the executive Directors are Mr. Goh Leong Heng Aris, Ms. Anita Chia Hee Mei (Xie Ximei); and the independent non-executive Directors are, Mr. John Lim Boon Kiat, Mr. Kwok Kin Kwong Gary, Mr. Wong Wah and Mr. Kuan Hong Kin Daniel.

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