Refreshing

Asian
Goodness

YEO HIAP SENG LIMITED | ANNUAL REPORT 2023

Yeo Hiap Seng Limited ANNUAL

(Company Registration No.: 195500138Z)
3 Senoko Way, Singapore 758057. REPORT
Tel: +65 6752 2122
www.yeos.com.sg Yeo’s Drinkable Garden, Gardens by the Bay Singapore, 16 Sep-13 Oct 2023 2023
Rebalance
Your Body
Table of Contents

02 Chairman’s Message

12 Financial Highlights

13 Corporate Information

14 Profile of the Board of Directors

25 Profile of Management

26 Corporate Governance Report

55 Sustainability Report

93 Financial Statements

181 Statistics of Shareholdings

183 Notice of Annual General Meeting

190 Supplemental Information on

Directors Seeking Re-Election

Proxy Form
 CHAIRMAN’S MESSAGE
Dear Shareholders,

On behalf of the Board of Directors (“Board”), I am pleased 2017. Additionally, our yield optimisation efforts helped
to present the annual report of Yeo Hiap Seng Limited improve overall profitability with an increase in interest
(“Yeo’s”) for the financial year ended 31 December 2023 income by 194%.
(FY2023).
The Group ended the year with holdings of cash and
Despite the headwinds of continued inflationary other liquid financial assets amounting to $240.1 million,
pressures, higher-for-longer interest rates, fluctuations representing an increase of $25.0 million over the
in foreign exchange rates and tightening monetary previous year. The Group’s robust financial position
conditions, we managed to improve our margins, achieved will help us to weather economic uncertainties while
a stronger net profit and increased net cash generated continuing to invest in our brand, product portfolio and
from operations by $30 million. We also continued to operations.
invest in our brand and product portfolio through a series
of carefully planned marketing campaigns on our brand The Board is pleased to declare a final dividend of $0.02
relaunch, including a notable partnership with Gardens per share with a scrip dividend option for approval at our
by the Bay on Yeo’s Drinkable Garden. forthcoming annual general meeting.

I would like to extend my sincere appreciation to the Strengthening Our Core

management team for their stewardship, hard work
As the pioneer of authentic Asian drinks, we are
and agility in executing strategies amidst the changing
dedicated to preserving our heritage drinks and the
market conditions. I would also like to thank all colleagues
authenticity of Asian ingredients. Through the launch
for their tireless efforts and dedication, and our partners
of Yeo’s vibrant new packaging designs, we pay homage
for their steadfast support.
to the wholesomeness of quality Asian ingredients
inherent in each meticulously crafted drink. Striking a
Financial Overview
good balance between tradition and innovation, these
Group revenue decreased by 7.1% to $332.7 million, new designs invite users to rediscover our brand, and
mainly due to the movements in foreign exchange rates, appeal to health-conscious consumers, who are looking
which more than offset sales growth in Malaysia and for healthier refreshments that are also delicious. The
Indonesia. Excluding the effect of movements in foreign relaunch has garnered positive feedback from both
exchange rates, Group revenue edged down by 3.2% due media and consumers.
to subdued consumer sentiments worldwide, particularly
in Cambodia and China.

Gross profit remained stable at $108.0 million. Our cost

optimisation efforts, aimed at proactively containing the
impact of higher input costs and improving manufacturing
efficiency, helped to mitigate the effects of inflation,
resulting in a 2.5 percentage point improvement over the
previous year in our gross profit margin to 32.5%.

The Group’s net profit attributable to shareholders for

FY2023 was $6.7 million, representing an increase of
180% over the previous year.

We strengthened our balance sheet and maintained a

debt-free position as at 31 December 2023. While interest
rate was raised and liquidity conditions tightened
during the year, our efforts to improve working capital
management resulted in net cash generated from
New packaging designs celebrating authentic Asian crafted drinks
operating activities of $30.0 million, the highest since

2 YEO HIAP SENG LIMITED • Annual Report 2023

Yeo’s Drinkable Garden Yeo Hiap Seng Limited was presented with the Bronze
award in the Best Investor Relations Award in the
The highlight of the brand relaunch was Yeo’s Drinkable
Mid-Cap category at the Singapore Corporate Awards
Garden – an immersive installation inspired by the
2023 in recognition of its efforts to uphold corporate
brand’s signature and most distinguishable drink – Yeo’s
governance and transparency.
Chrysanthemum Tea. In collaboration with Gardens by
the Bay, Singapore’s premier horticultural destination,
we launched a month-long exhibit to pay homage to the
essential ingredient of chrysanthemum and celebrate
the exceptional cooling and calming properties in Yeo’s
Chrysanthemum Tea. Additionally, we staged pop-ups at
TCM clinic Oriental Remedies to promote the core values
of our signature drink – chrysanthemum tea crafted
with aroma and flavour, brewed in its purest form with
no compromise on taste – a true celebration of the best
of our heritage combined with creativity and innovation.

Awards and Recognition

At the 2023 FMCG Asia Awards organised by Retail Asia,
Yeo’s Drinkable Garden was awarded the Campaign
of the Year – Singapore, highlighting the company’s
commitment to innovation and brand-building.

Yeo’s Singapore was recognised as one of HR Asia’s Best

Companies to Work For in Asia for 2023. In its ninth
year, the prestigious HR Asia Best Companies to Work
for in Asia – Singapore 2023 awards has acknowledged
41 organisations for their commitment to creating
outstanding workplaces. Out of 332 companies, we are
incredibly humbled to be among the pantheon of winners.
Not only did we succeed as one of the category winners
for “Best Company to Work For in Asia”, we also won
in two remarkable categories: Digital Transformation
Award for recognising our innovative use of technology
to revolutionise our human resource practices; and Most
Caring Company Award for our care and support for our
employees, especially during challenging times.

Yeo’s Cambodia also achieved being Certified™ as a

Great Place to Work® in 2023. This accomplishment not
only reflects the dedication and efforts of the team, but
also highlights the positive impact our clients, partners
Immersive Drinkable Garden collaboration at Gardens by the Bay
and families have towards the organisation.

Refreshing Asian Goodness 3

 Community Engagement
Over the past year, we have focused on extending
community outreach and sampling initiatives. Across
all markets, we invited the public to rediscover their
favourite Yeo’s beverages. These engagements have
not only enabled us to convey our commitment to
authenticity but have also provided invaluable insights
into the evolving tastes and preferences of our discerning
consumers.

In Singapore, we participated in Sentosa’s Food Truck

Fiesta, offering refreshments alongside aspiring chefs
and live music. Our heritage push-carts were a highlight
at the Mid-Autumn Festival celebrations at Gardens by
the Bay, where visitors enjoyed our beverages vis-a-vis
beautiful lantern displays. We also made our presence
felt at community events like POSB Kid’s Run, where we
set up interactive games and shared our beverages.

In Malaysia, we strategically placed pop-ups at popular

malls such as Sungei Wang, Sunway Pyramid, and the
Starhill. Leveraging our tailored Yeo’s vibrant 20-foot
truck, we maximised brand visibility and engaged in direct
interactions with consumers, creating a memorable and
immersive product sampling experience.

Yeo’s bringing heritage drinks to Sentosa’s Food Truck Extravaganza

Yeo’s Malaysia connecting with consumers with new vibrant packaging

4 YEO HIAP SENG LIMITED • Annual Report 2023

In Cambodia, we engaged students through interactive
booths and product edutainment at institutions such
as Phnom Penh International University, National
University of Management (NUM) and the Institute of
Technology of Cambodia. We also conducted sampling
activations at high-traffic heartland hubs such as inter-
city bus terminals and wet markets. These initiatives underscore our commitment to
engaging with communities and understanding the
preferences of our consumers, contributing to the
continued development and growth of Yeo’s in the global
market.

Partnerships and Collaborations

Our partnerships have played a pivotal role in our ongoing
development, and we express our heartfelt gratitude to
all our collaborators and partners in 2023. One notable
partnership is with Maximilian Maeder, World Champion
and 3-time World Youth Champion for Formula Kite,
aimed at inspiring youth in Singapore and Asia. We shall
continue to work with Maximilian and the Singapore
Sailing Federation to support growth of the sport to the
highest possible level.

Yeo’s Green Tea with Aloe Vera hits Cambodian campuses

In China, we have extended efforts to sampling events in

shopping malls, restaurants as well as the food catering
channel, ensuring a comprehensive strategy to connect
with our diverse consumer base.

Maximilian Maeder, World Kitefoiling Champion, poised to make a

splash representing Singapore at the Paris Olympics 2024

Yeo’s sampling across China’s malls and restaurants

Refreshing Asian Goodness 5

 In UK, we are delighted to work with Chef Dan Lee,
the 2021 MasterChef Professional winner, on exclusive
recipes featuring Yeo’s Satay Sauce, Hot Bean Sauce,
Laksa Paste and Chilli Sauce with Garlic. Chef Dan Lee’s
culinary prowess adds a delightful fusion of flavours to
our heritage-inspired products, elevating the culinary
experience for our discerning customers.

Yeo’s launches refreshing new packaging designs in Malaysia and

Singapore

In collaboration with the FairPrice Group Singapore,

we celebrated the supermarket’s 50th anniversary by
launching special-edition Snow Chrysanthemum Tea Yeo’s UK’s partnership with Chef Dan Lee, 2021 MasterChef
and Lychee with Aloe Vera bits. These limited editions Professional winner, crafting exclusive recipes

feature cheerful retro designs that pay tribute to the

traditional drinks. In New York, USA, we partnered with Urban Hawker, a
Singapore-style food court near Midtown Manhattan, for
a summer promotion featuring our best-selling drinks.

Yeo’s celebrating FairPrice supermarket’s Golden Jubilee with special

edition heritage drinks

Yeo’s summer promotion at Urban Hawker New York

6 YEO HIAP SENG LIMITED • Annual Report 2023

New Product Launches
In our commitment to catering to the evolving
preferences of our consumers, we are delighted to launch
new beverage products across key markets. In Singapore
and Malaysia, we have unveiled two new offerings,
namely Brown Sugar Soy Milk and First Harvest Green
Tea. First Harvest Green Tea enjoyed a well-received Serving Our Communities
launch in Q4 2023, and it continues to deliver good sales At Yeo’s, we hold the belief that it is our responsibility
result. Similarly, in Cambodia, we have introduced Green and privilege to serve the communities we operate in.
Tea with Aloe Vera bits and Soy Immuniti. Last year, we donated food and beverage products to
government agencies, charitable organisations and
disaster-stricken communities.

In Malaysia, Yeo’s was the main sponsor for National

Museum of Malaysia’s 60th anniversary celebrations.
Yeo’s Malaysia and the Ng Teng Fong Charitable
Foundation also responded to the Johor Queen’s Charity
Foundation drive by donating RM300,000 to help flood
victims in the State of Johor.

Yeo’s First Harvest Green Tea launches in Singapore and Malaysia

Yeo’s, the main sponsor for the 60th anniversary celebrations of the
National Museum of Malaysia

Yeo’s Green Tea with Aloe Vera debuts in Cambodia

Refreshing Asian Goodness 7

 In Cambodia, our partnership with the Cambodian Furthermore, our strides in learning digitisation,
Children’s Fund (CCF) began last year with the particularly the advancements made on our Learning
construction of the new kindergarten. In 2023, we Management System (LMS) platform, demonstrates our
continued our support by donating 200 cartons of soy dedication to continuous learning and development.
milk through the “Morning Healthy Meal” programme, These efforts underscore our commitment to equipping
which supports CCF students and the community. our workforce with the latest tools and knowledge
essential for navigating an ever-evolving industry
landscape.

Our relentless focus on training remains unwavering

with the recent establishment of our Sales Academy. This
initiative is pivotal in honing the skills of our sales force,
ensuring they remain at the forefront of industry trends
and proven customer practices.

In line with our commitment to fostering a culture of

execution excellence, we introduced Yeo’s Core Habit.
This foundational culture aims to elevate our standards,
fostering a work environment where executional
excellence is a core discipline.

Yeo’s supports Cambodian Children’s Fund, ensuring daily morning

healthy meals for brighter futures

In Indonesia, Yeo’s partnered with Alfamart, the

country’s premier minimarket chain, to contribute
towards veterans in Jakarta and its surrounding areas.
On 24 August 2023, we commemorated the occasion
with 150 veterans from Jakarta, Bogor, Tangerang, and
Depok, expressing our gratitude through cash donations
to their foundation.

In USA, Yeo’s joined organisations in local Thanksgiving

food drives to provide nutritious beverages and care
packages for communities in need.
Core Habit Workshop in Malaysia

Protecting and Investing in Our People

Looking ahead, our dedication to our people remains
Our journey this year has been marked by a profound
resolute. Their passion and commitment are the driving
commitment to the professional growth and development
force behind our success, and we will continue investing
of our people.
in initiatives that empower, inspire and cultivate a
thriving workforce.
One of our highlights of the past year is the
implementation of the HRIS platform SAP Success
Factors across our operating markets. This has improved
our HR system, streamlining processes and enabling us
to better support our employees on their professional
journeys.

8 YEO HIAP SENG LIMITED • Annual Report 2023

Sustainability at the Forefront
We integrate our sustainability vision into every aspect
of our business and operational strategy, guided by our
core values. Our continuous pursuit of improvement
is aimed at minimising our environmental footprint,
driving innovation to provide consumers with healthier
and higher-quality choices, and actively contributing to
local communities.

Environment: Recognising climate change as the

defining challenge of our era, Yeo’s has embarked on a
comprehensive plan to reduce environmental impact
from operations. In 2023, through installation of solar
panels at our Singapore and Guangzhou plants, we
managed to reduce carbon footprint by 860 tonnes.

Solar Photovoltaic Panels in Singapore Senoko Plant

Health & Well-being: Through ongoing recipe

reformulation, we strive to reduce sugar content
and enhance nutritional value while preserving the
exceptional taste of our products. In 2023, all our
beverage products sold in Singapore met the target of
<5% sugar content.

Social & Economic Impact: Yeo’s actively serves the

communities to make a positive impact. In 2023,
our employees volunteered 1,000 hours, supporting
disadvantaged groups and enhancing educational
opportunities.

Yeo’s China Guangzhou Plant adopts Retort Low Energy Suction

System (L.E.S.S.) to lower water consumption

Refreshing Asian Goodness 9

 Outlook Acknowledgement and Appreciation
While the world is recovering from the COVID-19 On behalf of the Board, I would like to extend a warm
pandemic, we continue to respond to the far-reaching welcome to Mr Na Wu Beng as our Deputy Chairman,
impact on the way we live, work and shop brought about an Independent & Non-Executive Director, and
by the pandemic. In addition, geopolitical tensions Mr Edward Averrill Ng Yong Sheng as alternate director
around the world continue to cast uncertainties on to Mr Jonathan James Yong Ze Ng, a Non-Independent &
global economic recovery. Non-Executive Director. I am confident their wealth of
industry experience and knowledge will add depth and
Despite these external challenges, we will continue to seek diversity to the Board.
opportunities for growth through meaningful consumer
innovations and effective marketing campaigns. We will I would like to extend my appreciation to Mr Jonathan
strengthen our distribution, enhance in-store visibility James Yong Ze Ng for his contributions to the Group
and build partnerships with F&B establishments. We since 2020. Mr Jonathan Ng was the member of the Audit
have ongoing initiatives in the pipeline. & Risk Committee from 25 September 2020 to 15 June
2023. Mr Jonathan Ng will retire by rotation pursuant
We believe that with our product and marketing strategies to our Constitution at the forthcoming Annual General
focused on refreshing and nourishing consumers, strong Meeting (2024 AGM) and will not offer himself for
operational discipline that keeps costs down, and a re-election at the 2024 AGM. He will cease as Director
robust balance sheet, Yeo’s is well positioned to build on upon the conclusion of the 2024 AGM.
a positive momentum for future growth.
I would like to extend heartfelt gratitude to my fellow
Board members for their wise counsel and contributions
throughout the year. Last but not least, I would like to
extend sincere appreciation to our management and
employees for their dedication and hard work, and
to our customers, suppliers, business associates and
shareholders for their unwavering support.

Daryl Ng
Chairman

10 YEO HIAP SENG LIMITED • Annual Report 2023

 FINANCIAL HIGHLIGHTS
Five-Years Statistical Record Of The Group

$’000 2019 2020 2021 2022 2023

Revenue By Geographical Segments

Singapore 101,282 86,433 75,506 81,828 77,357

Malaysia 138,716 127,959 143,494 155,025 150,392

China 26,573 30,315 35,580 31,383 26,347

Other countries 92,151 77,138 83,323 89,840 78,646

TOTAL GROUP REVENUE 358,722 321,845 337,903 358,076 332,742

Net profit/(loss) after tax 17,690 (10,032) (2,913) 2,388 6,707

Net tangible assets 610,451 583,189 578,882 567,000 552,778

Revenue By Geographical Segments Group Revenue

77,357 2023 332,742

150,392 2022 358,076

2023
26,347
2021 337,903
78,646
2020 321,845
81,828
2019 358,722
155,025
2022
31,383
Net Profit/(Loss) After Tax
89,840

75,506 2023 6,707

143,494 2022 2,388

2021
35,580 (2,913)
2021
83,323
2020 (10,032)

86,433 2019 17,690

127,959
2020
30,315 Net Tangible Assets
77,138

2023 552,778
101,282
2022 567,000
138,716
2019
26,573 2021 578,882

92,151 2020 583,189

2019 610,451
Singapore Malaysia
China Other Countries

12 YEO HIAP SENG LIMITED • Annual Report 2023

CORPORATE INFORMATION
Board Of Directors Nominating Committee
Mr Ng Win Kong Daryl Chairman Mr Ong Kay Eng Chairman
Non-Independent & Non-Executive Director Mr Na Wu Beng Member
Mr Na Wu Beng Deputy Chairman Dr Lim Su Lin Member
Independent & Non-Executive Director Mr Leung Yu Hin Eugene Member
Mr Ong Kay Eng
Lead Independent Director Remuneration Committee
Independent & Non-Executive Director Ms Luo Dan Chairperson

Ms Luo Dan Mr Na Wu Beng Member

Independent & Non-Executive Director Ms Goi Lang Ling Laureen Member

Ms Goi Lang Ling Laureen Mr Leung Yu Hin Eugene Member

Independent & Non-Executive Director

Dr Lim Su Lin
Registered Office
Independent & Non-Executive Director 3 Senoko Way
Singapore 758057
Mr Mohamad Halim Bin Merican
Tel : (65) 6752 2122
Independent & Non-Executive Director
Fax : (65) 6752 3122
Mr Jonathan James Yong Ze Ng Website : www.yeos.com.sg
Non-Independent & Non-Executive Director
Mr Leung Yu Hin Eugene Share Registrar
Non-Independent & Non-Executive Director B.A.C.S. Private Limited
Mr Edward Averrill Ng Yong Sheng 77 Robinson Road
(appointed on 1 March 2024)
#06-03 Robinson 77
Non-Independent & Non-Executive Director Singapore 068896
(ceased as Alternate Director to Mr Jonathan James
Tel: (65) 6593 4848
Yong Ze Ng on 29 February 2024)

Independent Auditors
Company Secretary
KPMG LLP
Ms Nor Hafiza Alwi
12 Marina View
#15-01 Asia Square Tower 2
Audit & Risk Committee Singapore 018961
Mr Ong Kay Eng Chairman
Ms Goi Lang Ling Laureen Member Partner-In-Charge: Mr Tan Khai Boon
Mr Mohamad Halim Bin Merican Member Year Appointed: 2023
Mr Leung Yu Hin Eugene Member
Ms Luo Dan Member

Refreshing Asian Goodness 13

 PROFILE OF THE BOARD OF DIRECTORS
NG WIN KONG DARYL signified that he is not offering himself for re-election as
a Director of YHS at the 2024 AGM. Mr Jonathan Ng will
Chairman, Non-Independent & Non-Executive Director cease as Director of YHS at the conclusion of the 2024
AGM.
Age1
45
Present directorships in other listed companies
• Deputy Chairman of Sino Land Company Limited
Designation
(HKSE: 0083), Tsim Sha Tsui Properties Limited
• Chairman
(HKSE: 0247) and Sino Hotels (Holdings) Limited
• Non-Independent & Non-Executive Director
(HKSE: 1221);
Date of first appointment as a Director • Non-Executive Director of The Bank of East Asia,
13 June 2018 Limited (HKSE: 0023)

Principal commitments (other than directorships in

Date of appointment as Chairman
other listed companies)
1 January 2020
• Member of the Global Leadership Council of
Columbia University in the City of New York
Date of last re-election as a Director
• Member of the Standing Committee of the 14th
28 April 2023
Beijing Municipal Committee of Chinese People’s
Political Consultative Conference (CPPCC)
Length of service as a Director2
• Member of the 12th and 13th Beijing Municipal
(as at 31 December 2023)
Committees of the CPPCC
5 years 6 months
• Member of the 10th and 11th Committees of the
All-China Youth Federation
Board Committee(s) served on
• President of the Hong Kong United Youth Association
Nil
• Member of the Board of Directors of Financial
Relationship (including familial) with fellow Board Services Development Council Hong Kong Academy
for Wealth Legacy
members, the Company and/or its substantial
• Member of the Council for Carbon Neutrality and
shareholders or any of its principal subsidiaries
Sustainable Development
Mr Daryl Ng is the son of Mr Robert Ng Chee Siong
• Member of the Advisory Council on the Environment
and nephew of Mr Philip Ng Chee Tat, beneficiaries of
• Member of the Culture Commission
the Estate of the late Mr Ng Teng Fong, a substantial
• Chairman of the Greater Bay Area Homeland Youth
shareholder of Yeo Hiap Seng Limited (“YHS”). Mr Daryl
Community Foundation
Ng is also the grandson of Mdm Tan Kim Choo who is a
• Chairman of the Hong Kong-ASEAN Foundation
substantial shareholder of YHS and the spouse of the late
• Chairman of the Hong Kong Innovation Foundation
Mr Ng Teng Fong.
• Chairman of the Hong Kong Community Foundation
• Deputy Chairman of the Chongqing Youth Federation
Mr Daryl Ng is the cousin of Mr Edward Averrill Ng • Member of the Board of Directors of the Hong Kong
Yong Sheng, who was appointed a Non-Independent & Palace Museum
Non-Executive Director of YHS with effect from 1 March • Member of the Board of Hong Kong Science and
2024. Technology Parks Corporation
• Governor of the Our Hong Kong Foundation
• Council Member of the Hong Kong Chronicles
Mr Daryl Ng is also the cousin of Mr Jonathan James
Institute
Yong Ze Ng (“Mr Jonathan Ng”), a Non-Independent • Member of the Estate Agents Authority of HKSAR
and Non-Executive Director of YHS. Mr Jonathan Ng • Council Member of the Employers’ Federation of
will retire by rotation at the upcoming Annual General Hong Kong
Meeting of YHS on 26 April 2024 (“2024 AGM”) and has • Vice Patron of The Community Chest of Hong Kong
• Member of the Council of the Hong Kong Committee
for UNICEF

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

14 YEO HIAP SENG LIMITED • Annual Report 2023

• Council Member of the Hong Kong Management Mr Daryl Ng, having held multiple leadership positions,
Association
has two decades of experience in real estate, hotel
• Member of the Council of the University of
and banking industries. He has been an Executive
Hong Kong
Director of Sino Land Company Limited, Tsim Sha Tsui
• Member of the Court of the Hong Kong University of
Properties Limited and Sino Hotels (Holdings) Limited
Science and Technology
since April 2005, and Deputy Chairman since November
• Director of the Real Estate Developers Association of
2017. He is also Director of a number of the subsidiaries
Hong Kong
• Special Adviser to UNESCO Asia-Pacific Awards for and associated companies of the above-mentioned
Cultural Heritage Conservation companies.
• Member of the National Heritage Board of Singapore
Mr Daryl Ng has established the Hong Kong-ASEAN
• Member of the NUS Medicine International Council
of the Yong Loo Lin School of Medicine of the Foundation, a not-for-profit organisation promoting and
National University of Singapore deepening ties with the ASEAN to build a community
• Member of the Singapore Management University of shared future to reinforce Hong Kong’s international
International Advisory Council position and support future growth. The Foundation
facilitates exchanges between ASEAN and China through
Past directorships in other listed companies held over Hong Kong on areas encompassing arts and culture, ESG,
the preceding three years innovation, education, and trades. Leveraging on Hong
(from 31 December 2020 to 30 December 2023) Kong’s rich expertise and role as a nexus, the Foundation
Nil seeks to bring people together and co-create solutions.

Mr Daryl Ng holds a Bachelor of Arts Degree in Economics,

a Master of Science Degree in Real Estate Development
from Columbia University in the city of New York, an
Honorary Doctorate of Humane Letters from Savannah
College of Art and Design, an Honorary Doctorate honoris
causa from the Hong Kong Metropolitan University. He is
Honorary Fellow of the Hong Kong University of Science
and Technology and the Hong Kong Metropolitan
University.

Refreshing Asian Goodness 15

 NA WU BENG Principal commitments (other than directorships in
other listed companies)
Deputy Chairman, Independent & Non-Executive Director • Director, Bank of Singapore Limited
• Commissioner, PT Bank OCBC NISP Tbk, Indonesia
Age1
• Director, OCBC Bank Limited (China)
67
(previously known as “OCBC Wing Hang Bank
(China) Limited”)
Designation
• Deputy Chairman Past directorships in other listed companies held over
• Independent & Non-Executive Director the preceding three years

Date of first appointment as a Director (from 31 December 2020 to 30 December 2023)

15 June 2023 Nil

Date of appointment as Deputy Chairman Mr Na is a highly regarded senior banker with more
15 June 2023 than four decades of comprehensive international
experiences and knowledge in financial services. Mr Na
Date of last re-election as a Director
joined OCBC Bank in 1990 as the General Manager of
Not Applicable
OCBC Bank’s Hong Kong branches and was appointed as
Executive Vice President in 2001. In 1999, he took on the
Length of service as a Director2
role of Head of North Asia and was responsible for the
(as at 31 December 2023)
OCBC Bank’s operations in Hong Kong, China, Taiwan,
6 months
Korea and Japan. From 2000 to 2004, before his posting
Board Committee(s) served on to PT Bank OCBC NISP Tbk, Indonesia, he headed
• Member of Nominating Committee OCBC Bank’s international banking division overseeing
(with effect from 15 June 2023) branches across eight countries. He drove the corporate
• Member of Remuneration Committee banking business, successfully transferring customer
(with effect from 15 June 2023) and product solutions from Singapore and Malaysia to
Indonesia. He was appointed the Executive Director
Relationship (including familial) with fellow Board
and Chief Executive of OCBC Bank (Hong Kong) Limited
members, the Company and/or its substantial
(previously known as “OCBC Wing Hang Bank Limited,
shareholders or any of its principal subsidiaries
Hong Kong”) from 2014 to May 2021 and as Advisor to its
Nil
Board from July 2021 to 2022. He was a director of Hong
Kong Life Insurance Co from 2015 to 2023 and Chairman
Present directorships in other listed companies
Nil of OCBC Bank Limited (China) from 2019 to 2021.

Mr Na holds a Bachelor of Arts (Economics) Honours

Degree, Coventry University, United Kingdom.

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

16 YEO HIAP SENG LIMITED • Annual Report 2023

ONG KAY ENG Principal commitments (other than directorships in
other listed companies)
Lead Independent Director, Nil
Independent & Non-Executive Director
Past directorships in other listed companies held over
Age1 the preceding three years
77 (from 31 December 2020 to 30 December 2023)
Nil
Designation
• Lead Independent Director
• Independent & Non-Executive Director Mr Ong has been a veteran banker with more than four
decades of extensive experience in banking and finance.
Date of first appointment as a Director He started his career with Mercantile Bank Ltd in London
15 July 2022 and subsequently served the Hong Kong & Shanghai
Bank Corporation and UBS before becoming the General
Date of last re-election as a Director
Manager and Country Head for American Express Bank
28 April 2023
Singapore branch covering South Asia for nearly 10 years.
During the same period, he was on the Board of Pacific
Length of service as a Director2
Bank Malaysia.
(as at 31 December 2023)
1 year 5 months
Mr Ong later became an advisor to E. Gutzwiller & Cie.
Board Committee(s) served on Banquiers, Geneva, and was also the Deputy Chairman
• Chairman of Audit & Risk Committee of the People Insurance Co Ltd for two years before
• Chairman of Nominating Committee accepting the role of the Chief Representative and
Country Head in China for Monte dei Paschi di Siena
Relationship (including familial) with fellow Board S.p.A. for 16 years. He remained as the bank’s advisor and
members, the Company and/or its substantial consultant for 2 years after he left China in 2006. He was
shareholders or any of its principal subsidiaries the Chairman of Foreign Bankers’ Association in Beijing,
Nil PRC from 1999 to 2000.

Present directorships in other listed companies

• Independent & Non-Executive Director of:
- Sino Land Company Limited (HKSE: 0083),
- Tsim Sha Tsui Properties Limited (HKSE: 0247),
- Sino Hotels (Holdings) Limited (HKSE: 1221), and
- EnGro Corporation Limited

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

Refreshing Asian Goodness 17

 LUO DAN Principal commitments (other than directorships in
other listed companies)
Independent & Non-Executive Director Nil

Age1 Past directorships in other listed companies held over

55 the preceding three years
(from 31 December 2020 to 30 December 2023)
Designation
Nil
Independent & Non-Executive Director

Date of first appointment as a Director Ms Luo Dan has been a business leader at multinational
1 January 2017 companies in the consumer goods industry and the
dairy ingredients industry. She has a strong track record
Date of last re-election as a Director
in driving growth of both the top line revenue/market
29 April 2022
share and the bottom-line profits including big scale
restructuring, at Heinz and LEGO, where she held various
Length of service as a Director2
leadership positions in Southeast Asia and China. Most
(as at 31 December 2023)
recently, Ms Luo Dan was the Director of Active Living at
7 years
Fonterra Group, leading a global business unit to develop
Board Committee(s) served on advanced ingredients to meet consumer needs in the
• Chair of Remuneration Committee health & wellness space. She drove the Active Living
• Member of Nominating Committee team to develop the business unit’s strategy and achieve
(from 2 June 2020 to 15 June 2023) high growth especially in China and the US.
• Member of Audit & Risk Committee
(with effect from 15 June 2023) Currently Ms Luo Dan is an Independent Director of First
Resources Limited.
Relationship (including familial) with fellow Board
members, the Company and/or its substantial Ms Luo Dan holds a Bachelor of Computer Science,
shareholders or any of its principal subsidiaries Software from Wuhan University, China and an MBA
Nil from IMD, Switzerland. In early 2020, she was certified by
INSEAD on Corporate Governance. She is also a member
Present directorships in other listed companies
of the Singapore Institute of Directors.
Independent Director, First Resources Limited
(with effect from 1 January 2024)

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

18 YEO HIAP SENG LIMITED • Annual Report 2023

GOI LANG LING LAUREEN Present directorships in other listed companies
Non-Executive Director of Yamada Green Resources
Independent & Non-Executive Director Limited

Age1 Principal commitments (other than directorships in

52 other listed companies)
• General Manager, Tee Yih Jia Food Manufacturing
Designation Pte Ltd
Independent & Non-Executive Director • EXCO, T&T Gourmet Cuisine Ltd
• EXCO, Acelink Logistic (S) Pte Ltd
Date of first appointment as a Director
1 October 2019 Past directorships in other listed companies held over
the preceding three years
Date of last re-election as a Director
(from 31 December 2020 to 30 December 2023)
29 April 2022
Nil

Length of service as a Director2

(as at 31 December 2023) Ms Goi is currently the General Manager of Tee Yih
4 years 3 months Jia Food Manufacturing Pte Ltd. She is a director of a
number of subsidiaries and associated companies of
Board Committee(s) served on Tee Yih Jia Food Manufacturing Pte Ltd. She has been
• Member of Audit & Risk Committee appointed by Enterprise Singapore (ESG) as committee
• Member of Remuneration Committee member of Food Standards Committee (FSC).

Relationship (including familial) with fellow Board

Ms Goi holds a Master in Business and Technology from
members, the Company and/or its substantial
the University of New South Wales, Australia.
shareholders or any of its principal subsidiaries
Nil

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

Refreshing Asian Goodness 19

 LIM SU LIN Past directorships in other listed companies held over
the preceding three years
Independent & Non-Executive Director (from 31 December 2020 to 30 December 2023)
Nil
Age1
54
Dr Lim is the Chief Dietitian, Head of Therapeutics, Allied
Designation Health & Pharmacy, National University Hospital.
Independent & Non-Executive Director
Dr Lim has extensive experience as a clinical dietitian
Date of first appointment as a Director
especially in chronic disease prevention and management,
1 May 2019
such as diabetes, pre-diabetes, heart disease, fatty liver
Date of last re-election as a Director and kidney disease. She conceptualized and led in multiple
29 April 2022 innovative and quality improvement projects, clinical
research; and development of nutrition screening and
Length of service as a Director2 lifestyle intervention tools and processes, including the
(as at 31 December 2023) Healthy Keto diet for weight loss. She is widely published
4 years 8 months and has been conferred many awards for her significant
work and contributions, and the awards include:
Board Committee(s) served on
Member of Nominating Committee • Singapore National Day Award – Commendation
Medal in 2020
Relationship (including familial) with fellow Board
• QUT Outstanding Alumni – Special Excellence Award
members, the Company and/or its substantial
in 2016
shareholders or any of its principal subsidiaries
• NUHS Commendation Award in 2023
Nil
• NUHS-Mochtar Riady Pinnacle Excellence Award in

Present directorships in other listed companies 2015

Nil • Singapore Allied Health Award for best oral
presentation at the Singapore Health and Biomedical
Principal commitments (other than directorships in Congress, 4-time winner from 2009 to 2013
other listed companies)
• Chief Dietitian at the National University Hospital in Dr Lim graduated with a Bachelor of Science of Dietetics
Singapore (Honours) and completed her Doctor of Philosophy (PhD)
• Member, Advisory Board of VSCL Holdings Pte. Ltd. in Research in Clinical Nutrition at the Queensland
• Advisor of Kosmode Health Pte Ltd University of Technology. She was also awarded the
Outstanding Doctoral Thesis Award in 2014.

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

20 YEO HIAP SENG LIMITED • Annual Report 2023

MOHAMAD HALIM BIN MERICAN Present directorships in other listed companies
Nil
Independent & Non-Executive Director
Principal commitments (other than directorships in
Age1 other listed companies)
58 • CEO & Director, UniQ Hospitality Services Sdn Bhd
• Adjunct Professor, UNITAR International University
Designation Malaysia
Independent & Non-Executive Director • Member, Malaysian Association of Hotels
• Independent & Non-Executive Director, Sunshine
Date of first appointment as a Director
Bread Sdn Bhd
30 July 2020
• Director, Fairway Hospitality and Events Sdn Bhd
• Director, Genesis Opus Productions and
Date of last re-election as a Director
Management Sdn Bhd
29 April 2021
Past directorships in other listed companies held over
Length of service as a Director2
the preceding three years
(as at 31 December 2023)
(from 31 December 2020 to 30 December 2023)
3 years 5 months
Nil

Board Committee(s) served on

Member of Audit & Risk Committee Mr Halim has close to four decades of experience in the
hospitality industry. He is the CEO of UniQ Hospitality
Relationship (including familial) with fellow Board
Services Sdn Bhd, which provides hotel consultancy
members, the Company and/or its substantial
services and training. He served as a Board Member
shareholders or any of its principal subsidiaries
of the Malaysian Association of Hotels and was Acting
Nil
President for the association from 2020 to 2021. He held
senior management roles in numerous international
hotel brands, including Hyatt International, Pan Pacific
Hotels Group, Hilton Hotels Group, Shangri-La Hotels
and Wyndham Hotels Group. He also held senior
management roles in several Malaysian brand group of
hotels. Mr Halim also serves on the Tourism Malaysia
Marketing and Strategic panel, focusing on America,
Europe, Oceania and Asia Pacific.

Mr Halim graduated from the Hotel Management

School Les Roche in Switzerland. He is a Certified Hotel
Administrator (CHA), a certification from the American
Hotel & Lodging Educational Institute (AHLEI), and is
the designated facilitator and proctor of the program in
Malaysia. He is also a certified trainer under the Human
Resources Development Corporation which is the HR
Development arm of the Ministry of Human Resources.

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

Refreshing Asian Goodness 21

 JONATHAN JAMES YONG ZE NG Mr Jonathan Ng is a director and Chief Executive Officer
of (i) Far East Organization Pte. Ltd., and (ii) Far East
Non-Independent & Non-Executive Director Spring Pte. Ltd., both substantial shareholders of YHS.
He is also the Chief Executive Officer of the other two
Age1
substantial shareholders of YHS, (i) Glory Realty Co.
33
Private Ltd., and (ii) Transurban Properties Pte. Ltd.
Designation
Present directorships in other listed companies
Non-Independent & Non-Executive Director
Nil
Date of first appointment as a Director
10 September 2020 Principal commitments (other than directorships in
other listed companies)
Date of last re-election as a Director Chief Executive Officer of Far East Organization
29 April 2021 (with effect from 1 January 2024)

Length of service as a Director2 Past directorships in other listed companies held over
(as at 31 December 2023) the preceding three years
3 years 3 months (from 31 December 2020 to 30 December 2023)
Nil
Board Committee(s) served on
Member of Audit & Risk Committee
Mr Jonathan Ng currently holds the position of Chief
(from 25 September 2020 to 15 June 2023)
Executive Officer at Far East Organization (FEO). Having
Relationship (including familial) with fellow Board joined FEO in 2015, he had previously held various
members, the Company and/or its substantial leadership roles, culminating in his appointment as Chief
shareholders or any of its principal subsidiaries Executive Officer in 2024.
Mr Jonathan Ng is the son of Mr Ng Chee Tat Philip and
nephew of Mr Ng Chee Siong, beneficiaries of the Estate Mr Jonathan Ng also sits on the boards of Precious
of the late Ng Teng Fong, a substantial shareholder of Treasure Pte Ltd, Precious Quay Pte Ltd and Martin
Yeo Hiap Seng Limited (“YHS”). Mr Jonathan Ng is also Heritage Management Pty Ltd (ATF Far East Martin
the grandson of Mdm Tan Kim Choo who is a substantial Trust), which own The Fullerton Hotel Singapore, The
shareholder of YHS and the spouse of the late Mr Ng Fullerton Bay Hotel and The Fullerton Hotel Sydney
Teng Fong. respectively. He is also a director of the board of Kallang
Alive Sport Management Co Pte Ltd.
Mr Jonathan Ng is also the brother of Mr Edward Averrill
Ng Yong Sheng (“Mr Edward Ng”), who was appointed a Mr Jonathan Ng graduated with a Bachelor of Arts in
Non-Independent & Non-Executive Director of YHS on Economics from Stanford University, United States of
1 March 2024, and the cousin of Mr Ng Win Kong, Daryl, America.
Chairman of YHS.

Mr Jonathan Ng will retire by rotation at the upcoming

Annual General Meeting of YHS on 26 April 2024 (“2024
AGM”) and has signified that he is not offering himself
for re-election as a Director of YHS at the 2024 AGM.
Mr Jonathan Ng will cease as Director of YHS at the
conclusion of the 2024 AGM.

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

22 YEO HIAP SENG LIMITED • Annual Report 2023

LEUNG YU HIN EUGENE Principal commitments (other than directorships in
other listed companies)
Non-Independent & Non-Executive Director • Director of Hong Kong United Youth Association
• Special Invited Council Member of Greater Bay Area
Age1
Homeland Youth Community Foundation
46
Past directorships in other listed companies held over
Designation the preceding three years
Non-Independent & Non-Executive Director
(from 31 December 2020 to 30 December 2023)
Date of first appointment as a Director Nil
11 November 2022
Mr Leung is currently the Head of Watten Investments,
Date of last re-election as a Director
which is a family office entity owned by the Ng Family. He
28 April 2023
has over fifteen years of solid banking experience as an
investment banker at UBS in London, JP Morgan, Credit
Length of service as a Director2
Suisse and Morgan Stanley.
(as at 31 December 2023)
1 year 1 month
Mr Leung holds a Bachelor of Science degree in Computer
and Accounting, in addition to a Master of Science
Board Committee(s) served on
degree in Investment Management from CASS Business
• Member of Audit & Risk Committee
(with effect from 1 January 2023) School, London, and he is a Fellow Certified Practising
• Member of Nominating Committee Accountant of CPA Australia.
(with effect from 1 January 2023)
• Member of Remuneration Committee
(with effect from 1 January 2023)

Relationship (including familial) with fellow Board

members, the Company and/or its substantial
shareholders or any of its principal subsidiaries
Mr Leung is employed as the Head of Watten Investments,
which is a family office entity owned by the Ng Family.

Present directorships in other listed companies

Nil

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.

Refreshing Asian Goodness 23

 EDWARD AVERRILL NG YONG SHENG Mr Edward Ng is a Director of Glory Realty Co. Private
Ltd, Transurban Properties Pte. Ltd. and Far East Spring
Non-Independent & Non-Executive Director Pte. Ltd., substantial shareholders of YHS.

Age1
Present directorships in other listed companies
32
Nil

Designation Principal commitments (other than directorships in

Non-Independent & Non-Executive Director other listed companies)
Executive Director (Projects & Operations, Property
Date of first appointment as a Director
Services Division), Far East Organization
1 March 2024
Past directorships in other listed companies held over
Date of last re-election as a Director the preceding three years
Not Applicable (from 31 December 2020 to 30 December 2023)
Barramundi Group Ltd (listed on the Euronext Growth
Length of service as a Director2
Oslo, Norway)3
(as at 31 December 2023)
Not Applicable
Mr Edward Ng holds the position of Executive Director at
Board Committee(s) served on Far East Organization (“FEO”), where he provides strategic
Nil leadership to the Central Engineering and Development
Projects departments. His responsibilities include
Relationship (including familial) with fellow Board
overseeing the conceptualization of new developments
members, the Company and/or its substantial
and enhancing the performance of existing assets across
shareholders or any of its principal subsidiaries
FEO’s real estate portfolio.
Mr Edward Ng is the son of Mr Ng Chee Tat Philip and
nephew of Mr Ng Chee Siong, beneficiaries of the Estate
Mr Edward Ng is the Chairperson of FEO’s Australia
of the late Ng Teng Fong, a substantial shareholder of
Properties Executive Committee and a director of various
Yeo Hiap Seng Limited (“YHS”). Mr Edward Ng is also
unlisted companies within FEO Group of Companies.
the grandson of Mdm Tan Kim Choo who is a substantial
He was a Director of Barramundi Group Ltd, a company
shareholder of YHS and the spouse of the late Mr Ng
listed on Euronext Growth Oslo in Norway, for the period
Teng Fong.
from March 2018 to February 2024.

Mr Edward Ng is also the brother of Mr Jonathan James

Mr Edward Ng holds a Bachelor of Science in Civil
Yong Ze Ng (“Mr Jonathan Ng”), a Non-Independent and
Engineering (Architectural Design) from Stanford
Non-Executive Director of YHS and the cousin of Mr Ng
University, United States of America.
Win Kong, Daryl, Chairman of YHS. Mr Jonathan Ng
will retire by rotation at the upcoming Annual General
Meeting of YHS on 26 April 2024 (“2024 AGM”) and has
signified that he is not offering himself for re-election as
a Director of YHS at the 2024 AGM. Mr Jonathan Ng will
cease as Director of YHS at the conclusion of the 2024
AGM.

Mr Edward Ng served as Alternate Director to Mr Jonathan

Ng up to 29 February 2024 and was appointed as a
Director of YHS with effect from 1 March 2024.

1
Age is computed based on year of birth.
2
Length of service is computed based on completed months.
3
Resigned as director on 20 February 2024.

24 YEO HIAP SENG LIMITED • Annual Report 2023

PROFILE OF MANAGEMENT
ONG YUH HWANG HENG HEE CHOO
Chief Executive Officer Chief Financial Officer

Mr Ong Yuh Hwang holds the position of Chief Executive Ms Heng Hee Choo was appointed Chief Financial Officer
Officer (“CEO”) of Yeo’s since 1 January 2023 having joined on 9 December 2022. She is responsible for the Group’s
Yeo’s as Chief Operating Officer on 5 September 2022. finance, legal and corporate secretarial, and group
risk management functions. Ms Heng joined Yeo’s in
Mr Ong is an experienced business leader who has held July 2020 as the Head of Group Internal Audit and Risk
international executive roles in brand management, Management and was appointed Deputy Chief Financial
sales, market strategy, business development, supply Officer in June 2022.
chain and start-up operations, both in the consumer
goods and chemical industries. Before joining Yeo’s, he Before joining Yeo’s, Ms Heng was the Deputy Head,
served as CEO of Suntory Garuda Beverage Indonesia Group Audit and Risk Management at Jardine Matheson
from July 2020 to August 2022. Holdings Limited from January 2019. Prior to that,
Ms Heng also held various internal audit and finance
From 1996 to 2020, he worked at Procter & Gamble positions with Haier Group, Noble Group and Philips
Co., and took on various appointments including Vice Electronics.
President (Sales & Operations) at Procter & Gamble
Philippines Inc. and CEO for Malaysia, Singapore, Brunei Ms Heng holds a Master of Business Administration from
and Pacific Islands. the New York University Stern School of Business
and a Bachelor of Accountancy from the Nanyang
During his tenure at Procter & Gamble, Mr Ong led Technological University. She is a Chartered Accountant
the turnaround and accelerated growth across various (Singapore) of the Institute of Singapore Chartered
markets and businesses by driving organisational Accountants.
transformation which included route-to-market re-
invention, brand building and supply network re-design.

Mr Ong holds a Master of Business Administration (Hons)

from the University of Chicago Booth School of Business,
and a Bachelor of Electrical Engineering (Hons) from
National University of Singapore.

Refreshing Asian Goodness 25

 CORPORATE GOVERNANCE REPORT
Yeo Hiap Seng Limited (“YHS” or the “Company”) is committed to upholding a high standard of corporate governance
to promote corporate transparency and enhance long-term shareholder value.

The Board of Directors (“Board”) and the management team of the Company (“Management”) believe that good
corporate governance and best practices in business are essential to the sustainability of the Company and its success
over the long-term.

The Board and its committees have established policies and regulations on good governance, and such committees
are guided by their respective terms of references (“Terms of Reference”).

COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE 2018

This corporate governance report (“Report”) describes the corporate governance practices and activities for the
Company and its subsidiaries (the “Group”) for the financial year ended 31 December 2023 (“FY2023”) with specific
references to the principles of the Code of Corporate Governance 2018 (the “2018 Code”) and any deviation from
any provisions of the 2018 Code is explained in this Report. The Board believes that the Group has complied with
the principles under the 2018 Code and substantially all the provisions as set out thereunder, save for the following
exceptions, deviation from which are explained in this Report:

(a) Provision 11.4 – the provision in the Company’s constitution for absentia voting at general meetings of
shareholders; and

(b) Provision 11.6 – the provision of a corporate dividend policy.

CORPORATE GOVERNANCE FRAMEWORK

SHAREHOLDERS
NOMINATING COMMITTEE

REMUNERATION
BOARD OF DIRECTORS
COMMITTEE

AUDIT & RISK COMMITTEE

CHIEF
EXECUTIVE OFFICER

EXTERNAL AND
KEY MANAGEMENT INTERNAL AUDITORS
PERSONNEL

26 YEO HIAP SENG LIMITED • Annual Report 2023

BOARD MATTERS vi. reviewing Management performance, setting
values and standards, including business ethics,
The Board’s Conduct of Affairs
and ensuring that obligations to shareholders and
other stakeholders are understood and met;
Principle 1 The company is headed by an effective
Board which is collectively responsible and
vii. assuming responsibility for corporate governance
works with Management for the long-term
and instilling an ethical culture, and ensuring
success of the company.
that the Group’s values, standards, policies and
practices are consistent with its culture;
Primary functions of the Board

The Board oversees the effectiveness of Management viii. assuming responsibility for the Group’s
as well as the corporate governance of the Company sustainability direction; and
with the objective of maximising long-term shareholder
value, protecting the Company’s assets and sustaining its ix. ensuring transparency and accountability to key
businesses and performance. stakeholder groups.

The Board subscribes to the principles of having good Directors’ discharge of duties and responsibilities
Board practices and members of integrity. Board members All Directors objectively discharge their duties and
appointed have extensive corporate experience and good responsibilities at all times as fiduciaries and take
track records in the public and/or private sectors. decisions in the interests of the Company. Directors
facing conflicts of interest recuse themselves from
Apart from its statutory duties, the principal roles of the
discussions and decisions involving the issues of conflict.
Board include:

Delegation by the Board

i. providing entrepreneurial leadership, setting
strategic objectives, which should include The Board is accountable to shareholders while
appropriate focus on value creation, innovation Management is accountable to the Board for its
and sustainability, and ensuring that the necessary performance. To facilitate effective management, the
resources are in place for the Group to meet its Board has delegated certain functions which are carried
objectives; out directly or through committees comprising Board
members and senior management staff, as well as by
ii. monitoring and approving the Group’s broad delegation of authority to senior management staff in the
policies, operational initiatives, annual budget, various companies in the Group.
major investment and funding decisions;
The Board is supported by its Board committees, namely
iii. ensuring the adequacy and effectiveness of the Audit & Risk Committee (“ARC”), the Nominating
internal controls (including financial, operational Committee (“NC”) and the Remuneration Committee
and compliance) and establishing and maintaining (“RC”). The composition of these Board committees
a sound risk management framework to effectively is structured to ensure an equitable distribution of
monitor and manage risks, and to achieve an responsibilities among Board members, to maximise
appropriate balance between risks and Group the effectiveness of the Board and to foster active
performance; participation and contribution. Diversity of experience
and appropriate skills are considered along with the need
iv. approving the appointment of the Chief Executive to maintain appropriate checks and balances between
Officer (“CEO”) and Directors, and overseeing the the different Board committees. The Board acknowledges
succession planning process; that while these various Board committees have the
authority to examine particular issues and report back
v. approving the remuneration for each Director, the to the Board with their decisions and recommendations,
CEO and key management personnel (“KMP”); the ultimate responsibility on all matters still lies with
the Board.

Refreshing Asian Goodness 27

 Each Board committee is guided by its own specific Meetings of the Board and Board committees and
written Terms of Reference setting out the scope of its general meetings of shareholders, meetings attendance
duties and responsibilities, procedures governing the record and processes
manner in which it is to operate and how decisions are to
The schedule of meetings of the Board, Board committees
be taken. These Terms of Reference are approved by the
and the Annual General Meeting (“AGM”) for the next
Board and reviewed as and when appropriate to ensure
calendar year is planned in advance. The Board meets at
their continued relevance.
least four (4) times a year at regular intervals. Telephonic
and video conferencing at Board meetings are allowed
The CEO heads the team of KMP to manage the
under the Constitution of the Company (“Constitution”).
Company’s business and operations group-wide. The
Ad hoc meetings of the Board and Board committees may
KMP constitutes a mix of group functional heads and
be convened, if warranted by circumstances. The Board
heads of major operating units reporting to the CEO. This
and Board committees may also make decisions by way
matrix governance ensures that major operational and
of circulating resolutions in lieu of a meeting.
business decisions are taken with the benefit of collective
wisdom and experience. The remuneration of each KMP
(including the CEO) is reviewed and recommended by the
RC to the Board for approval.

The attendance record of the Directors at meetings of the Board, the ARC, the NC, the RC and the AGM during the
financial year under review is as follows:

Board ARC NC RC AGM

Non-Executive Directors

Ng Win Kong Daryl 4/4 – – – 1/1

Na Wu Beng 1 2/2 – – 1/1 –

Ong Kay Eng 2 4/4 4/4 1/1 – 1/1

Sitoh Yih Pin 3 1/2 – 1/1 1/1 0/1

William Peter Adamopoulos 4 2/2 – 1/1 – 0/1

Goi Lang Ling Laureen 4/4 4/4 – 2/2 1/1

Lim Su Lin 4/4 – 1/1 – 1/1

Luo Dan 5 4/4 2/2 1/1 2/2 1/1

Mohamad Halim Bin Merican 4/4 4/4 – – 1/1

Jonathan James Yong Ze Ng 6 4/4 2/2 – – 1/1

Leung Yu Hin Eugene 4/4 4/4 1/1 2/2 1/1

Edward Averrill Ng Yong Sheng 7 2/2 – – – –

(Alternate Director to Jonathan
James Yong Ze Ng)

Annotations:
1
Appointed as Independent & Non-Executive Director, Deputy Chairman of the Board and a member of each of the NC and the RC on 15 June 2023.
2
Appointed as Chairman of the NC on 2 May 2023.
3
Retired as Independent & Non-Executive Director, Chairman of the NC and a member of the RC at the conclusion of the AGM held on 28 April 2023.
4
Retired as Non-Independent & Non-Executive Director and a member of the NC at the conclusion of the AGM held on 28 April 2023.
5
Appointed as a member of the ARC and relinquished her role as a member of the NC on 15 June 2023.
6
Relinquished his role as a member of the ARC on 15 June 2023.
7
Served as Alternate Director to Mr Jonathan James Yong Ze Ng from 19 May 2023 to 29 February 2024. During the financial year under review,
Mr Edward Ng attended, in the capacity as an observer, all Board meetings which were held after his appointment as an alternate Director – his
principal Director, Mr Jonathan Ng, also attended these Board meetings. Mr Edward Ng was appointed as a Director with effect from 1 March
2024.

28 YEO HIAP SENG LIMITED • Annual Report 2023

Internal guidelines on matters requiring Board approval Directors are routinely updated on material developments
and changes in the operating environment, including
The Company has in place a “Group Delegation of
revisions to accounting standards, and laws and
Authority” policy which sets out the matters reserved
regulations affecting the Group. The Company will fund
for the Board’s decision and the delegated authority
Directors’ participation at relevant industry conferences,
to various levels of Management. This policy has been
seminars or training programmes in connection with
communicated to Management and is published in the
their duties as Directors of the Company, as appropriate.
Company’s intranet.
The Company Secretary will bring to the Directors’
attention information on seminars that may be of
Matters requiring Board approval include annual
relevance to them. News updates, bulletins, circulars
business plan/budget, investment/divestment of real
and other releases issued by, in particular, the SGX-ST
estate, other strategic investments, entry into/exit
and the Accounting and Corporate Regulatory Authority
from strategic partnerships, joint ventures and mergers
(“ACRA”) which are relevant to the Directors are
and acquisitions related to the core food and beverage
circulated to the Board by the Company Secretary. All
business, investment in/divestment of capital-at-risk
the Directors have attended or registered to attend (as
financial instruments (including non-strategic financial
the case may be) training on sustainability matters which
instruments and instruments for hedging purposes)
was mandated by the SGX-ST with effect from 1 January
exceeding S$20 million, issuance of equity/convertible
2022.
instruments and establishment of Medium Term Note or
any Bond Programmes.
Formal letter to Director upon appointment

Board induction, orientation and training A formal letter is provided to a new Director upon his or
her appointment to the Board, setting out the duties and
Newly appointed Directors are briefed on the Group’s
obligations associated with his or her directorship.
businesses and governance practices by the CEO and
senior management. The orientation programme also
Board’s access to complete, adequate and timely
includes a familiarisation tour of selected premises or
information
factories within the Group. The programme allows new
Directors to get acquainted with senior management, Board members are provided with management
thereby facilitating Board interaction and independent information including country performance, budgets,
access to Management. A newly appointed Director business plans, forecasts, funding position, capital
who has no prior experience as a director of an issuer expenditure, and manpower statistics of the Group
listed on the Singapore Exchange is required to attend prior to each Board meeting to enable them to keep
prescribed training and courses organised by the abreast of the Group’s performance, financial position
Singapore Institute of Directors (unless the NC is of the and prospects. Any material variance between budgets,
view that the requisite training is not necessary because projections and actual results are disclosed and
such first-time Director has other relevant experience) at explained. All relevant information on material events
the Company’s expense. Where necessary, the Company and transactions are circulated to Directors as and when
will provide training for first-time Directors in areas such they arise.
as accounting, legal and industry-specific knowledge.
Provision of information to the Board
Mr Na Wu Beng and Mr Edward Averrill Ng Yong Sheng,
Board papers and related materials are disseminated
who joined the Board as Director and alternate Director
to the Board before the scheduled Board or Board
respectively during the financial year under review, being
committee meeting via electronic means, whereby the
newly appointed first-time directors, have undergone or
Directors will download the files onto their electronic
will attend training on the roles and responsibilities of a
devices, thereby substantially removing the need to
director of a listed issuer and on sustainability matters,
print hard copies for deliberation at meetings. With this
as prescribed by the Singapore Exchange Securities
process, the Company steers itself towards sustaining a
Trading Limited (“SGX-ST”).
green and environmentally-friendly work culture.

Refreshing Asian Goodness 29

 Appointment and removal of Company Secretary The NC reviews the independence of the Directors
annually and is satisfied that the Company has complied
The appointment and removal of the Company Secretary
with the 2018 Code which provides that independent
is a Board-reserved matter under the Constitution.
directors make up a majority of the Board where the
Chairman is not independent.
Company Secretary

Board members have separate and independent access A description of the background of each Director is
to the Company’s senior management and the Company provided in the “Profile of the Board of Directors” section
Secretary, and vice versa. Such access comes in the form of the Annual Report.
of electronic mail, telephone and face-to-face meetings.
The Company Secretary attends all meetings of the Independence of Directors
Board and Board committees, and assists the Chairman
Annually, the independent Directors submit declarations
to ensure that Board procedures are followed, and that
on their independence to the NC for assessment. The
there is good information flow within the Board and
NC, in its deliberation of the independence of a Director,
the Board committees and between Management and
takes into consideration the relevant provisions of the
Non-Executive Directors. Where queries made by the
SGX-ST Listing Manual (“Listing Manual”), the 2018
Directors are channeled through the Company Secretary,
Code and where relevant, the recommendations set out
the Company Secretary ensures that such queries are
in the Practice Guidance accompanying the 2018 Code
answered promptly by Management.
(“Practice Guidance”).

Board’s access to independent professional advice

The NC takes into account the existence of relationships
Directors, individually or as a group, in furtherance of or circumstances, including those identified by
their duties and after consultation with the Chairman the Listing Manual, the 2018 Code and the Practice
of the Board, are authorised to seek independent Guidance, that are relevant in its determination as to
professional advice at the Company’s expense. whether a Director is independent. Such relationships or
circumstances include (i) the employment of a Director
Board Composition and Guidance by the Company or any of its related corporations during
Principle 2 The Board has an appropriate level of the financial year in question or in any of the previous
independence and diversity of thought and three (3) financial years; (ii) a Director being on the
background in its composition to enable it Board for an aggregate period of more than nine (9)
to make decisions in the best interests of years; (iii) a Director providing to or receiving from the
the company. Company or any of its subsidiaries significant payments
or material services during the financial year in question
Board independence and number of independent or the previous financial year, other than compensation
Directors on the Board for board service; and (iv) a Director being related to
any organisation to which the Company or any of its
As at 31 December 2023, the Board comprised nine (9)
subsidiaries, or from which the Company or any of its
Directors and one (1) alternate Director. Among the
subsidiaries received, significant payments or material
nine (9) Directors, six (6) were independent and three
services during the financial year in question or the
(3) were non-independent. All the Directors were
previous financial year.
Non-Executive Directors.

As at 1 March 2024, the Board comprised ten (10)

Directors and no alternate Director. Among the ten (10)
Directors, six (6) were independent and four (4) were
non-independent. All the Directors were Non-Executive
Directors.

30 YEO HIAP SENG LIMITED • Annual Report 2023

For the financial year under review, the NC, having The current Board comprises members who as a group
reviewed the independence of the relevant Directors (as provide core competencies necessary to meet the Group’s
part of the yearly review conducted by the NC in the case needs. These competencies include accounting and
of sitting independent Directors and, in the case of a newly finance, banking, business acumen, industry knowledge
appointed Director who is considered independent, as and management experience.
part of the review process for such individual’s proposed
appointment as a Director), is satisfied that there are Annually, the NC reviews the diversity of skills, qualities
no relationships or circumstances which are likely to and experiences that the Board requires to function
affect the following independent Directors’ objective and competently and efficiently, based on an established
independent judgement: competency matrix of the Board and the curriculum vitae
submitted by the individual Directors. As each Director
i. Mr Na Wu Beng; brings valuable insights from various professional fields
that are vital to the strategic interests of the Company,
ii. Mr Ong Kay Eng; the Board considers that the Directors possess the
necessary competencies to provide Management with
iii. Ms Goi Lang Ling Laureen; diverse and objective perspectives on issues, so as to lead
and govern the Company efficaciously.
iv. Dr Lim Su Lin;
Board Diversity Policy
v. Ms Luo Dan; and
The Company has a Board Diversity Policy in place that
vi. Mr Mohamad Halim Bin Merican. addresses diversity in terms of experience, skills, gender,
age, tenure, and qualities, as well as any other relevant
Accordingly, the Board has, upon the NC’s aspects of diversity. The Board Diversity Policy also sets
recommendation, affirmed that the abovenamed out the approach which the Company takes towards
Directors are independent as contemplated by the diversity on its Board. The Company believes in diversity
Listing Manual and 2018 Code. and values the benefits diversity can bring to the
Board in its deliberations and the Board’s effectiveness
At the date of this Report, the Company does not have – in particular, it believes that a balance and mix of
any Director who has served on the Board for more than skills, experiences and individual attributes of Board
nine years from the date of his/her first appointment. members which shape the composition and promote
the effectiveness of the Board as a whole and that of
Size, composition, diversity and competencies of the the Board committees, will support the Company’s
Board and Board committees achievement of strategic objectives and long-term
sustainable development and success.
The size and composition of the Board and Board
committees and the skills and core competencies of its
The Board observes and applies the Board Diversity Policy
members are reviewed annually by the NC, which seeks
to ensure that the Board will have an appropriate level of
to ensure that the size and composition of the Board is
diversity of thought and background in its composition
conducive for effective discussion and decision-making,
to enable it to make decisions in the best interests of the
and that the Board has an appropriate number of
Company. In this regard, the Board, supported by the
independent Directors.
NC, has included female candidates in its search pool for
new appointments. In line with this, the following female
Taking into account the size and geographical spread of
Directors have been appointed to the Board as well as
the Group’s businesses, the Board considers the current
to Board committees: (i) Ms Luo Dan has served as a
Board size as appropriate for meaningful individual
Board member since 1 January 2017 and was appointed as
participation by Directors with diverse professional
Chairperson of the RC on 1 January 2022 and a member
perspectives, so as to facilitate efficient and effective
of the NC on 2 June 2020. She was appointed a member
decision-making with a strong independent element.
of the ARC on 15 June 2023 and relinquished her role as
a member of the NC on the same date, (ii) Dr Lim Su Lin

Refreshing Asian Goodness 31

 was appointed as a Board member on 1 May 2019 and as The NC and the Board review and determine the targets,
a member of the NC on 16 May 2019, and (iii) Ms Goi Lang plans and timelines as well as progress being made
Ling Laureen was appointed as a Board member and as thereof towards achieving each of the Board diversity
a member of the RC on 1 October 2019, and a member aspects on an annual basis or as and when circumstances
of the ARC on 2 June 2020. As the incumbent Board as require, taking into consideration how the combination
at 31 December 2023 comprises six (6) male Directors of attributes, skills and expertise of Board members
(excluding the male alternate Director) and three (3) would continue to serve the current and future needs of
female Directors, female Directors represent one-third the Company.
of the Board as at 31 December 2023.

Diversity Targets, Plans, Timelines and Progress

The Company’s diversity targets, plans and timelines for achieving the targets and progress towards achieving the
targets are set out below.

Targets Achieved/Progress Towards Achieving

Diversity Targets, Plans and Timelines Targets in FY2023

Gender Achieved – As at the end of FY2023, three (3) out

of nine (9) Directors are female. This represents
To ensure that at least 25% of the Board is made up approximately 33% of the Board.
of women by 2025, or (if applicable) to maintain such
level of gender diversity during the period leading
up to 2025.

The Company believes in achieving an optimum

mix of men and women on the Board, to provide
different approaches and perspectives.

Age Achieved – As at the end of FY2023, the Board

comprises Directors across all three (3) age groups
To ensure that the Board comprises of Directors as follows:
across the following age groups:
(i) one (1) Director is below 45 years old;
(i) below 45;
(ii) four (4) Directors are between 45 to 55 years
(ii) 45 to 55; and old; and

(iii) 55 and above, (iii) four (4) Directors are 55 years old and above.

by 2025 or (if applicable) to maintain such level of

age diversity during the period leading up to 2025.

The Company believes that a Board with Directors in

various age groups would provide a broad spectrum
of thoughts and views in Board and Board committee
deliberations, ensuring the Board’s decisions and/or
strategies stay relevant as markets evolve.

32 YEO HIAP SENG LIMITED • Annual Report 2023

 Targets Achieved/Progress Towards Achieving
Diversity Targets, Plans and Timelines Targets in FY2023

Tenure Achieved – As at the end of FY2023, the Board

comprises Directors across both tenure groups.
To ensure that the Board comprises Directors across
the following tenure groups: In particular, five (5) Directors have been on the
Board for 4 years or less, and four (4) Directors have
(i) 4 years or less; and been on the Board for more than 4 years.

(ii) more than 4 years,

by 2025, or (if applicable) to maintain such level of

tenure diversity during the period leading up to
2025.

The Company believes that a mix of Directors with

long and short tenures on the Board allows the
Board to benefit from senior Directors’ knowledge
continuity about the Company and its business
operations, complemented by the fresh perspectives
that new Directors may bring.

Skills & Experience Achieved – As at the end of FY2023, the Board

comprises Directors who possess the identified core
To ensure that the Directors, as a group, possess: skills and experience.

(i) a v a r i e t y o f s k i l l s e t s ( a t l e a s t f i v e (5) In particular, the Board comprises of Directors

Directors), including in core competencies, who have skills and domain knowledge across risk
domain knowledge and other fields of management, accounting & financial management,
expertise, which support the work of the industrial/operational management, information
Board and Board committees, and needs of the technology and sales & marketing.
Company; and
In terms of experience, the Directors, collectively
(ii) a mix of industry experience (at least five (5) have experience in general business management,
Directors), management experience, business have served on public listed company boards and
acumen and listed company board experience, have international geographic experience.
to help shape the Company’s strategic
objectives, and provide effective guidance and
oversight of management and the Company’s
operations,

by 2025, or (if applicable) to maintain such level

of diversity in skill sets and experience during the
period leading up to 2025.

Refreshing Asian Goodness 33

 Targets Achieved/Progress Towards Achieving
Diversity Targets, Plans and Timelines Targets in FY2023

The Company believes that a Board with diversity in: In terms of industry exposure and experience, the
Directors collectively have exposure and experience
(i) skills and expertise provides core competencies in the following sectors: banking & finance,
and brings well-balanced resources and skills consumer packaged goods, healthcare, hospitality,
in monitoring corporate performance and industrial/manufacturing, public institutions and
providing effective oversight of the business; real estate & property.
and

(ii) business background and industry knowledge

provides a broad range of insights, perspectives
and views to drive better decision-making
in supporting the attainment of strategic
objectives and sustainable development.

The Board, taking into account the views of the NC, Meeting of Directors without Chairman and
considers that the current Board composition comprises Management
a balance and mix of skills, experiences and individual The Board sets aside time to meet without the presence
attributes which promote the effectiveness of the of Management, especially where the circumstances
Board as a whole and that of its Board committees. warrant such meetings. The Board is of the view that it
During the financial year under review, the Board is not necessary to pre-arrange formal sessions of such
has achieved its diversity targets. In relation to meetings. During the financial year under review, no
skills & experience, the Directors have wide ranging member of Management was also an executive Director.

backgrounds and professional experience in industries

The Lead Independent Director also proposes and
such as Banking & Finance, Consumer Packaged Goods,
leads meetings of the independent Directors without
Industrial/Manufacturing and Real Estate & Property. In the presence of the Chairman and non-independent
relation to gender, diversity has been maintained during Directors, as required. The Lead Independent Director
the financial year under review, with three (3) female will provide feedback to the Chairman after the
Directors on the Board. In relation to age and tenure, conclusion of such meetings.
the ongoing Board renewal and refreshment process
is phased to ensure that the Company has a group of Chairman and Chief Executive Officer
independent Directors whose ages and tenures span Principle 3 There is a clear division of responsibilities
across different groups. between the leadership of the Board and
Management, and no one individual has
Role of Non-Executive Directors unfettered powers of decision-making.

The Non-Executive Directors (including independent Separation of the role of Chairman and Chief Executive
Directors) engaged with Management in the annual Officer
budget planning process. They also constructively
The offices of Chairman of the Board and CEO are held
challenged Management and helped to develop proposals by separate individuals to maintain effective oversight
on strategy. On a quarterly basis, the Non-Executive and accountability at Board and Management levels.
Directors reviewed the performance of Management As Chairman of the Board, Mr Ng Win Kong Daryl is
in meeting agreed goals and objectives, and monitored responsible for the workings of the Board. Mr Ong Yuh
the reporting of performance against budget, peer Hwang, who has served as CEO since 1 January 2023,
performance and a balanced scorecard comprising key is responsible for the overall running of the Group’s
businesses. This division of responsibilities between the
financial and non-financial performance indicators.
Chairman and the CEO is set out in writing in the Board’s
Terms of Reference.

34 YEO HIAP SENG LIMITED • Annual Report 2023

There is no familial relationship between the Chairman, Board Membership
Mr Ng Win Kong Daryl, and Mr Ong Yuh Hwang.
Principle 4 The Board has a formal and transparent
process for the appointment and
Roles and responsibilities of Chairman
re-appointment of directors, taking into
The Chairman leads the Board to ensure its effectiveness account the need for progressive renewal
on all aspects of its role. He ensures that the members of of the Board.
the Board receive accurate, clear and timely information,
facilitates the contribution of Non-Executive Directors, NC composition and role
encourages constructive relations between executive
As at 31 December 2023, the NC comprised four (4)
(if any), Non-Executive Directors and Management,
Directors, namely, Mr Ong Kay Eng (Chairman of the NC
ensures effective communication with shareholders and
and Lead Independent Director), Dr Lim Su Lin, Mr Leung
promotes a high standard of corporate governance. The
Yu Hin Eugene and Mr Na Wu Beng. Save for Mr Leung
Chairman, in consultation with Management and the
Yu Hin Eugene, the other three (3) members of the NC
Company Secretary, sets the agenda for Board meetings
(including the NC Chairman), and hence a majority of the
and ensures that Board members are provided with
NC, are independent Directors.
adequate and timely information. As a general rule,
Board papers are sent to Directors at least one (1) week in During the financial year under review:
advance in order for Directors to be adequately prepared
for the respective meetings. KMP who have prepared (a) Mr Sitoh Yih Pin, who was an Independent &
the papers, or who can provide additional insights into Non-Executive Director, ceased to be Chairman
the matters to be discussed, are invited to present the of the NC upon his retirement from the Board at
papers during the Board meetings. the conclusion of the AGM held on 28 April 2023.
Mr Ong Kay Eng, the Lead Independent Director,
At AGMs and other shareholder meetings, the Chairman was appointed as Chairman of the NC on 2 May
plays a pivotal role in fostering constructive dialogue 2023 in place of Mr Sitoh Yih Pin;
between shareholders, the Board and Management.
(b) Mr William Peter Adamopoulos, who was a
The Board is of the view that the Company has an Non-Independent & Non-Executive Director,
effective group of independent Non-Executive Directors ceased to be a member of the NC upon his
to provide balance within the workings of the Board and retirement from the Board at the conclusion of the
oversight for minority shareholders’ interests. AGM held on 28 April 2023;

Lead Independent Director

(c) Mr Na Wu Beng, in conjunction with his
Taking cognisance that the Chairman of the Board appointment as an Independent & Non-Executive
is not an independent Director, the Board appointed Director and Deputy Chairman of the Board on
Mr Ong Kay Eng as Lead Independent Director on 15 July 15 June 2023, was appointed as a member of the
2022 to serve as a sounding board for the Chairman of NC; and
the Board and also act as an intermediary between the
Non-Executive Directors and the Chairman. (d) Ms Luo Dan relinquished her role as a member of
the NC on 15 June 2023 in conjunction with her
Shareholders with concerns may contact the Lead appointment as a member of the ARC on the same
Independent Director directly when contact through the date.
normal channels via the Chairman or other management
personnel has failed to provide satisfactory resolution, or
when such contact is inappropriate.

Refreshing Asian Goodness 35

 The NC is guided by its written Terms of Reference which approval at the AGM, shall only hold office until the next
specifically sets out its authority and responsibilities. AGM, and thereafter be eligible for re-election at the
The principal roles of the NC are to review and make AGM. They are not counted in the number of Directors
recommendations to the Board on relevant matters to retire by rotation at the AGM. The NC considers the
relating to: present provisions adequate and does not recommend
any change.
i. Board succession plans for Directors including the
Chairman, CEO and KMP; The NC takes into consideration for the re-nomination
of Directors for the ensuing term of office factors such
ii. development of a process and objective criteria as attendance, preparedness, participation and candour
for evaluating the performance of the Board and at meetings of the Board and Board committees.
Board committees and the contribution of each All Directors are required to submit themselves for
Director; re-nomination at regular intervals and at least once
every three (3) years.
iii. the determination of the independence of
Directors at least annually, and as and when NC to determine Directors’ independence
circumstances require;
The NC deliberates annually, and as and when
circumstances require, to determine the independence
iv. training and professional development
of a Director bearing in mind the provisions as set out in
programmes for the Board and its Directors,
the 2018 Code as well as all other relevant circumstances.
including ensuring that new Directors are aware
No member of the NC participated in the deliberation
of their duties and obligations; and
process in respect of his own status as an independent
Director.
v. nominations of candidates for the appointment
or re-appointment of members of the Board of
Directors’ time commitments
Directors and the members of the various Board
committees (including alternate Directors, if any). The responsibilities of the NC also include assessing
annually whether Directors who hold multiple
During the financial year under review, the NC held one directorships adequately carry out their duties as
(1) meeting. Directors of the Company. The NC’s assessments are
based on Directors’ declarations made annually and from
Progressive renewal of the Board time to time.
Periodic reviews of the Board composition, including
The Board considers an assessment of the individual
the selection of candidates for new appointments to
Director’s contribution at meetings to be more effective
the Board, are made by the NC in consultation with
than prescribing a numerical limit on the number of listed
the Chairman as part of the Board’s renewal process.
company board seats which a Director may hold. In this
Candidates will be considered against objective criteria,
respect, the Board has accordingly not set a maximum
having due regard for the benefits of diversity on the
number of other company directorships which a Director
Board, including gender. The selection of candidates is
may concurrently hold, taking into consideration that
evaluated, taking into account various factors including
multiple representations can benefit the Group as these
the current and mid-term needs and objectives of the
Directors bring to the Board greater depth and diversity
Group, as well as the relevant expertise of the candidates
of experience, knowledge and perspectives.
and their potential contributions.

For the financial year under review, the NC is satisfied

At each AGM, one third of the Directors, including
that all Directors on the Board have extensive
the CEO if he/she also serves on the Board (or, if their
management, financial, accounting, banking, investment
number is not a multiple of three, the number nearest
and commercial backgrounds, who are capable of acting
to but not less than one-third), shall retire from office
responsibly and are able to properly serve on the Board
by rotation in accordance with the Constitution, and
and any of the Board committees to which such Directors
may stand for re-election. Directors appointed by the
are appointed, despite competing commitments and
Board during the financial year, without shareholders’
demands on their time.

36 YEO HIAP SENG LIMITED • Annual Report 2023

The listed company directorships and principal During the financial year under review, the following
commitments of each Director are provided in the new Directors were appointed:
“Profile of the Board of Directors” section of the Annual
Report. (i) Mr Edward Averrill Ng Yong Sheng was appointed
as the Alternate Director to Mr Jonathan James
Appointment of alternate Director Yong Ze Ng on 19 May 2023; and

During the financial year under review, Mr Edward

(ii) Mr Na Wu Beng was appointed as Independent &
Averrill Ng Yong Sheng was appointed as the Alternate Non-Executive Director and Deputy Chairman of
Director to Mr Jonathan James Yong Ze Ng on 19 May the Board on 15 June 2023.
2023. During the financial year under review, Mr Edward
Ng attended, in the capacity as an observer, all Board Process for appointment of Key Management Personnel
meetings which were held after his appointment as an
The proposed appointments of KMP (including the CEO)
alternate Director – his principal Director, Mr Jonathan
are reviewed and recommended by the NC to the Board.
Ng, also attended these Board meetings.
While reviewing and making recommendations to the
Board for any proposed appointments of KMP, the NC
Mr Edward Ng served as Alternate Director to Mr Jonathan
reviews the key proficiencies and qualities required
Ng up to 29 February 2024 and was appointed as a
for identified positions and obtains recommendations
Director with effect from 1 March 2024.
from Management of internal and external candidates
who have been shortlisted, with a view to ensuring
Process for the selection, appointment and
that the selected candidate will possess the necessary
re-appointment of Directors proficiencies and qualities for the relevant role taking
The NC is responsible for screening, identifying and into consideration the Company’s strategy and objectives
selecting candidates for appointment as new Directors including the factors affecting the long-term success of
(including alternate Director(s)) after having regard to the Company.
the composition and progressive renewal of the Board,
and how the prospective Director will fit in the overall As and when necessary and before making any
competency matrix of the Board. recommendations to the Board for KMP appointments,
the NC holds physical meetings to interview the proposed
candidates and discuss and review the proposed
When a need for a new Director arises either to replace a
appointments. Otherwise and as appropriate, the NC may
retiring Director or to enhance the Board’s competency,
make recommendations to the Board by way of passing
the NC, in consultation with the Board, shall evaluate
circulating resolutions in relation to such appointments.
and determine the selection criteria so as to identify
candidates with the appropriate experience and expertise
Key information on Directors
for the appointment as a new Director. The selection
criteria include attributes such as integrity, diversity A description of the background of each Director is
of competencies, industry knowledge and financial provided in the “Profile of the Board of Directors” section
literacy. The NC seeks potential candidates widely and of the Annual Report.
beyond Directors’/Management’s recommendations
None of the Directors holding office at the end of the
and is empowered to engage external parties, such as
financial year under review held shares in the Company
professional search firms, to undertake research on
and/or subsidiaries of the Company.
or assessment of candidates as it deems necessary, to
ensure that a diverse slate of candidates is presented for
The names of the Directors who are seeking re-election
the NC’s and the Board’s consideration.
at the forthcoming AGM in April 2024 are provided
in the Notice of AGM in this Annual Report. Pursuant
The NC then meets with the shortlisted candidates with
to the requirements of the Listing Manual, additional
the appropriate profile to assess suitability and to ensure
information required under Appendix 7.4.1 of the
that the candidates are aware of the expectation and the
Listing Manual for Directors seeking re-election at the
level of commitment required, before nominating the forthcoming AGM are provided in the “Profile of the
most suitable candidate to the Board for approval and Board of Directors” and “Supplemental Information on
appointment as a new Director. Directors Seeking Re-Election” sections of the Annual
Report.

Refreshing Asian Goodness 37

 Board Performance Annually, members of the Board are required to assess the
Board by completing a Board Evaluation Questionnaire
Principle 5 The Board undertakes a formal annual
comprising the following objective performance criteria
assessment of its effectiveness as a whole,
as recommended by the NC and approved by the Board:
and that of each of its board committees
and individual directors.
(a) Board Composition;
Board evaluation process
(b) Board Information;
The NC evaluates the Board and its Board committees
as a whole bearing in mind that each member of the (c) Board Process; and
Board contributes in various ways to the success of the
Company, and Board and Board committee decisions are (d) Board Accountability.
made collectively.
The above performance criteria will be reviewed by the
To evaluate the performance of the Board as a whole and NC and the Board from time to time, where appropriate.
its ability to discharge its responsibilities in providing The Board is of the opinion that a criterion such as share
stewardship, corporate governance and oversight of
price performance is not appropriate for assessment of
Management’s performance, the NC has put in place a
Non-Executive Directors’ and the Board’s performance
formal Board evaluation process for this purpose.
as a whole.

To facilitate the evaluation process, Directors are

Evaluation of individual Directors
requested to complete evaluation questionnaires
annually to assess the effectiveness of the Board and The NC considers factors such as each individual
its Board committees. To ensure confidentiality, the Director’s contribution, participation in discussions
evaluation questionnaires completed by the Directors and commitment of their time to their role during
are submitted to the Company Secretary for collation its deliberations on the results of the performance
and the consolidated responses are presented to the NC evaluation of the Board and its committees, and also
for review. The results of the performance evaluation are takes these factors into consideration during the Board
then presented first to the Chairman and subsequently renewal process.
to the Board for consideration. The Board will then act
on the results where appropriate. Other factors taken into consideration by the NC, when
determining whether or not to recommend an existing
Following the evaluation for the financial year under Director for re-appointment include the value of
review, the Board is of the view that the Board and its contribution to the development of strategy, availability
committees operate effectively and each Director has
at Board meetings (as well as informal contribution via
contributed to the overall effectiveness of the Board in
electronic mail and telephone), degree of preparedness,
meeting performance objectives.
industry and business knowledge, and the experience
each Director possesses which are crucial to the Group’s
Board evaluation criteria
business.
To assess the Board’s and Board committee’s
performance, the NC has established a set of objective For the financial year under review, the Board is of the
assessment criteria such as the size of the Board, the view that each member of the Board has performed
degree of independence of the Board, information efficiently and effectively for the Board to function
flow from Management, and adequacy of the Board collectively as a whole.
and committees’ meetings held to enable proper
consideration of issues. This set of assessment criteria is
the same as that used during the previous financial year
ended 31 December 2022.

38 YEO HIAP SENG LIMITED • Annual Report 2023

REMUNERATION MATTERS (iii) recommending the quantum of performance
bonus pool and share-based incentives for the
Procedures for Developing Remuneration Policies
CEO and key employees.
Principle 6 The Board has a formal and transparent
procedure for developing policies on During the financial year under review, the RC held two
director and executive remuneration, and (2) meetings.
for fixing the remuneration packages of
individual directors and key management Remuneration framework
personnel. No director is involved in
The RC is responsible for ensuring that a formal and
deciding his or her own remuneration.
transparent procedure is in place for developing policy
on executive remuneration and for determining the
RC composition and role
remuneration packages of individual directors and
As at 31 December 2023, the RC comprised four (4) KMP. It reviews the remuneration packages with the
Directors, namely, Ms Luo Dan (Chairperson of the RC), aim of building capable and committed management
Ms Goi Lang Ling Laureen, Mr Leung Yu Hin Eugene and teams through competitive compensation and focused
Mr Na Wu Beng. Save for Mr Leung Yu Hin Eugene, the management and progression policies.
other three (3) members of the RC, and hence a majority
of the RC, are independent Directors. The RC recommends for the Board’s endorsement a
framework of remuneration which covers all aspects of
During the financial year under review:
remuneration, including but not limited to Directors’
fees, salaries, allowances, bonuses, benefits-in-kind
(a) Mr Sitoh Yih Pin, who was an Independent &
and specific remuneration packages for each Director.
Non-Executive Director, ceased to be a member of
The determination of the remuneration of the Directors
the RC upon his retirement from the Board at the
is a matter for the Board as a whole. Directors do not
conclusion of the AGM held on 28 April 2023; and
participate in decision-making in determining their own
(b) Mr Na Wu Beng, in conjunction with his remuneration. Directors’ fees are subject to shareholders’
appointment as an Independent & Non-Executive approval at the AGM.
Director and Deputy Chairman of the Board on
15 June 2023, was appointed as a member of the No member of the RC is involved in deliberating in
RC. respect of any remuneration, compensation or any form
of benefits to be granted to him.
The members of the RC are experienced and
knowledgeable in the field of executive compensation RC’s access to external expert advice on remuneration
having large organisations management experience. matters
In addition, they have access to the Company’s Human
If the RC requires external professional advice on
Resource personnel should they have any queries on
remuneration matters, such professionals will be engaged
human resource matters.
at the Company’s expense. For the financial year under
review, the Company engaged professional services
The RC is guided by its written Terms of Reference, which
from Mercer on Non-Executive Directors compensation
specifically sets out its authority and responsibilities.
benchmarking.
The principal roles of the RC include:

Service contracts
(i) reviewing and recommending to the Board the
fees of the Non-Executive Directors; The RC reviews the Company’s obligations arising in
the event of termination of the executive Directors’
(ii) reviewing and making recommendations to the (if any) and KMP’s contracts of service, to ensure that
Board on executive Directors’ (if any) and the such contracts of service contain fair and reasonable
CEO’s remuneration packages; and termination clauses which are not overly generous.

Refreshing Asian Goodness 39

 Level and Mix of Remuneration The Yeo Hiap Seng Limited Share Incentive Plan is
intended to provide an opportunity for employees and
Principle 7 The level and structure of remuneration of
Non-Executive directors of the Group and its associated
the Board and key management personnel
companies (all as defined therein) who have contributed
are appropriate and proportionate to the
to the growth and performance of the Group and who
sustained performance and value creation
satisfy the eligibility criteria as set out under the rules
of the company, taking into account the
of the plan, to participate in the equity of the Company,
strategic objectives of the company.
thereby aligning the interests of such persons with that
of shareholders. The RC is the committee responsible for
Remuneration of key management personnel
the administration of this share plan.
The Company adopts a remuneration policy for staff
that is primarily performance based. Remuneration Detailed information on the Yeo Hiap Seng Limited Share
comprises a fixed and a variable component. The fixed Incentive Plan can be found in the Directors’ Statement
component consists of a base salary and fixed allowance. and the “Notes to the Financial Statements” section in
The variable component is in the form of a variable bonus the Annual Report.
that is linked to the Company’s and the individual’s
performance. The remuneration policy also seeks to The remuneration package of the CEO is made up of
ensure that the remuneration offered is competitive fixed and variable components. The fixed remuneration
and sufficient to attract, retain and motivate KMP to comprises annual basic salary, fixed allowances and
successfully manage the Company for the long-term. where applicable, a one-off sign-on bonus. The variable
component is subject to individual performance and the
The Company had the following incentive schemes in achievement of the Company’s business goals, and is
place for the financial year under review: subject to the discretion of the Board.

(i) a short-term performance bonus plan based on The employment contract for the CEO does not have
a balanced scorecard comprising financial and fixed-term tenure and does not contain onerous removal
non-financial key performance indicators (“KPIs”) clauses.
that had been approved by the RC and the Board at
the beginning of the year; Remuneration of Non-Executive Directors

Non-Executive Directors have no service contracts

(ii) a 3-year vesting, long-term performance bonus
with the Company and their terms are specified in the
plan based on the balanced scorecards for the
Constitution. Non-Executive Directors are paid a basic
relevant period, which comprises financial and
fee, an additional fee for serving on any of the committees
non-financial KPIs that had been approved by the
and an attendance fee for participation in meetings of
RC; and
the Board and any of the committees. In determining
the quantum of such fees, factors that are taken into
(iii) a long-term share-based incentive plan (the “Yeo
account include the frequency of meetings, time spent,
Hiap Seng Limited Share Incentive Plan”).
responsibilities of Non-Executive Directors, and the

The Yeo Hiap Seng Limited Share Incentive Plan was need to be competitive in order to attract, motivate and

approved and adopted by shareholders of the Company retain these Directors to provide good stewardship of

at the AGM held on 29 April 2021. Previous to this, the the Company.

Company had a long-term share-based incentive plan

The Chairman and members of the ARC receive higher
known as the YHS Share Incentive Plan which had
additional fees to take into account the nature of their
expired on 25 April 2020.
responsibilities. The aggregate fees of the Non-Executive
Directors are subject to the approval of the shareholders
at the AGM.

40 YEO HIAP SENG LIMITED • Annual Report 2023

Director fees and additional fees for serving on Board committees and attendance fees are paid to Non-Executive
Directors in accordance with the following framework:

Fee Structure Financial Year 2023

S$

Chairman (Flat Fee) 350,000

Deputy Chairman 60,000

Lead Independent Director 30,000

Non-Executive Directors – Basic Fee 55,000

Audit & Risk Committee – Chairman 40,000

Audit & Risk Committee – Member 20,000

Other Committee – Chairman 20,000

Other Committee – Member 12,000

Attendance Fee for meetings in Singapore 1 1,000

Attendance Fee for meetings outside of Singapore 1 2,000

Annotation(s):
1
Attendance fees are payable on a per day basis, regardless of the number of meetings held on the same day.

Contractual provisions to reclaim incentive components Disclosure on Remuneration

of remuneration
Principle 8 The company is transparent on its
The Company does not use contractual provisions remuneration policies, level and mix of
to allow itself to reclaim incentive components of remuneration, the procedure for setting
remuneration from its executive Directors (if any) and remuneration, and the relationships
KMP in exceptional circumstances of misstatements of between remuneration, performance and
financial results, or of misconduct resulting in financial value creation.
loss to the Company. The Company should be able to
avail itself of remedies in the event of any breach of Remuneration report
fiduciary duties by a Director or for any misconduct by The Company does not include an annual remuneration
management staff in the performance of their duties to report in this Report as the matters required to be
the Company. disclosed therein have been disclosed in this Report,
the Directors’ Statement and the “Notes to the Financial
Statements” section in the Annual Report.

Refreshing Asian Goodness 41

 Remuneration of individual Directors

Non-Executive Directors’ fees as shown in the table below relate to services rendered in respect of FY2023. Payment
of the Directors’ fees for FY2023 is subject to approval by shareholders at the forthcoming AGM in April 2024.

Directors’ Fees
Non-Executive Directors (FY2023)

S$

Ng Win Kong Daryl 1 350,000 (waived)

Na Wu Beng 2 78,164

Ong Kay Eng 3 146,348

Sitoh Yih Pin 4 30,126

William Peter Adamopoulos 5 23,660

Goi Lang Ling Laureen 92,000

Lim Su Lin 71,000

Luo Dan 6 96,384

Mohamad Halim Bin Merican 79,000

Jonathan James Yong Ze Ng 7 68,041

Leung Yu Hin Eugene 104,000

Edward Averrill Ng Yong Sheng 8 Nil

(Alternate Director to Jonathan James Yong Ze Ng)

Annotations:
1
Mr Daryl Ng has waived his right to receive any Director’s fees due to him effective from the date of his appointment and for subsequent financial
years while holding office as a Director of the Company.
2
Pro-rated in accordance with Mr Na Wu Beng’s appointment as Independent & Non-Executive Director, Deputy Chairman of the Board and a
member of each of the NC and the RC with effect from 15 June 2023.
3
Pro-rated in accordance with Mr Ong Kay Eng’s appointment as Chairman of the NC with effect from 2 May 2023.
4
Pro-rated in accordance with Mr Sitoh Yih Pin’s cessation as Chairman of the NC and a member of the RC upon his retirement as Independent &
Non-Executive Director at the conclusion of the AGM held on 28 April 2023.
5
Pro-rated in accordance with Mr William Peter Adamopoulos’s cessation as member of the NC upon his retirement at the conclusion of the AGM
held on 28 April 2023.
6
Pro-rated in accordance with Ms Luo Dan’s appointment as a member of the ARC and cessation as a member of the NC with effect from 15 June
2023.
7
Pro-rated in accordance with Mr Jonathan Ng’s cessation as a member of the ARC with effect from 15 June 2023.
8
Mr Edward Ng was appointed as Alternate Director to Mr Jonathan Ng with effect from 19 May 2023. Under the Company’s Constitution, an
alternate director is not entitled to any remuneration in respect of his appointment as alternate director except for such part (if any) of the
remuneration otherwise payable to his principal director as the principal director may by notice in writing to the Company direct.

42 YEO HIAP SENG LIMITED • Annual Report 2023

Remuneration of CEO and key management personnel

The remuneration of the CEO (Mr Ong Yuh Hwang) for FY2023 is as follows:

Total Gross Fixed Variable Benefits-in-kind

Remuneration Salary 1 Bonus 2 & Others 3

CEO S$ % % %

Ong Yuh Hwang 4 1,096,748 54.7 30.1 15.2

Annotations:
1
Fixed Salary refers to base salary, fixed allowances and contractual bonuses, where applicable.
2
Variable Bonus refers to cash bonuses awarded for Mr Ong’s performance for FY2023.
3
Benefits-in-kind & Others are stated on the basis of direct costs to the Group and is inclusive of payments in respect of the company (employer)
statutory contributions to the Singapore Central Provident Fund, Malaysia Employees Provident Fund, car benefits, children’s education and
others, where applicable.
4
Mr Ong Yuh Hwang was appointed as CEO on 1 January 2023.

The remuneration of the KMP (excluding CEO (Mr Ong Yuh Hwang)) for FY2023 is as follows:

Remuneration Fixed Variable Benefits-in-kind

Band Salary 1 Bonus 2 & Others 3

Key Management
Personnel Designation S$ % % %

Ang Chong Lee Chief Marketing $500,000 to 72.6 19.4 8.0

Officer $749,999

Heng Hee Choo Chief Financial $500,000 to 74.0 18.2 7.8

Officer $749,999

Tan Xiaoliang Chief Research $500,000 to 57.2 37.7 5.1

& Development $749,999
Officer

Ozgur Simsek Managing Director, $250,000 to 93.0 0.0 7.0

Emerging Markets $499,999

Zhang Yihong Managing Director, $250,000 to 80.0 0.0 20.0

China $499,999

The aggregate remuneration paid or payable to the above KMP in the financial year under review was S$2,546,597.

Annotations:
1
Fixed Salary refers to base salary, fixed allowances and contractual bonuses, where applicable.
2
Variable Bonus refers to cash bonuses awarded for performance for FY2023 and long-term incentives.
3
Benefits-in-kind & Others are stated on the basis of direct costs to the Group and is inclusive of payments in respect of the company (employer)
statutory contributions to the Singapore Central Provident Fund, Malaysia Employees Provident Fund, car benefits, children’s education and
others, where applicable.

Refreshing Asian Goodness 43

 Employees related to Directors/CEO/substantial Compliance with legislative and regulatory
shareholder requirements

There were no employees of the Group who are substantial The Company has in place a system of reporting to
shareholders of the Company or are immediate family maintain compliance with statutory and regulatory
members of any of the Directors, the CEO (Mr Ong Yuh reporting requirements.
Hwang) or a substantial shareholder of the Company and
whose remuneration exceeds S$100,000. In compliance with the Listing Manual, negative
assurance statements were issued by the Board with
Termination, retirement or post-employment benefits each interim financial statement to confirm that to the
best of its knowledge, nothing had come to its attention
No termination, retirement or post-employment benefits
which would render the Company’s interim financial
were granted to the Directors, the CEO or the KMP (who
statements false or misleading in any material respect.
are not Directors or the CEO) during the financial year
under review.
As required under Rule 720(1) of the Listing Manual,

Link between remuneration and performance the Company has procured undertakings from all
its Directors and executive officers where they each
The Company has in place a performance bonus plan. undertook to, in the exercise of their powers and duties
Each year, during the budget period, Management will as Directors and executive officers respectively, use their
propose a balanced scorecard (comprising financial and best endeavours to comply with the provisions of the
non-financial KPIs with different ascribed weightages) Listing Manual.
to the RC and the Board for consideration and approval.
The scorecard will take into consideration all the critical Management’s accountability for the provision of timely
items that the Group is to focus on for the financial information to the Board
year, including key multi-years’ projects. The KPIs and
Management provides the Board with a regular flow of
weightages will differ depending on the function and
relevant information on a timely basis in order that it
geography of the different operating units.
may effectively discharge its duties. All Board members
are also provided with up-to-date financial reports
During the financial year, the CEO evaluates inter alia
and other information on the Group’s performance for
the extent to which the above KPIs have been achieved
effective monitoring and decision-making.
based on the Company’s performance, after taking into
consideration market conditions during the year and
Management also provides all members of the Board
recommends for the approval of the RC and the Board
with unaudited results with explanatory notes which
the bonus pool quantum for distribution. As part of the
present a balanced and understandable assessment
Company’s continuing efforts to reward, retain and
of the Company’s performance, financial position and
motivate the KMP, the total bonus awarded to the CEO
prospects on a quarterly basis. Following changes to
and key employees may be paid in a combination of cash
the Listing Manual which took effect from 7 February
and deferred cash to further strengthen medium term
2020, the Company announced on 27 February 2020
alignment of the interests of such personnel with that of
that moving forward, it would not be announcing its
shareholders.
unaudited financial results on a quarterly basis but would
instead announce its financial results on a semi-annual
ACCOUNTABILITY AND AUDIT
basis. With respect to the financial year under review, the
Risk Management and Internal Controls Company announced the financial results of the Group
and the Company on a semi-annual basis and disclosed
Principle 9 The Board is responsible for the
other relevant material information via SGXNET to the
governance of risk and ensures that
shareholders.
Management maintains a sound system of
risk management and internal controls, to
Management would also highlight key business indicators
safeguard the interests of the company and
and any major issues that are relevant to the Group’s
its shareholders.
performance as and when appropriate in order for the
Board to make a balanced and informed assessment of
the Company’s performance, position and prospects.

44 YEO HIAP SENG LIMITED • Annual Report 2023

Risk management and internal control systems iv. change in operational conditions including raw
material price fluctuations and labour issues
The Board recognises the importance of maintaining a
that affect the cost of doing business. To avoid
sound system of risk management and internal controls
over-dependence on any one supplier or service
to safeguard shareholders’ interests and the Company’s
provider, the Group has a policy to have more than
assets. The Board is primarily responsible for the
one supplier or service provider where practicable.
governance of risk, including determining the nature
The Group monitors and judiciously locks in raw
and extent of the significant risks which the Company
material prices where appropriate and possible in
is willing to take in achieving its strategic objectives and
order to manage raw material costs;
value creation.

v. economic and political conditions in markets

The Group has established a comprehensive risk
where the Group operates may be uncertain which
management framework approved by the ARC which
results in risks arising from foreign exchange
oversees and ensures that the systems of risk management
and commodity price volatilities. Policies and
and internal controls are being appropriately designed,
procedures addressing these areas have been
implemented and closely monitored for its adequacy and
established throughout the Group to mitigate
effectiveness.
these risks;

The Company has also instituted and put in place

vi. loss of capacity at any particular plant within
across the Group policies on Code of Conduct, Dealing
the Group due to unforeseen circumstances that
in Securities and Whistleblowing to mitigate the risk of
affect the supply of products and the business of
fraud, corruption and misconduct involving employees.
the Group. The Group, where possible, will have
more than one manufacturing site or a third-party
The identification and management of financial risks
contract manufacturer to serve as back-up to
are outlined in the “Notes to the Financial Statements”
cushion the impact;
section of the Annual Report.

vii. core operational disruptions and data breaches

The principal risks of the Group and a description of how
from cyber-attacks resulting in reputational
they are being managed or mitigated are as follows:
damage due to weaknesses in IT security
systems and controls. The Group has in place
i. risk of product contamination and compromised
incident response plans to mitigate the impact of
product integrity in the manufacturing process.
cyber-related incidents. The Group continuously
The Group has an established Quality Assurance
monitors the cyber threat landscape and
function which oversees and monitors product
implements new measures as appropriate to
integrity and manufacturing processes across the
strengthen its cyber defences and resilience;
Group;

viii. risk of disruptions due to departure of KMP. The

ii. risk of an inadequate Business Continuity Plan
Group has a compensation scheme that seeks
(“BCP”) which is essential for the continuation
to attract and retain talent and prepares for
of key processes to recover from unexpected
succession of key appointment holders;
business interruptions. The Group has a BCP
to help the Group respond to and recover from
ix. water and utilities disruptions in production can
disruptive incidents;
significantly impact the Group’s supply chains,
operations and production. The Group has
iii. risk of loss of relevance of the Group’s products
installed back-up water tanks for supply to critical
to consumers as a result of changing lifestyles
production lines and deployed Uninterrupted
and preferences, particularly with respect to the
Power Supply systems for its critical key processes
growing demand for healthier living and increasing
to ensure business continuity in the event of any
concerns about the environmental impact of the
supply disruptions;
Group’s products. The Group continuously scans
for threats to and opportunities for the business
and focuses on consumer research and product
innovation to ensure that the Group’s products
continue to appeal to consumers;

Refreshing Asian Goodness 45

 x. operating in a global environment, the Group is On a quarterly basis, the ARC conducts a review of the
exposed to changing regulations and applicable Company’s risk management and internal controls
laws in jurisdictions where it has a business systems to ensure that the systems in place are adequate
presence. The Group monitors and keeps itself and effective to address the Company’s significant risk
updated with the latest changes to ensure areas.
regulatory compliance;
Sanctions-related risk

xi. the acceleration of digital adoption not only During the year under review, the Board, together with
transforms workplace and consumer buying the ARC, also paid particular attention to the Group’s risk
norms but may also disrupt existing business of becoming subject to or violating any sanctions-related
models. The Group constantly monitors these law or regulation. While there has been no material
developments to calibrate its strategies and change in the risk of the Group being subject to any
sanctions-related law or regulation, the Group continues
investments to mitigate against risks which
to monitor developments and will ensure timely and
may arise, or to capitalise on opportunities that
accurate disclosure to the SGX-ST and other relevant
present themselves; and
authorities as appropriate.

xii. the health and safety of the Group’s employees,

Board’s comment on the adequacy and effectiveness of
customers and partners is a key priority. The internal controls
Group has in place workplace safety committees
For the financial year under review, the Board was assured
at all manufacturing plant sites to ensure adequate
by the CEO and the CFO that the financial records had
safety measures are put in place and continuously
been properly maintained, the financial statements gave a
monitors for safety performance.
true and fair view of the Group’s operations and finances,
and the Group’s internal controls and risk management
Adequacy and effectiveness of risk management and
systems were adequate and effective.
internal control systems

The Company’s internal auditors review the Based on the internal controls established and maintained
implementation of the policies and procedures adopted by the Group, work performed by the internal and
external auditors, the assurance furnished by the CEO
for risk management and internal control, and report
and the CFO and reviews performed by Management
their findings to the ARC to provide check and balance.
and various Board committees, the Board with the
They have incorporated sustainability reporting into
concurrence of the ARC is of the opinion that the Group’s
the audit cycle, which may span one or a few years in
internal controls (including financial, operational,
accordance with risk-based planning, as approved by compliance and information technology controls) and
the ARC. The internal assurance review focuses on the risk management systems were adequate and effective as
design of and compliance with policies, processes and at 31 December 2023 to address the financial, operational,
internal controls to ensure the quality of data produced. compliance and information technology risks which the
Group considers relevant and material to its operations.
The Company’s external auditors carry out, in the course
of the statutory audit, an assessment of the risks of For the financial year under review, no material
material misstatement of the financial statements of the weaknesses in the systems of risk management and
Company, whether due to fraud or error, and highlight internal controls were identified by the Board or the
any material internal control weaknesses that have come ARC. Notwithstanding this, areas for improvement have
been identified and measures have been put in place to
to their attention during the conduct of their normal
strengthen the systems of risk management and internal
audit procedures, which are designed primarily to enable
controls.
them to express an opinion on the financial statements.
Any material internal control weaknesses identified
Internal controls, due to their inherent limitations,
by the external auditors during their audit and their provide reasonable but not absolute assurance in the
recommendations are reported to the ARC. achievement of their internal control objectives. The
Board is satisfied that if significant internal control
failures or weaknesses were to arise, Management would
take all necessary actions to remedy them.

46 YEO HIAP SENG LIMITED • Annual Report 2023

Separate risk committee Roles, responsibilities and authority of the ARC

Oversight of the Group’s risk management framework The ARC has full access to and co-operation from the
and policies is under the purview of the ARC, which is Company’s Management and the internal auditors, and
aided by the Group Risk Management function and the has full discretion to invite any Director or executive
internal auditors. Having considered the Group’s business officer to attend its meetings. The CEO, at the invitation
operations as well as its existing internal controls and of the ARC, participates in the ARC’s deliberations.
risk management systems, the Board is of the opinion
that a separate risk committee is not required for the The ARC performs the following main functions:
time being. i. reviewing with the external auditors their audit
plan, audit reports, significant financial reporting
Audit Committee
issues and judgements (to ensure the integrity
Principle 10 The Board has an Audit Committee which of the financial statements of the Company and
discharges its duties objectively. any announcements relating to the Company’s
financial performance), the nature, extent and
ARC composition costs of non-audit services and any matters which

As at 31 December 2023, the ARC comprised five (5) the external auditors wish to discuss;

Non-Executive Directors, namely, Mr Ong Kay Eng

ii. reviewing and reporting to the Board at least
(Chairman of the ARC), Ms Goi Lang Ling Laureen, Mr
annually the scope and results of internal audit
Mohamad Halim Bin Merican, Mr Leung Yu Hin Eugene
procedures and its evaluation of the adequacy and
and Ms Luo Dan. Save for Mr Leung Yu Hin Eugene, the
effectiveness of the overall internal controls and
other four (4) members of the ARC, and hence a majority
risk management systems;
of the ARC, are independent Directors.

iii. reviewing the assurance from the CEO and CFO

During the financial year under review:
on the financial records and financial statements;

(a) Ms Luo Dan was appointed as a member of the

iv. reviewing and recommending to the Board
ARC on 15 June 2023; and
for approval the financial statements and

(b) Mr Jonathan James Yong Ze Ng relinquished his full-year financial results and related SGXNET

role as a member of the ARC on 15 June 2023. announcements;

The ARC is guided by its written Terms of Reference, which v. reviewing and approving the appointment,

specifically sets out its authority and responsibilities. replacement or dismissal, evaluation and
compensation of the internal auditors and the
During the financial year under review, the ARC held four adequacy, independence, scope and effectiveness
(4) meetings. of the internal audit function;

Expertise of ARC members vi. reviewing the adequacy, effectiveness,

independence, scope and results of the external
The ARC members bring with them professional expertise
audit, and the independence and objectivity of the
and experience in the field of accounting and financial
external auditors;
management. Mr Ong Kay Eng, the ARC Chairman, has
been a veteran banker with more than four decades of
vii. recommending to the Board (i) the appointment,
experience in banking and finance. The background of
re-appointment or change of the external auditors,
each ARC member can be found in the “Profile of the
taking into consideration (where applicable)
Board of Directors” section of the Annual Report.
the scope and results of the audit and their cost
effectiveness, and (ii) their remuneration and
The NC is of the view that the members of the ARC have
engagement terms;
sufficient recent and relevant financial management
expertise and experience to discharge the ARC’s
functions.

Refreshing Asian Goodness 47

 viii. assisting the Board in the oversight of risk Where relevant, the ARC makes reference to the best
management, including reviewing and practices and guidance in publications such as the
recommending to the Board on an annual basis Guidebook for Audit Committees in Singapore jointly
the type and level of business risks that the issued by ACRA, the Monetary Authority of Singapore
Group should undertake to achieve its business (“MAS”) and SGX, the Guidance to Audit Committees on
objectives, the appropriate framework and policies ACRA’s Audit Quality Indicators Disclosure Framework,
for managing risks that are consistent with the practice directions issued from time to time in relation
Group’s risk appetite, the risk tolerance levels for to Financial Reporting Surveillance Programme
the Group’s key risks to ensure that there is clarity administered by ACRA, and the Risk Governance
on the thresholds within which the Group should
Guidance for Listed Boards issued by the Corporate
operate, and the adequacy of resources required
Governance Council.
to carry out its risk management functions
effectively;
In its review of the financial statements, the ARC
discussed with Management the accounting principles
ix. reviewing interested person transactions to
that were applied and their judgement of items that might
consider whether such transactions are carried
affect the integrity of the financial statements reported
out on normal commercial terms and are not
under key audit matters in the independent auditors’
prejudicial to the interests of the Company and
report, both of which can be found in the “Financial
its minority shareholders, and (where applicable)
Statements” section of the Annual Report.
to issue a statement on the views expressed and
to recommend to the Board appropriate actions
Having reviewed the audit plans (internal and external)
to be taken depending on the classification of
and the adequacy and effectiveness of the Group’s
the transactions in accordance with the Listing
Manual; systems of risk management and internal controls,
the ARC is satisfied with Management’s processes,
x. reviewing the whistleblowing policy and disclosures in the financial statements and report of the
arrangements for staff to raise concerns and external auditors.
improprieties in confidence, and ensure that these
arrangements allow independent investigation of Following the review and discussions, the ARC will then
such matters and appropriate follow up action; recommend to the Board where appropriate the release
of the full-year financial statements.
xi. reviewing improper activities, suspected fraud
or irregularities, discussing such matters with Minutes of the ARC meetings are routinely tabled at
the external auditors and reporting to the Board, Board meetings for the Directors’ information.
where necessary;
External and internal auditors
xii. performing any other functions which may be
The ARC recommends to the Board the appointment,
agreed by the ARC and the Board; and
re-appointment or change of the external auditors,
and their remuneration and terms of engagement.
xiii. monitoring of the Group’s risk of becoming
The appointment of the external auditors is subject to
subject to, or violating, any sanctions-related
law or regulation, ensuring timely and accurate shareholders’ approval at each AGM of the Company.
disclosure to the SGX-ST and other relevant
authorities, and assessing whether independent The ARC meets with the external auditors, and with the
legal advice or the appointment of a compliance internal auditors, in each case without the presence of
adviser is required in relation to sanctions-related Management, at least once annually.
risks applicable to the Group.
For the financial year under review, the ARC held one (1)
The ARC has the power to investigate any matter brought meeting with the external and internal auditors without
to its attention and any matters within its Terms of the presence of Management.
Reference. It also has the power to seek professional
advice at the Company’s expense.

48 YEO HIAP SENG LIMITED • Annual Report 2023

Independence of external auditors

The ARC reviews the independence and objectivity of the external auditors through discussions with the external
auditors, as well as an annual review of the volume and nature of non-audit services provided by the external auditors.
The fees paid to the Group’s external auditors are as disclosed in the table below:

External Auditors’ Fees for FY2023 S$’000 % of Total Fees

Audit Fees 761 97.1

Non-audit Fees 23 2.9

Total Fees 784 100.0

In the ARC’s opinion, the non-audit services provided by The Company treats all information received in strict
the external auditors did not impair their objectivity and confidence and protects the identity and the interest of
independence. Accordingly, the Company has complied all whistle-blowers. The anonymity of the whistle-blower
with Rule 1207(6)(b) of the Listing Manual. will be maintained where so requested by the
whistle-blower and the Company is committed to ensure
The Company has also complied with Rules 712 and 715 or protection of the whistle-blower against detrimental or
716 of the Listing Manual, as applicable, in relation to the unfair treatment.
Company’s appointment of auditing firms. Where auditing
firms other than the Company’s external auditors are ARC’s activities and members’ duty to keep abreast of
engaged as auditors by foreign-incorporated subsidiaries changes to accounting standards
or associated companies, such foreign-incorporated
The primary role of the ARC is to assist the Board in
subsidiaries or associated companies are not significant
ensuring the integrity of the Group’s financial accounting
in the sense of Rule 718 of the Listing Manual.
system and that a sound internal control system is in
place.
Whistleblowing policy

The Group has put in place a whistleblowing policy, The ARC meets regularly with Management and the
endorsed by the ARC, under which employees and other external auditors to review auditing and risk management
stakeholders of the Group may, in confidence, raise matters and deliberate on accounting implications of
concerns to the Company about possible corporate any major transactions including significant financial
irregularities, misconduct and/or wrongdoing in matters reporting issues. It also reviews the internal audit
of financial reporting or other matters relating to the functions to ensure that an effective system of control is
Company, its officers and employees. maintained by the Group.

The Company has designated an independent function During the financial year under review, the ARC reviewed
to investigate all whistleblowing reports made in good the Company’s financial results announcements before
faith and Management provides quarterly updates to the their submission to the Board for approval.
ARC on such whistleblowing reports, if any. The ARC is
responsible for oversight and monitoring of the Group’s The ARC is kept abreast by Management and the external
whistleblowing policy and arrangements. auditors of changes to the financial reporting standards,
Listing Manual and other regulations and issues which
The Group’s whistleblowing reporting channel is have a direct impact on the Group’s business and financial
posted on the Group’s intranet and official website statements.
to encourage the reporting of any behaviour or
action that might constitute a contravention of any
rules/regulations/accounting standards as well as
internal policies.

Refreshing Asian Goodness 49

 Cooling-off period for partners of the Company’s The Company supports active shareholder participation
auditing firm at general meetings. The shareholders are encouraged
to attend these general meetings to ensure a high
None of the ARC members were previous partners or
level of accountability and to stay informed of the
directors of the Company’s existing external auditors,
Group’s strategies and visions. Shareholders are also
KPMG LLP, within the period of two (2) years commencing given opportunities to raise relevant questions or seek
on the date of their ceasing to be a partner or director of clarification on the motions before they are put to the
KPMG LLP. All ARC members do not have any financial vote.
interest in KPMG LLP.
During the financial year under review, the Company’s
Internal auditors and their function 67th AGM was convened and held by way of electronic
means on 28 April 2023 pursuant to the COVID-19
The Company has an independent internal audit function
(Temporary Measures) (Alternative Arrangements for
which reports directly to the ARC and administratively
Meetings for Companies, Variable Capital Companies,
to the CEO.
Business Trusts, Unit Trusts and Debenture Holders)
Order 2020 (“Ministerial Order”) and the checklist
The ARC reviews the independence, adequacy and
jointly issued by ACRA, MAS and Singapore Exchange
effectiveness of the internal audit function and ensures
Regulation, which gave guidance to listed and non-listed
that it is adequately resourced and effective.
entities on the conduct of general meetings amid the
evolving COVID-19 situation (“Checklist”). Shareholders
The ARC is satisfied that the Company’s internal audit
(themselves or through duly appointed proxies) and
function is effective, adequately resourced, independent,
CPF/SRS investors who were appointed as proxies by
and has appropriate standing within the Company. their relevant CPF Agent Banks/SRS Operators were
able to participate in the 67th AGM remotely via the live
The internal auditors have unfettered access to all audio-visual webcast or live audio-only stream of the
the Company’s documents, records, properties and AGM proceedings.
personnel, including access to the ARC.
As Singapore has progressively transitioned towards
SHAREHOLDER RIGHTS AND living with COVID-19 and meetings can now take
ENGAGEMENT place physically, the Singapore authorities revoked
the Ministerial Order with effect from 1 July 2023.
Shareholder Rights and Conduct of General Meetings
Separately, pursuant to recent legislative amendments
Principle 11 The company treats all shareholders fairly (with effect from 1 July 2023) to the Companies Act 1967
and equitably in order to enable them to (the “Companies Act”), as read with Listing Rule 730A
exercise shareholders’ rights and have the of the SGX-ST Listing Manual and Practice Note 7.5 of
opportunity to communicate their views the Listing Manual on the conduct of general meetings
on matters affecting the company. The (amended with effect 1 July 2023), listed companies are
company gives shareholders a balanced required to hold all their general meetings either at a
and understandable assessment of its physical place in Singapore, or at a place in Singapore
and using virtual meeting technology. Listed companies
performance, position and prospects.
are guided to have regard to the size and needs of
their shareholder base and to facilitate shareholder
Effective participation and voting by shareholders at
engagement. In this regard, the Company’s forthcoming
general meetings
68th AGM to be held on 26 April 2024 (the “2024 AGM”)
All shareholders are informed of shareholders’ meetings will be held in a wholly physical format. There will be
through notices contained in annual reports and circulars no option for shareholders to participate virtually.
disseminated to them. These notices are also published Shareholders will also be given the opportunity to submit
in the local press (unless such requirement is otherwise written questions in advance of the 2024 AGM, and all
waived by the relevant regulatory authorities) and posted substantial and relevant questions which are related to
on SGXNET. Resolutions tabled at general meetings are the resolutions to be tabled for approval at the 2024 AGM
voted by poll, the procedures and rules under which are will be responded to within a reasonable timeframe prior
clearly explained at such general meetings. to the 2024 AGM and through publication on SGXNET
and the Company’s corporate website.

50 YEO HIAP SENG LIMITED • Annual Report 2023

Further details on the arrangements relating to to provide for absentia voting, as it could be costly to
attendance at the 2024 AGM, submission of questions in implement, bearing in mind that the Company would
advance of, or at, the 2024 AGM, and voting at the 2024 need to implement preventive measures to guard against
AGM by shareholders or their appointed proxy(ies) are errors, fraud and other irregularities. The Company is
set out in the Notice of AGM in this Annual Report. of the opinion that despite its deviation from Provision
11.4 of the 2018 Code, shareholders nevertheless
Separate resolutions at general meetings have opportunities to communicate their views on

Resolutions to be tabled at general meetings are separate matters affecting the Company even when they are

for each substantially separate issue, unless they are not in attendance at general meetings. For example,

interdependent and linked so as to form one significant shareholders may appoint proxies to attend, speak and

proposal. Where resolutions are bundled, the reasons vote, on their behalf, at the respective general meetings.

and material implications are explained in the notice

Multiple proxies
of general meeting to enable shareholders to make an
informed decision. Following the introduction of the multiple proxies regime
under the Companies Act with effect from 3 January
Voting by poll at general meetings 2016, “relevant intermediaries” (such as banks and
For greater transparency in the voting process, the capital markets services licence holders which provide
Company has implemented electronic poll voting at custodial services for securities) which are members
general meetings of shareholders. An independent polling of the Company, are able to appoint more than two
agent will also be appointed by the Company for each proxies to attend, speak and vote at general meetings
general meeting and such polling agent will facilitate the of shareholders of the Company. Accordingly, and to
voting process and explain the voting procedures that facilitate effective participation in general meetings of
govern the relevant general meeting. The voting results shareholders, the Company has, at its 60th AGM held on
of all votes cast for or against each resolution are made 22 April 2016, adopted a new Constitution which contains
available at the meeting and subsequently announced to new provisions that cater to the multiple proxies regime.
the SGX-ST after the meeting.
Attendees at general meetings

At the forthcoming 2024 AGM which will be held in a Members of the Board, the Chairman of each of the Board
wholly physical format, all resolutions put forth at the committees, senior management, the external auditors,
AGM will be put to vote by way of poll, and the detailed legal advisors and Management are in attendance at
results of the vote on every resolution polled, including general meetings of shareholders. In general, all Directors
the total number and the respective percentage of are expected to attend general meetings of shareholders,
votes cast for and against each resolution, will be unless they are unable to attend due to exigencies.
declared at the AGM itself and announced via SGXNET
in accordance with the relevant requirements of the The external auditors who attend the Company’s general
Listing Manual. The Company will also appoint a polling meetings of shareholders are equipped to address
agent and an independent external party as scrutineer shareholders’ queries about the conduct of audit and the
who will attend the 2024 AGM to ensure that the polling preparation and content of the auditors’ report.
process is properly carried out. Prior to the 2024 AGM,
the scrutineer will review the proxy forms received Minutes of general meetings
and the poll voting system and also attend to the proxy The Company Secretary prepares the minutes of
verification process to ensure that the proxy and poll shareholders’ meetings, which include substantive
voting information is compiled correctly. comments and queries from shareholders and the
responses from the Board and Management. The
Provision 11.4 of the 2018 Code provides that an issuer’s
Company published the minutes of its 67th AGM held on
Constitution should allow for absentia voting at general
28 April 2023 on its corporate website and on SGXNET
meetings of shareholders. Our Constitution currently
on 24 May 2023.
does not, however, permit shareholders to vote at
general meetings in absentia (such as via mail, email or
fax). The Company has not amended its Constitution

Refreshing Asian Goodness 51

 Dividend policy Timely Information to shareholders

Provision 11.6 of the 2018 Code provides that an issuer The Company is committed to providing a balanced and
should have a dividend policy and communicate it to clear assessment of the Group’s performance, financial
shareholders. The Company does not, however, have position and prospects through timely reporting of its
a stated policy of distributing a fixed percentage of financial results. The Company’s Annual Report and all
earnings by way of dividend annually. Rather, in fixing a financial results are accessible to the public on SGXNET
dividend for any year, the Company considers a number of and the Company’s website. Although the Company has
factors including current and forecast earnings, internal ceased quarterly reporting of its financial results in
capital requirements, growth options and the Company’s conjunction with changes to the Listing Manual which
debt/equity position. The Company is of the view that
took effect from 7 February 2020, the Company will
despite its deviation from Provision 11.6 of the 2018 Code,
continue to keep shareholders updated on material
all shareholders are treated fairly and equitably to enable
developments relating to the Company and the Group, in
them to exercise their shareholders’ rights. Shareholders
compliance with its continuing disclosure obligations, as
have the opportunity to communicate their views on
and when appropriate.
matters affecting the Company, including the dividend
payout in any given year. Notwithstanding the absence
The Company does not practise selective disclosure of
of a stated dividend policy, shareholders are able to
material information. Price or trade sensitive information
express their views to the Company on matters relating
is first publicly released before the Company meets with
to dividends, whether this is done at AGMs or otherwise,
any group of investors or analysts. Financial results and
and due consideration is given to such feedback.
other price or trade sensitive public announcements
Engagement with Shareholders are presented by the Company through a balanced and
understandable assessment of the Group’s performance,
Principle 12 The company communicates regularly
position and prospects.
with its shareholders and facilitates the
participation of shareholders during Sufficient information to shareholders
general meetings and other dialogues to
allow shareholders to communicate their The Company’s corporate governance practices promote
views on various matters affecting the the fair and equitable treatment of all shareholders. To
company. facilitate shareholders’ ownership rights, the Company
ensures that all material information is disclosed on a
Communication with shareholders comprehensive, accurate and timely basis via SGXNET,
especially information pertaining to the Company’s
In addition to regular dissemination of information
business development and financial performance which
through SGXNET, the Company also attends to general
could have a material impact on the price or value of its
enquiries from shareholders, investors, analysts, fund
managers and the press. The Company’s investor relations shares, so as to enable shareholders to make informed
policy allows for an ongoing exchange of views so as to decisions in respect of their investments in the Company.
actively engage and promote regular, effective and fair
communication with shareholders. The policy sets out Further, the Company also believes in providing sufficient
the mechanism through which shareholders may contact and regular information to shareholders and the public
the Company with questions and through which the beyond mere compliance with prevailing statutory or
Company may respond to such questions. The Company professional standards.
has personnel with investor relations responsibilities to
facilitate communication with shareholders, investors, Regular dialogue with shareholders
fund managers, analysts, media and other stakeholders General meetings have been the principal forums
on a regular basis, to attend to their queries or concerns, for dialogue with shareholders. At these meetings,
as well as to keep the investing public apprised of the shareholders are given the opportunity to engage
Company’s corporate developments and financial
the Board and Management on the Group’s activities,
performance.
financial performance, other business-related matters
and plans for the Group’s development. Such meetings
Information on the Company and its businesses
also allow the Company to gather views or inputs, and
is also made available on the Company’s website:
www.yeos.com.sg.

52 YEO HIAP SENG LIMITED • Annual Report 2023

address shareholders’ concerns. Nevertheless, due to The Company maintains a corporate website at
the COVID-19 situation in Singapore at the time and in www.yeos.com.sg to communicate and engage with
order to minimise the risk of community spread of the stakeholders. We value opportunities to engage with
coronavirus, in respect of the virtual general meetings our shareholders and investors, who can contact us
convened and held from 2020 to 2023 pursuant to directly through the investors relations email addresses
the Ministerial Order and the Checklist, although as published on our corporate website.
shareholders were not able to physically attend such
meetings, they were able to submit questions to the CODE OF CONDUCT
Chairman of the meeting in advance of the meeting and
The Group has adopted a Code of Conduct to regulate the
such questions (if they were substantial and relevant
standards and ethical conduct of the Group’s employees
to the agenda items of the meeting) would have been
and other stakeholders (for example, vendors and other
addressed at or before the relevant meeting. As disclosed
supply chain business partners) who are required to
above, the Company’s forthcoming 2024 AGM is intended
observe and maintain high standards of integrity.
to be held in a wholly physical format. The Company looks
forward to shareholders’ participation at the meeting.
DEALINGS IN SECURITIES
Soliciting and understanding views of shareholders The Company has in place a Securities Dealings Policy (as
Outside of the financial reporting periods, when may be amended from time to time) modelled to comply
necessary and appropriate, the CEO will meet analysts with the best practices guidance in Rule 1207(19) of the
and fund managers who seek a better understanding Listing Manual. In particular, the Company issues half
of the Group’s operations. The CEO similarly remains yearly reminders to its Directors and employees on the
open to engage with local and foreign investors to restrictions in dealings in listed securities of the Company
garner feedback from the investor community on a during the period commencing one month immediately
range of strategic and topical issues, which will provide preceding, and up to the time of announcement of, the
the Board with valuable insights on investors’ views. Company’s results for the half-year and the full financial
When opportunities arise, the CEO will conduct media year. Directors and employees are also reminded not
interviews to give shareholders and the investing public to trade in listed securities of the Company at any
a profound perspective of the Group’s business. time while in possession of unpublished price or trade
sensitive information, and to refrain from dealing in the
Company’s securities on short-term considerations.
MANAGING STAKEHOLDERS
RELATIONSHIPS
MATERIAL CONTRACTS
Engagement with Stakeholders
No material contracts were entered into by the Company
Principle 13 The Board adopts an inclusive approach
or any of its subsidiaries involving the interests of the
by considering and balancing the needs
CEO, any Director or controlling shareholder and either
and interests of material stakeholders, as
(i) still subsisting at the end of the financial year under
part of its overall responsibility to ensure
review or (ii) entered into since the end of the previous
that the best interests of the company are
financial year.
served.

The Company’s stakeholders include employees,

contractors and suppliers, government and regulators,
community, shareholders and investors. The Company
engages these stakeholders through various channels
to ensure that the business interests of the Group
are balanced against the needs and interests of its
stakeholders.

Refreshing Asian Goodness 53

 INTERESTED PERSON TRANSACTIONS
Interested person transactions carried out during the financial year under review which fall under Chapter 9 of the
Listing Manual are as follows:

Aggregate value of all interested

person transactions during the
financial year under review
(excluding transactions less
than S$100,000 and transactions
conducted under shareholders’
Name of interested person Nature of relationship mandate pursuant to Rule 920)

2023
S$

Far East Organization Group Associate of controlling

shareholder

Sale of goods 590,902

Sino Land Company Limited Group Associate of controlling

shareholder

Sale of goods 293,337

Realty Star Development Limited Associate of controlling

shareholder

Operating lease paid/payable 209,544

Baynard Limited Associate of controlling

shareholder

Reimbursement of expenses/costs 1,226,842

The Company does not have any shareholders’ mandate for interested person transactions.

54 YEO HIAP SENG LIMITED • Annual Report 2023

SUSTAINABILITY REPORT CONTENTS
GROUP OVERVIEW

57 Sustainability Governance and Management

59 Risk Management and Strategy

61 Climate Scenario and Analysis

61 Materiality Assessment

62 Our Material Topics

63 Sustainable Development Goals

PROTECTING OUR ENVIRONMENT

64 Water Management

65 Energy and Carbon Management

66 Green House Gases (“GHG”)

CARING FOR OUR PEOPLE

68 Our People, Our Greatest Asset

68 Fair Labour Practices – Diversity and Inclusion

69 Human Capital Development and Training

71 Occupational Health and Safety

CARING FOR OUR CONSUMERS

73 Product Quality and Safety

LEADING OUR MARKETPLACE

76 Economic Performance

77 Corporate Social Responsibility

84 Corporate Governance

OTHER INFORMATION

85 Global Reporting Initiative (“GRI”) Content Index

87 Performance Summary

92 About this Report

 SUSTAINABILITY REPORT
CREATING A SUSTAINABLE FUTURE

YEO’S SUSTAINABILITY VALUES:

Our approach to sustainable development of our business is guided by our sustainability values:

Business Unity as one Diligence,

Integrity, Loyalty and
excellence team in pride and
honesty and commitment to
with pursuing passion
fairness to all sustainability
sustainability sustainability
stakeholders goals
in mind goals

Yeo Hiap Seng Limited (“Yeo’s”)’s sustainability report our business and the environment. As a responsible
details our environmental, social and governance (“ESG”) manufacturer, Yeo’s aims to provide the best product and
performance for the fiscal year 2023. value to our consumers yet at the same time understand
that we need to place strong emphasis on sustainability
SUSTAINABILITY AT THE FOREFRONT as it presents an opportunity for us to leverage on
our business strategies to minimise impact to the
Our sustainability vision is embedded in our business
environment.
and operational strategy underpinned by our values. We
conduct our businesses in a fair and responsible manner
This report is prepared in accordance with the framework
backed by robust governance structures; optimise the
recommended by the Task Force on Climate-related
use of resources in delivering high quality products to
Financial Disclosures (“TCFD”) and with reference to the
our consumers; seek continual improvement to minimise
Global Reporting Initiative (“GRI”) standards.
environmental footprint; innovate continuously to
delight our consumers with healthier and high-quality The report presents a detailed discussion of our
consumption choices; and contribute to local approach to the areas of materiality using the TCFD
communities. framework under the four core elements: climate-related
governance, strategy, risk management, metrics and
This pursuit for sustainability excellence is backed by our
targets.
sustainability values that emphasise integrity, diligence
as well as unity across functions as we stay loyal and In line with SGX’s sustainability requirements, Yeo’s
committed to achieving our sustainability goals. sustainability reporting process has been subject to
internal review. We have not sought external assurance
In FY2023, Yeo’s worked to improve our sustainability
for this report and will consider doing so as the reporting
agenda with a renewed focus on areas that impact both
standards and regulations evolve.

56 YEO HIAP SENG LIMITED • Annual Report 2023

GROUP OVERVIEW

SUSTAINABILITY GOVERNANCE AND All the Directors have attended training on sustainability
MANAGEMENT matters which was mandated by the SGX-ST with effect
from 1 January 2022.
At Yeo’s, the Board of Directors has considered
sustainability issues in the Group’s business and strategy, Reporting & Governance Structure
determined the material ESG factors and overseen the
management and monitoring of the material ESG factors Yeo’s SC is represented by members from major functions

that impact the Group’s activities. In managing the and provides the overall support to ensure that the

governance of sustainability issues, the Board is assisted sustainability work is communicated and well supported.

by the Sustainability Committee (“SC”) which is headed

by the Chief Research & Development Officer, who in
turn reports to the management.

Sustainability Governance Structure

Board of Directors

Management

Sustainability Committee (SC)

Core Team Members

R&D Finance

Projects Manufacturing

Risk Management Human Resource

Quality Assurance

SC Responsibilities
Marketing
1. Provide effective and timely reporting
2. Review initiatives and performance
3. Review key performance indicators and project Procurement & Planning
implementation
4. Facilitate the adoption of sustainability culture Information Technology
throughout the group

Refreshing Asian Goodness 57

 Stakeholder Engagement selection of stakeholders is determined by the influence,
dependency, representation and proximity between
Stakeholder engagement is key to our sustainability
the stakeholders and our businesses, as well as our
strategy, and we recognise that our actions can impact
responsibility towards them.
our stakeholders’ assessment of our performance. Our

SIGNIFICANCE KEY TOPICS & CONCERNS ENGAGEMENT PLATFORMS

Employees Human capital is our most • Training and • Orientation programmes

valuable asset, and we are development • Staff communication
committed to investing in the • Health, safety and general via townhalls, intranet,
development of our people. well-being environment circulars, newsletter and
We create a performance-led • Engaging employment emails
culture with learning experience • Performance and career
opportunities where our people • Career development development reviews
can develop and grow.

Suppliers Strong and effective • Responsible business • Face-to-face and/or

relationships with our suppliers practices virtual meetings
give our businesses strategic • Governance and • Email communication
advantages, including better compliance structure
value. By effecting stringent • Sustainable procurement
procurement processes,
we foster an ethical culture
and comply with all legal
requirements.

Customers/ We are committed to keeping • Product quality • Corporate website

Consumers abreast of consumer trends and • Understanding consumer • Social media channels
preferences, as well as research needs • Product marketing
and development initiatives to • Innovation and creation promotions and
continually improve our range campaigns
of products to better meet • Consumer surveys
consumers’ needs for high
quality, healthier and innovative
offerings.

Government/ Governments and regulations • Compliance with laws • Regulatory filings

Regulators/ can affect how businesses are and regulations • Meetings and dialogues
Activists run and create new challenges • Opportunities for • Seminars and
and opportunities for us. We collaboration Conferences
keep a close eye on topics
of concern to governments,
regulatory bodies and activist
groups wherever we operate. In
our key markets, we also engage
with the regulators regularly to
understand their concerns and
to provide our feedback.

Investors Our investors believe firmly • Relevant disclosure to • Annual general meeting
that a sustainable business shareholders • Annual report
approach is important in • Business strategy • Corporate website and
creating long-term value for the • Economic and financial communications
company. performance • Half-yearly reporting

Local As active members of our • Sustainable development • Corporate social

Communities communities, we aim to of our communities responsibility events
contribute towards their • Supporting social needs
continued well-being. and events

58 YEO HIAP SENG LIMITED • Annual Report 2023

RISK MANAGEMENT AND STRATEGY Our Audit & Risk Committee (“ARC”) has oversight of
our ERM processes and ensures that the systems of risk
Yeo’s adopts our Enterprise Risk Management (“ERM”)
management and internal controls are being appropriately
framework by identifying specific risks and opportunities
designed, implemented and closely monitored for their
and putting in place strategies to address our materials
adequacy and effectiveness. Our key risk indicators are
risks. Our sustainability risk and materiality assessments
reported to the ARC on a quarterly basis, together with
are performed both from top down and bottom-up
an annual review of the risk appetite and risk tolerance
approaches to understand the internal and external
statements. At the end of each financial year, the Board
context of the risks that impacts our business strategy.
receives assurance from the CEO and CFO that the risk
management and internal control system is adequate and
Internal context is the internal environment in which
effective to address the risks from key material topics
Yeo’s seeks to achieve its objectives. The risk management
identified by the Group.
process is aligned with Yeo’s culture, processes and
structure. Any internal areas within Yeo’s that can
Yeo’s takes a proactive and comprehensive approach to
influence the way in which Yeo’s manages its risk are
understand and assess the impacts of climate change
established.
on our business, which includes building resilience into
our corporate strategy, sustainability initiatives and
External context (or external environment) in which Yeo’s
operations. We have performed risk assessments to
seeks to achieve its objectives is important in ensuring
identify events that can potentially affect our operations
that external stakeholders, their objectives and concerns
and have also put in place several opportunities to further
are considered when identifying our risks. The external
mitigate our exposure to these material risks.
context can include, but is not limited to:

Transition risks are business-related risks that follow

• The cultural, political, legal, regulatory, financial,
societal and economic shifts as we transit toward a
technological, economic, natural and competitive
low-carbon and more climate-friendly future. These risks
environment, whether international, national,
may include policy and regulatory risks, technological
regional or local;
risks, market risks, reputational risks, and legal risks.
• Key drivers and trends having impact on the
objectives of Yeo’s; and
Physical risks are risks resulting from physical effects of
• Perceptions and values of external stakeholders.
climate change and environmental degradation such as
wildfires, storms, and floods.

Refreshing Asian Goodness 59

 Below summarises our climate-related risks and
opportunities:

RISKS AND OPPORTUNITIES

Transition Risks Physical Risks

• Policy and legal: Climate-related policies • Chronic: Long-term temperature and water
impacting the operations management increase impacting agriculture
• Technology: Shifts in manufacturing science, • Acute: Unexpected shifts in weather patterns
technology and packaging resulting in increased cost of supply of our raw
• Marketing: Changing demographics affecting materials
the demand of our products

Opportunity Opportunity

• Product packaging: Innovative packaging • Operations: Technology innovation to ensure

materials with higher recyclability opportunities efficiency of operations
• Waste management: Re-purposing waste into • R&D: Advancements in designs of new produces
new product

FINANCIAL IMPACT

Income Impact Income Impact

• Operational cost increases due to higher energy • Higher cost of raw materials including cost of
costs and other shifts in market demands for business continuity measures
our products • Revenue, market share declining affected by
• Business disruption from supplier risks slow down in manufacturing as a result of
unavailability of raw materials

OUR STRATEGY

• Efficient machinery and warehousing • Conduct detailed climate-related assessments

operations with improvements in InfoComm to identify operational risk areas
and Technology • Engage and partner industry and research
• Engage and partner industry and research institutes to improve efficiency of operations
institutes to adopt low-carbon ingredients, and reduce cost
packaging, energy and waster management • More efficient use of water and water
technologies replenishment technologies

60 YEO HIAP SENG LIMITED • Annual Report 2023

CLIMATE SCENARIO AND ANALYSIS

TRANSITION RISKS GLOBAL TEMPERATURE INCREASE OF 0 TO +2°C

Policy & Legal • Increase of energy cost, e.g. Singapore carbon tax
Action to reduce emission-intensive business activities from S$5/tCO2e – S$80/tCO2e by 2030
• Increase in regulatory compliance cost

Technology • Increase in investment on low carbon technology

Development of emerging technology to support low
carbon production and economy

Market • Large percentage of consumers will prefer more

Shifts in demand and supply as consumers shift to sustainable products and packaging
more sustainable products

MATERIALITY ASSESSMENT stakeholders’ decision. The remaining of the ESG topics

remain important and we will continue to build on them
In our materiality assessment, we have identified 20 ESG
as part of our sustainability journey.
topics that are relevant to us. Of all the topics, we have
assessed that 6 topics are material to our business based The 20 ESG topics are presented below with the
on the significance of the ESG factors; their impact on 6 material topics highlighted in bold print.
the business and the degree of influence they have on

High

• Occupational health & safety

• Product quality & safety
• Code of conduct
• Water management
• Climate strategy
• Economic performance
• Energy management
• Corporate governance
• Packaging and materials
Importance to Stakeholders

• Carbon Management
• Effluents and waste
• Supply chain management
• Product and service labelling • Raw material sourcing
• Diversity & equal opportunity • Innovation management
• Marketing and communications
• Human capital development &
training

• Engagement with local

communities
• Biodiversity

Low Importance to Business High

Refreshing Asian Goodness 61

 OUR MATERIAL TOPICS
From the 20 ESG topics identified, our 6 shortlisted
material topics are the key focus of our sustainability
agenda and focus as they are the most relevant to the
business. For the remaining 14 topics, we have reassessed
the materiality and several of the topics have become
more important in the last financial year and we
continue to build on them in the upcoming years of our
sustainability journey.

PEOPLE
at i o n a l h e a l t h & s
cup afe
• Oc ty

VIRON MENT
ty

t
safe

bon M anage men

e nt
MER

m
t y and

a g e
C OtNquSaliU

e r M a n
duc

t
• Wa
• Car
o

EN
• Pr

MA E
• Ec
R K E T P L AC
onom
i c P e r f o r m a n ce
• Co
r p o r a t e G ove r n a n ce

62 YEO HIAP SENG LIMITED • Annual Report 2023

SUSTAINABLE DEVELOPMENT GOALS inequality, climate change, environmental degradation,
peace and justice.
The Sustainable Development Goals (“SDGs”) are the
blueprint by the United Nations to achieve a better and Our material topics are mapped to several SDGs, ensuring
more sustainable future for all. They address the global that our sustainability efforts are aligned to the broader
challenges we face, including those related to poverty, goals of United Nations.

YEO’S RELATED RELATED APPROACH

SUSTAINABILITY MATERIAL SDGS
THRUSTS TOPICS
Protecting Our Water We are committed to seek innovative water
Environment Management management solutions – including water saving and
recycling initiatives – as part of our overall water
stewardship efforts and practices in our production
facilities.

We have an established system within operations to

track and monitor water consumption.

Carbon We are committed to reduce our carbon footprint and

Management committed to supplement existing energy use with
renewable energy sources.

We are constantly working with our suppliers to

explore carbon reduction of our ingredients and
packaging materials.

Caring for Our Occupational We place the utmost priority on maintaining a culture
People Health and of safety amongst all our employees and enforce robust
Safety safety policies and practices to mitigate safety risks.

Caring For Our Product Quality In the Food and Beverage business, ensuring the food
Consumers and Safety quality and safety is our top priority, and we have put
in place stringent controls on our procurement and
manufacturing processes to safeguard product quality
and safety.

Leading Our Economic We believe in creating long term economic value for
Marketplace Performance our investors and further distributing the economic
value to other stakeholders including our employees
through wages, government through taxes, investors
through dividends, suppliers through purchases and
communities through corporate social responsibility
initiatives.

Corporate We maintain a strong corporate governance

Governance and control environment in order to operate as
a responsible corporate entity with a focus on
sustainability.

We have zero tolerance for fraud, bribery, corruption

and violation of laws and regulations.

Refreshing Asian Goodness 63

 Protecting Our Environment
Yeo’s recognises that in the course of conducting Our target for water reduction:
our business, our company creates environmental
impacts through water, energy, carbon emissions,
TARGET
resource consumption and waste. To reduce our
impacts on the environment, our production plants and Reduce water consumption by
offices investigate and identify ways to improve our 10% (per unit of product)
manufacturing processes and optimise eco-efficiency.
by Year 2026
Throughout FY2023, we have implemented several
efficiency improvement projects, and these are
elaborated in the following sections.

Shah Alam Plant – Condensate Recovery System

WATER MANAGEMENT
In FY2023, we completed the installation of the
Water is used both as a vital ingredient for our products,
condensate recovery system in our Shah Alam plant.
as well as for several production processes such as
This is vital to support both the reduction in use of the
cleaning and sanitizing in the food and beverage
heavy fuel oil for our boilers and helps to increase water
industry. As such, water is an important factor in our
recovery and reduce the volume of water used for the
manufacturing business, and we constantly seek to
boiler system.
achieve more efficient use of water and to innovate in
water recycling methods.

Water Saving and Recycling

Water usage is the highest in the production function in
our business and the aggregate production capacity of
our Singapore and Malaysia factories constitutes more
than 90% of the whole Group’s production capacity.
We continue to focus our efforts on water saving and
recycling initiatives in these two locations to maximise
their impact.

We also reduce our water footprint by putting recycled

water to alternative uses, such as for our cooling towers
and for general cleaning and washing purposes. Our
water intensity information is presented below:

Water Intensity

10
9
Litre per kg or litre of product

8
7
6.044 6.055
6
5
New Condensate Recovery System in Shah Alam Plant
4
3
2
1
0
2022 2023

Note:
a. FY2022 is the base year for which we report Group water intensity.

64 YEO HIAP SENG LIMITED • Annual Report 2023

Johor Bahru Plant – Hydromatic Cooling Tower As a result, 45% less water volume is required to be
heated and cooled per process cycle, thus reducing the
In FY2023, we completed the installation of a new
load on both the boiler and the cooling tower system.
hydromatic cooling tower to replace the previous tower,
which had required additional water to maintain the
necessary temperate for production. Energy And Carbon Management
Optimising Energy Usage

The use of energy contributes to a large percentage of our

carbon emissions and for FY2023, Yeo’s has been focusing
on areas where we can optimise equipment efficiently.
Apart from understanding our equipment performance,
we also look at more efficient planning of our production
cycles, to ensure that we have longer run cycles and cut
down on energy (both electricity and water) to perform
the necessary sanitisation and cleaning programmes.

Clean-in-Place System in China Guangzhou Plant

Our focus on planning, production and equipment

efficiency is highlighted in our China Guangzhou plant,
where we improved the clean-in-place (CIP) cycle time
for our products. This helps the plant to reduce steam,
electricity and overall energy usage. We also introduced
a new rinse water recovery process in our CIP system to
New Hydromatic Cooling Tower in Johor Bahru Plant further reduce water consumption.

Singapore Senoko Plant – Retort Low Energy Suction

System (LESS)

In FY2023, we converted our retort set up in the Singapore

plant from a traditional suction design to a LESS setup,
which uses a low water level system.

Clean-In-Place System in China Guangzhou Plant

Completion of Retort Low Energy Suction System (LESS) in Singapore

Senoko Plant

Refreshing Asian Goodness 65

 Use of Energy Efficient Equipment in Johor Bahru Plant Our target for energy reduction:

In FY2023, we installed our warehouse and manufacturing

facilities in Johor Bahru with LED lights and replaced
TARGET
non-LED lightings in our offices with more efficient
LED lights which can further help to reduce energy Reduce energy consumption by
consumption. Wherever possible, we continue to explore
the use of motion senor LED lights for areas which has
5% (per unit of product)
less footfall to further reduce electricity consumption.
by Year 2026

Green House Gases (“GHG”)

As a responsible manufacturer, Yeo’s is committed to

reducing GHG emissions. Notwithstanding the inclusion
of more renewable energy sources as our intake energy
source, we are also exploring other sources of renewable
energy to supplement our current source of electrical
energy which are largely from incoming gas-fired and
coal-fired energy (country-dependent).

The increased use of data in our manufacturing

processes allows us to further understand our key energy
constraints so that we can put in place the necessary
tools to minimise GHG. Our GHG emission intensity is
presented below:

GHG Emission Intensity

2.000
Installation of LED lights in Johor Bahru Plant
kgCO2e per kg or titre of product

1.800
1.600 1.469
1.374
Our energy intensity information is presented below: 1.400
1.200 1.103
1.011
1.000
Energy Intensity 0.800
0.600
0.400
KWh per kg or litre of product

0.5
0.200 0.092 0.096
0.4 –
Scope 1 Scope 2 Total Scope 1 Scope 2 Total
(Scope 1+2) (Scope 1+2)
0.3
2022 2023
0.2
0.117 0.136
0.1 Notes:
a. FY2022 is the base year for our Scope 1 & 2 GHG emissions.
0 b. tCO2e calculations are based on the Greenhouse Gas Protocol’s
2022 2023 calculation tool.

Our target for emissions reduction:

Note:
a. FY2022 is the base year for which we report Group energy intensity.

TARGET
Reduce Scope 1 & 2 emissions by
10% (per unit of product)
by Year 2026

66 YEO HIAP SENG LIMITED • Annual Report 2023

China Guangzhou Plant – Solar Photovoltaic Panels Singapore Senoko Plant Solar Photovoltaic Panels

The solar photovoltaic panels in our China plant in Singapore’s Senoko Plant completed the installation
Guangzhou provide a total of 1,280kWp capacity and of solar PV panels in FY2023 and the solar PV panels
we have reduced approximately 650 tonnes of CO2e in provide a total of 800KWp generating capacity. This
FY2023. helps to reduce energy offtake from the grid by utilising
renewable energy for our daily operations and provided
a carbon reduction of approximately 210 tonnes of CO2e
since the installation in FY2023.

Solar Photovoltaic Panels in China Guangzhou Plant

Refreshing Asian Goodness 67

 Caring for Our People

OUR PEOPLE, OUR GREATEST ASSET Given our diverse and broad markets coverage, we
continue to invest in creating an inclusive workplace for
Sustainability is an integral part of our business continuity
everyone from different backgrounds and we nurture
strategy through our legacy and as manifested in our
workplace diversity in all respects of our business, from
Core Value. Guided by our Core Value, we consistently
recruitment to career development.
prioritize the development of our people, the key to our
future success. We value employee engagement as the Our approach to developing human capital and retaining
key to unleashing the full potential of our people with talent is characterised by our three core principles:
their strong motivation, autonomy and desire to grow.
Their dedication, knowledge and performance are key to (i) We adopt fair labour practices and have zero
driving our business and strategies. tolerance towards discrimination;

We embrace excellence and innovation in our business, (ii) We invest in the training and development of our
where our people work as ONE team. We exhibit honesty employees to enhance their competencies; and
and fairness and focus on our staff and customers to earn (iii) We provide our employees a safe and conducive
their loyalty. Pride, passion, hard work and dedication working environment for them to excel in their
form the overall hallmarks of our people. respective fields.

FAIR LABOUR PRACTICES DEVELOPMENT OF EMPLOYEES SAFE ENVIRONMENT

Zero tolerance towards Investment in training to Conducive workplace to focus
discrimination enhance competencies on business excellence

FAIR LABOUR PRACTICES – DIVERSITY which a substantial portion of our work force are deployed
AND INCLUSION in the manufacturing and supply chain operations, the
gender balance tends to weigh stronger on the males.
At Yeo’s, we support a gender-balanced labour force and
equal opportunities at all levels in the organisation. We In Singapore, Yeo’s is a member of the Singapore National
leverage on the diversity and cultural experiences of our Employers Federation (“SNEF”), Singapore Manufacturing
people to build strong connections with our customers Federation (“SMF”) and the Food, Drinks and Allied
and communities across the regions, driving innovation Workers Union Singapore (“FDAWU”). In Malaysia, we
and engaging professionally in an increasingly globalised are associated with the Malaysian Employers Federation
and fast-changing market. We believe in creating a safe (“MEF”), Federation of Malaysian Manufacturers (“FMM”),
and inclusive working environment where we continually and Food Industry Employees’ Union (“FIEU”).
develop our people and reward great performance.
As an active member of unions and associations, Yeo’s
Yeo’s does not discriminate any applicant based on ensures compliance with applicable laws and regulations
their age, gender, race, religion or nationality. We are and maintains regular dialogues with the various
committed to ensuring fair labour practices, diversity stakeholders to build constructive and harmonious
and inclusion in all our factories and offices. On gender relationships.
diversity, given the nature of the work in our industry in

68 YEO HIAP SENG LIMITED • Annual Report 2023

HUMAN CAPITAL DEVELOPMENT AND Encouraged by this success, we are now gearing up
TRAINING for the next phase of development, aimed at offering
more diverse learning options to accommodate various
At the core of our business strategy is the commitment business needs. Our employees will have the freedom
to enable our people to be the best they can be. We want to learn at their own pace, anytime, from anywhere,
to enhance the competencies of our staff and strengthen fostering their personal and professional growth. This
their capabilities in meeting job requirements, improve digital transformation strengthens our capabilities and
work performance and achieve business results. further prepares us to address future challenges.
Our focus is on building future-ready staff and fostering Establishment of Sales Academy
a growth mind-set while empowering all staff to take
charge of their learning journey. The establishment of the Sales Academy marks a
significant step towards equipping our salesforce with
We encourage continuous learning to ensure our people the necessary sales-related skills and knowledge. This
keep up with the market-best training practices and comprehensive training initiative introduces a set of
also believe that driving capability building around core modules, purposefully designed to enhance the
technical and soft skills is key. This includes scheduled capabilities of our sales professionals, ensuring their
classroom learnings, condensed e-learning modules, and competitiveness and adaptability in the industry. This
on-the-job training (“OJT”). initiative showcases our unwavering commitment to
foster a high-performing salesforce and maintain our
Learning Management System (“LMS”) Platform
team at the forefront of the latest industry developments.
The launch of LMS marks a new era in Yeo’s longstanding
history of learning. LMS plays a pivotal role in our
learning journey and has become an essential part of the
Group’s commitment to employee development. LMS has
been deployed across 8 countries as the primary learning
platform for completing e-learning modules, registering
for courses, assigning courses, and approving course
requests.

Sales Capability Training for Market Heads in Singapore

LMS Platform – Essential part of our commitment to employee

development

Refreshing Asian Goodness 69

 Yeo’s Core Habit: Culture for Executional Excellence a culture of consistent and effective execution across all
levels. The “Core Habit” was introduced and integrated
In FY2023, Yeo’s introduced its “Core Habit”,
across all markets, inspiring employees to implement
complementing the existing Core Values as the primary
further executional and operational excellence.
guiding principles and standards. This significant
initiative marks a milestone in our mission to promote

Core Habit Workshop in Malaysia

Virtual Core Habit Workshop for USA employees

70 YEO HIAP SENG LIMITED • Annual Report 2023

OCCUPATIONAL HEALTH AND SAFETY Throughout FY2023 our employees attended numerous
safety-related trainings, seminars, and awareness
Safety risks are inherent in workplaces and will be
programmes with the aim to improve the safety culture
relatively higher in manufacturing and supply chain
and awareness of all who work at Yeo’s. In addition,
functions where machinery is operated. Maintaining a
Yeo’s also recognised and awarded staff who performed
safe working environment allows our employees to work
well or contributed to workplace safety improvements.
with peace of mind, improve their work and contribute to
The recognition and awards like Safety Champion, Top
the sustainability of our workforce.
reporting (by staff) of unsafe condition, contribution
of safety improvement ideas helps us to build up Yeo’s
Accordingly, we place the utmost priority on maintaining
safety culture and mindset.
a culture of safety amongst all our employees and enforce
robust safety policies and practices to mitigate safety
Our safety statistics are presented below:
risks.

2023
Occupational Occupational
Health & Safety Health & Safety
(EMPLOYEES) (NON-EMPLOYEES)

Fatalities

Number of Cases 0 0

High-consequence injuries

Number of Cases 0 0

Recordable injuries

Number of Cases 6 0

Recordable work-related ill health cases

Number of Cases 0 0

Our target for Occupational Health & Safety:

TARGET
Zero work-related injuries
and illnesses

Refreshing Asian Goodness 71

 All accident cases are thoroughly reviewed, with To continuously monitor and drive safety performance,
root cause analysis (“RCA”) conducted. Respective we hold monthly safety committee meetings to
plants/offices have put in place the necessary corrective review performance, discuss any violations and
and preventive controls and have further conducted propose improvements. These meetings are attended
necessary safety trainings and briefings on past by functional representatives from production,
accidents, to mitigate likelihood of recurrence of similar maintenance, warehouse and logistics, human resource,
accidents. quality assurance and risk management departments.

Regular inspections are also carried out at our plants Our persistence and pursuit of safety excellence are
to ensure strict compliance to Occupational Health recognised in the marketplace. In Singapore, we continue
and Safety regulations. These inspections, coupled to be certified bizSAFE Level 3 by Workplace Safety
with awareness and training sessions during the year, and Health Council. This is a recognition of our strong
ensure the continued vigilance of our employees on commitment to workplace health and safety, which also
Environment, Health and Safety (“EHS”) matters. provides our customers with the assurance that we
consistently meet stringent safety requirements.
To continuously remind our employees and contractors
on work safety, our safety slogan – “All Accidents are
Preventable” and “Safety First” – will continue to be
displayed in prominent locations in all our factories
and offices to promote a culture of “Zero tolerance to
workplace injuries and illnesses”.

72 YEO HIAP SENG LIMITED • Annual Report 2023

Caring for Our Consumers

PRODUCT QUALITY AND SAFETY manufacturing practices and prerequisites for the
implementation of an effective Hazard Analysis and
At the heart of our food and beverage business, the
Critical Control Points (“HACCP”) food safety programme.
establishment of safe, healthy and quality products is our
This HACCP certification is renewed every 3 years.
top priority. We appreciate the complexities in the food
and beverage value chain and the risk of quality mishaps In Malaysia, we hold the Makanan Selamat
that could potentially occur during the sourcing, Tanggungjawab Industri (“MeSTI”) certification for
manufacturing, storage and delivery of our products. compliance with a full spectrum of basic hygiene
We continue to maintain high standard quality through requirement, which focuses on operation control, hygiene
regular internal process audit, GMP audit and food safety and maintenance, traceability and record keeping.
audit to ensure product safety compliance. Furthermore, our Shah Alam factory has been approved
by the Department of Veterinary Services, Malaysia with
Stringent Controls on Procurement and Veterinary Health Mark (“VHM”) certificate for meat, egg
Manufacturing and milk products.
We do not compromise on the quality of ingredients
that we use for our products. Our ingredients are In China, we have a quality management system in place

sourced from responsible suppliers who take the that utilizes international best practices to standardize

necessary precautions in supplying us good quality our processes and system using the ISO 9001:2015

and safe-for-consumption ingredients. We ensure raw standard to ensure consistently produce products and

materials from our suppliers meet our specifications services that meet and exceed consumer’s expectations.

through rigorous testing and qualification audit, which

As a copacker for Oatly in Singapore, we achieved the
includes and not limited to sensory tests and trial runs.
highest level in food safety pyramid with Global Food
Our direct packaging materials sourced from suppliers
Safety Initiative (“GFSI”) recognised schemes and our
also go through equally rigorous testing and validations.
Oatly lines in Singapore are British Retail Consortium
We ensure our customers receive our products in
Global Standards (“BRCGS”) certified.
uncompromised condition by ensuring we validate
and conduct qualifications such as manufacturing line
We demonstrated a strong commitment to food safety
trials and transportation trials, before being used for
and quality by successfully transitioning our Ipoh,
production runs. As part of our receiving procedures
Cambodia, and China plants from HACCP certification to
for direct materials and ingredients, we conduct batch
FSSC 22000 certification in 2023. FSSC 22000 is a food
samplings and testing to ensure that they meet our
safety management system standard recognised by GFSI.
quality requirements, specifications as well as the local
GFSI benchmarks existing food safety standards and sets
regulatory food safety standards.
criteria for certification programs to ensure they meet
internationally recognised requirements.
Across all our factories, we enforce stringent quality
control in our manufacturing processes, and we have
Separately, we also provide the necessary training and
continuously improved our processes and held ourselves
enforce checking to maintain the Halal certifications
to the highest standards of food and beverage production
in our factories. There are different Halal certification
over the years.
agencies and authorities in different countries, and it
is important to meet their specific requirements and
We are a member of the Singapore Food Manufacturers’
understand the acceptance of these certifications in
Association (“SFMA”) and have voluntarily adopted the
different markets. We have successfully obtained the
best practices as required by the Good Manufacturing
Cambodia Halal certificate and are the first company in
Practices (“GMP”) certification for the food
Cambodia to possess the Indonesia Halal certification
manufacturing industry. The GMP certification scheme
in 2023.
verifies and certifies that Yeo’s complies with the basic

Refreshing Asian Goodness 73

 ISO 9001: FSSC Halal
GMP HACCP MeSTI VHM BRCGS
2015 22000 Certification

When it comes to the quality and safety of our products, World Food Safety Day: Inaugural Event
we spare no efforts in ensuring that they are safe for Launch Across All Manufacturing Plants
consumption. With our constant focus on product quality
In an occasion that marks our commitment to food
and safety, the Group has zero product recalls in 2023.
safety, Yeo’s successfully completed our first-ever event

Our statistics for food recall: commemorating World Food Safety Day across all our
manufacturing plants in June 2023.

2023 With the support of the World Health Organisation

(WHO), World Food Safety Day was established by
Food Recall
the United Nations General Assembly in 2018 to raise
Number of Product awareness for food safety. Everyone has a role to play,
0 (since 2017)
recall incidents from farm to table, to ensure the food we consume is safe
and will not cause harm to our health.
Our target for food recall:
The inaugural celebration in Yeo’s witnessed enthusiastic
participation from employees at all levels, emphasising
TARGET the importance of food safety as a shared responsibility.
Various engaging activities, including food safety
Zero incidents of product trade
awareness talks, a video contest, a drawing contest, and
recall due to safety issues for YHS’
food safety quizzes were conducted to raise awareness
manufactured products
about the critical role each team member plays in
maintaining the integrity of our products.

Global teams celebrating World Food Safety Day in June 2023

74 YEO HIAP SENG LIMITED • Annual Report 2023

Producing High Quality and Healthy Likewise, in Malaysia, we have reformulated all Yeo’s
Products beverages sold in Malaysia to below 5 grams of sugar per
100 milliliters in support of the government’s initiative to
With a rich history of more than 120 years in food and
raise public awareness and education to fight obesity and
beverage manufacturing, Yeo’s pride ourselves as a
encourage healthy living amongst Malaysians.
brand with purpose, nourishing every home with natural
goodness across generations. We are constantly reformulating our recipe to reduce
the sugar content and improve nutritional value while
While food safety and great taste are important pillars
maintaining the great taste in our products so that our
of our product quality, we also strive to deliver key
consumers can continue to enjoy the drinking experience
attributes of quality with better health proposition in
while pursuing healthier lifestyles.
terms of functional benefits, natural ingredients and
lowered sugar or calories. Our goal is to stay at the Yeo’s will continue to stay relevant and serve to nourish
forefront of our competition, and inject newness and every generation of consumers with our products,
innovations in our product development, while satisfying delighting our consumers with more delicious and
the taste buds of our consumers. healthier offerings to grow our brand proposition across
the regions.
We work closely with government agencies in Singapore
and Malaysia to support the nationwide drives to
encourage healthier living and adopting sensible food
habits by reducing daily sugar consumption. We have
partnered with the Health Promotion Board (“HPB”) in
Singapore to ensure 100% of our beverage products meet
<5% sugar content in 2023.

Refreshing Asian Goodness 75

 Leading Our Marketplace

ECONOMIC PERFORMANCE We strive to improve our economic performance and

play a larger role in the development and well-being of
We believe in creating long term economic value for
our stakeholders.
our investors and further distributing the economic
value to other stakeholders including our employees Our economic value generated and distributed in 2023
through wages, government through taxes, investors (in S$’000) is as shown.
through dividends, suppliers through purchases, and
communities through corporate social responsibility
initiatives.

5,181 266,407
Government taxes Suppliers Operating Costs

41 12,058
Community Donations Investors Dividend Paid
and Sponsorship For The Year

Economic
Distribution
($’000)

332,742 61,645
Sales Revenue Employee Wages & Benefits

Further details of the Group’s economic performance

can be found in the Financial Statements section of the
2023 Annual Report.

76 YEO HIAP SENG LIMITED • Annual Report 2023

CORPORATE SOCIAL RESPONSIBILITY MALAYSIA

Yeo’s believes it is our responsibility and privilege to serve Going Green

the communities we operate in, and we are committed As part of our “Go Green Program”, Yeo’s Malaysia
to distributing part of the economic value we generate team gathered and volunteered for litter picking on the
back to the communities. As part of our staff engagement mountains of Gunung Pulai, Johor. This initiative not only
initiatives, we actively involve our people through embodied our focus on environmental stewardship, but
volunteerism in our corporate social responsibility also strengthened our sense of camaraderie and unity,
(“CSR”) projects and we encourage our people to showcasing Yeo’s Core Value of “One Team”.
participate in at least one community engagement event
organised by or supported by the Group. Recognising the need to protect our natural heritage,
we strive to restore and sustain a cleaner and healthier
In 2023, our employees globally volunteered for various environment where nature thrives, and future
initiatives and below are some CSR events and activities generations can cherish the beauty of our surroundings.
that were undertaken.

Yeo’s at Gunung Pulai, Johor, as part of our Go Green program

Refreshing Asian Goodness 77

 Collaboration with Guardian Angels Home This initiative exemplifies our dedication to social
responsibility and community engagement. It is not just
In collaboration with Guardian Angels Home, an
about corporate success; it is also about contributing to
organisation devoted to providing a safe and nurturing
the well-being of our community and creating a brighter
environment for underprivileged children, Yeo’s Malaysia
future together.
team had the wonderful experience of spending a
memorable, heartwarming day with 13 children. It was
more than just a day of fun; it was also an opportunity
to make a meaningful difference in the lives of these
incredible young minds.

Yeo’s in collaboration with Guardian Angels Home

78 YEO HIAP SENG LIMITED • Annual Report 2023

SINGAPORE The youths enjoyed an immersive learning experience
with our production teams, who walked them through
Plant Tour for Children’s Aid Society
the meticulous processes of crafting, packaging and
Yeo’s Singapore team had the opportunity to organise storing Yeo’s beverages. To make the experience more
a plant tour for a group of 17 enthusiastic youths, in engaging, the youths also experimented with the creation
collaboration with Children’s Aid Society. of flavoured boba with our R&D team.

Yeo’s in collaboration with Children’s Aid Society

Refreshing Asian Goodness 79

 USA

Thanksgiving Volunteer Day and Food Drive

In the USA, Yeo’s employees partnered with a variety of

local organisations to give back to communities in need
by providing nutritious beverages and care packages.

Yeo’s giving back as part of Thanksgiving

80 YEO HIAP SENG LIMITED • Annual Report 2023

INDONESIA the war veterans of Indonesia, Yeo’s collaborated with
Alfamart, one of the biggest convenience store chains in
Appreciation for War Veterans
the country, to drive a donation program that provided
It is important to remember the past and sacrifice financial assistance and basic necessities. This initiative
others have made to create a peaceful and prosperous helped 150 veterans and was covered by various media
society. To express our appreciation and pay tribute to outlets in the country.

Widespread media coverage over Yeo’s initiative for war veterans

Refreshing Asian Goodness 81

 CHINA

Raising Awareness for the Disabled

Our Yeo’s China team had the opportunity to partner

with various organisations and raise awareness for the
disabled. Our events were recognised by over 200,000
visitors (through online and offline channels) and
were helpful in building deeper connections with the
organisations and local communities.

Yeo’s raising awareness for the disabled

Football Day with Underprivileged Children

Together with various coffee drink enterprises and a

charitable foundation, Yeo’s organised a family football
day for over 60 underprivileged children in Guangzhou.
A total of 30 cartons of Yeo’s beverages were distributed
as part of this event and we received the attention of
500,000 visitors (through online and offline channels).

Yeo’s playing football with underprivileged children

82 YEO HIAP SENG LIMITED • Annual Report 2023

CAMBODIA Moving forward, we will continue to do more to serve the
communities we operate in either through volunteering
Children’s Fund Donation Event
or contributing in the form of donations. We also hope
In June 2023, Yeo’s Cambodia team contributed 200 to further nurture our employees to become caring
cartons of Yeo’s beverages during a Cambodian Children’s individuals who will contribute actively back to society.
Fund donation event for underprivileged children. Our
colleagues were also present to engage and interact with
the children.

Yeo’s donation drive for the Cambodian Children’s Fund

Refreshing Asian Goodness 83

 Our target for Economic Performance: have a zero-tolerance policy for corruption and fraud,
which applies not only to corrupt business practices, but
also extends to fraudulent financial reporting as well as
TARGET sustainability reporting.

Commit 1,000 hours per year to In FY2023, Yeo’s won the Bronze award under the “Best
volunteerism, advocacy, education Investor Relations” category of the 2023 Singapore
and community campaigns; or Corporate Awards, for companies with S$300 million
S$200,000 contribution in the to less than S$1 billion in market capitalisation. The
form of donations Singapore Corporate Awards are organised by the
Institute of Singapore Chartered Accountants, Singapore
Institute of Directors, The Business Times, and supported
by the Accounting and Corporate Regulatory Authority
Our statistics for economic performance:
and SGX. The award recognises and honours SGX-listed
2023 companies which, through their corporate practices,
have helped to raise Singapore’s corporate disclosure
Number of
1,000 standards and corporate governance.
volunteer hours
Amount of For more information on the Group’s corporate
donations, cash or ~$126,000 governance framework and policies, please refer to the
in-kind Corporate Governance Report included in the Annual
Report.

CORPORATE GOVERNANCE Our target for Corporate Governance:

As a good and responsible corporate citizen, Yeo’s

operates its business with a strong emphasis on
sustainability and under established and compliant TARGET
corporate governance practices. For more than
Zero incidents of corruption
ten years, Yeo’s has been disclosing our corporate
governance practices as well as principles in our Report
on Corporate Governance, and continuously seeks
to enhance the transparency and robustness of our
governance practices and controls. Our statistics for corporate governance:

2023
The Group has an established system of risk management
and internal controls to safeguard our shareholders’ Number of
interests and the Group’s assets. The Board has primary confirmed incidents 0
responsibility over the governance of risk, with oversight of corruption
from the Audit & Risk Committee to ensure that the risk
management system and internal controls are properly
designed, implemented and closely monitored for
adequacy and effectiveness.

The Group has in place policies on Code of Conduct and

Whistleblowing and complies with SGX mainboard rules
on Dealing in Securities to mitigate the risks of fraud,
corruption and misconduct involving employees. In line
with one of our core values, namely Integrity, we also

84 YEO HIAP SENG LIMITED • Annual Report 2023

GRI Content Index

Disclosure Number Disclosure Title Page Reference

GRI 2: General Disclosures 2021

1. The Organisation and its reporting practices

2-1 Organisational details FS - General Information

2-2 Entities included in the organisation’s FS - Listing of significant companies in

sustainability reporting the group

2-3 Reporting period. Frequency and contact point SR 2023

2-4 Restatements of information N/A

2-5 External assurance N/A

2. Activities and workers

2-6 Activities, value chain and other business FS - Segment information

relationships

2-7 Employees SR - Caring for our people

2-8 Workers who are not employees N/A

3. Governance

2-9 Governance structure and composition SR - Sustainability management

2-10 Nomination and selection of the highest SR - Sustainability management

governance body

2-11 Chair of the highest governance body SR - Sustainability management

2-12 Role of the highest governance body in SR - Sustainability management

overseeing the management of impacts

2-13 Delegation of responsibility for managing SR - Sustainability management

impacts

2-14 Role of the highest governance body in SR - Sustainability management

sustainability reporting

2-15 Conflicts of interest SR - Sustainability management

2-16 Communication of critical concerns SR - Stakeholder engagement

2-17 Collective knowledge of the highest governance SR - Sustainability management

body

2-18 Evaluation of the performance of the highest SR - Sustainability management

governance body

2-19 Remuneration policies SR - Sustainability management

2-20 Process to determine remuneration CG - Remuneration Matters

2-21 Annual total compensation ratio CG - Remuneration Matters

Refreshing Asian Goodness 85

 4. Strategy, policies and practices

2-22 Statement on sustainability development SR - Sustainability at the forefront

strategy

2-23 Policy commitments SR - Sustainability management

2-24 Embedding policy commitments SR - Sustainability management

2-25 Processes to remediate negative impacts SR - Corporate Governance

2-26 Mechanisms for seeking advice and raising SR - Corporate Governance

concerns

2-27 Compliance with laws and regulations SR - Corporate Governance

2-28 Membership associations SR - Caring for our people, Caring for

our consumers

5. Stakeholder engagement

2-29 Approach to stakeholder engagement SR - Stakeholder engagement

2-30 Collective bargaining agreements SR - Caring for our people

GRI 3: Maaterial Topics 2021

Disclosures on material topics

3-1 Process to determine material topics SR - Materiality assessment

3-2 List of material topics SR - Materiality assessment

3-3 Management of material topics SR - Protecting our environment

SR - Caring for our people
SR - Caring for our consumers
SR - Leading our marketplace

FS: Financial Statement 2023

SR: Sustainability Report 2023
CG: Corporate Governance Report 2023

86 YEO HIAP SENG LIMITED • Annual Report 2023

PERFORMANCE SUMMARY

1. Environmental

Topic Metric Framework Alignment Unit FY2023

Absolute emissions by:

GRI 305-1, GRI 305-2,
(a) Total emissions GRI 305-3, TCFD, tCO2e 344,162

(b) Scope 1 SASB 110, WEF core tCO2e 22,438

metrics
(c) Scope 2 tCO2e 321,724
Greenhouse (d) Scope 3, if appropriate NA NA NA
Gas Emissions
(“GHG”) Emission intensities by:

(a) Total emissions intensity tCO2e per 1,469.40

GRI 305-4, TCFD, SASB 110 MegaLitre/kilo
(b) Scope 1, tonne of product 95.80

(c) Scope 2; 1,373.6

(d) Scope 3, if appropriate NA NA NA

Total energy consumption GRI 302-1, TCFD, SASB 130 MWhs 32,054
Energy
Consumption kwh per kg/litre
Energy consumption intensity GRI 302-3, TCFD 0.136
of product
GRI 303-5, SASB 140,
Total water consumption ML 1,420
Water TCFD, WEF core metrics
Consumption Litre per kg/litre
Water consumption intensity TCFD, SASB IF-RE-140a.1 6.055
of product

Total waste generated:

GRI 306-3, SASB 150,
Waste
(a) Non-Hazardous TCFD, WEF expanded tonnes 7,641.69
Generation
metrics
(b) Hazardous 63.98

Refreshing Asian Goodness 87

 2. Social

Topic Metric Framework Alignment Unit FY2023

Current employees by gender:

GRI 405-1, SASB 330,
(a) Male 68.78
WEF core metrics
(b) Female 31.22

New hires by gender:

Gender
(a) Male Percentage (%) 65.39
Diversity
(b) Female GRI 401-1, WEF core 34.61

Turnover by gender: metrics

(a) Male 67.52

(b) Female 32.48

Current employees by age

groups:

(a) under 30 years old GRI 405-1, WEF core 21.96

Percentage (%)
metrics
(b) 30-50 years old 60.92

(c) over 50 years old 17.12

New hires by age groups:

Age-Based (a) under 30 years old 46.06

Diversity (b) 30-50 years old 46.56

(c) over 50 years old 7.38

GRI 401-1, WEF core
Employee turnover by age Percentage (%)
metrics
groups:

(a) under 30 years old 33.76

(b) 30-50 years old 55.24

(c) over 50 years old 11

Total turnover GRI 401-1, SASB 310, Number 391

Employment Rate of turnover WEF core metrics Percentage (%) 22.77

Total number of employees GRI 2-7 Number 1,717

Average training hours per GRI 404-1, WEF core Hours/No. of

25.09
employee metrics employees
Average training hours per
Development
employee by gender:
& Training GRI 404-1, WEF core Hours/No. of
(a) Male metrics employees 23.85

(b) Female 27.82

88 YEO HIAP SENG LIMITED • Annual Report 2023

2. Social
Topic Metric Framework Alignment Unit FY2023

Fatalities GRI 403-9, WEF core

metrics, MOM (Singapore),
Number of Cases SASB 320 Number of cases 0

High-consequence injuries GRI 403-9, WEF core

Occupational metrics, MOM (Singapore)
Number of Cases Number of cases 0
Health
Recordable injuries GRI 403-9, WEF core
& Safety
metrics, MOM (Singapore),
(EMPLOYEES)
Number of Cases SASB 320 Number of cases 6

Recordable work-related ill GRI 403-10, WEF

health cases expanded metrics, MOM
Number of Cases (Singapore) Number of cases 0

Fatalities GRI 403-9, WEF core

metrics, MOM (Singapore),
Number of Cases SASB 320 Number of cases 0

High-consequence injuries GRI 403-9, WEF core

Occupational metrics, MOM (Singapore)
Number of Cases Number of cases 0
Health &
Recordable injuries GRI 403-9, WEF core
Safety (NON-
metrics, MOM (Singapore),
EMPLOYEES)
Number of Cases SASB 320 Number of cases 0

Recordable work-related ill GRI 403-10, WEF

health cases expanded metrics, MOM
Number of Cases (Singapore) Number of cases 0

Refreshing Asian Goodness 89

 3. Governance

Topic Metric Framework Alignment Unit FY2023

Board Members

Board (a) Independent GRI 2-9, WEF core metrics Percentage (%) 66.67
Composition (b) Non-Independent 33.33

Women on the board Percentage (%) 33.33

GRI 2-9, GRI 405-1,
Management Women in the management WEF core metrics Percentage (%) 14
Diversity team
(a) Total Number of Operations Refer to
assessed for corruption risks GRI 2-9, GRI 405-1, Discussion section on risk
WEF core metrics, and number of management
(b) Significant risk identified
SASB 330 standards and control
through risk assessment
systems in AR
Total number and percentage
of governance body members
that the organisation’s
anti-corruption policies
and procedures have been
communicated to:
6 (Singapore)
(a) Total Number Number 2 (Hong Kong)
1 (Malaysia)

(b) Percentage % 100

Total number and percentage

Ethical
of employees that the
Behaviour
organisation’s anti-corruption
policies and procedures have GRI 205-1, GRI 205-2 and
been communicated to: GRI 205-3

(a) Total Number Number 1,693

(b) Percentage % 98.6

Total number and percentage

of business partners that the
organisation’s anti-corruption
policies and procedures have
been communicated to
688 (Malaysia)
305 (Singapore)
(a) Total Number Number
178 (Cambodia)
139 (China)

(b) Percentage % 100

90 YEO HIAP SENG LIMITED • Annual Report 2023

3. Governance

Topic Metric Framework Alignment Unit FY2023

Total number and percentage

of governance body members
that have received training on
anti-corruption

(a) Total Number Number 4

(b) Percentage GRI 205-2, WEF core % 44.44

metrics
Total number and percentage
of employees that received
anti-corruption training

(a) Total number Number 1,693

(b) Percentage % 98.6

(c) Number & Nature of

confirmed incidents of 0
Ethical corruption
Behaviour
(d) Total number of confirmed
incidents in which employees
0
were dismissed or disciplined
for corruption
(e) Total number of confirmed
incidents when contracts
GRI 205-3 Number
with business partners were
0
terminated or not renewed
due to violations related to
corruption
(f) Public legal cases regarding
corruption brought against the
organisation or its employees 0
during the reporting period and
the outcomes of such cases
Commonly reported
Certifications List of relevant certifications List Nil
metric by SGX issuers
SGX-ST Listing Rules
(Mainboard) 711A and 711B, In accordance
Alignment
Alignment with frameworks and Practice Note 7.6; with TCFD,
with -
disclosure practices SGX-ST Listing Rules with reference
Frameworks
(Catalist) 711A and 711B, to GRI
Practice Note 7F

GRI 2-5, SGX-ST Listing

Rules (Mainboard) 711A
Assurance of sustainability and 711B, Practice Note 7.6; Internal
Assurance -
report SGX-ST Listing Rules Assurance
(Catalist) 711A and 711B,
Practice Note 7F

Refreshing Asian Goodness 91

 INTERNAL ASSURANCE ABOUT THIS REPORT
Group Internal Audit conducts internal audit reviews Unless otherwise stated, the information represents that
in accordance with the International Standards for the of the Group.
Professional Practice of Internal Auditing issued by The
Institute of Internal Auditors. Group Internal Audit has
incorporated sustainability reporting into its audit cycle,
which may span one or a few years in accordance with
risk-based planning, as approved by the Audit and Risk
Committee. The internal assurance review focuses on
the design of and compliance with policies, processes and
internal controls to ensure the quality of data produced.

92 YEO HIAP SENG LIMITED • Annual Report 2023

FINANCIAL STATEMENTS

94 Directors’ Statement

98 Independent Auditors’ Report

103 Consolidated Statement of

Comprehensive Income

104 Balance Sheets

105 Consolidated Statement of

Changes in Equity

107 Consolidated Statement of

Cash Flows

109 Notes to the Financial Statements

 DIRECTORS’ STATEMENT
For The Financial Year Ended 31 December 2023

The directors present their statement to the members together with the audited financial statements of the Group
for the financial year ended 31 December 2023 and the balance sheet of the Company as at 31 December 2023.

In the opinion of the directors,

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out
on pages 103 to 180 are drawn up so as to give a true and fair view of the financial position of the
Company and of the Group as at 31 December 2023 and of the financial performance, changes in equity
and cash flows of the Group for the financial year covered by the consolidated financial statements in
accordance with the provisions of the Companies Act 1967 and Singapore Financial Reporting Standards
(International); and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they fall due.

Directors

The directors of the Company in office at the date of this statement are as follows:

Ng Win Kong Daryl

Na Wu Beng (Appointed on 15 June 2023)
Luo Dan
Dr Lim Su Lin
Goi Lang Ling Laureen
Mohamad Halim Bin Merican
Jonathan James Yong Ze Ng
Ong Kay Eng
Leung Yu Hin Eugene
Edward Averrill Ng Yong Sheng (Served as Alternate Director to Jonathan James Yong Ze Ng
from 19 May 2023 to 29 February 2024.
Appointed as Director on 1 March 2024)
Sitoh Yih Pin (Retired on 28 April 2023)
William Peter Adamopoulos (Retired on 28 April 2023)

Arrangements to enable directors to acquire shares and debentures

Except as disclosed under the “Yeo Hiap Seng Limited Share Incentive Plan” section of this statement, neither
at the end of nor at any time during the financial year was the Company a party to any arrangement whose
object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in,
or debentures of, the Company or any other body corporate.

Directors’ interests in shares or debentures

(a) According to the register of directors’ shareholdings, none of the directors holding office at the end of the
financial year had any interest in the shares or debentures of the Company or any related corporations.

(b) The director’s interests in the ordinary shares and convertible securities of the Company as at 21 January
2024 were the same as those as at 31 December 2023.

94 YEO HIAP SENG LIMITED • Annual Report 2023

DIRECTORS’ STATEMENT
For The Financial Year Ended 31 December 2023

Share incentive plan

Yeo Hiap Seng Limited Share Incentive Plan

The Yeo Hiap Seng Limited Share Incentive Plan (the “Plan”) was approved and adopted by the members of
the Company at an Annual General Meeting held on 29 April 2021. The Remuneration Committee has been
designated as the committee (“Committee”) responsible for the administration of the Plan. The Committee
comprises Ms Luo Dan, Ms Goi Lang Ling Laureen, Mr Leung Yu Hin Eugene and Mr Na Wu Beng.

The Plan is an omnibus share incentive scheme which amalgamates a share option plan component and a
performance share plan component. Participants will be selected at the sole discretion of the Committee from
eligible categories of persons comprising (i) Group employees who hold such rank as may be designated by
the Committee from time to time, (ii) non-executive directors who, in the opinion of the Committee, have
contributed or will contribute to the success of the Group; and (iii) associated company employees who hold
such rank as may be designated by the Committee from time to time and who, in the opinion of the Committee,
have contributed or will contribute to the success of the Group. Persons who are the Company’s controlling
shareholders or their associates (as those terms are defined in the Listing Manual of the Singapore Exchange
Securities Trading Limited) will not be eligible to participate in the Plan. The aggregate number of new shares
which may be issued pursuant to options and/or awards granted under the Plan on any date, when added to
the number of new shares issued and issuable in respect of all options and awards granted under the Plan, shall
not exceed 10% of the total number of issued shares (excluding treasury shares and subsidiary holdings) on
the day preceding that date. Unless earlier terminated or extended with the approval of the shareholders of the
Company, the Plan will continue in force, at the discretion of the Committee, for a maximum period of 10 years
commencing on the date of its adoption.

Under the share option plan component, an option granted pursuant to the Plan represents a right to acquire
ordinary shares in the Company at the exercise price per share applicable to the option. The exercise price per
share is fixed at the time of the grant of the option and may be set at the market price, or at a discount to the
market price, or at the market price subject to adjustment with a discount if prescribed performance conditions
are met, or at a premium to the market price. The maximum discount which may be given in respect of that
Option shall not exceed 20% of the exercise price in respect of that option.

Under the performance share plan component, an award granted represents a contingent right to receive fully
paid ordinary shares in the Company, their equivalent cash value or combinations thereof, free of charge, provided
that prescribed performance targets (if any) are met and upon expiry of the prescribed vesting periods.

Subject to the Plan size and the individual and collective limits applicable to associates under the Plan, the
number of shares that will be comprised in an option or award, and the terms thereof, including any vesting or
other conditions, will be determined by the Committee at its sole discretion having regard to various factors
such as (but not limited to) the participant’s rank, job performance, years of service and potential for future
development and his contribution to the success and development of the Group.

The person to whom the awards have been granted has no right to participate by virtue of the award in share
issue of any other company.

There was no grant of awards made pursuant to the Plan in 2023.

Refreshing Asian Goodness 95

 DIRECTORS’ STATEMENT
For The Financial Year Ended 31 December 2023

Share options

During the financial year, there were:

(i) No options granted by the Company or its subsidiaries corporations to any person to take up unissued
shares in the Company or its subsidiaries;

(ii) No shares issued by virtue of any exercise of option to take up unissued shares of the Company or its
subsidiaries; and

(iii) As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries
under options.

Audit and Risk Committee

The members of the Audit and Risk Committee at the end of the financial year were as follows:

Ong Kay Eng (Chairman)

Goi Lang Ling Laureen
Mohamad Halim Bin Merican
Leung Yu Hin Eugene
Luo Dan

All members of the Audit and Risk Committee were non-executive directors. Except for Leung Yu Hin Eugene
who was a non-independent director, all members were independent.

The Audit and Risk Committee carried out its functions in accordance with Section 201B(5) of the Companies
Act 1967, including a review of the balance sheet of the Company and the consolidated financial statements
of the Group for the financial year ended 31 December 2023, and the Independent Auditors’ Report thereon.
The Audit and Risk Committee has full access to management, has discretion to invite any director or executive
officer to attend its meetings, and is given the resources required for it to discharge its functions.

The Audit and Risk Committee has, inter alia also reviewed the following:

(i) the adequacy of the Group’s internal accounting control system and its internal control procedures relating
to interested person transactions;

(ii) the compliance with legal and other regulatory requirements;

(iii) the adequacy and effectiveness of the Group’s internal audit function at least annually, including the
adequacy of internal audit resources and its appropriate standing within the Group, as well as the scope
and results of the internal audit procedures;

(iv) the appointment of the independent auditors and the level of audit and non-audit fees;

(v) the co-operation given by the Company’s management and officers to the independent auditors;

(vi) the review of independent auditors’ audit plan, audit report and any recommendations on internal
accounting controls arising from the statutory audit; and

(vii) any other matter which in the Audit and Risk Committee’s opinion, should be brought to the attention of
the Board.

96 YEO HIAP SENG LIMITED • Annual Report 2023

DIRECTORS’ STATEMENT
For The Financial Year Ended 31 December 2023

Audit and Risk Committee (Continued)

The Audit and Risk Committee has reviewed the non-audit services provided by the independent auditors, KPMG
LLP; is satisfied with the independence and objectivity of the independent auditors and has recommended to
the Board that KPMG LLP be nominated for re-appointment at the forthcoming Annual General Meeting of the
Company.

Independent auditors

The independent auditors, KPMG LLP, have expressed their willingness to accept re-appointment.

On behalf of the Board of Directors

NG WIN KONG DARYL ONG KAY ENG

Director Director

18 March 2024

Refreshing Asian Goodness 97

 INDEPENDENT AUDITORS’ REPORT
To The Members Of Yeo Hiap Seng Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Yeo Hiap Seng Limited (the “Company”) and its subsidiaries (the
“Group”) which comprise the consolidated balance sheet of the Group and the balance sheet of the Company
as at 31 December 2023, the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and
notes to the financial statements, including a summary of material accounting policy information, as set out on
pages 103 to 180.

In our opinion, the accompanying consolidated financial statements of the Group and the balance sheet of the
Company are properly drawn up in accordance with the provisions of the Companies Act 1967 (the “Act”) and
Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give a true and fair view of the
consolidated financial position of the Group and the financial position of the Company as at 31 December 2023
and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of
the Group for the financial year ended on that date.

Basis for opinion

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under
those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements”
section of our report. We are independent of the Group in accordance with the Accounting and Corporate
Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities
(“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements
in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and
the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit
of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

98 YEO HIAP SENG LIMITED • Annual Report 2023

INDEPENDENT AUDITORS’ REPORT
To The Members Of Yeo Hiap Seng Limited

Impairment testing of Property, Plant and Equipment and Intangible Assets

Refer to notes 2.5, 2.7, 20 and 22 to the financial statements

The key audit matter How the matter was addressed in our audit

During the financial year, the Group reversed Our procedures in relation to management’s
impairment of property, plant and equipment (PPE) impairment assessment of each CGU to which the
amounting to $0.2 million (2022: Nil). The carrying PPE and IA relate to among others:
amounts of the Group’s PPE and intangible assets
(IA) were $203.5 million (2022: $217.3 million) • Reviewed management’s assessment of existence
and $4.2 million (2022: $4.4 million) respectively, of impairment indicators, which among others,
which represents 31.4% (2022: 33.0%) and 0.6% include observable indicators that the asset’s
(2022: 0.7%) of the Group’s total assets as at value has declined, any adverse economic effects
31 December 2023 respectively. on the CGU and evidence of obsolescence;

During the financial year, certain entities within the • Evaluated management’s computation and
group are in loss making positions. Management assumptions used in determining the recoverable
found this to represent an impairment indicator amount of the CGU, including projected revenue
on the PPE and IA. When there are indicators of growth rates, projected gross profit margin,
impairment noted in a business segment or cash and discount rate. The recoverable amount was
generating units (CGUs), the Group will perform an determined based on the higher of its fair value
impairment assessment by estimating the recoverable less costs of disposal or value-in-use (VIU) which
amount of the PPE and IA based on the higher of is based on a discounted cash flow (DCF) model;
the value-in-use (VIU) and the fair value less costs
to sell. The VIU is the discounted future cash flows • Assessed the reasonableness of management’s
expected to be generated from the business segment. assumptions made in the DCF model by comparing
The discounted future cash flows is derived from the parameters in the DCF model against available
profit forecasts which include key assumptions such market data and historical performance of the
as sales growth rates and gross profit margins for the CGUs;
forecast period, and discount rate.
• Performed sensitivity analysis on the DCF model;
The impairment assessment and the estimation of the and
recoverable amount based on the discounted future
cash flows is subjective and involves management’s • Reviewed the adequacy of disclosures included in
judgements. The assessment of these judgements is the financial statements.
a key focus area of our audit.
Our findings:

We found management’s process of assessing for

impairment indicators to be appropriate and key
assumptions applied and estimates used to determine
the recoverable amounts to be balanced.

Refreshing Asian Goodness 99

 INDEPENDENT AUDITORS’ REPORT
To The Members Of Yeo Hiap Seng Limited

Other information

Management is responsible for the other information. Other information is defined as all information in the
annual report other than the financial statements and our auditors’ report thereon. We have obtained all other
information prior to the date of this auditors’ report.

Our opinion on the financial statements does not cover the other information and we do not and will not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and directors for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the provisions of the Act and SFRS(I)s, and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised
use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit
the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.

The directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.

100 YEO HIAP SENG LIMITED • Annual Report 2023

INDEPENDENT AUDITORS’ REPORT
To The Members Of Yeo Hiap Seng Limited

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal controls that we identify during
our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Refreshing Asian Goodness 101

 INDEPENDENT AUDITORS’ REPORT
To The Members Of Yeo Hiap Seng Limited

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in
accordance with the provisions of the Act.

The engagement partner on the audit resulting in this independent auditors’ report is Tan Khai Boon.

KPMG LLP
Public Accountants and
Chartered Accountants

Singapore
18 March 2024

102 YEO HIAP SENG LIMITED • Annual Report 2023

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For The Financial Year Ended 31 December 2023

Note 2023 2022

$’000 $’000
Revenue 4 332,742 358,076
Cost of sales (224,741) (250,671)
Gross profit 108,001 107,405
Other income 5 19,212 12,841
Other gains and losses 6
– Other gains 8,061 2,823
– Other losses (2,918) (658)
Expenses
– Marketing and distribution (81,231) (80,201)
– Administrative (38,331) (35,550)
– Finance (766) (589)
Share of profit of associated companies and a joint venture 338 203
Profit before income tax 12,366 6,274
Income tax expense 9 (5,659) (3,886)
Net profit attributable to equity holders of the Company 6,707 2,388

Other comprehensive losses

Items that may be reclassified subsequently to profit or loss:
Currency translation differences arising from consolidation
– Losses (13,260) (15,054)
(13,260) (15,054)
Items that will not be reclassified subsequently to profit or loss:
Revaluation of property, plant and equipment 29b(i) – 2,477
Fair value losses on financial assets, at fair value through other
comprehensive income (6,144) (292)
Remeasurements of defined benefit plans 26 (127) (3)
Other comprehensive losses, net of tax 9 (19,531) (12,872)
Total comprehensive losses attributable to equity holders of
the Company (12,824) (10,484)
Earnings per share attributable to equity holders of the
Company (expressed in cents per share)
– Basic and diluted 10 1.10 0.40

The accompanying notes form an integral part of these financial statements.

Refreshing Asian Goodness 103

 BALANCE SHEETS
As At 31 December 2023

The Group The Company

Note 2023 2022 2023 2022
$’000 $’000 $’000 $’000
ASSETS
Current assets
Cash and cash equivalents 11 64,141 215,119 7,764 8,851
Other financial assets 14 175,979 – 16,643 –
Trade and other receivables 12 63,591 66,384 69,933 70,422
Inventories 13 53,836 61,339 – –
Current income tax recoverable 9 1,070 763 – –
358,617 343,605 94,340 79,273
Non-current assets
Trade and other receivables 12 2,736 4,540 2,287 3,679
Other financial assets 14 16,665 24,467 – –
Loans to subsidiaries 15 – – 44,618 44,618
Investments in associated companies 16 4,867 5,281 – –
Investment in a joint venture 17 35 614 – –
Investments in subsidiaries 18 – – 317,758 322,758
Investment properties 19 53,702 54,143 81,733 80,295
Property, plant and equipment 20 203,502 217,271 1,280 1,574
Intangible assets 22 4,154 4,427 – –
Deferred income tax assets 23 3,003 3,531 – –
288,664 314,274 447,676 452,924
Total assets 647,281 657,879 542,016 532,197

LIABILITIES
Current liabilities
Trade and other payables 24 62,609 58,982 3,935 2,674
Current income tax liabilities 9 1,316 1,812 145 –
Lease liabilities 25 1,939 1,619 303 280
65,864 62,413 4,383 2,954
Non-current liabilities
Lease liabilities 25 15,272 15,868 13,430 13,015
Provisions for other liabilities and
charges 26 1,895 2,014 – –
Deferred income tax liabilities 23 7,318 6,157 1,637 377
24,485 24,039 15,067 13,392
Total liabilities 90,349 86,452 19,450 16,346
NET ASSETS 556,932 571,427 522,566 515,851

EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital 27 258,342 247,955 258,342 247,955
Capital reserve 28 6,066 6,066 – –
Other reserves 29 (78,111) (58,707) – –
Retained profits 370,635 376,113 264,224 267,896
Total equity 556,932 571,427 522,566 515,851

The accompanying notes form an integral part of these financial statements.

104 YEO HIAP SENG LIMITED • Annual Report 2023

 Foreign
Property currency
Share Capital revaluation Fair value translation General Retained Total
Note capital reserve reserve reserve reserve reserve profits equity
2023 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 January 2023 247,955 6,066 5,690 (2,015) (23,964) (38,418) 376,113 571,427

Profit for the year – – – – – – 6,707 6,707

Other comprehensive losses
for the year – – – (6,144) (13,260) – (127) (19,531)

Total comprehensive losses

for the year – – – (6,144) (13,260) – 6,580 (12,824)

Issue of new shares pursuant to

scrip dividend scheme 30 10,387 – – – – – (10,387) –
Dividends paid 30 – – – – – – (1,671) (1,671)
For The Financial Year Ended 31 December 2023

Total transactions with owners,

recognised directly in equity 10,387 – – – – – (12,058) (1,671)

Balance at 31 December 2023 258,342 6,066 5,690 (8,159) (37,224) (38,418) 370,635 556,932

An analysis of the movements in property revaluation reserve, fair value reserve, foreign currency translation reserve and general reserve is presented
in Note 29.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Refreshing Asian Goodness

The accompanying notes form an integral part of these financial statements.

105
106
Foreign
Property currency
Share Capital revaluation Fair value translation General Retained Total
Note capital reserve reserve reserve reserve reserve profits equity
2022 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 January 2022 237,814 6,066 3,219 (1,723) (8,910) (38,415) 385,532 583,583

Profit for the year – – – – – – 2,388 2,388

Other comprehensive losses

YEO HIAP SENG LIMITED • Annual Report 2023

for the year – – 2,477 (292) (15,054) – (3) (12,872)
Transfer to retained profits on
realisation – – (6) – – (3) 9 –

Total comprehensive losses

for the year – – 2,471 (292) (15,054) (3) 2,394 (10,484)

Issue of new shares pursuant to

For The Financial Year Ended 31 December 2023

scrip dividend scheme 30 10,141 – – – – – (10,141) –

Dividends paid 30 – – – – – – (1,672) (1,672)

Total transactions with owners,

recognised directly in equity 10,141 – – – – – (11,813) (1,672)

Balance at 31 December 2022 247,955 6,066 5,690 (2,015) (23,964) (38,418) 376,113 571,427

An analysis of the movements in property revaluation reserve, fair value reserve, foreign currency translation reserve and general reserve is presented
in Note 29.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The accompanying notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS
For The Financial Year Ended 31 December 2023

2023 2022
$’000 $’000
Cash flows from operating activities
Net profit for the year 6,707 2,388

Adjustments for:
– Income tax expense 5,659 3,886
– Interest expense on lease liabilities 766 589
– Amortisation of intangible assets 273 274
– Amortisation of capitalised letting fees 88 71
– Depreciation of property, plant and equipment 16,619 17,553
– Dividend income from financial assets designated as FVOCI at initial
recognition (507) (449)
– Unrealised currency translation differences (393) (435)
– Fair value gains on investment properties – net (2,717) (131)
– Losses/(gains) on disposal of property, plant and equipment – net 1,258 (35)
– Fair value losses on financial assets designated as FVPL at initial
recognition – net 1,658 115
– Interest income (9,673) (3,284)
– Provision for retirement benefits 198 206
– Loss on liquidation of a subsidiary 1 –
– Reversal of impairment on property, plant and equipment (192) –
– Share of profit of associated companies and a joint venture (338) (203)
19,407 20,545
Change in working capital:
– Trade and other receivables 4,294 5,713
– Inventories 4,994 (6,404)
– Trade and other payables 6,151 (8,974)
Cash generated from operations 34,846 10,880
Income tax paid (4,482) (3,396)
Retirement benefits paid (319) (73)
Net cash generated from operating activities 30,045 7,411

The accompanying notes form an integral part of these financial statements.

Refreshing Asian Goodness 107

 CONSOLIDATED STATEMENT OF CASH FLOWS
For The Financial Year Ended 31 December 2023

Note 2023 2022

$’000 $’000
Cash flows from investing activities
Dividends received from financial assets 507 449
Dividends received from an associated company 482 –
Capital distribution from joint venture company 543 –
Proceeds from disposal of property, plant and equipment 185 71
Placement for fixed deposits more than 3 months (175,979) –
Payments for purchases of and deposits for property, plant
and equipment (6,649) (14,715)
Additions to financial assets, at fair value through other
comprehensive income – (4,472)
Additions to investment properties (188) –
Interest received 6,924 2,504
Net cash used in investing activities (174,175) (16,163)

Cash flows from financing activities

Dividends paid, net of scrip dividends 30 (1,671) (1,672)
Interest paid (721) (444)
Principal payment of lease liabilities (2,272) (2,404)
Net cash used in financing activities (4,664) (4,520)

Net decrease in cash and cash equivalents (148,794) (13,272)

Cash and cash equivalents at beginning of financial year 215,119 230,945
Effects of currency translation on cash and cash equivalents (2,184) (2,554)
Cash and cash equivalents at end of financial year 11 64,141 215,119

The accompanying notes form an integral part of these financial statements.

108 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

These notes form an integral part of and should be read in conjunction with the accompanying financial
statements.

1. GENERAL INFORMATION

Yeo Hiap Seng Limited (the “Company”) is listed on the Singapore Exchange and incorporated and
domiciled in Singapore. The address of its registered office is 3 Senoko Way, Singapore 758057.

The principal activities of the Company are those of a management and investment holding company. The
principal activities of the subsidiaries are shown in Note 39.

2. MATERIAL ACCOUNTING POLICIES

2.1 Basis of preparation

These financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (International) (“SFRS(I)”) under the historical cost convention, except as disclosed in the
accounting policies below.

The preparation of financial statements in conformity with SFRS(I) requires management to exercise its
judgement in the process of applying the Group’s accounting policies. It also requires the use of certain
critical accounting estimates and assumptions. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements, are
disclosed in Note 3.

Amendments to published standards effective in 2023

On 1 January 2023, the Group has adopted the new or amended SFRS(I) that are mandatory for application
for the financial year. Changes to the Group’s accounting policies have been made as required in
accordance with the transitional provisions in the respective SFRS(I).

The adoption of these new or amended SFRS(I) did not result in substantial changes to the Group’s
accounting policies and had no material effect on the amounts reported for the current or prior financial
years.

Refreshing Asian Goodness 109

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.1 Basis of preparation (Continued)

Amendments to published standards effective in 2023 (Continued)

The following are the other new or amended Standards and Interpretations that should be disclosed if the
change in accounting policy had a material effect on the current or prior periods, or may have a material
effect on future periods:

Effective for annual periods beginning on or after 1 January 2023:

1 January 2023 Amendments to:

– SFRS(I) 1-8 Accounting Policies, Changes in Accounting Estimates
and Errors (Definition of Accounting Estimates)
– SFRS(I) 1-12 Income Taxes (International Tax Reform – Pillar Two
Model Rules)
– SFRS(I) 1-12 Income Taxes (Deferred Tax related to Assets and
Liabilities arising from a Single Transaction)
– SFRS(I) 1-1 Presentation of Financial Statements and SFRS(I)
Practice Statement 2 Making Materiality Judgements (Disclosure of
Accounting Policies)

Other than the below, the amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or future periods.

Changes in material accounting policies

i) Deferred tax related to assets and liabilities arising from a single transaction

The Group has adopted Amendments to SFRS(I) 1-12: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction from 1 January 2023. The amendments narrow the scope of the
initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary
differences – e.g. leases and decommissioning liabilities.

For leases, an entity is required to recognise the associated deferred tax assets and liabilities from
the beginning of the earliest comparative period presented, with any cumulative effect recognised
as an adjustment to retained earnings or other components of equity at that date. For all other
transactions, an entity applies the amendments to transactions that occur on or after the beginning
of the earliest period presented.

The Group previously accounted for deferred tax on leases by applying the ‘integrally linked’
approach, resulting in a similar outcome as under the amendments, except that the deferred
tax asset or liability was recognised on a net basis. Following the amendments, the Group has
recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability
in relation to its right-of-use assets. However, there was no impact on balance sheets because
the balances qualify for offset under paragraph 74 of SFRS(I) 1-12. There was also no impact on
the opening retained profits as at 1 January 2022 as a result of the change. The key impact for
the Group relates to disclosure of the deferred tax assets and liabilities recognised (see note 23).

110 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.1 Basis of preparation (Continued)

Changes in material accounting policies (Continued)

ii) Material accounting policy information

The Group adopted Amendments to SFRS(I) 1-1 and SFRS(I) Practice Statement 2: Disclosure
of Accounting Policies for the first time in 2023. Although the amendments did not result in any
changes to the accounting policies themselves, they impacted the accounting policy information
disclosed in the financial statements.

The amendments require the disclosure of ‘material’, rather than ‘significant’, accounting policies.
The amendments also provide guidance on the application of materiality to disclosure of accounting
policies, assisting entities to provide useful, entity-specific accounting policy information that users
need to understand other information in the financial statements.

Management reviewed the accounting policies and made updates to the information disclosed in
Note 2 Material accounting policies (2022: Significant accounting policies) in certain instances in
line with the amendments.

2.2 Revenue recognition

Revenue for the Group comprises the fair value of the consideration received or receivable for the sale of
goods and rendering of services in the ordinary course of the Group’s activities. Revenue is presented,
net of value-added tax, volume rebates and trade discounts, and after eliminating sales within the Group.
No significant element of financing is deemed present as the sales activities are made within the range
of market practices.

The Group recognises revenue when the amount of revenue and related cost can be reliably measured,
it is probable that collectability of the related receivables is reasonably assured and when the specific
criteria for each of the Group’s activities are met as follows:

(a) Sale of goods – consumer food, beverage and other products

Revenue from sale of goods is recognised when the Group has delivered the products to the
customers and the customers have accepted the products in accordance with the terms of the sales
contracts or arrangements.

(b) Dividend income

Dividend income is recognised when the right to receive payment is established.

(c) Royalty fees

Royalty fees are recognised on an accrual basis in accordance with the terms of the relevant
agreements.

(d) Interest income

Interest income is recognised using the effective interest method.

(e) Rental income

Rental income from operating leases is recognised on a straight-line basis over the lease term.

Refreshing Asian Goodness 111

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.3 Government grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the
related costs which they are intended to compensate, on a systematic basis. Government grants relating
to expenses are deducted from the related expenses.

Government grants relating to assets, including non-monetary grants at fair value, are presented in the
balance sheets by deducting the grant in arriving at the carrying value of the asset recognised in “property,
plant and equipment”.

2.4 Group accounting

(a) Subsidiaries

(i) Consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are deconsolidated from the date that
control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised

gains on transactions between group entities are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment indicator of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.

Non-controlling interests comprise the portion of a subsidiary’s net results of operations and
its net assets, which is attributable to the interests that are not owned directly or indirectly
by the equity holders of the Company. They are shown separately in the consolidated
statement of comprehensive income, statement of changes in equity and balance sheet. Total
comprehensive income is attributed to the non-controlling interests based on their respective
interests in a subsidiary, even if this results in the non-controlling interests having a deficit
balance.

As at 31 December 2023 and 31 December 2022, there are no non-controlling interests in

the subsidiaries of the Group.

112 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.4 Group accounting (Continued)

(a) Subsidiaries (Continued)

(ii) Acquisitions

The acquisition method of accounting is used to account for business combinations entered
into by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the
fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Group. The consideration transferred also includes the fair value of any contingent
consideration arrangement at the acquisition date.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the
acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in

the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s identifiable net assets.

The excess of (a) the aggregate of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition-date fair value of any
previously-held equity interest in the acquiree over (b) the fair value of the identifiable net
assets acquired is recorded as goodwill. Please refer to Note 2.7(a) for the accounting policy
on goodwill.

(iii) Disposals

When a change in the Group’s ownership interest in a subsidiary results in a loss of control
over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are
derecognised. Amounts previously recognised in other comprehensive income in respect of
that entity are also reclassified to profit or loss or transferred directly to retained profits if
required by a specific SFRS(I).

Any retained equity interest in the entity is remeasured at fair value. The difference between
the carrying amount of the retained interest at the date when control is lost and its fair value
is recognised in profit or loss.

Please refer to Note 2.8 for the accounting policy on investments in subsidiaries in the
separate financial statements of the Company.

Refreshing Asian Goodness 113

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.4 Group accounting (Continued)

(b) Transactions with non-controlling interests

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over
the subsidiary are accounted for as transactions with equity owners of the Company. Any difference
between the change in the carrying amounts of the non-controlling interest and the fair value of
the consideration paid or received is recognised in “general reserve” within equity attributable to
the equity holders of the Company.

(c) Associated companies and joint ventures

Associated companies are entities over which the Group has significant influence, but not control,
generally accompanied by a shareholding giving rise to voting rights of 20% and above but not
exceeding 50%.

Joint ventures are entities over which the Group has joint control as a result of contractual
arrangements, and rights to the net assets of the entities.

Investments in associated companies and joint ventures are accounted for in the consolidated
financial statements using the equity method of accounting less impairment losses, if any.

(i) Acquisitions

Investments in associated companies and joint ventures are initially recognised at cost. The
cost of an acquisition is measured at the fair value of the assets given, equity instruments
issued or liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. Goodwill on associated companies and joint ventures
represents the excess of the cost of acquisition of the associated company or joint venture
over the Group’s share of fair value of the identifiable net assets of the associated company
or joint venture and is included in the carrying amount of the investments.

(ii) Equity method of accounting

Under the equity method of accounting, the investments are initially recognised at cost and
adjusted thereafter to recognise the Group’s share of its associated companies’ or joint
ventures’ post-acquisition profits or losses in profit or loss and its share of post-acquisition
other comprehensive income in other comprehensive income. Dividends received or receivable
from the associated companies or joint ventures are recognised as a reduction of the carrying
amount of the investments. When the Group’s share of losses in an associated company or
a joint venture equals to or exceeds its interests in the associated company or joint venture,
including any other unsecured non-current receivables, the Group does not recognise further
losses, unless it has obligations to make or has made payments on behalf of the associated
company or joint venture. If the associates or joint venture subsequently reports profits, the
Group resumes recognising its share of profits only after its share of profits equals the share
of losses not recognised.

114 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.4 Group accounting (Continued)

(c) Associated companies and joint ventures (Continued)

(ii) Equity method of accounting (Continued)

Unrealised gains on transactions between the Group and its associated companies or joint
ventures are eliminated to the extent of the Group’s interest in the associated companies or
joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. The accounting policies of associated companies or
joint ventures have been changed where necessary to ensure consistency with the accounting
policies adopted by the Group.

(iii) Disposals

Investments in associated companies or joint ventures are derecognised when the Group
loses significant influence or joint control. Any retained equity interest in the entity, which is
a financial asset, is remeasured at its fair value. The difference between the carrying amount
of the retained interest at the date when significant influence or joint control is lost, and its
fair value and any proceeds on partial disposal is recognised in profit or loss.

Please refer to Note 2.8 for the accounting policy on investments in associated companies
and joint ventures in the separate financial statements of the Company.

2.5 Property, plant and equipment

(a) Measurement

(i) Land and buildings

Land and buildings are initially recognised at cost. Freehold land are subsequently carried
at cost less accumulated impairment losses and includes plots of land with Land Usage
Titles in Indonesia (“Land Usage Titles”). These Land Usage Titles entitle the Group to use
the land for the purpose of the operation of food and beverages manufacturing and other
facilities for a period of 30 years. Management anticipates that the Land Usage Titles will be
perpetually renewable at a nominal cost and therefore the land is not depreciated. Buildings
and leasehold land are subsequently carried at cost less accumulated depreciation and
accumulated impairment losses.

(ii) Other property, plant and equipment

All other items of property, plant and equipment are initially recognised at cost and
subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(iii) Components of costs

The cost of an item of property, plant and equipment initially recognised includes its
purchase price and any cost that is directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the manner intended
by management. Cost also includes borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset. Please refer to Note 2.9 for the
accounting policy on borrowing costs.

Refreshing Asian Goodness 115

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.5 Property, plant and equipment (Continued)

(b) Depreciation

No depreciation is provided on construction-in-progress and freehold land.

Depreciation on other items of property, plant and equipment is calculated using the straight-line
method to allocate their depreciable amounts over their estimated useful lives as follows:

Useful lives
Leasehold land (over term of lease) 50 – 100 years
Buildings on freehold and leasehold land 10 – 50 years
Plant and machinery, furniture and fittings 3 – 15 years
Computer equipment and software costs 3–5 years
Motor vehicles and trucks 3 – 10 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision
are recognised in profit or loss when the changes arise.

(c) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.
All other repair and maintenance expenses are recognised in profit or loss when incurred.

(d) Disposal

On disposal of an item of property, plant and equipment, the difference between the disposal
proceeds and its carrying amount is recognised in profit or loss within “other gains and losses”. Any
amount in property revaluation reserve relating to that item is transferred to retained profits directly.

(e) Transfer of property, plant and equipment to investment properties

When the use of a property changes from owner-occupation to investment property holding,
the property is remeasured to fair value before transfer. Any gain arising on remeasurement is
recognised in profit or loss to the extent that it reverses a previous impairment loss on the specific
property, with any remaining gain recognised in the property revaluation reserve in equity. Any loss
is recognised immediately in profit or loss.

2.6 Investment properties

Investment properties are land and buildings held for long-term rental yields and/or for capital appreciation
and right-of-use assets relating to leasehold land that is held for long-term capital appreciation or for
a currently indeterminate use. Investment properties include properties that are being constructed or
developed for future use as investment properties.

Investment properties are initially recognised at cost and subsequently carried at fair value, determined
annually by independent professional valuers on the highest-and-best-use basis. Changes in fair values
are recognised in profit or loss.

116 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.6 Investment properties (Continued)

The cost of major renovations and improvements is capitalised and the carrying amounts of the replaced
components are recognised in profit or loss. The cost of maintenance, repairs and minor improvements is
recognised in profit or loss when incurred.

On disposal of an investment property, the difference between the disposal proceeds and the carrying
amount is recognised in profit or loss.

When the use of an investment property changes such that it becomes owner-occupied and is transferred
to property, plant and equipment, its fair value at the date of change in use becomes its deemed cost for
subsequent accounting.

2.7 Intangible assets

(a) Goodwill

Goodwill on acquisition of subsidiaries and business represents the excess of (i) the sum of the
consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previously-held equity interest in the acquiree over (ii) the fair
value of the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as
intangible assets and carried at cost less accumulated impairment losses.

Goodwill on acquisition of associated companies and joint ventures represents the excess of the
cost of acquisition over the Group’s share of the fair value of the identifiable net assets acquired.
Goodwill on associated companies and joint ventures is included in the carrying amount of the
investments.

Gains and losses on the disposal of subsidiaries, associated companies and joint ventures include
the carrying amount of goodwill relating to the entity sold.

(b) Acquired trademark licence and bottling right

Trademark licence and bottling right acquired are initially recognised at cost and are subsequently
carried at cost less accumulated amortisation and accumulated impairment losses. These costs are
amortised to profit or loss using the straight-line method over 20 years, which is the shorter of the
estimated useful life and period of contractual right.

(c) Acquired computer software licences

Acquired computer software licences are initially capitalised at cost which includes the purchase
price (net of any discounts and rebates) and other directly attributable costs of preparing the asset
for its intended use. Direct expenditures including employee costs, which enhance or extend the
performance of computer software beyond its specifications and which can be reliably measured,
are added to the original cost of the software. Costs associated with maintaining the computer
software are expensed off when incurred.

Computer software licences are subsequently carried at cost less accumulated amortisation and
accumulated impairment losses. The cost is amortised to profit or loss using the straight-line method
over its estimated useful life of 20 years.

The amortisation period and amortisation method of intangible assets other than goodwill are
reviewed at least at each balance sheet date. The effects of any revision are recognised in profit
or loss when the changes arise.

Refreshing Asian Goodness 117

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.8 Investments in subsidiaries, associated companies and joint ventures

Investments in subsidiaries, associated companies and joint ventures are carried at cost less accumulated
impairment losses in the Company’s balance sheet. On disposal of such investments, the difference
between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.

2.9 Borrowing costs

Borrowing costs are recognised in profit or loss using the effective interest method except for those
costs that are directly attributable to the construction or development of properties and assets under
construction. This includes those costs on borrowings acquired specifically for the construction or
development of properties and assets under construction, as well as those in relation to general
borrowings used to finance the construction or development of properties and assets under construction.
Borrowings costs on general borrowings are capitalised by applying a capitalisation rate to construction
or development expenditures that are financed by general borrowings.

2.10 Impairment of non-financial assets

(a) Goodwill

Goodwill recognised separately as an intangible asset is tested for impairment annually and
whenever there is indication that the goodwill may be impaired.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s
cash-generating-units (“CGU”) expected to benefit from synergies arising from the business
combination.

An impairment loss is recognised when the carrying amount of a CGU, including the goodwill,
exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the
CGU’s fair value less cost to sell and value-in-use.

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill
allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying
amount of each asset in the CGU.

An impairment loss on goodwill is recognised in profit or loss and is not reversed in a subsequent
period.

(b) Property, plant and equipment

Intangible assets
Investments in subsidiaries, associated companies and joint ventures

Property, plant and equipment, intangible assets and investments in subsidiaries, associated
companies and joint ventures are tested for impairment whenever there is any objective evidence
or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less
cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does
not generate cash inflows that are largely independent of those from other assets. If this is the
case, the recoverable amount is determined for the CGU to which the asset belongs.

118 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.10 Impairment of non-financial assets (Continued)

(b) Property, plant and equipment

Intangible assets
Investments in subsidiaries, associated companies and joint ventures (Continued)

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment
loss in profit or loss. An impairment loss for an asset other than goodwill is reversed only if there
has been a change in the estimates used to determine the asset’s recoverable amount since the
last impairment loss was recognised. The carrying amount of this asset is increased to its revised
recoverable amount, provided that this amount does not exceed the carrying amount that would
have been determined (net of accumulated depreciation and amortisation) had no impairment loss
been recognised for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.

2.11 Financial assets

(a) Classification and measurement

The Group classifies its financial assets in the following measurement categories:

(i) Amortised cost;

(ii) Fair value through other comprehensive income (“FVOCI”); and
(iii) Fair value through profit or loss (“FVPL”).

The classification depends on the Group’s business model for managing the financial assets as well
as the contractual terms of the cash flows of the financial asset.

Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.

The Group reclassifies financial assets when and only when its business model for managing those
assets changes.

At initial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value
through profit or loss are expensed in profit or loss.

At subsequent measurement

(i) Debt instruments

Debt instruments mainly comprise of “cash and cash equivalents” and “trade and other
receivables” excluding prepayments and deposits for property, plant and equipment.

Refreshing Asian Goodness 119

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.11 Financial assets (Continued)

(a) Classification and measurement (Continued)

At subsequent measurement (Continued)

(i) Debt instruments (Continued)

There are two subsequent measurement categories, depending on the Group’s business model
for managing the asset and the cash flow characteristics of the asset:

• Amortised cost: Debt instruments that are held for collection of contractual cash
flows where those cash flows represent solely payments of principal and interest are
measured at amortised cost. A gain or loss on a debt instrument that is subsequently
measured at amortised cost and is not part of a hedging relationship is recognised in
profit or loss when the asset is derecognised or impaired. Interest income from these
financial assets is included in interest income using the effective interest rate method.

• FVPL: Debt instruments that are held for trading as well as those that do not meet the
criteria for classification as amortised cost or FVOCI are classified as FVPL. Movements
in fair values and interest income are recognised in profit or loss in the period in which
they arise.

(ii) Equity investments

The Group subsequently measures all its equity investments at their fair values. Equity
investments are classified as FVPL with movements in their fair values recognised in profit
or loss in the period in which the changes arise and presented in “other gains and losses”,
except for those equity securities which were not held for trading. The Group has elected to
recognise changes in fair value of equity securities not held for trading in other comprehensive
income as these are strategic investments and the Group considers this to be more relevant.
Movements in fair values of investments classified as FVOCI are presented as “fair value gains
or losses” in Other Comprehensive Income. Dividends from equity investments are recognised
in profit or loss as “dividend income”.

(b) Impairment

The Group assesses on a forward looking basis the expected credit losses associated with its
financial assets carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk. Note 33 details how the Group determines
whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by SFRS(I) 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.

(c) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date – the date on
which the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all risks and
rewards of ownership.

120 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.11 Financial assets (Continued)

(c) Recognition and derecognition (Continued)

On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds
is recognised in profit or loss.

On disposal of an equity investment, the difference between the carrying amount and sales proceed
is recognised in profit or loss if there was no election made to recognise fair value changes in other
comprehensive income. If there was an election made, any difference between the carrying amount
and sales proceed amount would be recognised in other comprehensive income and transferred
to retained profits along with the amount previously recognised in other comprehensive income
relating to that asset.

2.12 Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is
currently a legally enforceable right to offset and there is an intention to settle on a net basis or realise
the asset and settle the liability simultaneously.

2.13 Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the
end of financial year which are unpaid. They are classified as current liabilities if payment is due within
one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented
as non-current liabilities.

Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.

2.14 Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer
settlement for at least twelve months after the balance sheet date, in which case they are presented as
non-current liabilities.

Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value
is recognised in profit or loss over the period of the borrowings using the effective interest method.

2.15 Fair value estimation of financial assets and liabilities

The fair values of financial instruments traded in active markets (such as exchange-traded and
over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date.
The quoted market prices used for financial assets are the current bid prices and the appropriate quoted
market prices used for financial liabilities are the current asking prices.

Refreshing Asian Goodness 121

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.15 Fair value estimation of financial assets and liabilities (Continued)

The fair values of financial instruments that are not traded in an active market are determined by using
valuation techniques. The Group uses a variety of methods and makes assumptions based on market
conditions that are existing at each balance sheet date. Where appropriate, quoted market prices or dealer
quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analysis, are
also used to determine the fair values of the financial instruments.

The fair values of financial liabilities carried at amortised cost are estimated by discounting the future
contractual cash flows at the current market interest rates that are available to the Group for similar
financial instruments.

The fair values of current financial assets and liabilities carried at amortised cost approximate their
carrying amounts.

2.16 Leases

(a) When the Group is the lessee:

At the inception of the contract, the Group assesses if the contract contains a lease. A contract
contains a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. Reassessment is only required when the terms and
conditions of the contract are changed.

(i) Right-of-use assets

The Group recognised a right-of-use asset and lease liability at the date which the underlying
asset is available for use. Right-of-use assets are measured at cost which comprises the
initial measurement of lease liabilities adjusted for any lease payments made at or before
the commencement date and lease incentive received. Any initial direct costs that would not
have been incurred if the lease had not been obtained are added to the carrying amount of
the right-of-use assets.

These right-of-use assets are subsequently depreciated using the straight-line method from
the commencement date to the earlier of the end of the useful life of the right-of-use asset
or the end of the lease term.

Right-of-use assets (except for those which meets the definition of an investment property)
are presented within “property, plant and equipment”.

Right-of-use asset which meets the definition of an investment property is presented within
“investment properties” and accounted for in accordance with Note 2.6.

(ii) Lease liabilities

The initial measurement of lease liability is measured at the present value of the lease
payments discounted using the implicit rate in the lease, if the rate can be readily determined.
If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.

122 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.16 Leases (Continued)

(a) When the Group is the lessee: (Continued)

(ii) Lease liabilities (Continued)

Lease payments include the following:

– Fixed payments (including in-substance fixed payments), less any lease incentives
receivable;

– Variable lease payments that are based on an index or rate, initially measured using
the index or rate as at the commencement date;

– Amount expected to be payable under residual value guarantees;

– The exercise price of a purchase option if the Group is reasonably certain to exercise
the option; and

– Payment of penalties for terminating the lease, if the lease term reflects the Group
exercising that option.

For contracts that contain both lease and non-lease components, the Group allocates the
consideration to each lease component on the basis of the relative stand-alone price of the
lease and non-lease component. The Group has elected to not separate lease and non-lease
components for property leases and account for these as one single lease component.

Lease liability is measured at amortised cost using the effective interest method. Lease
liability shall be remeasured when:

– There is a change in future lease payments arising from changes in an index or rate;

– There are changes in the Group’s assessment of whether it will exercise an extension
option; or

– There are modifications in the scope or the consideration of the lease that was not
part of the original term.

Lease liability is remeasured with a corresponding adjustment to the right-of-use asset, or is

recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced
to zero.

(iii) Short term and low value leases

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term
leases that have lease terms of twelve months or less and leases for which the underlying
assets are of low value (less than $7,000). Lease payments relating to these leases are
expensed to profit or loss on a straight-line basis over the lease term.

(iv) Variable lease payments

Variable lease payments that are not based on an index or a rate are not included as part
of the measurement and initial recognition of the lease liability. The Group shall recognise
those lease payments in profit or loss in the periods that triggered those lease payments.

Refreshing Asian Goodness 123

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.16 Leases (Continued)

(b) When the Group is the lessor:

The Group leases investment properties under operating leases to non-related parties.

(i) Lessor – Operating leases

Leases where the Group retains substantially all risks and rewards incidental to ownership
are classified as operating leases. Rental income from operating leases (net of any incentives
given to the lessees) is recognised in profit or loss on a straight-line basis over the lease term.

Initial direct costs incurred by the Group in negotiating and arranging operating leases are
added to the carrying amount of the leased assets and recognised as an expense in profit or
loss over the lease term on the same basis as the lease income.

Contingent rents are recognised as income in profit or loss when earned.

(ii) Lessor – Subleases

In classifying a sublease, the Group as an intermediate lessor classifies the sublease as a

finance or an operating lease with reference to the right-of-use asset arising from the head
lease, rather than the underlying asset.

When the sublease is assessed as a finance lease, the Group derecognises the right-of-use
asset relating to the head lease that it transfers to the sublessee and recognised the net
investment in the sublease within “trade and other receivables”. Any differences between
the right-of-use asset derecognised and the net investment in sublease is recognised in
profit or loss. Lease liability relating to the head lease is retained in the balance sheet, which
represents the lease payments owed to the head lessor.

When the sublease is assessed as an operating lease, the Group recognises lease income
from sublease in profit or loss within “other income”. The right-of-use asset relating to the
head lease is not derecognised.

For contracts which contain lease and non-lease components, the Group allocates the
consideration based on a relative stand-alone selling price basis.

2.17 Inventories

Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted
average basis. The cost of finished goods and work-in-progress comprises raw materials, direct labour,
other direct costs and related production overheads (based on normal operating capacity). Cost also
includes any gains or losses on qualifying cash flow hedges of foreign currency purchases of inventories.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and applicable variable selling expenses.

124 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.18 Income taxes

Current income tax for current and prior periods are recognised at the amount expected to be paid
to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is subject to interpretation and
considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group
measures its tax balances either based on the most likely amount or the expected value, depending on
which method provides a better prediction of the resolution of the uncertainty.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements except when the deferred income tax
arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in

subsidiaries, associated companies and joint ventures, except where the Group is able to control the
timing of the reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will
be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted
or substantively enacted by the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the
balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for
investment properties. Investment property measured at fair value is presumed to be recovered
entirely through sale.

Current and deferred income taxes are recognised as income or expense in profit or loss, except to the
extent that the tax arises from a business combination or a transaction which is recognised directly
in equity. Deferred income tax arising from a business combination is adjusted against goodwill on
acquisition.

2.19 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of
past events; it is more likely than not that an outflow of resources will be required to settle the obligation
and the amount has been reliably estimated.

Refreshing Asian Goodness 125

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.20 Employee compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

(a) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities such as the Central Provident Fund on a mandatory, contractual
or voluntary basis. The Group has no further payment obligations once the contributions have been
paid.

(b) Defined benefit plans

Post-employment benefits relate to retirement benefits given to employees and are non-contributory
unfunded retirement benefits schemes for employees who are eligible under labour laws or collective
bargaining agreements.

The liability recognised in the balance sheet in respect of defined benefit pension plans is the
present value of the defined benefit obligation at the end of the reporting period less the fair value
of plan assets. The defined benefit obligation is calculated by independent actuaries using the
projected unit credit method. The present value of the defined benefit obligation is determined
by discounting the estimated future cash outflows using market yields at the end of the reporting
period.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions
are charged or credited to other comprehensive income in the period in which they arise.

Past-service costs are recognised immediately in profit or loss.

(c) Termination benefits

Termination benefits are payable whenever an employee’s employment is terminated before the
normal retirement date or whenever an employee accepts voluntary redundancy in exchange for
these benefits. The Group recognises termination benefits when it is demonstrably committed to
either terminating the employment of current employees according to a detailed formal plan without
possibility of withdrawal or providing termination benefits as a result of an offer made to encourage
voluntary redundancy. Benefits falling due more than twelve months after balance sheet date are
discounted to their present value.

(d) Bonus plans

The Group recognises a liability and an expense for bonuses, based on a formula that takes into
consideration the profit attributable to the Company’s shareholders after certain adjustments. The
Group recognises a provision when there is a contractual obligation to pay or when there is a past
practice that has created a constructive obligation to pay.

(e) Annual leave entitlement

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

126 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.21 Currency translation

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the
currency of the primary economic environment in which the entity operates (“functional currency”).
The financial statements are presented in Singapore Dollar (“SGD” or “$”), which is the Company’s
functional currency.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into
the functional currency using the exchange rates at the dates of the transactions. Currency exchange
differences resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet
date are recognised in profit or loss. However, in the consolidated financial statements, currency
translation differences arising from net investment in foreign operations are recognised in other
comprehensive income and accumulated in the foreign currency translation reserve.

When a foreign operation is disposed of, the accumulated foreign currency translation differences
is reclassified to profit or loss, as part of the gain or loss on disposal.

Foreign exchange gains and losses that relate to borrowings are presented in profit or loss within
“Finance expense”. All other foreign exchange gains and losses impacting profit or loss are
presented in profit or loss within “other gains and losses”.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange
rates at the date when the fair values are determined.

(c) Translation of Group entities’ financial statements

The results and balance sheet of all the Group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:

(i) assets and liabilities are translated at the closing exchange rates at the reporting date;

(ii) income and expenses are translated at average exchange rates (unless the average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated using the exchange rates at the
dates of the transactions); and

(iii) all resulting currency translation differences are recognised in other comprehensive income
and accumulated in the foreign currency translation reserve. These currency translation
differences are reclassified to profit or loss on disposal of the entity giving rise to such
reserve.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as
assets and liabilities of the foreign operations and translated at the closing rates at the reporting
date.

Refreshing Asian Goodness 127

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.22 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting used by the Chief
Executive Officer to make strategic decisions, allocate resources and assess performance.

2.23 Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents
include cash on hand, balances with banks and short-term deposits with maturities of three months or
less from the date of acquisition which are subject to an insignificant risk of change in value.

2.24 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new
ordinary shares are deducted against the share capital account.

2.25 Dividends to Company’s shareholders

Dividends to the Company’s shareholders are recognised when the dividends are approved for payment.

2.26 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per
share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by
the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares
held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares
held, for the effects of all dilutive potential ordinary shares, which comprise share options granted to
employees.

3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

Estimates, assumptions and judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Fair value of investment properties

Investment properties are stated at fair value based on valuations performed by independent professional
valuers. The fair values are based on highest-and-best-use basis and certain judgements are required
over the valuation techniques and inputs used. The valuation techniques, key inputs, other assumptions
and the carrying amounts at the reporting dates are disclosed in Note 19.

Valuation of non-financial assets

The Group assesses at each reporting date whether there is any objective evidence that non-financial
assets are impaired. Where there is objective evidence of impairment, the recoverable amount is
estimated based on the higher of the value-in-use and the fair value less costs to sell. Estimating the
value-in-use requires the Group to make an estimate of the expected future cash flows to be generated
by the non-financial assets and to choose a suitable discount rate in order to calculate the present value
of those cash flows. Changes in assumptions about these factors could affect the recoverable amount of
the non-financial assets at the balance sheet date.

128 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

4. REVENUE

The Group derives revenue from the transfer of goods and services at a point in time and over time in the
following major product lines and geographical regions. Revenue is attributed to countries by location of
customers.

(a) Disaggregation of revenue from contracts with customers

At a point
in time Over time Total
$’000 $’000 $’000
The Group
2023
Consumer food and beverage products
– Singapore 72,805 – 72,805
– Malaysia 150,392 – 150,392
– China 26,347 – 26,347
– Other Asia Pacific countries 56,820 – 56,820
– Europe 10,570 – 10,570
– United States of America 11,240 – 11,240
328,174 – 328,174
Other products
– Singapore 4,552 – 4,552
Royalty fees
– Other Asia Pacific countries – 16 16
Total 332,726 16 332,742

At a point
in time Over time Total
$’000 $’000 $’000
The Group
2022
Consumer food and beverage products
– Singapore 77,470 – 77,470
– Malaysia 155,025 – 155,025
– China 31,383 – 31,383
– Other Asia Pacific countries 64,847 – 64,847
– Europe 11,833 – 11,833
– United States of America 13,143 – 13,143
353,701 – 353,701
Other products
– Singapore 4,358 – 4,358
Royalty fees
– Other Asia Pacific countries – 17 17
Total 358,059 17 358,076

Refreshing Asian Goodness 129

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

4. REVENUE (CONTINUED)

(b) Contract liabilities

The Group
2023 2022
$’000 $’000
Contract liabilities
Consumer food and beverage and other products 651 726

Contract liabilities for consumer food and beverage and other products mainly relate to refund
liabilities and prepayments received from customers ahead of the delivery of products and are
included under trade and other payables.

Revenue recognised in relation to contract liabilities

The Group
2023 2022
$’000 $’000
Revenue recognised in current period that was included in the
contract liabilities balance at the beginning of the period
– Consumer food and beverage and other products 578 3,145

5. OTHER INCOME

The Group
2023 2022
$’000 $’000
Interest income from bank deposits 9,673 3,284
Rental income 9,032 9,108
Dividend income 507 449
19,212 12,841

6. OTHER GAINS AND LOSSES

The Group
Note 2023 2022
$’000 $’000
Other gains
Fair value gains on investment properties – net 19 2,717 131
Reversal of impairment on property, plant and equipment 192 –
Compensation from a customer for order obligation 4,754 2,500
Gains on disposal of property, plant and equipment – net – 35
Other miscellaneous income 398 157
8,061 2,823
Other losses
Fair value losses on financial assets designated as FVPL at
initial recognition (1,658) (115)
Losses on disposal of property, plant and equipment – net (1,258) –
Currency translation losses – net (1) (543)
Loss on liquidation of a subsidiary (1) –
(2,918) (658)
5,143 2,165

130 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

7. EXPENSES BY NATURE

The Group
Note 2023 2022
$’000 $’000
Fees on audit services paid/payable to
– Auditors of the Company 377 363
– Other auditors* 384 372
Fees on non-audit services paid/payable to
– Auditors of the Company 23 34
Amortisation of intangible assets 22 273 274
Amortisation of capitalised letting fees 19 88 71
Depreciation of property, plant and equipment 20 16,619 17,553
Write-down of inventories – net 13 2,291 2,978
Impairment/(Write back of impairment) of trade and other
receivables 33(b) 809 (1,522)
Employee compensation 8 61,645 63,342
Cost of raw materials and trading goods included in cost of
sales** 179,793 200,537
Advertising and promotion expenses*** 26,683 22,474
Transportation expense 14,392 17,259
Rental expense on operating leases 21(d) 1,947 2,398
Finance expense – interest expense on lease liabilities 21(c) 766 589
Utilities expense 18,016 20,013
Repairs and maintenance expenses 12,279 13,248

* : Includes other member firms of KPMG International.

** : Cost of raw materials and trading goods included in cost of sales is arrived at net of the $172,000
(2022: $13,000) reimbursement from related parties.

In 2022, YHS (Singapore) Pte Ltd (“YHS Singapore”), a wholly owned subsidiary of the Group,
and Ng Teng Fong Charitable Foundation (“NTFCF”), a related party controlled by the Group’s
controlling shareholder, (collectively the “Sponsors”) entered into a 3-year sponsorship agreement
with Maximilian Maeder (“Max”), a national sailor representing Singapore in kitefoiling, with an
option to renew it for another four years. During the sponsorship period, Max would endorse the
Sponsors’ trademarks, and could also be invited to participate in the advertising, marketing and
promotion campaigns and activities organised by the Group. YHS Singapore’s sponsorship comprises
products in kind (up to 50 cartons/cases a year) while NTFCF’s sponsorship amounted to $250,000
over 3 years.

*** : Advertising and promotion expenses is arrived at net of the $1,056,000 (2022: $147,000)
reimbursement from related parties.

8. EMPLOYEE COMPENSATION

The Group
Note 2023 2022
$’000 $’000
Wages and salaries 50,283 50,786
Employer’s contribution to defined contribution plans
including Central Provident Fund 4,497 4,715
Retirement benefits costs 26 198 206
Other short-term employee benefits 6,815 7,842
Less: Government grants (148) (207)
61,645 63,342

Refreshing Asian Goodness 131

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

9. INCOME TAXES

(a) Income tax expense

The Group
2023 2022
$’000 $’000
Tax expense attributable to profit is made up of:
Current income tax
– Singapore 785 55
– Foreign 2,864 3,340
3,649 3,395
Deferred income tax credit 898 (88)
4,547 3,307
Under/(Over) provision in prior financial years
– Current income tax 118 1,326
– Deferred income tax 994 (747)
1,112 579
5,659 3,886

The tax expense on the Group’s profit before income tax differs from the theoretical amount derived
from using the Singapore standard rate of income tax as follows:

The Group
2023 2022
$’000 $’000
Profit before income tax 12,366 6,274
Share of profit of associated companies and a joint venture,
net of tax (338) (203)
Profit before income tax and share of profit of associated
companies and a joint venture 12,028 6,071

Tax calculated at tax rate of 17% (2022: 17%) 2,045 1,032

Effects of:
– Different tax rates in other countries 1,140 1,212
– Income not subject to tax (1,621) (2,247)
– Expenses not deductible for tax purposes 2,063 1,961
– Utilisation/Recognition of previously unrecognised tax benefits – (682)
– Utilisation of tax benefits – 469
– Deferred income tax assets not recognised 920 1,562
– Under provision in prior financial years – net 1,112 579
Tax charge 5,659 3,886

132 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

9. INCOME TAXES (CONTINUED)

(b) Movements in current income tax liabilities net of current income tax recoverable

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Beginning of financial year 1,049 (107) – 29
Currency translation differences (88) (169) – –
Income tax paid (4,482) (3,396) – –
Tax expense 3,649 3,395 145 22
Under/(Over) provision in prior
financial years 118 1,326 – (51)
End of financial year 246 1,049 145 –
Representing:
Current income tax recoverable (1,070) (763) – –
Current income tax liabilities 1,316 1,812 145 –
246 1,049 145 –

(c) The tax (charge)/credit relating to each component of other comprehensive income/(losses) is
as follows:

2023 2022
Tax Tax
Before (charge)/ After Before (charge)/ After
tax credit tax tax credit Tax
$’000 $’000 $’000 $’000 $’000 $’000
The Group
Currency translation
differences arising from
consolidation (13,260) – (13,260) (15,054) – (15,054)
Fair value losses on financial
assets, at FVOCI (6,144) – (6,144) (292) – (292)
Remeasurements of defined
benefit plans (127) – (127) (3) – (3)
Revaluation gain on property,
plant and equipment – – – 2,752 (275) 2,477
Other comprehensive losses (19,531) – (19,531) (12,597) (275) (12,872)

10. EARNINGS PER SHARE

Basic and diluted earnings per share is calculated by dividing the net profit attributable to equity holders
of the Company by the weighted average number of ordinary shares outstanding during the financial year.

The Group
2023 2022
Net profit attributable to equity holders of the Company ($’000) 6,707 2,388
Weighted average number of ordinary shares outstanding for basic
and diluted earnings per share (’000) 609,509 595,338
Basic and diluted earnings per share (cents per share) 1.10 0.40

Refreshing Asian Goodness 133

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

11. CASH AND CASH EQUIVALENTS

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Cash at bank and on hand 31,107 56,992 214 580
Fixed deposits with financial institutions 33,034 158,127 7,550 8,271
Total cash and cash equivalents 64,141 215,119 7,764 8,851

Classification as cash equivalents

Fixed deposits with financial institutions are presented as cash equivalents if they have a maturity of
three months or less from the date of acquisition and are repayable with 24 hours’ notice with no loss of
interest. See note 2.23 on cash and cash equivalents.

12. TRADE AND OTHER RECEIVABLES

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Trade receivables
– Non-related parties 46,574 50,921 – –
– An associated company – 5 – –
– Related parties 95 129 – –
46,669 51,055 – –
Less: Loss allowance for
trade receivables
– Non-related parties (901) (576) – –
Trade receivables – net 45,768 50,479 – –

Other receivables
– Non-related parties 13,758 9,986 627 592
– Related parties 23 146 – –
– Subsidiaries – – 67,829 68,405
Other receivables – net 13,781 10,132 68,456 68,997
Less: Loss allowance for other
receivables
– A non-related party (345) – – –
Other receivables – net 13,436 10,132 68,456 68,997

Loans to a non-related party 1,392 1,301 1,392 1,301

Staff loans 8 28 – –
Deposits 1,643 2,119 72 57
Prepayments 1,344 2,325 13 67
Trade and other receivables – Current 63,591 66,384 69,933 70,422

Deposits* 449 861 – –

Loans to a non-related party 2,287 3,679 2,287 3,679
Trade and other receivables – Non-current 2,736 4,540 2,287 3,679
Total trade and other receivables 66,327 70,924 72,220 74,101

Non-current 2,736 4,540 2,287 3,679

Current 63,591 66,384 69,933 70,422
66,327 70,924 72,220 74,101

* Deposits paid for purchase of property, plant and equipment.

134 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

12. TRADE AND OTHER RECEIVABLES (CONTINUED)

Other receivables from non-related parties, related parties and subsidiaries are unsecured, interest-free
and repayable on demand for the Group and the Company.

Loans to a non-related party are unsecured, interest-bearing at the average prime lending rate for
Singapore Dollars plus 2% per annum and will be repayable in full by December 2027 for the Group and
the Company.

Related parties refer to the related companies of the ultimate holding company and companies that
are controlled or significantly influenced by the Group’s key management personnel, directors or the
shareholders of the Company’s ultimate holding company.

The Group has obtained bankers’ guarantees and cash deposits from certain customers to mitigate the
credit risk. No significant credit risk for past due trade and other receivables as it is mainly covered by
bankers’ guarantees, cash deposits received and instalment repayment plan committed by customers.

13. INVENTORIES

The Group
2023 2022
$’000 $’000
Raw materials 15,964 19,977
Work-in-progress 69 83
Finished/Trading goods 37,803 41,279
53,836 61,339

The cost of inventories recognised as an expense and included in “cost of sales” amounted to $224,741,000
(2022: $250,671,000).

During the financial year, the Group wrote down inventories of $2,291,000 (2022: $2,978,000).

14. OTHER FINANCIAL ASSETS

The Group
2023 2022
$’000 $’000
Current
Financial assets at amortised costs 175,979 –

Non-current
Financial assets designated at FVOCI at initial recognition 14,881 21,025
Financial assets designated at FVPL at initial recognition 1,784 3,442
192,644 24,467
Other financial assets are analysed as follows:
Financial assets designated at FVOCI
Listed equity securities – Hong Kong 5,591 11,840
Listed equity securities – USA 1,794 1,966
Listed equity securities – Japan 26 31
Listed equity securities – Europe 216 178
Listed real estate investment trusts and business trusts – Singapore 7,254 7,010
14,881 21,025
Financial assets designated at FVPL
Unquoted equity securities – Singapore 1,784 3,442
16,665 24,467
Financial assets at amortised costs
Fixed deposits more than 3 months 175,979 –
175,979 –

Total other financial assets 192,644 24,467

Refreshing Asian Goodness 135

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

14. OTHER FINANCIAL ASSETS (CONTINUED)

The Company
2023 2022
$’000 $’000
Current
Financial assets at amortised costs
Fixed deposits more than 3 months 16,643 –

15. LOANS TO SUBSIDIARIES

Loans to subsidiaries are treated as a long-term source of additional capital and financing within the Group.
Accordingly, they are managed centrally and represent additions to the Company’s net investments in the
subsidiaries, except for those that are interest-bearing. Loans to subsidiaries are unsecured, interest-free,
repayable on demand but are not expected to be repaid within the next twelve months.

The Company
2023 2022
$’000 $’000
Loans to subsidiaries 45,553 45,553
Less: Loss allowance (935) (935)
44,618 44,618

16. INVESTMENTS IN ASSOCIATED COMPANIES

The Group
2023 2022
$’000 $’000
Beginning of financial year 5,281 5,548
Currency translation differences (266) (468)
Share of profit, net of tax 334 201
Dividend received (482) –
End of financial year 4,867 5,281

The Group has interests in a number of associated companies and they are individually insignificant.
The summarised financial information of these associated companies, not adjusted for the proportion of
ownership interest held by the Group, is as follows:

The Group
2023 2022
$’000 $’000
Assets 43,373 48,368
Liabilities 27,705 31,700
Revenue 187,371 190,973
Net profit and total comprehensive income 1,406 798

The Group has not recognised its share of losses relating to certain associated companies amounting
to $1,000 (2022: $2,000) during the year because the Group’s cumulative share of unrecognised losses
exceeds its interest in the entities and the Group has no obligation in respect of those losses. The
cumulative unrecognised losses with respect to the entities amount to $868,000 (2022: $867,000) at
the balance sheet date.

There are no contingent liabilities relating to the Group’s interests in the associated companies.

136 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

17. INVESTMENT IN A JOINT VENTURE

The Group
2023 2022
$’000 $’000
Beginning of financial year 614 648
Currency translation differences (40) (36)
Share of profit, net of tax 4 2
Capital distribution (543) –
End of financial year 35 614

The Group has interest in an immaterial joint venture. The summarised financial information of this joint
venture, not adjusted for the proportion of ownership interest held by the Group, is as follows:

The Group
2023 2022
$’000 $’000
Assets 77 1,236
Liabilities 2 7
Revenue – –
Net profit and total comprehensive income 9 5

There are no contingent liabilities relating to the Group’s interest in the joint venture.

18. INVESTMENTS IN SUBSIDIARIES

The Company
2023 2022
$’000 $’000

Unquoted equity investments at cost less impairment 317,758 322,758

Beginning of financial year 322,758 322,758

Liquidated during the year (5,000) –
End of financial year 317,758 322,758

Details of significant subsidiaries are included in Note 39.

19. INVESTMENT PROPERTIES

The Group The Company

Note 2023 2022 2023 2022
$’000 $’000 $’000 $’000
Beginning of financial year 54,143 52,602 80,295 79,567
Currency translation differences (3,258) (3,677) – –
Additions 188 – 855 –
Transfer from property, plant
and equipment 20 – 5,158 – –
Disposal – – – (22)
Amortisation/Write-down 7 (88) (71) – –
Net fair value gains recognised
in profit or loss, under “other
gains and losses” 6 2,717 131 583 750
End of financial year 53,702 54,143 81,733 80,295

Refreshing Asian Goodness 137

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

19. INVESTMENT PROPERTIES (CONTINUED)

Additions represent capitalised expenditure on the investment properties. Amortisation or write-down

includes capitalised letting fees and other costs. Certain investment properties are leased to non-related
parties under operating leases (Note 21).

The following amounts are recognised in profit or loss:

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Rental income 5,295 5,357 6,430 6,333
Direct operating expenses arising from:
– investment properties that generate
rental income (1,076) (1,046) (3,928) (3,834)
– investment properties that do not
generate rental income (91) (92) (857) (830)

Rental income of the Company is primarily derived from its subsidiaries. At the Group level, the investment
properties of the Company are owner occupied and are classified as property, plant and equipment (Note 20).

Details of investment properties of the Group are follows:

Approximate
Description and land area
Location existing use (in sq. metres) Tenure
The People’s Republic of China
286 & 288 Chigangxi Road, Office and 30,873 Leasehold expiring in
Haizhu District, Guangzhou warehouse year 2043
Guangdong Province

242 Chigangxi Road, Apartments 1,812 Leasehold expiring in

No. 1 Guitiandongyue Forth Lane, years 2065 to 2068
and Unit 702, No. 186 Dunhe Road,
Haizhu District, Guangzhou
Guangdong Province

Malaysia
Leong Sin Nam Farm, Farming land 1,048,062 16 lots freehold, 6 lots
Jalan Ampang Tambun, and 1 lot leasehold
Tambun, Ipoh, Perak, Malaysia expiring in year 2045
and 2885 respectively

40 1/4 Milepost, Jalan Air Itam – Farming land 420,183 Freehold

Johor Bahru, Simpang Renggam,
Johor, Malaysia

Lot No. 30, Jalan Upper Lanang, Office and 6,107 Leasehold expiring in
Sibu, Sarawak, Malaysia warehouse year 2039

Lot 4183, Jalan Kuching, Office and 8,858 Leasehold expiring in

Taman Tunku Industrial Area, warehouse year 2054
Miri, Sarawak, Malaysia

Lot 71, Sedco Industrial Estate, Office and 5,235 Leasehold expiring in
Phase 2, Jalan Kolombong, warehouse year 2034
Kota Kinabalu, Sabah, Malaysia

No. 986 Jalan Perusahaan and Office and 7,980 Leasehold expiring in
No. 988-990, Solok Perusahaan Tiga, warehouse year 2071
Kawasan MIEL Prai Industrial Estate Prai,
Pulau Pinang, Malaysia

138 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

19. INVESTMENT PROPERTIES (CONTINUED)

Valuation processes of the Group

The Group engages external, independent and qualified valuers to determine the fair value of the Group’s
properties at the end of every financial year based on the properties’ highest and best use.

Fair value hierarchy

The fair value measurement for all investment properties of the Group and the Company of $53,702,000
(2022: $54,143,000) and $81,733,000 (2022: $80,295,000) respectively, has been categorised as a Level
3 fair value based on the inputs used to the valuation technique used.

Reconciliation of fair value measurement to valuation report

2023 2022
$’000 $’000
The Company
Fair value of investment property based on valuation report 68,000 67,000
Add: Carrying amount of lease liabilities 13,733 13,295
Carrying amount of investment property 81,733 80,295

There was no change to the valuation technique used to determine the fair value of each investment
property.

Reconciliation of movements in Level 3 fair value measurement

Except for a property reclassification from property, plant and equipment of $5,158,000 in 2022, there
are no transfers into or out of Level 3 during the years ended 31 December 2023 and 2022.

Valuation techniques and inputs used in Level 3 fair value measurement

The main Level 3 valuation techniques and inputs used are as follows:

Adjusted sales comparison approach

The key unobservable input used is the transacted prices per square metre of comparable properties in
close proximity based on recent market transactions. These recent transacted prices are subsequently
adjusted to consider the size of the Group’s and Company’s property, the age of the building, the remaining
tenure of the property and/or the plot ratio of the land relative to those of the comparable properties sold
to derive the fair value of the Group’s and Company’s property. An increase in transacted prices per square
metre would increase the valuation. The Group’s properties valued under this approach have an adjusted
transaction price per square metre of $18 to $3,957 (2022: $17 to $3,994). As the valuation obtained for
properties is net of future payments expected to be made, lease liability recognised in respect of these
future payments is added to arrive at the carrying amount of the investment properties.

Refreshing Asian Goodness 139

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

19. INVESTMENT PROPERTIES (CONTINUED)

Valuation techniques and inputs used in Level 3 fair value measurement (Continued)

Income capitalisation approach

Under this approach, the estimated net income on a fully leased property is capitalised over the remaining
term of the lease from the valuation date at an appropriate capitalisation rate. The key unobservable
inputs are the estimated market rental rate per square metre and capitalisation rate. Market rental rate is
estimated considering the estimated rental value of the property under existing market conditions and if
any, existing lease agreements on the property. The market rental rate is adjusted to reflect anticipated
operating costs to derive at the estimated net income. The Group’s properties which have existing lease
agreements and are valued under this approach have a weighted average rental per annum of $221
(2022: $166) per square metre. Capitalisation rate, estimated at 2.8% to 9.0% (2022: 2.8% to 9.0%), is
the rate of return on the properties considering market conditions on the valuation date and the profile of
the properties. An increase in estimated market rental rate per square metre would increase the valuation
while an increase in capitalisation rate would lower the valuation.

Depreciated replacement cost method

The key unobservable inputs of this method are construction cost per square metre and where applicable,
estimated cost to complete per square metre. Construction cost and estimated cost to complete are
estimated by the valuer based on market construction rates for similar properties as at the date of
valuation. A depreciation factor is then applied to the total estimated construction costs to reflect the
remaining economic life of the property in deriving its fair value. An increase in construction cost or
estimated cost to complete per square metre would increase the valuation.

140 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

20. PROPERTY, PLANT AND EQUIPMENT

Plant and Computer

machinery, equipment Motor
Freehold Leasehold furniture and vehicles
land and land and and software and Construction-
Note buildings buildings fittings costs trucks in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000
The Group
2023
Cost
Beginning of financial
year 40,262 177,511 173,610 11,486 7,784 1,917 412,570
Currency translation
differences (1,465) (2,851) (7,104) (353) (269) (209) (12,251)
Additions 1 1,810 3,350 920 3,139 1,753 10,973
Disposals – (561) (8,121) (857) (2,759) – (12,298)
Reclassification/Transfer 235 371 2,034 305 – (2,945) –
End of financial year 39,033 176,280 163,769 11,501 7,895 516 398,994
Accumulated
depreciation
Beginning of financial
year 5,435 54,149 98,976 9,889 5,390 – 173,839
Currency translation
differences (386) (1,231) (4,734) (317) (243) – (6,911)
Disposals – (448) (5,219) (847) (2,685) – (9,199)
Depreciation charge 7 542 4,274 9,566 774 1,463 – 16,619
End of financial year 5,591 56,744 98,589 9,499 3,925 – 174,348
Cost less accumulated
depreciation at end of
financial year 33,442 119,536 65,180 2,002 3,970 516 224,646
Accumulated
impairment losses
Beginning of financial
year 83 20,037 1,340 – – – 21,460
Write back during the
year – – (192) – – – (192)
Currency translation
differences (5) – (42) – – – (47)
Disposals – – (77) – – – (77)
End of financial year 78 20,037 1,029 – – – 21,144
Net book value at end
of financial year 33,364 99,499 64,151 2,002 3,970 516 203,502

Refreshing Asian Goodness 141

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Plant and Computer

machinery, equipment Motor
Freehold Leasehold furniture and vehicles
land and land and and software and Construction-
Note buildings buildings fittings costs trucks in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000
The Group
2022
Cost
Beginning of financial
year 42,947 186,883 171,773 11,372 9,077 889 422,941
Currency translation
differences (3,292) (2,984) (6,241) (357) (257) (47) (13,178)
Additions 100 501 5,428 964 2,271 6,249 15,513
Disposals – (3,338) (1,936) (540) (3,307) – (9,121)
Revaluation gains of a
property transferred
to investment
properties 29(b)(i) – 2,752 – – – – 2,752
Transferred to
investment properties 19 – (6,337) – – – – (6,337)
Reclassification/Transfer 507 34 4,586 47 – (5,174) –
End of financial year 40,262 177,511 173,610 11,486 7,784 1,917 412,570
Accumulated
depreciation
Beginning of financial
year 5,264 55,041 94,868 9,945 7,665 – 172,783
Currency translation
differences (321) (1,240) (4,153) (327) (228) – (6,269)
Disposals – (3,321) (1,918) (537) (3,273) – (9,049)
Depreciation charge 7 492 4,848 10,179 808 1,226 – 17,553
Transferred to
investment properties 19 – (1,179) – – – – (1,179)
End of financial year 5,435 54,149 98,976 9,889 5,390 – 173,839
Cost less accumulated
depreciation at end of
financial year 34,827 123,362 74,634 1,597 2,394 1,917 238,731
Accumulated
impairment losses
Beginning of financial
year 88 20,037 1,414 – – – 21,539
Currency translation
differences (5) – (73) – – – (78)
Disposals – – (1) – – – (1)
End of financial year 83 20,037 1,340 – – – 21,460
Net book value at end
of financial year 34,744 103,325 73,294 1,597 2,394 1,917 217,271

142 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Plant and Computer

machinery, equipment
Leasehold furniture and software
buildings and fittings costs Total
$’000 $’000 $’000 $’000
The Company
2023
Cost
Beginning of financial year 30 5,436 72 5,538
Additions 30 77 2 109
Disposals (60) (63) – (123)
End of financial year – 5,450 74 5,524
Accumulated depreciation
Beginning of financial year 30 3,638 66 3,734
Depreciation charge 30 370 3 403
Disposals (60) (25) – (85)
End of financial year – 3,983 69 4,052
Cost less accumulated depreciation at
end of financial year – 1,467 5 1,472
Accumulated impairment losses
Beginning and end of financial year – 230 – 230
Disposals – (38) – (38)
End of financial year – 192 – 192
Net book value at end of financial year – 1,275 5 1,280

Refreshing Asian Goodness 143

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Plant and Computer

machinery, equipment
Leasehold furniture and software
buildings and fittings costs Total
$’000 $’000 $’000 $’000
The Company
2022
Cost
Beginning of financial year 59 5,176 71 5,306
Additions 30 260 5 295
Disposals (59) – (4) (63)
End of financial year 30 5,436 72 5,538
Accumulated depreciation
Beginning of financial year 59 3,188 69 3,316
Depreciation charge 30 450 1 481
Disposals (59) – (4) (63)
End of financial year 30 3,638 66 3,734
Cost less accumulated depreciation at
end of financial year – 1,798 6 1,804
Accumulated impairment losses
Beginning and end of financial year – 230 – 230
Net book value at end of financial year – 1,568 6 1,574

Right-of-use assets acquired under leasing arrangements are presented together with the owned assets
of the same class. Details of such leased assets are disclosed in Note 21(a).

In 2022, a property was transferred to investment properties as it was no longer used by the Group and
now leased to third parties.

144 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Details of major properties of the Group under property, plant and equipment are as follows:

Approximate
Description land area
and (in sq.
Location existing use metres) Tenure Carrying amount
2023 2022
$’000 $’000
Singapore
3 Senoko Way Office, 27,638 30 years leasehold 53,880 55,013
factory and with effect from April
warehouses 1994 with an option
to renew for a further
30 years

Cambodia
No. 385, Tachet, Office, 92,769 50 years leasehold 28,688 29,948
Beung Thom, Posenchey, factory and with effect from March
Phnom Penh, Cambodia warehouse 2014 with an option
to renew for a further
50 years

Indonesia
Suryacipta City of Industry, Industrial 147,286 30 years lease 23,311 23,682
Jalan Surya Utama, land for perpetually renewable
Kav I-65D1-D10 Karawang, factory use at a nominal cost
Jawa Barat 41363, Indonesia

The People’s Republic of China

1 Southwest Street, Factory and 25,333 Leasehold expiring in 6,860 7,343
Sanshui District, trading depot year 2060
Foshan, Guangdong

Malaysia
Lot No.66134 & 154475, Factory and 29,428 Leasehold expiring in 66 77
Jalan Jelapang, Jelapang trading depot year 2033 and 2048
Industrial Area, respectively
Ipoh, Perak, Malaysia

Lot No.65644, Jalan Jelapang, Factory and 20,334 Leasehold expiring in

Jelapang Industrial Area, trading depot year 2033
Ipoh, Perak, Malaysia

Lot No.154474, Jalan Jelapang, Factory and 6,101 Leasehold expiring in

Jelapang Industrial Area, trading depot year 2048 1,038 1,066
Ipoh, Perak, Malaysia

Lot No.1427, Jalan Jelapang, Factory and 5,299 Leasehold expiring in

Jelapang Industrial Area, trading depot year 2894
Ipoh, Perak, Malaysia

Refreshing Asian Goodness 145

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Details of major properties of the Group under property, plant and equipment are as follows (continued):

Approximate
Description land area
and (in sq.
Location existing use metres) Tenure Carrying amount
2023 2022
$’000 $’000
Malaysia (Continued)
No. 7 Jalan Tandang, Office, 11,635 Leasehold expiring in 986 1,139
Petaling Jaya, Selangor, factory and year 2058
Malaysia trading depot

No. 121 & 191, Jalan Utas, Factory and 39,775 Leasehold expiring in 4,381 4,886
Shah Alam, Selangor, trading depot year 2073 and 2074
Malaysia respectively

Lot PTD 90047, 6th Miles, Office, 27,757 Freehold 1,737 1,908
Jalan Kota Tinggi, Pandan, Johor warehouse,
Bahru, Johor, Malaysia factory and
trading depot

PLO 247, Jalan Gangsa, Pasir Industrial 24,232 Leasehold expiring in 3,131 3,564
Gudang Industrial Estate, building and year 2050
Johor, Malaysia land

Lot 764, Mukim Bukit Raja, Office and 17,052 Freehold 8,316 9,152
Shah Tempat Padang Jawa, warehouse
Daerah Petaling, Malaysia
132,394 137,778

21. LEASES

Nature of the Group’s leasing activities – The Group as a lessee

Leasehold land and buildings

The Group has made upfront payments to secure the right-of-use of leasehold land for its manufacturing
and warehousing operations. The Group and the Company lease office space for the purpose of back office
operations. The Group leases warehouses for warehouse operations. These leasehold land and buildings
are recognised within property, plant and equipment (Note 20).

The Group and the Company also makes annual lease payments for a leasehold land and the leasehold
property is rented out to certain subsidiaries and regarded as owner-occupied by the Group. The leasehold
property is classified as property, plant and equipment (Note 20) and investment properties (Note 19) by
the Group and the Company respectively.

There are no externally imposed covenants on these lease arrangements.

Equipment and vehicles

The Group leases equipment for use in its back office operations and vehicles for its delivery and logistics
operations.

146 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

21. LEASES (CONTINUED)

Nature of the Group’s leasing activities – The Group as a lessee (Continued)

(a) Carrying amounts

ROU assets classified within property, plant and equipment

The Group
2023 2022
$’000 $’000
Leasehold land and buildings 99,499 103,331
Plant and machinery, furniture and fittings 133 2,429
Motor vehicles and trucks 2,785 1,850
Total 102,417 107,610

ROU assets classified within investment properties

The right-of-use assets of the Group and the Company relating to the leasehold land presented
under investment properties (Note 19) of the Group and the Company are stated at fair value and
have carrying amounts at balance sheet date of $38,434,000 and $81,733,000 (2022: $38,564,000
and $80,295,000) respectively.

(b) Depreciation charge during the year

The Group
2023 2022
$’000 $’000
Leasehold land and buildings 4,274 4,848
Plant and machinery, furniture and fittings 434 256
Motor vehicles and trucks 1,296 1,067
Total 6,004 6,171

(c) Interest expense

The Group
2023 2022
$’000 $’000
Interest expense on lease liabilities (Note 7) 766 589

Refreshing Asian Goodness 147

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

21. LEASES (CONTINUED)

Nature of the Group’s leasing activities – The Group as a lessee (Continued)

(d) Lease expense not capitalised in lease liabilities

The Group
2023 2022
$’000 $’000
Lease expense – short-term leases 1,789 2,175
Lease expense – low-value leases 158 223
Total (Note 7) 1,947 2,398

(e) Total cash outflow of the Group for all the leases in 2023 was $4,940,000 (2022: $5,246,000).

(f) Addition of ROU assets of the Group during the financial year 2023 was $4,169,000
(2022: $5,086,000).

(g) Future cash outflow which are not capitalised in lease liabilities

Extension options

Extension and termination options are included in a number of equipment leases across the group.
Local teams are responsible for managing their leases and, accordingly, lease terms are negotiated
on an individual basis and contain a wide range of different terms and conditions. Extension and
termination options are included, when possible, to provide local management with greater flexibility
to align its need for access to equipment with the fulfilment of customer contracts. The individual
terms and conditions used vary across the group.

The majority of extension and termination options held are exercisable only by lessee and not by the
respective lessors. In cases in which lessee is not reasonably certain to use an optional extended
lease term, payments associated with the optional period are not included within lease liabilities.

Nature of the Group’s leasing activities – The Group as a lessor

The Group has leased out investment properties to non-related parties for monthly lease payments. These
leases are classified as operating leases because the risk and rewards incidental to ownership of the
assets are not substantially transferred.

Rental income from investment properties are disclosed in Note 19.

Nature of the Group’s leasing activities – The Group as an intermediate lessor

Subleases – classified as operating leases

The Group acts as an intermediate lessor under arrangements in which it subleases offices, warehouses
and apartments for monthly lease payments. The sublease periods do not form a major part of the
remaining lease terms under the head leases and accordingly, the sub-leases are classified as operating
leases.

Income from subleasing the offices, warehouses and apartments recognised during 2023 was $9,032,000
(2022: $9,108,000).

148 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

21. LEASES (CONTINUED)

Nature of the Group’s leasing activities – The Group as an intermediate lessor (Continued)

Subleases – classified as operating leases (Continued)

Undiscounted lease payments from the operating leases to be received after the reporting date are as
follows:

The Group
2023 2022
$’000 $’000
Not later than one year 6,360 6,244
One to not later than two years 6,459 6,513
Two to not later than three years 6,573 6,534
Three to not later than four years 6,711 6,829
Four to not later than five years 6,692 3,845
Later than five years 3,751 2,141
Total undiscounted lease payments 36,546 32,106

22. INTANGIBLE ASSETS

The Group
Note 2023 2022
$’000 $’000
Composition:
Goodwill (a) – –
Trademark licence and bottling right (b) 3,109 3,315
Computer software licences (c) 1,045 1,112
4,154 4,427

(a) Goodwill arising on consolidation

The Group
2023 2022
$’000 $’000
Cost
Beginning and end of financial year 5,361 5,361

Accumulated impairment losses

Beginning and end of financial year (5,361) (5,361)
Net book value – –

Goodwill is allocated to the Group’s cash-generating units (“CGUs”) identified within the consumer
food and beverage products business segment in the People’s Republic of China.

The goodwill in the CGUs was fully impaired in 2008.

Refreshing Asian Goodness 149

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

22. INTANGIBLE ASSETS (CONTINUED)

(b) Trademark licence and bottling right

The Group
2023 2022
$’000 $’000
Cost
Beginning and end of financial year 4,122 4,122

Accumulated amortisation
Beginning of financial year (807) (600)
Amortisation charge (206) (207)
End of financial year (1,013) (807)
Net book value 3,109 3,315

(c) Computer software licences

The Group
2023 2022
$’000 $’000
Cost
Beginning and end of financial year 1,341 1,341

Accumulated amortisation
Beginning of financial year (229) (162)
Amortisation charge (67) (67)
End of financial year (296) (229)
Net book value 1,045 1,112

(d) Amortisation expense on intangible assets included in the consolidated statement of

comprehensive income is analysed as follows:

The Group
2023 2022
$’000 $’000
Cost of sales 206 207
Administrative expenses 67 67
Total (Note 7) 273 274

23. DEFERRED INCOME TAXES

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current income tax assets against current income tax liabilities, and when the deferred income taxes relate
to the same fiscal authority.

The Group has adopted Amendments to SFRS(I)1-12 Deferred tax related to Assets and Liabilities arising
from a Single Transaction from 1 January 2023. Refer to Note 2.1(i).

150 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

23. DEFERRED INCOME TAXES (CONTINUED)

The amounts, determined after appropriate offsetting, are shown on the balance sheets as follows:

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Deferred income tax assets (3,003) (3,531) – –
Deferred income tax liabilities 7,318 6,157 1,637 377
Net deferred income tax liabilities 4,315 2,626 1,637 377

The movements in deferred income tax assets and liabilities (prior to offsetting of balances within the
same tax jurisdiction) are as follows:

Deferred income tax liabilities

Accelerated
tax Fair value Right-of-
depreciation gains-net use asset Total
$’000 $’000 $’000 $’000
The Group
2023
Beginning of financial year 7,351 4,045 2,447 13,843
Currency translation differences (397) (252) (42) (691)
Debited/(Credited) to profit or loss 1,699 345 (170) 1,874
End of financial year 8,653 4,138 2,235 15,026
2022
Beginning of financial year, as restated** 7,434 4,042 1,896 13,372
Currency translation differences (371) (315) 3 (683)
Debited to profit or loss 288 43 548 879
Charged to other comprehensive income – 275 – 275
End of financial year 7,351 4,045 2,447 13,843

Deferred income tax assets

Unutilised
capital
allowances Lease
and tax losses Provisions liabilities Total
$’000 $’000 $’000 $’000
The Group
2023
Beginning of financial year (4,924) (3,118) (3,175) (11,217)
Currency translation differences 263 180 45 488
Debited/(Credited) to profit or loss 103 (130) 45 18
End of financial year (4,558) (3,068) (3,085) (10,711)

** See note 2.1(i)

Refreshing Asian Goodness 151

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

23. DEFERRED INCOME TAXES (CONTINUED)

Deferred income tax assets (Continued)

Unutilised
capital
allowances Lease
and tax losses Provisions liabilities Total
$’000 $’000 $’000 $’000
The Group
2022
Beginning of financial year,
as restated** (4,458) (2,564) (2,815) (9,837)
Currency translation differences 205 134 (5) 334
Debited/(Credited) to profit or loss (671) (688) (355) (1,714)
End of financial year (4,924) (3,118) (3,175) (11,217)

** See note 2.1(i)

Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the
extent that realisation of the related tax benefits through future taxable profits is probable. The Group
has unrecognised tax losses of $26,778,000 (2022: $30,320,000) and unrecognised capital allowances
of $474,000 (2022: $1,584,000) at the balance sheet date with varying expiry dates which can be carried
forward and used to offset against future taxable income subject to meeting certain statutory requirements
by those companies with unrecognised tax losses and capital allowances in their respective countries
of incorporation. Tax losses of $26,778,000 will expire between 2024 and 2033 (2022: tax losses of
$30,320,000 will expire between 2023 and 2032).

Deferred income tax liabilities of $7,738,000 (2022: $7,226,000) have not been recognised for the
withholding and other taxes that will be payable on the earnings of overseas subsidiaries when remitted to
the holding company. These unremitted earnings are permanently reinvested and amount to $25,792,000
(2022: $24,086,000) at the balance sheet date.

Deferred income tax liabilities

Accelerated
tax
depreciation
$’000
The Company
2023
Beginning of financial year 377
Debited to profit or loss 1,260
End of financial year 1,637
2022
Beginning of financial year 408
Credited to profit or loss (31)
End of financial year 377

152 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

24. TRADE AND OTHER PAYABLES

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Trade payables
– Non-related parties 20,166 20,862 – –
– An associated company 211 97 – –
20,377 20,959 – –
Other payables
– Non-related parties 10,220 10,130 514 409
– Subsidiaries – – 1,990 1,140
– Related party – 100 – –
10,220 10,230 2,504 1,549
Accruals for operating expenses 32,012 27,793 1,431 1,125
62,609 58,982 3,935 2,674

Other payables to non-related parties and subsidiaries are unsecured, interest-free and repayable on
demand.

As at 31 December 2023, an amount of $928,000 (2022: $701,000) in relation to accruals for purchase
of property, plant and equipment have been included in other payables and accruals.

As at 31 December 2023, an amount of $651,000 (2022: $726,000) for contract liabilities have been
included in the amount of other payables.

25. LEASE LIABILITIES

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Current 1,939 1,619 303 280
Non-current 15,272 15,868 13,430 13,015
17,211 17,487 13,733 13,295

The exposure of the Group and of the Company to interest rate changes and the contractual repricing
dates at the balance sheet date are as follows:

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Not later than one year 1,939 1,619 303 280
Between one to five years 3,135 3,807 1,293 1,193
Later than five years 12,137 12,061 12,137 11,822
17,211 17,487 13,733 13,295

Refreshing Asian Goodness 153

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

25. LEASE LIABILITIES (CONTINUED)

Reconciliation of lease liabilities arising from financing activities:

The Group
Lease
liabilities
$’000
Balance as at 1 January 2023 17,487
Financing cash flows
Principal payment of lease liabilities (2,272)
Interest paid (721)
Total financing cash flows (2,993)
Non-cash changes
Additions during the year 3,685
Terminated during the year (1,606)
Interest expense 766
Currency translation differences (128)
Total non-cash changes 2,717
Balance as at 31 December 2023 17,211

The Group
Lease
liabilities
$’000
Balance as at 1 January 2022 15,746
Financing cash flows
Principal payment of lease liabilities (2,404)
Interest paid (444)
Total financing cash flows (2,848)
Non-cash changes
Additions during the year 4,127
Terminated during the year (29)
Interest expense 589
Currency translation differences (98)
Total non-cash changes 4,589
Balance as at 31 December 2022 17,487

26. PROVISIONS FOR OTHER LIABILITIES AND CHARGES

The amount recognised in the Group’s balance sheet for defined benefit plans is analysed as follows:

The Group
2023 2022
$’000 $’000
Present value of unfunded obligations/liabilities recognised in the
balance sheet 1,895 2,014

154 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

26. PROVISIONS FOR OTHER LIABILITIES AND CHARGES (CONTINUED)

The retirement benefit plans are not funded. There are no plan assets or actual returns on plan assets.

As of 31 December 2023 and 2022, the provision for retirement benefits consists of non-contributory
unfunded retirement benefits schemes for employees in Malaysia and Indonesia who are eligible under
labour laws or collective bargaining agreements.

Movements in provision for retirement benefits are as follows:

The Group
2023 2022
$’000 $’000
Beginning of financial year 2,014 2,006
Currency translation differences (125) (128)
Charged to profit or loss (Note 8):
– Current service cost 104 120
– Interest cost 94 86
198 206
Credited to other comprehensive income:
Actuarial gain arising from remeasurements:
– Demographic assumptions (2) –
– Financial assumptions 91 (94)
– Experience adjustment 38 97
127 3
Benefits paid (319) (73)
End of financial year 1,895 2,014

The significant weighted actuarial assumptions used were as follows:

2023 2022
% %
Discount rate 4.8 5.3
Salary growth rate 4.8 4.6

The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumption on the defined benefit obligation as at the end of the reporting period, assuming
all other assumptions were held constant:

The Group
(Decrease)/Increase in
defined benefit obligations
2023 2022
$’000 $’000
Discount rate
– Increase by 1% (151) (152)
– Decrease by 1% 162 162
Salary growth rate
– Increase by 1% 170 172
– Decrease by 1% (160) (164)

Refreshing Asian Goodness 155

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

26. PROVISIONS FOR OTHER LIABILITIES AND CHARGES (CONTINUED)

The above sensitivity analysis is based on a change in assumption while holding all other assumptions
constant. The methods and types of assumptions used in preparing the sensitivity analysis did not change
when compared to previous period.

The weighted average duration of the defined benefit obligation is 8 years (2022: 8 years) and expected
maturity analysis of undiscounted retirement benefits is as follows:

The Group
2023 2022
$’000 $’000
Less than one year 128 226
Between one and five years 654 921
More than five years 1,950 892
2,732 2,039

27. SHARE CAPITAL

Number of
ordinary
shares for Amount
issued share of share
capital capital
’000 $’000
31 December 2023
Beginning of financial year 602,882 247,955
Issue of new share pursuant to Scrip Dividend Scheme 15,738 10,387
End of financial year 618,620 258,342
31 December 2022
Beginning of financial year 590,663 237,814
Issue of new share pursuant to Scrip Dividend Scheme 12,219 10,141
End of financial year 602,882 247,955

All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary
shares carry one vote per share and carry a right to dividends as and when declared by the Company.

156 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

27. SHARE CAPITAL (CONTINUED)

Yeo Hiap Seng Limited Share Incentive Plan

Yeo Hiap Seng Limited Share Incentive Plan (“The Plan”) is an omnibus share incentive scheme which
amalgamates a share option plan component and a performance share plan component. Participants
will be selected at the sole discretion of the Committee from eligible categories of persons comprising
(i) Group employees who hold such rank as may be designated by the Committee from time to time,
(ii) non-executive directors who, in the opinion of the Committee, have contributed or will contribute to the
success of the Group; and (iii) associated company employees who hold such rank as may be designated
by the Committee from time to time and who, in the opinion of the Committee, have contributed or will
contribute to the success of the Group. Persons who are the Company’s controlling shareholders or their
associates (as those terms are defined in the Listing Manual of the Singapore Exchange Securities Trading
Limited) will not be eligible to participate in the Plan.

The aggregate number of new shares which may be issued pursuant to options and/or awards granted
under the Plan on any date, when added to the number of new shares issued and issuable in respect
of all options and awards granted under the Plan, shall not exceed 10% of the total number of issued
shares (excluding treasury shares and subsidiary holdings) on the day preceding that date. Unless earlier
terminated or extended with the approval of the shareholders of the Company, the Plan will continue in
force, at the discretion of the Committee, for a maximum period of 10 years commencing on the date of
its adoption.

Under the share option plan component, an option granted pursuant to the Plan represents a right to
acquire ordinary shares in the Company at the exercise price per share applicable to the option. The
exercise price per share is fixed at the time of the grant of the option and may be set at the market price, or
at a discount to the market price, or at the market price subject to adjustment with a discount if prescribed
performance conditions are met, or at a premium to the market price. The maximum discount which may
be given in respect of that Option shall not exceed 20% of the exercise price in respect of that option.

Under the performance share plan component, an award granted represents a contingent right to receive
fully paid ordinary shares in the Company, their equivalent cash value or combinations thereof, free of
charge, provided that prescribed performance targets (if any) are met and upon expiry of the prescribed
vesting periods.

Subject to the Plan size and the individual and collective limits applicable to associates under the Plan,
the number of shares that will be comprised in an option or award, and the terms thereof, including any
vesting or other conditions, will be determined by the Committee at its sole discretion having regard to
various factors such as (but not limited to) the participant’s rank, job performance, years of service and
potential for future development and his contribution to the success and development of the Group.

Refreshing Asian Goodness 157

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

27. SHARE CAPITAL (CONTINUED)

Yeo Hiap Seng Limited Share Incentive Plan (Continued)

The person to whom the awards have been granted has no right to participate by virtue of the award in
share issue of any other company.

There was no grant of awards made pursuant to the Plan in 2023.

No share option has been granted under the Plan in 2023.

28. CAPITAL RESERVE

Capital reserve of the Group arises from the consolidation of a subsidiary.

29. OTHER RESERVES

(a) Composition:

The Group
2023 2022
$’000 $’000
Property revaluation reserve 5,690 5,690
Fair value reserve (8,159) (2,015)
Foreign currency translation reserve (37,224) (23,964)
General reserve (38,418) (38,418)
(78,111) (58,707)

(b) Movements:

The Group
2023 2022
$’000 $’000
(i) Property revaluation reserve
Beginning of financial year 5,690 3,219
Revaluation gains (Note 20) – 2,752
Tax on revaluation gains (Note 9(c)) – (275)
Transfer to retained profits on realisation – (6)
End of financial year 5,690 5,690

(ii) Fair value reserve

Beginning of financial year (2,015) (1,723)
Fair value losses (6,144) (292)
End of financial year (8,159) (2,015)

158 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

29. OTHER RESERVES (CONTINUED)

(b) Movements: (Continued)

The Group
2023 2022
$’000 $’000
(iii) Foreign currency translation reserve
Beginning of financial year (23,964) (8,910)
Net currency translation differences of financial
statements of foreign subsidiaries, associated
companies and a joint venture (13,260) (15,054)
End of financial year (37,224) (23,964)

(iv) General reserve

Beginning of financial year (38,418) (38,415)
Transfer to retained profits on realisation – (3)
End of financial year (38,418) (38,418)

Other reserves are non-distributable. General reserve primarily arose from the acquisition of non-controlling
interests in a subsidiary in 2013.

30. DIVIDENDS

The Group
2023 2022
$’000 $’000
Ordinary dividends paid
Final dividend paid in respect of the previous financial year of 2 cents
(2022: 2 cents) per share, tax exempt (1-tier)
– new shares issued 10,387 10,141
– cash 1,671 1,672
12,058 11,813

The directors have proposed a final dividend of 2 cents per ordinary share, tax exempt (1-tier) amounting
to $12,372,000 (2022: $12,058,000) for approval by shareholders at the forthcoming annual general
meeting to be convened for the financial year ended 31 December 2023.

These financial statements do not reflect the proposed final dividend, which will be accounted for in
shareholders’ equity as an appropriation of retained profits in the financial year ending 31 December 2024.

Refreshing Asian Goodness 159

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

31. LITIGATIONS

In 2020, a wholly-owned indirect subsidiary in Malaysia, Yeo Hiap Seng Trading Sdn Bhd (“YHS Trading”),
was served with three Writs of Summonses (“Sengjaya’s Writs”), filed in Malaysia, claiming in aggregate
Malaysian Ringgit (“MYR”) 13.7 million, after YHS Trading had terminated its non-exclusive distribution
agreements with the Sengjaya group of companies (“Sengjaya”). YHS Trading had filed its defences and
served its Writs of Summonses (“YHS’ Writs”) on Sengjaya and applied for summary judgments for YHS’
Writs and to strike out Sengjaya’s Writs.

In 2021, the High Court of Malaya at Shah Alam (“the High Court”) had awarded the cases in favour of
YHS Trading in all the lawsuits. Sengjaya had since appealed. In August 2022, Sengjaya’s appeals were
dismissed by the Court of Appeal.

In 2022, YHS Trading received MYR 4.7 million from Sengjaya for the judgements awarded by the High
Court. The Group has recognised write-back of impairment on trade receivables of MYR 4.7 million ($1.5
million) in the comprehensive income statement for the full year ended 31 December 2022.

In January 2023, Sengjaya filed a new application against YHS Trading to stop any further or pending
execution proceedings on one of the summary judgements. In May 2023, Sengjaya’s application was
dismissed by the Court.

On 12 July 2023, Sengjaya filed a new, similar, application against YHS Trading to stop any further or
pending execution proceedings on the same summary judgement. The case hearing date has yet to be
fixed.

As at 31 December 2023, the case hearing date has fixed on 26 February 2024.

32. COMMITMENTS

Capital commitments

Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements
are as follows:

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Capital commitments in respect of
purchase and construction of property,
plant and equipment approved and
contracted for 1,545 1,815 25 219

33. FINANCIAL RISK MANAGEMENT

Financial risk factors

The Group’s activities expose it to market risk (including currency risk, interest rate risk and price risk),
credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse
effects from the unpredictability of financial markets on the Group’s financial performance. The Group
uses financial instruments such as currency forwards to manage certain financial risk exposures.

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk
management for the Group.

160 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(a) Market risk

(i) Currency risk

The Group operates in a number of countries with dominant operations in Singapore,

Malaysia, Cambodia, Indonesia and the People’s Republic of China. Sale and purchase
transactions between the companies in the Group are mainly denominated in Singapore
Dollar and United States Dollar.

Whenever possible, in their respective dealings with non-related parties, the companies in
the Group would use their respective functional currencies, to minimise foreign currency risk.

Currently, the Group will try to manage its currency exposures by having natural hedges
between its foreign currency receivables and payables.

The Group’s currency exposures are as follows:

SGD equivalent
SGD USD HKD RMB RM IDR EUR Other^^^ Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
At 31 December 2023
Financial assets
Cash and cash equivalents 27,585 13,143 886 16,135 6,041 321 – 30 64,141
Trade and other
receivables^ 22,559 4,823 490 2,996 28,792 4,700 – 174 64,534
Intra-group balances 183,125 63,732 – 7,591 47,921 4 – – 302,373
Financial assets, at
amortised costs 136,191 39,788 – – – – – – 175,979
Financial assets, at FVPL – 1,784 – – – – – – 1,784
Financial assets, at FVOCI 7,254 1,793 5,592 – – – 216 26 14,881
376,714 125,063 6,968 26,722 82,754 5,025 216 230 623,692
Financial liabilities
Intra-group balances (183,125) (63,732) – (7,591) (47,921) (4) – – (302,373)
Lease liabilities (14,649) (277) (156) – (2,126) – – (3) (17,211)
Trade and other payables^^ (17,757) (7,704) (443) (4,005) (29,947) (2,090) (10) (2) (61,958)
(215,531) (71,713) (599) (11,596) (79,994) (2,094) (10) (5) (381,542)

Net financial assets 161,183 53,350 6,369 15,126 2,760 2,931 206 225 242,150
Less: Net financial assets
denominated in the
respective entities’
functional currencies (176,599) (37,589) (776) (15,158) (2,791) (2,931) – 3
Currency exposure (15,416) 15,761 5,593 (32) (31) – 206 228

Refreshing Asian Goodness 161

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(a) Market risk (Continued)

(i) Currency risk (Continued)

The Group’s currency exposures are as follows (continued):

SGD equivalent
SGD USD HKD RMB RM IDR EUR Other^^^ Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
At 31 December 2022
Financial assets
Cash and cash equivalents 153,744 37,023 2,071 16,345 5,068 834 – 34 215,119
Trade and other
receivables^ 25,691 5,523 579 2,783 29,252 3,496 – 414 67,738
Intra-group balances 174,028 70,801 – 7,734 53,300 612 – – 306,475
Financial assets, at FVPL – 3,442 – – – – – – 3,442
Financial assets, at FVOCI 7,009 1,966 11,841 – – – 178 31 21,025
360,472 118,755 14,491 26,862 87,620 4,942 178 479 613,799
Financial liabilities
Intra-group balances (174,028) (70,801) – (7,734) (53,300) (612) – – (306,475)
Lease liabilities (14,711) (207) (46) (1,825) (695) – – (3) (17,487)
Trade and other
payables^^ (15,710) (6,162) (413) (5,276) (12,598) (18,073) (7) (17) (58,256)
(204,449) (77,170) (459) (14,835) (66,593) (18,685) (7) (20) (382,218)

Net financial assets/

(liabilities) 156,023 41,585 14,032 12,027 21,027 (13,743) 171 459 231,581
Less: Net financial
(assets)/liabilities
denominated in the
respective entities’
functional currencies (176,922) (34,723) (2,190) (12,110) (21,156) 13,743 – 3
Currency exposure (20,899) 6,862 11,842 (83) (129) – 171 462

162 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(a) Market risk (Continued)

(i) Currency risk (Continued)

The Company’s currency exposures are as follows:

SGD
equivalent
USD
$’000
At 31 December 2023
Financial assets
Other receivables ^ 25

At 31 December 2022
Financial assets
Other receivables ^ 25

Legend:

SGD – Singapore Dollar

USD – United States Dollar
HKD – Hong Kong Dollar
RMB – Chinese Renminbi
RM – Malaysian Ringgit
IDR – Indonesian Rupiah
EUR – Euro
^
– Exclude prepayments and deposits for property, plant and equipment
^^
– Exclude contract liabilities
^^^
– Other currencies are individually insignificant

Refreshing Asian Goodness 163

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(a) Market risk (Continued)

(i) Currency risk (Continued)

If the USD and HKD had changed against the SGD by 2% (2022: 2%) and 2% (2022: 2%)
respectively with all other variables including tax rate being held constant, the effects arising
from the net financial asset/(liability) position that are exposed to currency risk would have
been as follows:

Increase/(Decrease)
in net profit
2023 2022
$’000 $’000
The Group
USD against SGD
– strengthened 262 114
– weakened (262) (114)

HKD against SGD

– strengthened 93 197
– weakened (93) (197)

The currency risk analysis for RMB, EUR, RM and IDR is insignificant to the Group as the net
financial assets/(liabilities) in these currencies are mainly recorded in the respective entities’
functional currencies, resulting in minimal currency exposures.

The currency risk analysis for USD is insignificant to the Company.

164 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(a) Market risk (Continued)

(ii) Price risk

The Group was exposed to securities price risk arising from other financial assets listed in
Singapore, United States of America, Hong Kong, Europe and Japan. If weighted average
prices of the Group’s securities listed in Singapore, United States of America, Hong Kong,
Europe and Japan had changed by 4.3% (2022: 7.2%), 0.1% (2022: 4.4%), 22.8% (2022:
3.1%), 5.3% (2022: 2.1%) and 9.6% (2022: 1.9%) respectively with all other variables
including tax rate being held constant, the effects on other comprehensive income would
have been:

Increase/(Decrease)
2023 2022
Other Other
comprehensive comprehensive
income income
$’000 $’000
The Group
Listed in Singapore
– increased by 311 503
– decreased by (311) (503)

Listed in USA
– increased by 2 86
– decreased by (2) (86)

Listed in Hong Kong

– increased by 1,274 369
– decreased by (1,274) (369)

Listed in Europe
– increased by 11 4
– decreased by (11) (4)

Listed in Japan
– increased by 3 1
– decreased by (3) (1)

Refreshing Asian Goodness 165

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(a) Market risk (Continued)

(iii) Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk
that the fair value of a financial instrument will fluctuate due to changes in market interest
rates.

The Group places cash in excess of operating requirements mainly in SGD fixed deposits with
financial institutions. If SGD interest rates had increased/decreased by 0.5% (2022: 0.5%)
with other variables including tax rate being held constant, the effects on net profit would
have been as follows:

Increase/(Decrease)
in net profit
2023 2022
$’000 $’000
The Group
SGD interest rate
– strengthened 674 622
– weakened (674) (622)

The Company
SGD interest rate
– strengthened 100 34
– weakened (100) (34)

There were no outstanding borrowings in 2023 and 2022.

(b) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Group. For trade receivables, the Group adopts the policy of dealing only
with customers of appropriate credit history. For other financial assets, the Group adopts the policy
of dealing only with high credit quality counterparties.

To minimise credit risk for trade receivables, management ensures that proper credit evaluation is
done on potential customers, and that proper approvals have been obtained for the determination
of credit limits. Management monitors the status of outstanding debts and ensures that follow-up
action is taken to recover the overdue amounts.

166 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(b) Credit risk (Continued)

As the Group obtains bankers’ guarantees and cash deposits from certain customers, the maximum
exposure to credit risk of these financial instruments for the Group and the Company is the carrying
amount presented on the balance sheet. The exposure to credit risk for the remaining trade
receivables of the Group is as follows:

The Group
2023 2022
$’000 $’000
By geographical areas
Singapore 9,099 13,911
Malaysia 27,721 27,313
Cambodia and Vietnam 279 843
China and Hong Kong 647 647
North America 2,000 3,397
Indonesia 4,124 2,843
Europe 1,621 1,115
Other countries 277 410
Trade receivables – net (Note 12) 45,768 50,479
Less: Amounts covered by bankers’ guarantees and
cash deposits (10,312) (9,327)
Maximum exposure to credit risk for trade receivables 35,456 41,152

By types of customers
Consumer food and beverage products
Related parties 95 129
Non-related parties:
– Supermarkets, minimart chains, provision shops and
gas stations 12,807 12,975
– Hotels, bars/pubs, restaurants, food courts and coffee shops 1,429 1,324
– Wholesalers and distributors 29,491 28,951
– Vending sales 73 183
– Other 1,873 6,917
45,768 50,479

Refreshing Asian Goodness 167

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(b) Credit risk (Continued)

Movements in credit loss allowance on trade receivables:

The Group
2023 2022
$’000 $’000
Beginning of financial year 576 2,213
– Currency translation differences (36) (77)

Loss allowance recognised in profit or loss during the year on:

– Assets originated 1,899 366
– Reversal of unutilised amounts (1,435) (1,888)
464 (1,522)
– Allowance utilised (103) (38)
End of financial year 901 576

(i) Trade receivables

The Group uses a provision matrix to measure the lifetime expected credit loss allowance
for trade receivables.

In measuring the expected credit losses, trade receivables are grouped based on shared
credit risk characteristics. In calculating the expected credit loss rates, the Group considers
historical loss rates for each geographic region of customers and adjusts to reflect current
and forward-looking macroeconomic factors affecting the ability of the customers to settle the
receivables. The Group has identified the sector default risk rate of the countries in which it
sells goods and services to be the most relevant factors, and accordingly adjusts the historical
loss rates if there are significant changes in these factors.

Trade receivables are written off when there is no reasonable expectation of recovery, such
as a debtor failing to engage in a repayment plan with the Group. The Group considers a
financial asset as doubtful if the counterparty fails to make contractual payments within 90
days when they fall due, and provides full credit loss allowance for the financial asset when
a debtor fails to make contractual payments greater than 120 days past due if there are no
strong indicators of recoverability. Where receivables are written off, the Group continues to
engage in enforcement activity to attempt to recover the receivables due. Where recoveries
are made, these are recognised in profit or loss.

168 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(b) Credit risk (Continued)

(i) Trade receivables (Continued)

The Group’s credit risk exposure in relation to trade receivables under SFRS(I) 9 are set out
in the provision matrix as follows:

The Group
Weighted
average Net carrying Credit loss
loss rate amount* allowance
% $’000 $’000
31 December 2023
By geographical areas
Singapore 1.8% 9,099 166
Malaysia 2.2% 20,604 461
Cambodia and Vietnam – 279 –
China and Hong Kong 1.9% 639 12
North America 13.1% 2,000 262
Indonesia – – –
Europe – 1,621 –
Other countries – 250 –
34,492 901
31 December 2022
By geographical areas
Singapore 1.0% 13,911 133
Malaysia 2.2% 20,304 442
Cambodia and Vietnam – 801 –
China and Hong Kong 0.2% 639 1
North America – 3,397 –
Indonesia – 575 –
Europe – 1,115 –
Other countries – 410 –
41,152 576

* Excluding trade receivables covered by collaterals.

There is no concentration of customers’ credit risk for the Group.

Refreshing Asian Goodness 169

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(b) Credit risk (Continued)

(ii) Cash and cash equivalents

Cash and cash equivalents are mainly deposits with banks with high credit-ratings assigned
by international credit-rating agencies and are subject to immaterial credit loss.

(iii) Other receivables and loans to subsidiaries

The Group held other receivables from non-related parties, related parties and loans to
a non-related party of $17,115,000 (2022: $15,112,000), and the Company held other
receivables from non-related parties, loans to a non-related party and subsidiaries of
$72,135,000 (2022: $73,977,000) and non-current loans to subsidiaries (net of impairment)
of $44,618,000 (2022: $44,618,000).

Impairment on these balances has been measured on the twelve month expected credit loss
basis which reflects the low credit risk of exposures. The amount of the allowance on these
balances is insignificant.

(c) Liquidity risk

The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents to finance
the Group’s operations. In addition to funds generated from its operations, the Group also relies on
adequate amount of committed credit facilities for its working capital requirements.

The table below analyses the maturity profile of financial liabilities of the Group and the Company
into relevant maturity groupings based on the remaining period from the balance sheet to the
contractual maturity dates. The amounts disclosed in the table are the contractual undiscounted cash
flows. Trade and other payables balances due within twelve months equal their carrying amounts
as the impact of discounting is not significant.

Less than Between one More than

one year and five years five years Total
$’000 $’000 $’000 $’000
The Group
At 31 December 2023
Trade and other payables^ (61,958) – – (61,958)
Lease liabilities (2,406) (4,532) (16,568) (23,506)
(64,364) (4,532) (16,568) (85,464)
At 31 December 2022
Trade and other payables ^ (58,256) – – (58,256)
Lease liabilities (2,246) (5,739) (16,567) (24,552)
(60,502) (5,739) (16,567) (82,808)

170 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(c) Liquidity risk (Continued)

Less than Between one More than

one year and five years five years Total
$’000 $’000 $’000 $’000
The Company
At 31 December 2023
Other payables (3,935) – – (3,935)
Lease liabilities (656) (2,624) (16,568) (19,848)
(4,591) (2,624) (16,568) (23,783)
At 31 December 2022
Other payables (2,674) – – (2,674)
Lease liabilities (622) (2,486) (16,325) (19,433)
(3,296) (2,486) (16,325) (22,107)

^ Excluding contract liabilities.

(d) Capital risk

The Group’s objectives when managing capital are to safeguard its ability to continue as a going
concern and to maintain an optimal capital structure so as to maximise shareholders’ value. In order
to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend
payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new
borrowings or sell assets to reduce borrowings.

Management monitors capital based on a gearing ratio. This ratio is calculated as net debt divided
by total capital employed. Net debt is calculated as lease liabilities plus trade and other payables
less cash and cash equivalents and current portion of other financial assets. Where cash holding
exceeds net debt, net debt is considered zero and hence no gearing. Total capital employed is
calculated as equity plus net debt. There were no changes in the Group’s approach to capital
management during the year.

The gearing ratios as at 31 December 2023 and 31 December 2022 are as follows:

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Net debt – – – 7,118
Total equity 556,932 571,427 522,566 515,851
Total capital employed 556,932 571,427 522,566 522,969
Gearing ratio Nil Nil Nil 1%

Refreshing Asian Goodness 171

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(d) Capital risk (Continued)

Neither the Company nor any of its subsidiaries are subject to externally imposed capital
requirements.

(e) Fair value measurements

The following table presents assets and liabilities measured at fair value and classified by level of
the following fair value measurement hierarchy:

(i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(ii) inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

(iii) inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (Level 3).

Level 1 Level 3 Total

$’000 $’000 $’000
The Group
31 December 2023
Assets
Financial assets, at FVPL – 1,784 1,784
Financial assets, at FVOCI 14,881 – 14,881
31 December 2022
Assets
Financial assets, at FVPL – 3,442 3,442
Financial assets, at FVOCI 21,025 – 21,025

The fair values of financial assets traded in active markets are based on quoted market prices
at the balance sheet date. The quoted market price used for financial assets held by the Group
is the current bid price. These investments are included in Level 1.

The fair value of financial instrument that is not traded in an active market is determined by
using the valuation from the latest sales transaction in June 2023.

There were no financial assets measured under Level 2 during the years ended 31 December
2023 and 2022.

172 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

33. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial risk factors (Continued)

(e) Fair value measurements (Continued)

The following table presents the changes in Level 3 instruments:

Unquoted equity
securities
$’000
The Group
2023
Beginning of financial year 3,442
Fair value losses recognised in profit or loss (Note 6) (1,658)
End of financial year 1,784
Total unrealised losses for the period included in profit or
loss for assets held at the end of the financial year (a) (1,658)

The Group
2022
Beginning of financial year 3,557
Fair value losses recognised in profit or loss (Note 6) (115)
End of financial year 3,442
Total unrealised losses for the period included in profit or loss for
assets held at the end of the financial year (a) (115)

(a)
The unrealised losses are presented in “other losses” in the consolidated statement of
comprehensive income.

Valuation techniques and inputs used in Level 3 fair value measurements

Fair value Inter-relationship

as at Significant between key
31 December unobservable unobservable
Description 2023 Valuation technique inputs inputs
($’000)
Unquoted equity $1,784 Market approach using Not Applicable. Not Applicable.
securities (2022: $3,442) Option Pricing Model*
(2022: latest sales
transaction in June 2022)

* Change in valuation technique due to the absence of the recent funding transaction in 2023.

(f) Financial instruments by category

The carrying amount of the different categories of financial instruments are as follows:

The Group The Company

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Financial assets at amortised cost 304,654 282,857 141,232 127,502
Financial liabilities at amortised
cost (79,169) (75,743) (17,668) (15,969)

Refreshing Asian Goodness 173

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

34. IMMEDIATE AND ULTIMATE HOLDING COMPANY

The Company’s immediate and ultimate holding company is Far East Organization Pte. Ltd., incorporated
in Singapore.

35. RELATED PARTY TRANSACTIONS

In addition to information disclosed elsewhere in the financial statements, the following transactions took
place between the Group and related parties during the financial year at terms agreed between the parties:

(a) Sales and purchases of goods and services

The Group
2023 2022
$’000 $’000
Amount billed by Far East Hospitality Real Estate
Investment Trust:
– Purchases of services (1) (2)
– Rental expense (29) (29)
Amount billed to/(by) Sino Land Company Limited Group:
– Sales of goods 293 239
– Purchases of services (16) (11)
Amount billed to/(by) other related parties:
– Sales of goods 688 619
– Purchase of services (593) (710)
– Rental expense (91) (99)
– Reimbursement of expenses/costs 1,228 160
Amount billed to/(by) TM Foods Sdn. Bhd Group.:
– Sales of goods 29 21
– Purchases of goods (2,251) (2,917)
Service/Lease commitment payable to:
– Far East Hospitality Real Estate Investment Trust – (29)
– Other related parties (689) (1,138)

Far East Hospitality Real Estate Investment Trust is a fellow subsidiary of the Company.

Sino Land Company Limited is a shareholder of the Company.

TM Foods Sdn. Bhd. is an associated company of the Group.

Other related parties comprise companies that are controlled or significantly influenced by the
Group’s key management personnel, directors or the shareholders of the Company’s ultimate
holding company.

Outstanding balances at 31 December 2023, arising from sales/purchases of goods and services, are
unsecured and receivable/payable within twelve months from balance sheet date and are disclosed
in Notes 12 and 24 respectively.

1 74 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

35. RELATED PARTY TRANSACTIONS (CONTINUED)

(b) Key management personnel compensation

Key management personnel compensation is as follows:

The Group
2023 2022
$’000 $’000
Wages and salaries 3,611 3,471
Directors’ fees 789 720
Employer’s contribution to defined contribution plans including
Central Provident Fund 140 138
Other short-term employee benefits 318 1,598
4,858 5,927

36. SEGMENT INFORMATION

Management has determined the operating segments based on the reports that are used to make strategic
decisions, allocate resources and assess performance by the Chief Executive Officer (“CEO”).

Based on segment information reported to the CEO, the Group is organised into two main business
segments:

• Consumer food and beverage products

• Others

The consumer food and beverages products segment is the main business of the Group which is principally
in the business of manufacture, sale and distribution of beverages and food products. Revenue of the
segment is primarily derived from sales of beverages and food products and also includes sales of non-food
items the Group carries on the distribution network as well as service fees from extending warehousing
services to non-related parties. The consumer food and beverage products segment operates across
various markets and the CEO assesses performance and makes decisions about resources to be allocated
on an overall segment basis.

Others segment of the Group mainly comprise investment property holding, equity investment holding
and property development.

Revenue from major products, services and others are disclosed in Note 4.

Inter-segment transactions are recorded at their transacted price which is generally at arm’s length.
Segment assets consist primarily of property, plant and equipment, investment properties, intangible
assets, other financial assets, inventories, receivables and operating cash, and exclude current income
tax recoverable, deferred income tax assets and investments in associated companies and a joint venture.
Segment liabilities comprise operating liabilities and exclude items such as current income tax liabilities
and deferred income tax liabilities.

Refreshing Asian Goodness 175

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

36. SEGMENT INFORMATION (CONTINUED)

The segment information provided to the CEO for the reportable segments is as follows:

Consumer food
and beverage
products Others Elimination The Group
$’000 $’000 $’000 $’000
Year ended 31 December 2023
Revenue
– External sales 332,726 16 – 332,742
– Inter-segment sales – 5,419 (5,419) –
332,726 5,435 (5,419) 332,742

Profit/(Loss) from operation (1,969) 14,763 – 12,794

Share of profit of associated
companies and a joint venture 338 – – 338
Segment profit/(loss) (1,631) 14,763 – 13,132
Finance expense (766)
Profit before income tax 12,366
Income tax expense (5,659)
Net profit 6,707

Segment assets 433,272 340,224 (135,190) 638,306

Associated companies and a
joint venture 4,902 – – 4,902
Unallocated assets 4,073
Consolidated total assets 647,281
Segment liabilities 207,256 11,562 (137,103) 81,715
Unallocated liabilities 8,634
Consolidated total liabilities 90,349
Other segment items
Additions to property, plant and
equipment 10,973 – – 10,973
Fair value losses on financial assets
designated as FVPL at initial
recognition – 1,658 – 1,658
Losses on disposal of property,
plant and equipment 1,155 103 – 1,258
Reversal of impairment on property,
plant and equipment (192) – – (192)
Interest income (1,916) (7,757) – (9,673)
Depreciation 16,619 – – 16,619
Amortisation of intangible assets 273 – – 273
Amortisation of capitalised letting fees – 88 – 88
Fair value gains on investment
properties – net – (2,717) – (2,717)
Currency translation loss – net (459) 460 – 1

176 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

36. SEGMENT INFORMATION (CONTINUED)

The segment information provided to the CEO for the reportable segments is as follows (continued):

Consumer food
and beverage
products Others Elimination The Group
$’000 $’000 $’000 $’000
Year ended 31 December 2022
Revenue
– External sales 358,059 17 – 358,076
– Inter-segment sales – 5,928 (5,928) –
358,059 5,945 (5,928) 358,076

Profit/(Loss) from operation (3,479) 10,139 – 6,660

Share of profit of associated
companies and a joint venture 203 – – 203
Segment profit/(loss) (3,276) 10,139 – 6,863
Finance expense (589)
Profit before income tax 6,274
Income tax expense (3,886)
Net profit 2,388

Segment assets 447,854 342,475 (142,639) 647,690

Associated companies and a
joint venture 5,895 – – 5,895
Unallocated assets 4,294
Consolidated total assets 657,879
Segment liabilities 213,103 10,736 (145,356) 78,483
Unallocated liabilities 7,969
Consolidated total liabilities 86,452
Other segment items
Additions to property, plant and
equipment 15,513 – – 15,513
Fair value losses on financial assets
designated as FVPL at initial
recognition – 115 – 115
Gains on disposal of property,
plant and equipment (35) – – (35)
Interest income (537) (2,747) – (3,284)
Depreciation 17,553 – – 17,553
Amortisation of intangible assets 274 – – 274
Amortisation of capitalised letting fees – 71 – 71
Fair value gains on investment
properties – net – (131) – (131)
Currency translation loss – net 543 – – 543

Refreshing Asian Goodness 177

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

36. SEGMENT INFORMATION (CONTINUED)

Geographical information

The Group’s main business segments operate in four main geographical areas:

• Singapore – the Company is headquartered and has operations in Singapore. The operations in this
area are principally investment holding; manufacture, sale, distribution and export of beverages,
food and other products; and provision of vending and warehousing services.

• Malaysia – the operations in this area are principally production, marketing, sale and distribution
of beverages, food and other products.

• Cambodia – the operations in this area are principally production, marketing, sale and distribution
of beverages and food products.

• China – the operations in this area are principally production, marketing, sale and distribution of
beverages, food and other products.

• Other countries – the operations include manufacturing; sale and distribution of beverages and food
products; and investment holding.

With the exception of Singapore, Malaysia and China, no other individual country contributed more than
10% of consolidated sales. Sales are based on the country in which the customer is located. Non-current
assets, comprising investments in associated companies, investment in a joint venture, investment
properties, property, plant and equipment, intangible assets, other financial assets and non-current trade
and other receivables, are shown by the geographical area where the assets are located.

Revenue Non-current assets

2023 2022 2023 2022
$’000 $’000 $’000 $’000
Singapore 77,357 81,828 106,181 118,732
Malaysia 150,392 155,025 90,098 95,857
China 26,347 31,383 24,330 28,609
Other countries 78,646 89,840 65,052 67,545
332,742 358,076 285,661 310,743

37. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

A number of new accounting standards and amendments to standards are effective for annual periods
beginning after 1 January 2023 and earlier application is permitted. However, the Group has not early
adopted the new or amended accounting standards in preparing these financial statements.

(i) Amendments to SFRS(I) 1: Classification of Liabilities as Current or Non-current and Non-current

Liabilities with Covenants

(ii) Amendments to SFRS(I) 1-7 and SFRS(I) 7: Supplier Finance Arrangements

(iii) Amendments to SFRS(I) 16: Lease Liability in a Sale and Leaseback

(iv) Amendments to SFRS (I) 1-21: Lack of Exchangeability

The amendments to SFRS(I)s are not expected to have a significant impact on the Group’s consolidated
financial statements and the Company’s statement of financial position.

178 YEO HIAP SENG LIMITED • Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

38. AUTHORISATION OF FINANCIAL STATEMENTS

These financial statements were authorised for issue in accordance with a resolution of the Board of
Directors of Yeo Hiap Seng Limited on 18 March 2024.

39. LISTING OF SIGNIFICANT COMPANIES IN THE GROUP

Name of company/ Country of

Country of incorporation Principal activities business Equity holding
2023 2022
% %
Significant subsidiaries held by the Company

YHS (Singapore) Pte Ltd Investment holding, manufacture, Singapore 100 100
(Singapore) (1) sale, distribution and export
of beverages, sauces, canned
food and provision of vending,
warehousing services

YHS International Pte Ltd Distribution of food and Singapore 100 100
(Singapore) (1) beverages

YHS Investment Pte Ltd Investment holding Singapore 100 100

(Singapore) (1)

Yeo Hiap Seng Investment Investment holding Singapore – (4) 100

Pte Ltd
(Singapore) (1)

Significant subsidiaries held by subsidiaries

Yeo Hiap Seng (Guangzhou) Distribution of beverages The People’s 100 100
Food & Beverages Ltd Republic of China
(People’s Republic of China) (2)

Yeo Hiap Seng (Guangdong) Manufacture and distribution of The People’s 100 100
Food & Beverages Ltd beverages Republic of China
(People’s Republic of China) (2)

YHS (Cambodia) Food & Manufacture and distribution of Cambodia 100 100
Beverage Pte Ltd food and beverages
(Cambodia) (2)

YHS Hong Kong (2000) Distribution of beverages and Hong Kong 100 100
Pte Limited canned food
(Hong Kong) (2)

YHS Trading (USA) Inc. Distribution of beverages and USA 100 100
(USA) (3) canned food

Refreshing Asian Goodness 179

 NOTES TO THE FINANCIAL STATEMENTS
For The Financial Year Ended 31 December 2023

39. LISTING OF SIGNIFICANT COMPANIES IN THE GROUP (CONTINUED)

Name of company/ Country of

Country of incorporation Principal activities business Equity holding
2023 2022
% %
Significant subsidiaries held by subsidiaries (Continued)

YHS (USA) Inc. Investment holding USA 100 100

(USA) (3)

Yeo Hiap Seng (Malaysia) Production, marketing and sale Malaysia 100 100
Sdn. Bhd. of beverages and food products
(Formerly known as Yeo Hiap
Seng (Malaysia) Berhad)
(Malaysia) (2)

Bestcan Food Technological Production of instant noodles Malaysia 100 100

Industry Sdn Bhd
(Malaysia) (2)

Yeo Hiap Seng (Sarawak) Dormant and property holding Malaysia 100 100
Sdn Bhd
(Malaysia) (2)

Yeo Hiap Seng Trading Distribution of food and Malaysia 100 100
Sdn. Bhd. beverages
(Malaysia) (2)

PT YHS Indonesia Distribution of food Indonesia 100 100

(Indonesia) (2) and beverages

PT Botani Beverage Indonesia Manufacture of food and Indonesia 100 100

(Indonesia) (2) beverages (currently inactive)

Legend:

(1)
Audited by KPMG LLP, Singapore.
(2)
Audited by other member firms of KPMG International.
(3)
Audited by other firms of auditors. The names of the audit firms are as follows:
Companies Name of audit firm
YHS Trading (USA) Inc. MOSS-ADAMS LLP Certified Public Accountants, a member of Moores
YHS (USA) Inc. Rowland International, a professional association of independent
accounting firm
(4)
Subsidiary has ceased operation and has been dormant. The company is in the process of striking
off from the Register pursuant to Section 344A of the Companies Act during the year.

180 YEO HIAP SENG LIMITED • Annual Report 2023

STATISTICS OF SHAREHOLDINGS
As At 1 March 2024

Issued & Fully Paid-up Capital : $258,342,468

No. of Shares Issued : 618,619,603
Class of Shares : Ordinary Shares
Voting Rights : One vote per share
Treasury Shares and Subsidiary Holdings : Nil

DISTRIBUTION OF SHAREHOLDINGS

Size of No. of % of No. of % of

Shareholdings Shareholders Shareholders Shares Shares
1 – 99 575 11.03 15,976 0.00
100 – 1,000 1,503 28.83 785,312 0.13
1,001 – 10,000 2,474 47.46 8,556,997 1.38
10,001 – 1,000,000 648 12.43 28,166,128 4.55
1,000,001 & above 13 0.25 581,095,190 93.94
Total 5,213 100.00 618,619,603 100.00

TWENTY LARGEST SHAREHOLDERS

No. of % of
Name of Shareholders Shares Shares
Far East Organization Pte Ltd 334,412,398 54.06
Far East Spring Pte Ltd 68,925,914 11.14
Transurban Properties Pte Ltd 60,784,947 9.83
Citibank Nominees Singapore Pte Ltd 30,594,265 4.95
Sino Land Company Limited 26,606,338 4.30
OCBC Securities Private Ltd 15,974,322 2.58
DBS Nominees Pte Ltd 13,079,927 2.11
HSBC (Singapore) Nominees Pte Ltd 8,728,485 1.41
Bank of East Asia Nominees Pte Ltd 6,686,523 1.08
Morph Investments Ltd 5,055,086 0.82
BNP Paribas Nominees Singapore Pte Ltd 4,627,409 0.75
Raffles Nominees (Pte) Limited 4,557,774 0.74
United Overseas Bank Nominees Pte Ltd 1,061,802 0.17
OCBC Nominees Singapore Pte Ltd 873,293 0.14
Phillip Securities Pte Ltd 765,184 0.12
CGS-CIMB Securities (Singapore) Pte Ltd 730,212 0.12
Estate of Chong Yean Fong, Deceased 600,000 0.10
Maybank Securities Pte. Ltd. 579,691 0.09
UOB Kay Hian Pte Ltd 502,456 0.08
Chin Kiam Hsung 438,000 0.07
Total 585,584,026 94.66

Refreshing Asian Goodness 181

 STATISTICS OF SHAREHOLDINGS
As At 1 March 2024

SUBSTANTIAL SHAREHOLDERS

Direct Interest % of Total Deemed Interest % of Total

No. Name of Substantial Shareholder No. of Shares Issued Shares(1) No. of Shares Issued Shares(1)
1 Far East Organization Pte. Ltd. (“FEO”) 334,412,398 54.06 – –
2 Far East Spring Pte. Ltd. (“FES”) 63,888,889 10.33 – –
3 Transurban Properties Pte. Ltd. 56,342,854 9.11 – –
(“TPPL”)
4 Ng Chee Tat Philip (“PN”)(2) – – 476,296,373 76.99
5 The Estate of Ng Teng Fong – – 421,803,683 68.18
(Deceased) (the “Estate”)(3)
6 Ng Chee Siong (“RN”)(4) – – 421,803,683 68.18
7 Madam Tan Kim Choo 50,814 0.01 403,338,312 65.20
@Teng Kim Chow (“Madam Tan”)(5)
8 Glory Realty Co. Private Ltd. (“Glory)(6) – – 56,342,854 9.11

Notes:
(1) Based on 618,619,603 issued shares as at 1 March 2024.
(2) PN, in his capacity as a beneficiary of the Estate, is deemed to have an interest in shares in the Company in which the Estate is deemed
to have an interest and, through his interest in FES, is deemed to be interested in FES’ shareholding in the Company.
(3) The Estate’s deemed interest in shares in the Company includes its interests through FEO, Glory and Sino Land Company Limited.
(4) RN, in his capacity as a beneficiary of the Estate, is deemed to have an interest in shares in the Company in which the Estate is deemed
to have an interest.
(5) Madam Tan’s deemed interest in shares in the Company arises through her interests in FEO and FES.
(6) Glory, through its interest in TPPL, is deemed to have an interest in TPPL’s shareholding in the Company.

SHAREHOLDINGS HELD IN THE HANDS OF PUBLIC

Based on information available to the Company as at 1 March 2024, approximately 20.65% of the issued ordinary
shares of the Company is held in the hands of public, and therefore, Rule 723 of the Listing Manual issued by
the Singapore Exchange Securities Trading Limited is complied with.

182 YEO HIAP SENG LIMITED • Annual Report 2023

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixty-eighth Annual General Meeting of Yeo Hiap Seng Limited (the
“Company”) will be held at Antica I & II (Level 2), Orchard Rendezvous Hotel, 1 Tanglin Road, Singapore 247905
on Friday, 26 April 2024, at 2.00 p.m. to transact the following business:

ORDINARY BUSINESS

1. To receive and adopt the Directors’ Statement and the Audited Financial Ordinary Resolution 1
Statements for the financial year ended 31 December 2023 and the report of
the Auditors.

2. To declare a final tax exempt dividend of $0.02 per ordinary share for the Ordinary Resolution 2
financial year ended 31 December 2023.

3. To approve the payment of $788,723 as Directors’ fees for the financial year Ordinary Resolution 3
ended 31 December 2023. (2022: $720,082)

4. (a) To re-elect the following Directors, each of whom retires by rotation

pursuant to articles 94 and 95 of the Constitution of the Company:

(i) Mr Mohamad Halim Bin Merican Ordinary Resolution 4

(ii) Ms Luo Dan Ordinary Resolution 5

(b) To re-elect the following Directors, each of whom retires pursuant to

article 100 of the Constitution of the Company:

(i) Mr Na Wu Beng Ordinary Resolution 6

(ii) Mr Edward Averrill Ng Yong Sheng Ordinary Resolution 7

5. To re-appoint KPMG LLP as Auditors of the Company and to authorise the Ordinary Resolution 8
Directors to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions as Ordinary

Resolutions:

6. That authority be and is hereby given to the Directors of the Company to: Ordinary Resolution 9

(a) (i) issue shares of the Company (“shares”) whether by way of rights,
bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively,

“Instruments”) that might or would require shares to be issued,
including but not limited to the creation and issue of (as well
as adjustments to) warrants, debentures or other instruments
convertible or exchangeable into shares,

at any time and upon such terms and conditions and for such purposes
and to such persons as the Directors may in their absolute discretion
deem fit; and

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 NOTICE OF ANNUAL GENERAL MEETING

(b) (notwithstanding the authority conferred by this Resolution may have

ceased to be in force) issue shares in pursuance of any Instrument made
or granted by the Directors while this Resolution was in force,

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution

(including shares to be issued in pursuance of Instruments made or
granted pursuant to this Resolution) shall not exceed 50 per cent. of the
total number of issued shares, excluding treasury shares and subsidiary
holdings (as calculated in accordance with sub-paragraph (2) below),
of which the aggregate number of shares to be issued other than on a
pro rata basis to shareholders of the Company shall not exceed 20 per
cent. of the total number of issued shares, excluding treasury shares and
subsidiary holdings (as calculated in accordance with sub-paragraph (2)
below);

(2) (subject to such manner of calculation as may be prescribed by the

Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the
purpose of determining the aggregate number of shares that may be
issued under sub-paragraph (1) above, the total number of issued shares,
excluding treasury shares and subsidiary holdings, shall be calculated
based on the total number of issued shares, excluding treasury shares
and subsidiary holdings, at the time that this Resolution is passed, after
adjusting for:

(i) new shares arising from the conversion or exercise of any

convertible securities or share options or vesting of share awards
which were issued and are outstanding or subsisting at the time
this Resolution is passed; and

(ii) any subsequent bonus issue, consolidation or subdivision of

shares,

and, in sub-paragraph (1) above and this sub-paragraph (2), “subsidiary

holdings” has the meaning given to it in the Listing Manual of the
SGX-ST;

(3) in exercising the authority conferred by this Resolution, the Company

shall comply with the provisions of the Listing Manual of the SGX-ST for
the time being in force (unless such compliance has been waived by the
SGX-ST) and the Constitution for the time being of the Company; and

184 YEO HIAP SENG LIMITED • Annual Report 2023

NOTICE OF ANNUAL GENERAL MEETING

(4) (unless revoked or varied by the Company in General Meeting) the

authority conferred by this Resolution shall continue in force until the
conclusion of the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is
required by law to be held, whichever is the earlier.

7. That: Ordinary Resolution 10

(a) for the purposes of Sections 76C and 76E of the Companies Act 1967
(the “Companies Act”), the exercise by the Directors of the Company
of all the powers of the Company to purchase or otherwise acquire
ordinary shares of the Company (“Shares”) not exceeding in aggregate
the Maximum Limit (as hereinafter defined), at such price or prices as
may be determined by the Directors from time to time up to the Maximum
Price (as hereinafter defined), whether by way of:

(i) market purchase(s) on the Singapore Exchange Securities Trading

Limited (“SGX-ST”) and/or any other stock exchange on which
the Shares may for the time being be listed and quoted (“Other
Exchange”); and/or

(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST

or, as the case may be, Other Exchange) in accordance with any
equal access scheme(s) as may be determined or formulated by
the Directors as they consider fit, which scheme(s) shall satisfy
all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations and
rules of the SGX-ST or, as the case may be, Other Exchange as may for
the time being be applicable, be and is hereby authorised and approved
generally and unconditionally (the “Share Purchase Mandate”);

(b) unless varied or revoked by the Company in General Meeting, the

authority conferred on the Directors of the Company pursuant to the
Share Purchase Mandate may be exercised by the Directors at any time
and from time to time during the period commencing from the date of
the passing of this Resolution and expiring on the earliest of:

(i) the date on which the next Annual General Meeting of the
Company is held;

(ii) the date by which the next Annual General Meeting of the
Company is required by law to be held; and

(iii) the date on which purchases and acquisitions of Shares pursuant

to the Share Purchase Mandate are carried out to the full extent
mandated;

(c) in this Resolution:

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 NOTICE OF ANNUAL GENERAL MEETING

“Maximum Limit” means that number of Shares representing 10% of

the issued Shares (excluding treasury shares and subsidiary holdings
(as defined in the Listing Manual of the SGX-ST)) as at the date of the
passing of this Resolution;

“Maximum Price” in relation to a Share to be purchased, means the

purchase price (excluding brokerage, commission, applicable goods and
services tax and other related expenses) not exceeding:

(i) in the case of a market purchase of a Share, 105% of the Average

Closing Price; and

(ii) in the case of an off-market purchase of a Share, 120% of the

Average Closing Price,

where:

“Average Closing Price” means the average of the closing market prices
of the Shares over the last five Market Days on which the Shares were
transacted on the SGX-ST or, as the case may be, Other Exchange,
before the date of the market purchase or, as the case may be, the
date of the making of the offer pursuant to an off-market purchase,
and deemed to be adjusted for any corporate action that occurs during
the relevant five-day period and the date of the market purchase or,
as the case may be, the date of the making of the offer pursuant to an
off-market purchase;

“date of the making of the offer” means the date on which the
Company makes an offer for the purchase or acquisition of Shares from
shareholders, stating the purchase price (which shall not be more than
the Maximum Price calculated on the foregoing basis) for each Share
and the relevant terms of the equal access scheme for effecting the
off-market purchase; and

“Market Day” means a day on which the SGX-ST (or, as the case may be,
Other Exchange) is open for trading in securities; and

(d) the Directors of the Company and/or any of them be and are hereby
authorised to complete and do all such acts and things (including
executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions
contemplated and/or authorised by this Resolution.

186 YEO HIAP SENG LIMITED • Annual Report 2023

NOTICE OF ANNUAL GENERAL MEETING

8. That the Directors of the Company be and are hereby authorised to grant Ordinary Resolution 11
options and/or awards in accordance with the provisions of the Yeo Hiap Seng
Limited Share Incentive Plan (the “Plan”), and to allot and issue from time to
time such number of shares of the Company as may be required to be issued
pursuant to the exercise of options under the Plan and/or such number of
fully paid shares of the Company as may be required to be issued pursuant
to the vesting of awards under the Plan, provided that the aggregate number
of new shares to be issued pursuant to the Plan shall not exceed 10% of the
total number of issued shares of the Company (excluding treasury shares and
subsidiary holdings (as defined in the Listing Manual of the Singapore Exchange
Securities Trading Limited)) from time to time.

9. That pursuant to Section 161 of the Companies Act 1967, authority be and is Ordinary Resolution 12
hereby given to the Directors of the Company to allot and issue from time to
time such number of shares of the Company as may be required to be allotted
and issued pursuant to the Yeo Hiap Seng Limited Scrip Dividend Scheme.

BY ORDER OF THE BOARD

Nor Hafiza Alwi

Company Secretary

Singapore, 28 March 2024

Notes:

1. The Annual General Meeting will be held, in a wholly physical format, at the venue, date and time stated above. Shareholders, including
CPF and SRS investors, and (where applicable) duly appointed proxies and representatives will be able to ask questions and vote at the
Annual General Meeting by attending the Annual General Meeting in person. There will be no option for shareholders to participate
virtually.

Printed copies of this Notice of Annual General Meeting and the accompanying Proxy Form will be sent by post to members. These
documents will also be published on the Company’s website at the URL https://www.yeos.com.sg/investor-relations/agm-updates/ and
the SGX website at the URL https://www.sgx.com/securities/company-announcements.

2. Shareholders, including CPF and SRS investors, and (where applicable) duly appointed proxies and representatives who wish to attend
the Annual General Meeting are reminded to bring along their NRIC/Passport so as to enable the Company to verify their identity. They
are advised not to attend the Annual General Meeting if they are feeling unwell.

3. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Annual
General Meeting. Where such member’s instrument appointing a proxy(ies) appoints more than one proxy, the proportion of the
shareholding concerned to be represented by each proxy shall be specified in the instrument.

(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual General
Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where
such member’s instrument appointing a proxy(ies) appoints more than two proxies, the number and class of shares in relation to which
each proxy has been appointed shall be specified in the instrument.

“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967.

A member who wishes to appoint a proxy(ies) must complete the instrument appointing a proxy(ies), before submitting it in the manner
set out below.

4. A proxy need not be a member of the Company. A member may choose to appoint the Chairman of the Meeting as his/her/its proxy.

5. The instrument appointing a proxy(ies) must be submitted to the Company in the following manner:

(a) if submitted personally or by post, be lodged at the office of the Company’s Share Registrar, B.A.C.S. Private Limited at 77 Robinson
Road, #06-03 Robinson 77, Singapore 068896; or

(b) if submitted electronically, be submitted via email to the Company’s Share Registrar at [email protected],

and, in each case, must be lodged or received (as the case may be) by 2.00 p.m. on 23 April 2024, being not less than 72 hours before
the time appointed for the holding of the Annual General Meeting.

Refreshing Asian Goodness 187

 NOTICE OF ANNUAL GENERAL MEETING

6. CPF and SRS investors:

(a) may vote at the Annual General Meeting if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and
should contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies;
or

(b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the Annual General Meeting, in which case they should
approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 16 April 2024.

7. Shareholders, including CPF and SRS investors, may submit substantial and relevant questions related to the resolutions to be tabled for
approval at the Annual General Meeting in advance of the Annual General Meeting:

(a) by post to the registered office of the Company, Yeo Hiap Seng Limited, Attn: The Company Secretary, 3 Senoko Way,
Singapore 758057; or

(b) via email to the Company at [email protected].

When submitting questions by post or via email, shareholders should also provide the Company with the following details for verification
purposes: (a) full name of shareholder; (b) address of shareholder; and (c) the manner in which the shareholder holds shares in the Company
(e.g., via CDP, CPF, SRS and/or scrip).

All questions submitted in advance must be received by 2.00 p.m. on 8 April 2024.

8. The Company will address all substantial and relevant questions received from shareholders by the 8 April 2024 deadline by publishing
its responses to such questions on the Company’s website at the URL https://www.yeos.com.sg/investor-relations/agm-updates/ and the
SGX website at the URL https://www.sgx.com/securities/company-announcements at least 48 hours prior to the closing date and time for
the submission of instruments appointing a proxy(ies). The Company will respond to questions or follow-up questions (which are related to
the resolutions to be tabled for approval at the Annual General Meeting) received after the 8 April 2024 submission deadline either within
a reasonable timeframe before the Annual General Meeting, or at the Annual General Meeting itself. Where substantially similar questions
are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

9. Shareholders, including CPF and SRS investors, and (where applicable) duly appointed proxies and representatives may also ask the
Chairman of the Meeting substantial and relevant questions related to the resolutions to be tabled for approval at the Annual General
Meeting, at the Annual General Meeting itself.

10. The Annual Report for the financial year ended 31 December 2023 (“Annual Report 2023”) and the Letter to Shareholders dated 28 March
2024 in relation to the proposed renewal of the share purchase mandate (“Letter to Shareholders”) have been published on the Company’s
website at the URL https://www.yeos.com.sg/investor-relations/annual-reports/ and may be accessed as follows:

(a) the Annual Report 2023 may be accessed by clicking on the image of the cover of the Annual Report 2023 under the section titled
“ANNUAL REPORTS”; and

(b) the Letter to Shareholders may be accessed by clicking on the hyperlink “April 2024” under the section titled “LETTER TO
SHAREHOLDERS”.

These documents will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements.
Members may request for printed copies of these documents by completing and submitting the request form sent to them by post together
with printed copies of this Notice and the accompanying Proxy Form.

Additional information relating to items of Ordinary and Special Business:

Item 4(a) – Mr Jonathan James Yong Ze Ng, who is a Non-Independent & Non-Executive Director, also retires by rotation pursuant to articles
94 and 95 of the Constitution and, although eligible, has signified that he is not offering himself for re-election. Mr Jonathan Ng’s retirement
from the Board will take effect upon the conclusion of the Annual General Meeting.

Ordinary Resolution 4 – If re-elected, Mr Mohamad Halim Bin Merican, who is an Independent & Non-Executive Director, will continue to serve
as a member of the Audit & Risk Committee. Please refer to the sections “Profile of the Board of Directors”, “Corporate Governance Report” and
“Supplemental Information on Directors Seeking Re-Election” in the Annual Report 2023 for more information on Mr Mohamad Halim Bin Merican.

Ordinary Resolution 5 – If re-elected, Ms Luo Dan, who is an Independent & Non-Executive Director, will continue to serve as the Chairperson
of the Remuneration Committee and a member of the Audit & Risk Committee. Please refer to the sections “Profile of the Board of Directors”,
“Corporate Governance Report” and “Supplemental Information on Directors Seeking Re-Election” in the Annual Report 2023 for more information
on Ms Luo Dan.

Ordinary Resolution 6 – Mr Na Wu Beng, who was appointed as a Director on 15 June 2023, holds office until this Annual General Meeting under
article 100 of the Constitution of the Company and is eligible for re-election. If re-elected, Mr Na Wu Beng, who is the Deputy Chairman of the
Board and an Independent & Non-Executive Director, will continue to serve as the Deputy Chairman of the Board and a member of each of the
Nominating Committee and Remuneration Committee. Please refer to the sections “Profile of the Board of Directors”, “Corporate Governance
Report” and “Supplemental Information on Directors Seeking Re-Election” in the Annual Report 2023 for more information on Mr Na Wu Beng.

Ordinary Resolution 7 – Mr Edward Averrill Ng Yong Sheng, who was appointed as a Director on 1 March 2024, holds office until this Annual
General Meeting under article 100 of the Constitution of the Company and is eligible for re-election. Please refer to the sections “Profile of the
Board of Directors”, “Corporate Governance Report” and “Supplemental Information on Directors Seeking Re-Election” in the Annual Report
2023 for more information on Mr Edward Ng.

188 YEO HIAP SENG LIMITED • Annual Report 2023

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Resolution 9 – If passed, will authorise the Directors from the date of this Annual General Meeting up to the next Annual General
Meeting, to issue shares of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to
issue shares in pursuance of such instruments, for such purposes as they consider would be in the interests of the Company, up to a number not
exceeding 50 per cent. of the issued shares (excluding treasury shares and subsidiary holdings), of which up to 20 per cent. may be issued other
than on a pro rata basis to shareholders. The aggregate number of shares which may be issued shall be calculated based on the total number
of issued shares (excluding treasury shares and subsidiary holdings) at the time that the Ordinary Resolution is passed, after adjusting for the
conversion or exercise of any convertible securities and share options or vesting of share awards that have been issued or granted (provided
the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the Singapore Exchange Securities
Trading Limited) and which are outstanding or subsisting at the time that the Ordinary Resolution is passed, and any subsequent bonus issue,
consolidation or subdivision of shares. As at 1 March 2024, the Company did not have treasury shares or subsidiary holdings.

Ordinary Resolution 10 – If passed, will empower the Directors to exercise the power of the Company to purchase or acquire its issued ordinary
shares, until the date of the next Annual General Meeting. The Company intends to use internal sources of funds, external borrowings, or a
combination of internal resources and external borrowings, to finance purchases or acquisitions of its shares. The amount of financing required
for the Company to purchase or acquire its shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of
this Notice as these will depend on, inter alia, whether the shares are purchased or acquired out of capital and/or profits of the Company, the
aggregate number of shares purchased or acquired, and the consideration paid at the relevant time. Purely for illustrative purposes only, the
financial effects of an assumed purchase or acquisition by the Company of 61,861,960 shares on 1 March 2024 representing approximately
10% of the issued shares (excluding treasury shares and subsidiary holdings) as at that date, at a purchase price equivalent to the Maximum
Price per share, in the case of a market purchase and an off-market purchase respectively, based on the audited financial statements of the
Group and the Company for the financial year ended 31 December 2023 and certain assumptions, are set out in Paragraph 2.7 of the Company’s
Letter to Shareholders dated 28 March 2024.

Ordinary Resolution 11 – If passed, will empower the Directors to grant options and/or awards under the Yeo Hiap Seng Limited Share Incentive
Plan (the “Plan”), and to allot and issue shares pursuant to the exercise of options and/or the vesting of awards granted under the Plan provided
that the aggregate number of shares which may be issued pursuant to the Plan does not exceed 10% of the total number of issued shares of
the Company (excluding treasury shares and subsidiary holdings) from time to time.

Ordinary Resolution 12 – If passed, will authorise the Directors to issue shares of the Company pursuant to the Yeo Hiap Seng Limited Scrip
Dividend Scheme to participating shareholders who, in respect of a qualifying dividend, have elected to receive scrip in lieu of the cash amount
of that qualifying dividend.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any
adjournment thereof, a member of the Company (a) consents to the collection, use and disclosure of the member’s personal data by the Company
(or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service
providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and
compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof),
and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations
and/or guidelines (collectively, the “Purposes”), (b) warrants that where the member discloses the personal data of the member’s proxy(ies)
and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies)
and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such
proxy(ies) and/or representative(s) for the Purposes, and (c) agrees that the member will indemnify the Company in respect of any penalties,
liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

Notice of Books Closure:

Notice is hereby given that the Share Transfer Books and Register of Members of the Company will be closed on 8 May 2024 for the purposes
of determining shareholders’ entitlements to the proposed final dividend.

Duly completed and stamped transfers of the ordinary shares of the Company (“Shares”) received by the Company’s Share Registrar, B.A.C.S.
Private Limited at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896 up to 5.00 p.m. on 7 May 2024 will be registered before
shareholders’ entitlements to the final dividend are determined.

Shareholders whose securities accounts with The Central Depository (Pte) Limited are credited with Shares as at 5.00 p.m. on 7 May 2024 will
rank for the proposed final dividend.

Subject to shareholders’ approval at the Sixty-eighth Annual General Meeting to be held on 26 April 2024, the payment of the final dividend
of $0.02 per Share will be made on 21 June 2024.

Refreshing Asian Goodness 189

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Mohamad Halim Bin Merican

Date of appointment 30 July 2020

Date of last re-appointment (if applicable) 29 April 2021

Age 58

Country of principal residence Malaysia

The Board’s comments on this appointment (including The Board of Directors and Nominating Committee,
rationale, selection criteria, and the search and having reviewed the qualification, experience and
nomination process) the relevant expertise of Mr Mohamad Halim Bin
Merican, is of the view that his extensive background
and considerable experience in hospitality and fast
moving consumer goods will continue to guide the
Company with fresh and relevant insights in the areas
of consumer shifts and trends in particular.

Whether appointment is executive, and if so, the area Non-Executive

of responsibility

Job Title (eg. Lead ID, AC Chairman, AC Member etc.) • Independent & Non-Executive Director
• Member of Audit & Risk Committee

Professional qualifications (1) Diploma in Hotel Management and Food &

Beverage, Hotel Management School “Les Roches”
Switzerland
(2) Certified Hotel Administrator (CHA), American
Hotel & Lodging Educational Institute

Working experience and occupation(s) during the past Present:

10 years • CEO & Director, UniQ Hospitality Services Sdn
Bhd
• Consultant/Management and Owner
Representative of Loop on Leith Hotel Penang
• Human Resources Development Corporation
Panel Trainer

Past:
• Dec 2018 to Mar 2020: GM, Wyndham Acmar
Klang Hotel
• Aug 2017 to May 2018: Consultant/Owner
Representative, Frangipani Langkawi Resort & Spa
• 2011 to 2017: GM, Seri Pacific Corporation Sdn Bhd
and Seri Pacific Hotel Kuala Lumpur.

Shareholding interest in the listed issuer and its No

subsidiaries

190 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Mohamad Halim Bin Merican

Any relationship (including immediate family No

relationships) with any existing director, existing
executive officer, the issuer and/or substantial
shareholder of the listed issuer or of any of its
principal subsidiaries

Conflict of interest (including any competing business) No

Undertaking (in the format set out in Appendix 7.7) Yes

under Rule 720(1) has been submitted to the listed
issuer

Other principal commitments including directorships: Board Member of the Malaysian Association of Hotels
Past (for the last 5 years) (MAH)

Present • CEO & Director, UniQ Hospitality Services Sdn

Bhd
• Adjunct Professor, UNITAR International
University Malaysia
• Member, Malaysian Association of Hotels
• Independent & Non-Executive Director, Sunshine
Bread Sdn Bhd
• Director, Fairway Hospitality and Events Sdn Bhd
• Director, Genesis Opus Productions and
Management Sdn Bhd

(a) Whether at any time during the last 10 years, an No

application or a petition under any bankruptcy
law of any jurisdiction was filed against him or
against a partnership of which he was a partner
at the time when he was a partner or at any
time within 2 years from the date he ceased to
be a partner?

(b) Whether at any time during the last 10 years, No

an application or a petition under any law of
any jurisdiction was filed against an entity (not
being a partnership) of which he was a director
or an equivalent person or a key executive, at
the time when he was director or an equivalent
person or a key executive of that entity or at
any time within 2 years from the date he ceased
to be a director or an equivalent person or a key
executive of that entity, for the winding up or
dissolution of that entity or, where that entity
is the trustee of a business trust, that business
trust, on the ground of insolvency?

Refreshing Asian Goodness 191

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Mohamad Halim Bin Merican

(c) Whether there is any unsatisfied judgment No

against him?

(d) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
fraud or dishonesty which is punishable with
imprisonment, or has been the subject of any
criminal proceedings (including any pending
criminal proceedings of which he is aware) for
such purpose?

(e) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
a breach of any law or regulatory requirement
that relates to the securities or futures industry
in Singapore or elsewhere, or has been the
subject of any criminal proceedings (including
any pending criminal proceedings of which he
is aware) for such breach?

(f) Whether at any time during the last 10 years, No

judgment has been entered against him in any
civil proceedings in Singapore or elsewhere
involving a breach of any law or regulatory
requirement that relates to the securities or
futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or
dishonesty on his part, or he has been the
subject of any civil proceedings (including
any pending civil proceedings of which he
is aware) involving an allegation of fraud,
misrepresentation or dishonesty on his part?

(g) Whether he has ever been convicted in No

Singapore or elsewhere of any offence in
connection with the formation or management
of any entity or business trust?

(h) Whether he has ever been disqualified from No

acting as a director or an equivalent person of
any entity (including the trustee of a business
trust), or from taking part directly or indirectly
in the management of any entity or business
trust?

(i) Whether he has ever been the subject of No

any order, judgment or ruling of any court,
tribunal or governmental body, permanently or
temporarily enjoining him from engaging in any
type of business practice or activity?

192 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Mohamad Halim Bin Merican

(j) Whether he has ever, to his knowledge, been

concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:

(i) any corporation which has been No

investigated for a breach of any law
or regulatory requirement governing
corporations in Singapore or elsewhere;
or

(ii) any entity (not being a corporation) No

which has been investigated for a breach
of any law or regulatory requirement
governing such entities in Singapore or
elsewhere; or

(iii) any business trust which has been No

investigated for a breach of any law
or regulatory requirement governing
business trusts in Singapore or
elsewhere; or

(iv) any entity or business trust which has No

been investigated for a breach of any law
or regulatory requirement that relates
to the securities or futures industry in
Singapore or elsewhere,

in connection with any matter occurring or

arising during that period when he was so
concerned with the entity or business trust?

(k) Whether he has been the subject of any No

current or past investigation or disciplinary
proceedings, or has been reprimanded or issued
any warning, by the Monetary Authority of
Singapore or any other regulatory authority,
exchange, professional body or government
agency, whether in Singapore or elsewhere?

Refreshing Asian Goodness 193

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Luo Dan

Date of appointment 1 January 2017

Date of last re-appointment (if applicable) 29 April 2022

Age 55

Country of principal residence Singapore

The Board’s comments on this appointment (including The Board of Directors and Nominating Committee,
rationale, selection criteria, and the search and having reviewed the qualification, experience and the
nomination process) relevant expertise of Ms Luo Dan, are of the view that
her extensive background and considerable experience
particularly in consumer goods industry and the
dairy ingredients industry, will continue to guide the
Company and contribute relevant knowledge, skills
and experience to the Board.

Whether appointment is executive, and if so, the area Non-Executive

of responsibility

Job Title (eg. Lead ID, AC Chairman, AC Member etc.) • Independent & Non-Executive Director
• Chairperson of Remuneration Committee
• Member of Audit & Risk Committee (with effect
from 15 June 2023)
• Member of the Nominating Committee (from
2 June 2020 to 15 June 2023)

Professional qualifications • Bachelor of Computer Science, Software,

Wuhan University, China
• MBA, IMD, Switzerland
• Certification in Corporate Governance, INSEAD

Working experience and occupation(s) during the past Present:

10 years • Independent Director of First Resources Limited
(with effect from 1 January 2024)

Past:
• January 2021 to September 2023 – Director of
Active Living, Fonterra Group
• 2017 to 2020 – Independent Consultant, fast
moving consumer goods companies
• 2014 to 2017 – Managing Director, Lego Singapore
Pte. Ltd.
• 2012 to 2013 – Managing Director, Heinz Asean,
Singapore

Shareholding interest in the listed issuer and its No

subsidiaries

194 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Luo Dan

Any relationship (including immediate family Nil

relationships) with any existing director, existing
executive officer, the issuer and/or substantial
shareholder of the listed issuer or of any of its
principal subsidiaries

Conflict of interest (including any competing business) Nil

Undertaking (in the format set out in Appendix 7.7) Yes

under Rule 720(1) has been submitted to the listed
issuer

Other principal commitments including directorships: • December 2022 to September 2023 –

Non-Independent Non-Executive Director of
Past (for the last 5 years) Fonterra Brands (Asia Holdings) Pte Ltd, Fonterra
Brands (New Young) Pte Ltd, and Fonterra Brands
(Singapore) Pte Ltd, collectively, the “Three
Fonterra Subsidiaries”
• January 2021 to September 2023 – Director of
Active Living, Fonterra Group
• 2017 to 2020 – Independent Consultant, fast
moving consumer goods companies

Present • Independent Director of First Resources Limited

(with effect from 1 January 2024)

(a) Whether at any time during the last 10 years, an No

application or a petition under any bankruptcy
law of any jurisdiction was filed against him or
against a partnership of which he was a partner
at the time when he was a partner or at any
time within 2 years from the date he ceased to
be a partner?

(b) Whether at any time during the last 10 years, No

an application or a petition under any law of
any jurisdiction was filed against an entity (not
being a partnership) of which he was a director
or an equivalent person or a key executive, at
the time when he was director or an equivalent
person or a key executive of that entity or at
any time within 2 years from the date he ceased
to be a director or an equivalent person or a key
executive of that entity, for the winding up or
dissolution of that entity or, where that entity
is the trustee of a business trust, that business
trust, on the ground of insolvency?

(c) Whether there is any unsatisfied judgment No

against him?

Refreshing Asian Goodness 195

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Luo Dan

(d) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
fraud or dishonesty which is punishable with
imprisonment, or has been the subject of any
criminal proceedings (including any pending
criminal proceedings of which he is aware) for
such purpose?

(e) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
a breach of any law or regulatory requirement
that relates to the securities or futures industry
in Singapore or elsewhere, or has been the
subject of any criminal proceedings (including
any pending criminal proceedings of which he
is aware) for such breach?

(f) Whether at any time during the last 10 years, No

judgment has been entered against him in any
civil proceedings in Singapore or elsewhere
involving a breach of any law or regulatory
requirement that relates to the securities or
futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or
dishonesty on his part, or he has been the
subject of any civil proceedings (including
any pending civil proceedings of which he
is aware) involving an allegation of fraud,
misrepresentation or dishonesty on his part?

(g) Whether he has ever been convicted in No

Singapore or elsewhere of any offence in
connection with the formation or management
of any entity or business trust?

(h) Whether he has ever been disqualified from No

acting as a director or an equivalent person of
any entity (including the trustee of a business
trust), or from taking part directly or indirectly
in the management of any entity or business
trust?

(i) Whether he has ever been the subject of No

any order, judgment or ruling of any court,
tribunal or governmental body, permanently or
temporarily enjoining him from engaging in any
type of business practice or activity?

196 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Luo Dan

(j) Whether he has ever, to his knowledge, been

concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:

(i) any corporation which has been No

investigated for a breach of any law
or regulatory requirement governing
corporations in Singapore or elsewhere;
or

(ii) any entity (not being a corporation) No

which has been investigated for a breach
of any law or regulatory requirement
governing such entities in Singapore or
elsewhere; or

(iii) any business trust which has been No

investigated for a breach of any law
or regulatory requirement governing
business trusts in Singapore or
elsewhere; or

(iv) any entity or business trust which has No

been investigated for a breach of any law
or regulatory requirement that relates
to the securities or futures industry in
Singapore or elsewhere,

in connection with any matter occurring or

arising during that period when he was so
concerned with the entity or business trust?

(k) Whether he has been the subject of any No

current or past investigation or disciplinary
proceedings, or has been reprimanded or issued
any warning, by the Monetary Authority of
Singapore or any other regulatory authority,
exchange, professional body or government
agency, whether in Singapore or elsewhere?

Refreshing Asian Goodness 197

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Na Wu Beng

Date of appointment 15 June 2023

Date of last re-appointment (if applicable) Not Applicable

Age 67

Country of principal residence Singapore

The Board’s comments on this appointment (including At the recommendation of the Nominating Committee
rationale, selection criteria, and the search and which has reviewed the qualifications and experiences
nomination process) of Mr Na Wu Beng, the Board of Directors approved the
appointment of Mr Na Wu Beng as an Independent &
Non-Executive Director, and Deputy Chairman on the
Board of the Company, in view of his comprehensive
international experiences and knowledge in banking
and financial services for more than four decades.

Whether appointment is executive, and if so, the area Non-Executive

of responsibility

Job Title (eg. Lead ID, AC Chairman, AC Member etc.) • Independent & Non-Executive Director
• Deputy Chairman
• Member of Nominating Committee
• Member of Remuneration Committee

Professional qualifications Bachelor of Arts (Economics) Honours Degree,

Coventry University, United Kingdom

Working experience and occupation(s) during the Present:

past 10 years • June 2016 to present – Director, OCBC Bank
Limited (China) (previously known as “OCBC Wing
Hang Bank (China) Limited”)
• July 2022 to present – Director, Bank of Singapore
Limited
• April 2022 to present – Commissioner, PT Bank
OCBC NISP Tbk, Indonesia

Past:
• 2014 to July 2023 – Director, Bank Consortium
Holdings Ltd
• January 2022 to June 2022 – Advisor to Group
CEO, Oversea-Chinese Corporation Limited,
Singapore
• July 2021 to June 2022 – Advisor to Board, OCBC
Bank (Hong Kong) Limited (previously known as
“OCBC Wing Hang Bank Limited, Hong Kong”)
• August 2014 to May 2021 – Executive Director &
Chief Executive, OCBC Bank (Hong Kong) Limited
• 2004 to 2014 – Deputy President Director, PT
Bank OCBC NISP Tbk, Indonesia

198 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Na Wu Beng

Shareholding interest in the listed issuer and its No

subsidiaries

Any relationship (including immediate family No

relationships) with any existing director, existing
executive officer, the issuer and/or substantial
shareholder of the listed issuer or of any of its
principal subsidiaries

Conflict of interest (including any competing business) No

Undertaking (in the format set out in Appendix 7.7) Yes

under Rule 720(1) has been submitted to the listed
issuer

Other principal commitments including directorships: Past:

Past (for the last 5 years) • 2014 to July 2023 – Director, Bank Consortium
Holdings Ltd
• 2015 to April 2023 – Director, Hong Kong Life
Insurance Co
• January 2022 to June 2022 – Advisor to Group
CEO, Oversea-Chinese Corporation Limited,
Singapore
• July 2021 to June 2022 – Advisor to Board, OCBC
Bank (Hong Kong) Limited
• August 2014 to May 2021 – Executive Director &
Chief Executive, OCBC Bank (Hong Kong) Limited
• 2019 to 2021 – Chairman, OCBC Bank Limited
(China)

Present • June 2016 to present – Director, OCBC Bank

Limited (China)
• July 2022 to present – Director, Bank of Singapore
Limited
• April 2022 to present – Commissioner, PT Bank
OCBC NISP Tbk, Indonesia

(a) Whether at any time during the last 10 years, an No

application or a petition under any bankruptcy
law of any jurisdiction was filed against him or
against a partnership of which he was a partner
at the time when he was a partner or at any
time within 2 years from the date he ceased to
be a partner?

Refreshing Asian Goodness 199

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Na Wu Beng

(b) Whether at any time during the last 10 years, No

an application or a petition under any law of
any jurisdiction was filed against an entity (not
being a partnership) of which he was a director
or an equivalent person or a key executive, at
the time when he was director or an equivalent
person or a key executive of that entity or at
any time within 2 years from the date he ceased
to be a director or an equivalent person or a key
executive of that entity, for the winding up or
dissolution of that entity or, where that entity
is the trustee of a business trust, that business
trust, on the ground of insolvency?

(c) Whether there is any unsatisfied judgment No

against him?

(d) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
fraud or dishonesty which is punishable with
imprisonment, or has been the subject of any
criminal proceedings (including any pending
criminal proceedings of which he is aware) for
such purpose?

(e) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
a breach of any law or regulatory requirement
that relates to the securities or futures industry
in Singapore or elsewhere, or has been the
subject of any criminal proceedings (including
any pending criminal proceedings of which he
is aware) for such breach?

(f) Whether at any time during the last 10 years, No

judgment has been entered against him in any
civil proceedings in Singapore or elsewhere
involving a breach of any law or regulatory
requirement that relates to the securities or
futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or
dishonesty on his part, or he has been the
subject of any civil proceedings (including
any pending civil proceedings of which he
is aware) involving an allegation of fraud,
misrepresentation or dishonesty on his part?

200 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Na Wu Beng

(g) Whether he has ever been convicted in No

Singapore or elsewhere of any offence in
connection with the formation or management
of any entity or business trust?

(h) Whether he has ever been disqualified from No

acting as a director or an equivalent person of
any entity (including the trustee of a business
trust), or from taking part directly or indirectly
in the management of any entity or business
trust?

(i) Whether he has ever been the subject of No

any order, judgment or ruling of any court,
tribunal or governmental body, permanently or
temporarily enjoining him from engaging in any
type of business practice or activity?

(j) Whether he has ever, to his knowledge, been

concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:

(i) any corporation which has been No

investigated for a breach of any law
or regulatory requirement governing
corporations in Singapore or elsewhere; or

(ii) any entity (not being a corporation) which No

has been investigated for a breach of any
law or regulatory requirement governing
such entities in Singapore or elsewhere; or

(iii) any business trust which has been No

investigated for a breach of any law or
regulatory requirement governing business
trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has No

been investigated for a breach of any law
or regulatory requirement that relates
to the securities or futures industry in
Singapore or elsewhere,

in connection with any matter occurring or

arising during that period when he was so
concerned with the entity or business trust?

(k) Whether he has been the subject of any No

current or past investigation or disciplinary
proceedings, or has been reprimanded or issued
any warning, by the Monetary Authority of
Singapore or any other regulatory authority,
exchange, professional body or government
agency, whether in Singapore or elsewhere?

Refreshing Asian Goodness 201

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Edward Averrill Ng Yong Sheng

Date of appointment 1 March 2024

Date of last re-appointment (if applicable) Not Applicable

Age 32

Country of principal residence Singapore

The Board’s comments on this appointment (including The Board and Nominating Committee, having
rationale, selection criteria, and the search and reviewed the qualifications, experience and the
nomination process) relevant expertise of Mr Edward Averrill Ng Yong
Sheng (“Mr Edward Ng”), are of the view that
Mr Edward Ng will be a valuable addition to the
Board’s diversity of talent, and contributing to the
strategic focus of the Company in its product sales
and development.

Whether appointment is executive, and if so, the area Non-Executive

of responsibility

Job Title (eg. Lead ID, AC Chairman, AC Member etc.) Non-Independent & Non-Executive Director

Professional qualifications Bachelor of Science in Civil Engineering (Architectural

Design) from Stanford University, USA

Working experience and occupation(s) during the past July 2017 to Present: Far East Organization
10 years - Executive Director (Projects & Operations)
- Director, Development Projects and Central
Engineering
- Assistant Director, Property Services
- Assistant Director, Central Engineering

Shareholding interest in the listed issuer and its No

subsidiaries

Any relationship (including immediate family Mr Edward Ng is the son of Mr Ng Chee Tat Philip
relationships) with any existing director, existing and nephew of Mr Ng Chee Siong, beneficiaries of
executive officer, the issuer and/or substantial the Estate of the late Ng Teng Fong, a substantial
shareholder of the listed issuer or of any of its shareholder of Yeo Hiap Seng Limited (“YHS”).
principal subsidiaries Mr Edward Ng is also the grandson of Mdm Tan Kim
Choo who is a substantial shareholder of YHS and the
spouse of the late Mr Ng Teng Fong.

Mr Edward Ng is also the brother of Mr Jonathan James

Yong Ze Ng (“Mr Jonathan Ng”), a Non-Independent
and Non-Executive Director of YHS and the cousin of
Mr Ng Win Kong, Daryl, Chairman of YHS. Mr Jonathan
Ng will retire by rotation at the upcoming Annual
General Meeting of YHS on 26 April 2024 (“2024 AGM”)
and has signified that he is not offering himself for
re-election as a Director of YHS at the 2024 AGM.
Mr Jonathan Ng will cease as Director of YHS at the
conclusion of the 2024 AGM.

202 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Edward Averrill Ng Yong Sheng

Mr Edward Ng served as Alternate Director to

Mr Jonathan Ng up to 29 February 2024 and was
appointed as a Director of YHS with effect from
1 March 2024.

Mr Edward Ng is a Director of Glory Realty Co. Private

Ltd, Transurban Properties Pte. Ltd., and Far East
Spring Pte. Ltd., substantial shareholders of YHS.

Conflict of interest (including any competing business) As above

Undertaking (in the format set out in Appendix 7.7) Yes

under Rule 720(1) has been submitted to the listed
issuer

Other principal commitments including directorships: Please refer to page 206 of this Annual Report: Annex
1 - Past Directorship of Mr Edward Ng from 1 Jan 2019
Past (for the last 5 years)

Present • Executive Director (Projects & Operations,

Property Services Division), Far East Organization
• Please refer to page 207 to 209 of this Annual
Report: Annex 2 - List of Present Directorships
of Mr Edward Ng

(a) Whether at any time during the last 10 years, an No

application or a petition under any bankruptcy
law of any jurisdiction was filed against him or
against a partnership of which he was a partner
at the time when he was a partner or at any
time within 2 years from the date he ceased to
be a partner?

(b) Whether at any time during the last 10 years, No

an application or a petition under any law of
any jurisdiction was filed against an entity (not
being a partnership) of which he was a director
or an equivalent person or a key executive, at
the time when he was director or an equivalent
person or a key executive of that entity or at
any time within 2 years from the date he ceased
to be a director or an equivalent person or a key
executive of that entity, for the winding up or
dissolution of that entity or, where that entity
is the trustee of a business trust, that business
trust, on the ground of insolvency?

(c) Whether there is any unsatisfied judgment No

against him?

Refreshing Asian Goodness 203

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Edward Averrill Ng Yong Sheng

(d) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
fraud or dishonesty which is punishable with
imprisonment, or has been the subject of any
criminal proceedings (including any pending
criminal proceedings of which he is aware) for
such purpose?

(e) Whether he has ever been convicted of any No

offence, in Singapore or elsewhere, involving
a breach of any law or regulatory requirement
that relates to the securities or futures industry
in Singapore or elsewhere, or has been the
subject of any criminal proceedings (including
any pending criminal proceedings of which he
is aware) for such breach?

(f) Whether at any time during the last 10 years, No

judgment has been entered against him in any
civil proceedings in Singapore or elsewhere
involving a breach of any law or regulatory
requirement that relates to the securities or
futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or
dishonesty on his part, or he has been the
subject of any civil proceedings (including
any pending civil proceedings of which he
is aware) involving an allegation of fraud,
misrepresentation or dishonesty on his part?

(g) Whether he has ever been convicted in No

Singapore or elsewhere of any offence in
connection with the formation or management
of any entity or business trust?

(h) Whether he has ever been disqualified from No

acting as a director or an equivalent person of
any entity (including the trustee of a business
trust), or from taking part directly or indirectly
in the management of any entity or business
trust?

(i) Whether he has ever been the subject of No

any order, judgment or ruling of any court,
tribunal or governmental body, permanently or
temporarily enjoining him from engaging in any
type of business practice or activity?

204 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Name of Director Edward Averrill Ng Yong Sheng

(j) Whether he has ever, to his knowledge, been

concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:

(i) any corporation which has been No. Please refer to page 210 of this Annual Report:
investigated for a breach of any law Additional Disclosure
or regulatory requirement governing
corporations in Singapore or elsewhere;
or

(ii) any entity (not being a corporation) No. Please refer to page 210 of this Annual Report:
which has been investigated for a breach Additional Disclosure
of any law or regulatory requirement
governing such entities in Singapore or
elsewhere; or

(iii) any business trust which has been No

investigated for a breach of any law
or regulatory requirement governing
business trusts in Singapore or
elsewhere; or

(iv) any entity or business trust which has No

been investigated for a breach of any law
or regulatory requirement that relates
to the securities or futures industry in
Singapore or elsewhere,

in connection with any matter occurring or

arising during that period when he was so
concerned with the entity or business trust?

(k) Whether he has been the subject of any No

current or past investigation or disciplinary
proceedings, or has been reprimanded or issued
any warning, by the Monetary Authority of
Singapore or any other regulatory authority,
exchange, professional body or government
agency, whether in Singapore or elsewhere?

Refreshing Asian Goodness 205

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
Annex 1

Past Directorship of Mr Edward Averrill Ng Yong Sheng from 1 Jan 2019

List of Companies
1. Face Plus By Yamano Asia Pacific Pte. Ltd. ^
2. Far East Corporate Leasing Pte Ltd #
3. FE&Y Retail Trustee Pte. Ltd. ^
4. FEL Retail Trustee Pte. Ltd. #
5. FEO Business Services Pte. Ltd. *
6. Float Private Limited ^
7. Marinafront Property Pte. Ltd. #
8. Orchard Land Pte. Ltd. #
9. Orchard Peak Pte. Ltd. #
10. Singapore Lift Company Pte Ltd #
11. Barramundi Group Ltd ^
12. Yeo Hiap Seng Limited**

Annotations:

^ Resigned
# Struck Off
* Dissolved
** Ceased as alternate director

206 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
Annex 2

List of Present Directorships of Mr Edward Averrill Ng Yong Sheng

Singapore

1. 4AM Concepts Pte. Ltd.

2. Ace-Industrial Pte Ltd
3. Agape FM Pte. Ltd.
4. Agape Services Pte. Ltd.
5. Astoria Park Pte Ltd
6. Baker & Cook Pte Ltd
7. Ban Lee Investment (Pte.) Ltd.
8. Bayshore Green Pte Ltd
9. Beauty World Properties Pte Ltd
10. Boo Han Holdings Pte. Ltd.
11. Bullion Holdings Pte. Ltd.
12. Bullion Properties Pte. Ltd.
13. Cabana JV Pte. Ltd.
14. Champion Holdings Pte. Ltd.
15. Chuan Kee Management Services Pte Ltd
16. Commons Commercial Trustee Pte. Ltd.
17. Commons Residential Pte. Ltd.
18. Commons SR Trustee Pte. Ltd.
19. Commonwealth Concepts Pte. Ltd.
20. Cornerstone Capital Pte. Ltd.
21. Dover Rise Ltd
22. Double G Investments Pte. Ltd.
23. Eunos Link Technology Park Ltd
24. F. E. Holdings Pte. Ltd.
25. Far East Capital Nominees Pte. Ltd.
26. Far East Capital Pte. Ltd.
27. Far East Central Pte. Ltd.
28. Far East China Ventures Pte. Ltd.
29. Far East Erishi Holdings Private Limited
30. Far East Healthcare Pte Ltd
31. Far East International Pte. Ltd.
32. Far East Land (Japan) Pte. Ltd.
33. Far East Land and Housing Development Company Pte. Ltd.
34. Far East Lighthouse Pte. Ltd.
35. Far East Management (Private) Limited
36. Far East Management Services Pte. Ltd.
37. Far East Organization Pte. Ltd.
38. Far East Property Services Pte. Ltd.
39. Far East Real Estate Agency Pte. Ltd.
40. Far East Real Estate Services Pte. Ltd.
41. Far East Retail Consultancy Pte. Ltd.
42. Far East Soho International Pte. Ltd.
43. Far East Soho Pte. Ltd.
44. Far East Spring Pte. Ltd.

Refreshing Asian Goodness 207

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
Annex 2

45. Far East Square Pte. Ltd.

46. Far East Success Development Pte. Limited
47. FE Landmark Pte. Ltd.
48. FEC Residences Trustee Pte. Ltd.
49. FEC Retail Trustee Pte. Ltd.
50. FE&Y Commercial Trustee Pte. Ltd.
51. FEO Asset Management Pte. Ltd.
52. FEO Ventures Pte Ltd
53. Fontaine Investment Pte. Ltd.
54. Forest Technologies Pte. Ltd.
55. Foundation Communications Pte. Ltd.
56. Further Co Pte. Ltd.
57. Garden Landmark Pte. Ltd.
58. Golden Landmark Pte. Ltd.
59. Glory Realty Co. Private Ltd.
60. Goodview Properties Pte Ltd
61. Grow-Tech Properties Pte Ltd
62. Ho Lee Investments (Pte.) Ltd.
63. Holland V Properties Pte. Ltd.
64. Joo Yee Holdings Pte. Ltd.
65. Ju-I Properties Pte. Ltd.
66. Junglefowl Pte. Ltd.,
67. Jumbo Valley Pte. Ltd.
68. Kitchen Language Pte Ltd
69. Kentish Court Pte Ltd
70. Kentish View Pte Ltd
71. Kew Park Pte Ltd
72. Kuang Ming Investments Pte. Limited
73. Lakeshore Pte. Ltd.
74. Lee Huat Hin Contractors Private Limited
75. Lucky Bros Pte. Ltd.
76. Lucky Pinnacle Pte Ltd
77. Lucky Realty Company Pte Ltd
78. Luxurious Construction Pte. Ltd.
79. Marina Green Limited
80. Marinafront Retail Trustee Pte Ltd
81. Nam Lung (Singapore) Pte. Ltd
82. Natwest Development (Pte) Limited
83. Newton Gardens Pte Ltd
84. Novena Healthcare Pte. Ltd.
85. OC Beauty Pte. Ltd.
86. Orchard Central Pte. Ltd.
87. Orchard Landmark Pte. Ltd.
88. Orchard Maintenance (Pte) Ltd.
89. Orchard Mall Pte. Ltd.
90. Poh Hee Construction Private Ltd.
91. Quay Properties Pte Ltd
92. Sincere Properties Pte Ltd

208 YEO HIAP SENG LIMITED • Annual Report 2023

SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
Annex 2

93. Sound Life Centre (Pte.) Ltd.

94. Splendid Properties Pte Ltd
95. Superior Land Pte Ltd
96. Tampines Court Pte. Ltd.
97. Tanjong Properties Pte Ltd
98. Tian Hock Properties Pte Ltd
99. TPI Limited
100. Transurban Land Pte. Ltd.
101. Transurban Properties Pte. Ltd.
102. Ultra Realty Private Limited
103. Urban Park Pte. Ltd.
104. Waterfront View Pte. Ltd.
105. Western Properties Pte Ltd
106. Whitewater Properties Pte. Ltd.
107. Woodlands Square Pte. Ltd.
108. Wushiland Pte. Ltd.

Malaysia

1. Far East Land and Housing Development Company Sdn Berhad

2. Lucky Plantations Sdn Bhd

Australia

1. Far East Land and Housing Development Company Pte. Ltd.

- Australian Branch

Japan

1. Far East Land (Japan) Pte. Ltd.

- Japan Branch
2. Sakuragicho Hospitality Kabushiki Kaisha

State of Delaware

1. Far East Greenwich (USA) LLC

Refreshing Asian Goodness 209

 SUPPLEMENTAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
Mr Edward Averrill Ng Yong Sheng

Additional Disclosure

(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of–

(i) any corporation which has been investigated for a breach of any law or regulatory requirement
governing corporations in Singapore or elsewhere; or
О Yes √ No
If yes, please provide full details:–

As additional information, I am/had been a director of various corporations and entities operating
across various industries, including real estate, hospitality and food and beverage. There have
been occasions where these corporations and entities have been investigated by the authorities
for breaches of laws and regulations arising from their day to day operations. To the best of my
knowledge, none of the warnings, fines and penalties imposed on the corporations and entities
arising from such investigations during my tenure as a director is material nor do they relate to
the directors in their personal capacities.

(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory
requirement governing such entities in Singapore or elsewhere; or
О Yes √ No
If yes, please provide full details:–

But please refer to the additional information for item (j)(i) above.

210 YEO HIAP SENG LIMITED • Annual Report 2023

PROXY FORM
ANNUAL GENERAL MEETING
YEO HIAP SENG LIMITED Personal Data Privacy:
(Registration No: 195500138Z) By submitting an instrument appointing a proxy(ies) and/or representative(s),
the member accepts and agrees to the personal data privacy terms set out in
(Incorporated in Singapore)
the Notice of Annual General Meeting dated 28 March 2024.

IMPORTANT
1. The Annual General Meeting will be held, in a wholly physical format, at the venue, date and time stated below. There will be no option for
shareholders to participate virtually.
2. Please read the notes overleaf which contain instructions on, inter alia, the appointment of a proxy(ies).
3. This Proxy Form is not valid for use (and shall be ineffective for all intents and purposes if used or purported to be used) by CPF and SRS
investors. CPF and SRS investors:
(a) may vote at the Annual General Meeting if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should
contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies; or
(b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the Annual General Meeting, in which case they should approach
their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 16 April 2024.

*I/We (Name) (NRIC/Passport No./UEN)

of (Address)
being a *member/members of Yeo Hiap Seng Limited (the “Company”) hereby appoint:
Proportion of Shareholdings
Name Address NRIC/Passport
No. No. of Shares %

* and/or

or failing him/her, the Chairman of the Meeting as *my/our *proxy/proxies to attend, speak and vote for *me/us and on
*my/our behalf, at the Sixty-eighth Annual General Meeting of the Company to be held at Antica I & II (Level 2), Orchard
Rendezvous Hotel, 1 Tanglin Road, Singapore 247905 on Friday, 26 April 2024 at 2.00 p.m. and at any adjournment thereof.
*I/We direct *my/our *proxy/proxies to vote for or against or abstain from voting on the resolutions to be proposed at the
Annual General Meeting as indicated hereunder.
If no person is named in the above boxes, the Chairman of the Meeting shall be *my/our proxy to vote for or against or
abstain from voting on the resolutions to be proposed at the Annual General Meeting as indicated hereunder, for *me/us on
*my/our behalf at the Annual General Meeting and at any adjournment thereof.
Ordinary Business For** Against** Abstain**
Ordinary Resolution 1 Adoption of Directors’ Statement, Audited Financial
Statements and Auditors’ Report
Ordinary Resolution 2 Declaration of final dividend
Ordinary Resolution 3 Approval of Directors’ fees
Ordinary Resolution 4 Re-election of Mr Mohamad Halim Bin Merican as Director
Ordinary Resolution 5 Re-election of Ms Luo Dan as Director
Ordinary Resolution 6 Re-election of Mr Na Wu Beng as Director
Ordinary Resolution 7 Re-election of Mr Edward Averrill Ng Yong Sheng as Director
Ordinary Resolution 8 Re-appointment of KPMG LLP as Auditors and authority for
the Directors to fix their remuneration
Special Business
Ordinary Resolution 9 Approval of Share Issue Mandate
Ordinary Resolution 10 Approval of renewal of Share Purchase Mandate
Ordinary Resolution 11 Approval of issue of shares pursuant to the Yeo Hiap Seng
Limited Share Incentive Plan
Ordinary Resolution 12 Approval of issue of shares pursuant to the Yeo Hiap Seng
Limited Scrip Dividend Scheme
* Delete where inapplicable
** Voting will be conducted by poll. If you wish your proxy(ies) to cast all your votes “For” or “Against” the relevant resolution, please tick (✓) in
the “For” or “Against” box provided in respect of that resolution. Alternatively, please indicate the number of votes “For” or “Against” in the “For”
or “Against” box provided in respect of that resolution. If you wish your proxy(ies) to abstain from voting on a resolution, please tick (✓) within
the “Abstain” box provided in respect of that resolution. Alternatively, please indicate the number of shares that your proxy(ies) is(are) directed
to abstain from voting in the “Abstain” box provided in respect of that resolution. In any other case, the proxy(ies) may vote or abstain as the
proxy(ies) deem(s) fit on any of the above resolutions if no voting instruction is specified, and on any other matter arising at the Annual General
Meeting.

Dated this day of 2024.

Total number of shares held

Signature(s) of Member(s)/Common Seal

PLEASE READ NOTES OVERLEAF

Notes:

1. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the
Annual General Meeting. Where such member’s instrument appointing a proxy(ies) appoints more than one proxy, the proportion of
the shareholding concerned to be represented by each proxy shall be specified in the instrument.

(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual
General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such
member. Where such member’s instrument appointing a proxy(ies) appoints more than two proxies, the number and class of shares
in relation to which each proxy has been appointed shall be specified in the instrument.

“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967.

A member who wishes to appoint a proxy(ies) must complete the instrument appointing a proxy(ies), before submitting it in the manner
set out below.

2. A proxy need not be a member of the Company. A member may choose to appoint the Chairman of the Meeting as his/her/its proxy.

3. A member should insert the total number of shares held. If the member has shares entered against his/her/its name in the Depository
Register (maintained by The Central Depository (Pte) Limited), he/she/it should insert that number of shares. If the member has shares
registered in his/her/its name in the Register of Members (maintained by or on behalf of the Company), he/she/it should insert that number
of shares. If the member has shares entered against his/her/its name in the Depository Register and shares registered in his/her/its name
in the Register of Members, he/she/it should insert the aggregate number of shares. If no number is inserted, this instrument appointing
a proxy(ies) will be deemed to relate to all the shares held by the member.

4. The instrument appointing a proxy(ies) must be submitted to the Company in the following manner:

(a) if submitted personally or by post, be lodged at the office of the Company’s Share Registrar, B.A.C.S. Private Limited at 77 Robinson
Road, #06-03 Robinson 77, Singapore 068896; or

(b) if submitted electronically, be submitted via email to the Company’s Share Registrar at [email protected],

and, in each case, must be lodged or received (as the case may be) by 2.00 p.m. on 23 April 2024, being not less than 72 hours before
the time appointed for the holding of the Annual General Meeting.

5. Completion and submission of an instrument appointing a proxy(ies) by a member will not preclude him/her from attending, speaking
and voting at the Annual General Meeting if he/she so wishes. Any appointment of a proxy(ies) for the Annual General Meeting shall be
deemed to be revoked if the member attends the Annual General Meeting in person, and in such event, the Company reserves the right
to refuse to admit any person(s) appointed under the relevant instrument appointing a proxy(ies) to the Annual General Meeting.

6. The instrument appointing a proxy(ies) must be executed under the hand of the appointor or of his/her attorney duly authorised in writing.
Where the instrument appointing a proxy(ies) is executed by a corporation, it must be executed either under its common seal or under
the hand of its attorney or its duly authorised officer. Where the instrument appointing a proxy(ies) is signed on behalf of the appointor
by an attorney, the power of attorney or other authority under which it is signed (if applicable) or a duly certified copy thereof must
(failing previous registration with the Company), if the instrument appointing a proxy(ies) is submitted personally or by post, be lodged
with the instrument, or if the instrument appointing a proxy(ies) is submitted electronically via email, be emailed with the instrument,
failing which the instrument may be treated as invalid.

7. The Company shall be entitled to reject an instrument appointing a proxy(ies) if it is incomplete, improperly completed, illegible or where
the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing
a proxy(ies) (including any related attachment). In addition, in the case of shares entered in the Depository Register, the Company may
reject an instrument appointing a proxy(ies), if the member, being the appointor, is not shown to have shares entered against his/her/its
name in the Depository Register as at 72 hours before the time appointed for holding the Annual General Meeting, as certified by The
Central Depository (Pte) Limited to the Company.
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Rebalance
Your Body
 Refreshing
Asian
Goodness

YEO HIAP SENG LIMITED | ANNUAL REPORT 2023

Yeo Hiap Seng Limited ANNUAL

(Company Registration No.: 195500138Z)
3 Senoko Way, Singapore 758057. REPORT
Tel: +65 6752 2122
www.yeos.com.sg Yeo’s Drinkable Garden, Gardens by the Bay Singapore, 16 Sep-13 Oct 2023 2023