Business Overview

4. INFORMATION ON OUR GROUP 4. INFORMATION ON OUR GROUP
GROUP STRUCTURE
~ ‘M1~eCafeSdnBhd ~ GonggaFoodSdnBIId ~ VillneCafe”arlce~ngSdn9hd
rl–“”‘-‘-“‘-‘-.-””—‘I—~ Emp2ro(sKilchenSdnBhd ~ Oynast1ConlectionerySlIn9hd ~ EsqulreCherSdnBIld OldTO\III’lKopi~amSdnBhd I
I””’Jr——“” ~ OI~SinlJaporePleUd on< Singapore PIe LId I I~) OIiHItMlKopiUam ~,I IButterwol1hSdnBhll I~ OynastyKilchenSdnBhd’——‘ ‘——.J ~ OlllTownKopitiamKuala1 LUmpurSlln 811d ‘””‘ OldTown KopltiamChel3sSdn ‘”‘ Conneczone Sdn 8M OTKEalery Sdn Bhd ,””‘ r———,OldlltMlloglSl/esSdnBhd L_O_”_T_”,,—,(ll~)_S_”_B_h_’ _–, “” ~~_PT_O_”_””’_,”_’_'”_’_”__ 4. INFORMATION ON OUR GROUP The summary details of our subsidiaries and associated companies are as follows:
Corporation Conneczone Dynasty Confectionery Dynasty Kitchen Esquire Chef Emperor’s Kitchen Gongga Food Kopiliam Asia Pacific Old Town Kopiliam Old To’Ml Kopiliam Butterworth Old Town KopiLiam Cheras Old Town Kopiliam Kuala Lumpur OlK Eatery alK Singapore Oldtown Singapore Oldtown Logistics Old Town (M) PT Oldtown Indonesia While Cafe While Cafe Marketing  Date/Place of Incorporation 16.11.2005/ Malaysia 04.07.2007 I Malaysia 21.12.2006/ Malaysia 05.12.2006/ Malaysia 21.06.2005/ Malaysia 13.10.2003/ Malaysia 10.04.1990/ Malaysia 29.11.2005/ Malaysia 14.06.2005/ Malaysia 03.10.20061 Malaysia 09.08.2005 1 Malaysia 20.08.2007 1 Malaysia 19.10.20071 Singapore 29.06.2007 1 Singapore 04.03.2010/ Malaysia 08.08.2007/ Malaysia 13.08.2010/ Indonesia 11.02.1999/ Malaysia 24.01.1996/ Malaysia  Effective Equity InterElst f%\ 80.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 40.0 50.0 100.0 100.0 100.0 35.0 100.0 100.0  Issued and PaId­up Share ca(~~: Principal Activities 50,000 Operalor of cafe ouUets. 200,000 Cenlral bakery and confectionery processing centre. 10 Distribution centre. 1,000 Cenlral food processing centre. 200,002 Central food processing centre. 300,000 Manufacture of roasted coffee powder and procurement of food items. 1,250,000 Franchisor of cafe ouUels and provision of management services. 200,000 Operator of cafe ouUels. 100,000 Operator of cafe ouUels. 160,000 Operator of cafe oullels. 100,000 Operator of cafe oullets. 100,000 Operator of cafe ouUets. SGD 100,000 Operator of cafe ouUets. SGD 100,000 Supply of food and beverages, provision of management services, licensor and operation of rood and beverage oullets. 2 Dormant. 2 Inveslmenl holding. Rp 6,923,374,800 Licensor and operator of cafe ouUels. 1,000,000 ManufactUring of beverages. 1,700,000 Marketing of beverages.
4. INFORMATION ON OUR GROUP
4.2 OUR HISTORY AND BUSINESS OUT Group’s history can be traced back to the incorporation of While Cafe in 1999, formerly known as Leadercal Sdn Bhd before assuming its present name on 3 August 2000. The current principal activity of the company is in the manufacturing of beverages. With the intention to provide quality white coffee to Malaysian households and the food services industry, the co-founders and Executive Directors, Mr Goh Ching Mun and Mr Tan Say Yap formulated their own blend of 3 in 1 instant white coffee and commenced manufacturing in 1999. With more than 10 years of experience in the coffee beverage industry, both our co-founders were instrumental in the growth of the Oldtown Group of companies. They are supported by Mr Lee Siew Heng, our Group Managing Director who played a significant role in implementing the overall vision, strategy and development of the Oldtown Group. With more than 20 years of experience in the manufacturing and retailing industries, of which more than 9 years were in the coffee beverage industry, Mr Lee Siew Heng brings with him invaluable industry, management and marketing experience. In 1999, we successfully commercialised our instant 3 in 1 coffee mix under the ‘OLDTOWN’ brand name for the retail sector. In 2000, we commenced our first export of the ‘OLDTOWN’ brand of instant coffee mix to Singapore. In 2001, our subsidiary, White Cafe Markeflng commenced operations as the marketing arm for our Group’s beverage products. During the same year, we also expanded our product line to include different variations of our instant coffee mix to those wilh no added sugar, hazelnut flavoured and ice cold version. During this time, we also expanded our export markels to Hong Kong for our instant coffee mix. In 2002, White Cafe obtained a HALAL certification from the Islamic Religious Department of Perak for the Group’s beverages. This is part of our Group’s intentions, which is to produce our beverages in accordance with the Islamic taw. In the same year, we successfully expanded our nationwide retail distribution of our instant coffee mix to cover East and West Malaysia through major hypermarkets and supermarkets. In 2003, as part of our on-going product line expansion, we also successfully commercialised our own formulated blend of 3 in 1 instant milk tea for the retail market under the ‘OLDTOWN’ brand name. In view of expanding our manufacturing activities, we incorporated Gongga Food in 2003 and commenced operations in 2004. The principal activity of the company is in the manufacturing of roasted coffee powder for the food services sector using the Group’s proprietary bean roasting process. We initially dislributed our roasted coffee powder to traditional coffee shops in Ipoh and subsequently expanded our distribution to cover other slates in Malaysia. In addition to the food services sector, our roasted coffee powder is also marketed to the retail sector under the ‘NAN YANG’ brand. In 2004, we further penetrated the export markets for our instant coffee mix to cover the USA and United Kingdom and subsequently in 2005, Taiwan and Indonesia. [n 2005, we expanded vertically into the food services sector by opening a chain of cafe outlets based on the traditional Ipoh coffee shop setting and ambience under the ‘OLDTOWN WHITE COFFEE’ brand name. This is part of the Group’s strategy of capitalising and reinforcing on the ‘OLDTOWN WHITE COFFEE’ brand in the food services industry. In the same year, Kopitiam Asia Pacific commenced operations in the licensing and provision of management services to ‘OLDTOWN WHITE COFFEE’ cafe outlets. 4. INFORMATION ON OUR GROUP Since the opening of our first ‘OLDTOWN WHITE COFFEE’ cafe outlet in Ipoh in 2005. our chain of cafe outlets have expanded to reach 182 cafe outlets in Malaysia, Singapore and Indonesia as at LPO. This includes fully and partially owned, as well as franchised and licensed cafe outlets. In 2005 and 2006, we established our subsidiaries namely Old Town Kopitiam, Old Town Koplliam Butterworth, Old Town Kopitiam Kuala Lumpur, Old Town Kopitiam Cheras and Connec20ne to focus on operating cafe outlets in different areas and states within Malaysia. To support our cafe outlet business operations, we established the following subsidiaries as central food processing centres between 2005 and 2007:­Emperor’s Kitchen commenced operations in 2005; Esquire Chef commenced operations in 2007; and Dynasty Confectionery commenced operations in 2007.
In 2005, Gongga Food’s business activities also expanded to cater to the procurement of food items for ‘OLDTOWN WHITE COFFEE’ cafe outlets. In the same year, Gongga Food also obtained a HALAL certification from the Islamic Religious Department of Perak for the production of its roasled coffee powder. In the same year, our subsidiary, White Cafe obtained HACCP certification from 8M TRADA Certification Ltd for the processing and manufacturing of beverage products. Please refer to Section 4.17 for the significance of the BM TRADA Certification. In 2006, we expanded our export markets to Canada, Japan and China. In the same year, we incorporated Dynasty Kitchen as a distribution centre for the northern region of Peninsula Malaysia, which commenced operations in 2007. During this year, we also incorporated Oldtown Berhad, which is currently an investment holding company and also currently provides management services to its subsidiaries. Subsequently we also started exporting to Thailand and the Philippines. In view of our plans to expand our cafe outlet business operations to Singapore, we incorporated Oldtown Singapore in 2007 to provide management services, supply of food and beverage items and licensing services to cafe outlets in Singapore. OTK Singapore commenced operations in 2008 wUh the launch of our first partially owned ‘OLDTOWN WHITE COFFEE’ cafe outlet in Singapore. Subsequently in 2010, Oldtown Singapore also commenced operations of three of our fully owned cafe outlets. ln 2008, our subsidiaries, Dynasty Confectionery and Esquire Chef obtained HALAL certifications from the Islamic Religious Department of Perak for the processing of various food. Our other food processing subsidiary, Emperor’s Kitchen obtained HALAL certification from the SAS-H Consullant Sdn Bhd. To further affirm our adherence to international food safety standards, our subsidiary, White Cafe achieved [SO 22000:2005 certification and 150 9001 :2000 from BM TRADA Certification Ltd in 2008 in addition to GMP certification by the Department of Public Health, Ministry of Health Malaysia in the same year. Within 2008, we also expanded our product line to include 3 in 1 instant coffee mix with cane sugar. In 2009, Gongga Food obtained a HACCP certification from 8M TRADA Certification Ltd for the production of roasted coffee powder and achieved ISO 22000:2005 certification from BM TRADA Certification Ltd for manufacturing of dried roasted ground coffee beverage products. During lhe same year, Kopitiam Asia Pacific had registered its franchise with the Registrar of Franchise, Malaysia. As at LPD, the operalors of 169 ‘OLDTOWN WHITE COFFEE’ cafe outlets in Malaysia have entered into franchise agreements with Kopitiam Asia Pacific. Within 2009, we also expanded into the RTD beverages market and launched our canned RTD coffee. Our subsidiary, White Cafe also obtained a HALAL certification from Halal Industry Development Corporation for the manufacturing/distribution of Old Town white coffee, specifically for our RTD coffee. The manufacturing of our RTD coffee is sub-contracted to a third party. During the same year, White Cafe upgraded from ISO 9001 :2000 to ISO 9001 :2008 which was certified by BM TRADA Certification Ltd. 4. INFORMATION ON OUR GROUP As at LPD, our ‘OLDTOWN’ beverages were sold in approximately 5,002 retail outlets nationwide in Malaysia, approximately 730 retail outlets in Singapore and approximately 2,335 retail Dullets in Hong Kong. In 2010, our subsidiary, Esquire Chef obtained a HACCP certification and GMP certification for the preparation of food seasonings, condiments for restaurant outlets from Moody International Certification (Malaysia) Sdn Bhd. During .the same year, Gongga Food obtained a GMP certification from Food Safety and Quality Division under the Department of Public Health of the Ministry of Health Malaysia for our roasted ground coffee mixture. One of our central food processing centres, Emperor’s Kitchen obtained HALAL certifications from the Islamic Development Department of Malaysia (JAKIM) for various food manufactured and distributed by the company. Emperor’s Kitchen also obtained HACCP Codex Alimentarius and MS ‘\480:2007 certifications from SGS (Malaysia) Sdn Bhd for its activilies involving preparation of foodstuff from raw materials receiving, processing, packing, storage and delivery of finished goods to distributor. In view of our plans 10 expand our cafe outlets business operations to Indonesia, we acquired a dormant company, namely Old Town (M) in 2010. Old Town (M) is currently an investment holding company of our associated company, PT Oldtown Indonesia. PT Oldtown Indonesia is a licensor and operator of cafe outlets. During the same year, we also incorporated Oldtown Logislics, which is currently dormant with intended logistics activities. In 2011, PT Oldtown Indonesia commenced operations with the establishment of our first two partially owned ‘OLDTOWN WHITE COFFEE’ cafe outlets in Jakarta, Indonesia. During the same year, Dynasty Confectionery obtained HACCP certification and GMP certification for the production of bakery products and coconut jam for restaurant oullets from Moody International Certification (Malaysia) Sdn Bhd. Our Group’s key milestones and awards are a testament to the success of our Group, which are as set out in Section 4.3 of this Prospectus. The Oldtown Group has established itself as a major and reputable operator of a chain cafe and manufacturer of beverages with revenues of RM255.1 million for FYE 2010. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
4. INFORMATION ON OUR GROUP
4.3 KEY ACHIEVEMENTS AND MILESTONES The table below sets out our Group’s key development and achievement milestones over the years:­Year  Key Milestones  1999  Incorporated While Cafe and commenced manufacturing of 3 in 1 instant coffee mix under the ‘OLDTOWN’ brand name. Commenced our first export of instant coffee mix to Singapore. White Cafe Marketing commenced operations as the marketing arm for our Group’s beverage products. Expanded product lines to include instant coffee mix with no added sugar, hazelnut flavoured and ice cold versions. Commenced export of our instant coffee mix to Hong Kong. White Cafe obtained HALAL certification from the Islamic Religious Department of Perak for the Group’s beverages. Expanded nationwide retail distribution to cover East and West Malaysia through major hypermarkets and supermarkets. Commercialised 3 in 1 instant milk tea for the retail market as part of the on1Joing product line expansion. Incorporated Gongga Food to manufacture roasted coffee powder using our proprietary bean roasting process. Gongga Food commenced operations in the manufacturing of roasted coffee powder. Penetrated additional export markets including the USA and United Kingdom. Subsequently exported our instant coffee mix to Taiwan and Indonesia. Vertical expansion into operation of cafe outlets under the ‘OLDTOWN WHITE COFFEE’ brand name. Opened our first cafe outlet in Ipoh. Kopitiam Asia Pacific, commenced operations in the licensing of cafe outlets and provision of management services. Incorporated our subsidiaries including Old Town Kopitiam, Old Town Kopitiam Butterworth, Old Town Kopitiam Kuala Lumpur and Conneczone to focus on operating cafe outlets in different areas and states within Malaysia. Old Town Kopitiam Butterworth, Old Town Kopitiam Kuala Lumpur and Conneczone commenced operations. Gongga Food expanded to cater to the procurement of food items for OLDTOWN WHITE COFFEE cafe outlets. Gongga Food obtained HALAL certification from the Islamic Religious Department of Perak for the production of roasted coffee pOWder. While Cafe obtained a HACCP certification from BM TRADA Certification Ltd for the processing and manufacturing of beverage prodUcts. Emperor’s Kitchen commenced operations as a central food processing centre to service our cafe outlets.  2000  2001  2002  2003  2004  2005
INFORMATION ON OUR GROUP Year 2006  Key Milestones Incorporated our subsidiary, Old Town Kopitiam Cheras as an operator of cafe outlets. Town Kopitiam Cheras and Old Town Kopitiam commenced operations.  Old  We exported our products to Canada, Japan and China.  2007  Dynasty Kitchen commenced operations as a distribution centre for the northem region of Peninsula Malaysia.  Esquire Chef commenced operations as a central food processing centre.  Incorporated Oldtown Berhad.  Dynasty Confectionery commenced operations as central food processing centre.  . Incorporated Oldtown Singapore to provide management services and supply food and beverages as well as licensing services to cafe outlets in Singapore. The company commenced operations in the same year.  We started exporting instant coffee mix to Thailand and the Philippines.  2008  OTK Singapore commenced operations in 2008 with the launch of our first partially owned ‘OLDTOWN WHITE COFFEE’ cafe outlet in Singapore.  We expanded our product line to include 3 in 1 instant coffee mix with cane sugar.  White Cafe achieved ISO 22000:2005 certification and ISO 9001 :2000 from BM TRADA Certification ltd. In addition, White Cafe also attained GMP certified by Department of Public Health, Ministry of Health Malaysia.  Esquire Chef and Dynasty Confectionery obtained HALAL certification from the Islamic Religious Department of Perak for the processing of various food.  Empero~s Kitchen obtained HALAL certification from SAS-H Consultant Sdn Bhd.  2009  Gongga Food obtained a Hazard Analysis Critical Control Point Management System (HACCP) certification from BM TRADA Certification Ltd for the production of roasted coffee powder. Gongga Food also obtained the ISO 22000:2005 certification from BM TRADA Certification Ltd for manufacturing of dried roasted ground coffee beverage products.  Kopitiam Asia Pacific registered its franchise with the Registrar of Franchise, Malaysia.  White Cafe obtained a HALAL certification from Halal Industry Development Corporation for the manufacturing/distribution of Old Town white coffee, specifically for RTD coffee.  We expanded into the RTD beverages market and launched our canned RTD coffee.  White Cafe upgraded from ISO 9001 :2000 to ISO 9001 :2008 which was certified by BM TRADA Certification ltd.  2010  Oldtown Singapore started operation of cafe outlets.  Esquire Chef obtained a HACCP certification and GMP certification for the preparation of food seasonings, condiments for restaurant outlets from Moody Intemational Certification (Malaysia) Sdn Bhd.  Gongga Food obtained a GMP certification from Food Safety and Quality Division under the Department of Public Health of the Ministry of Health Malaysia for our roasted ground coffee mixture.  Empero~s Kitchen obtained HALAL certifications from the Islamic Development Department of Malaysia (JAKIM) for various food manufactured and distributed by the company.
INFORMATION ON OUR GROUP Year  Key Milestones  2010 (cont’d)  Emperor’s Kitchen oblained HACCP Codex Alimenlarius and MS 1480:2007 certifications from SGS (Malaysia) Sdn Bhd for its activities involving preparation of foodstuffs from raw materials receiving, processing, packing, storage and delivery of finished goods to distributor. Acquired Old Town (M) as investment holding company of our associated company, PT Oldtown Indonesia, which is a licensor and operator of cafe outlets in the territories of Java and Bali, Indonesia. PT Oldtown Indonesia commenced operations with the establishment of our first two partially owned ‘OLDTOWN WHITE COFFEE’ cafe outlets in Jakarta, Indonesia Dynasty Confectionery obtained HACCP certification and GMP certification for the production of bakery products and coconut jam for restaurant outlets from Moody Intemational Certification (Malaysia) Sdn Bhd. As at LPD, the number of OLDTOWN WHITE COFFEE cafe outlets expanded to a total of 182 cafe outlets in Malaysia, Singapore and Indonesia. This includes fully and partially owned, as well as franchised and licensed cafe outlets. As at LPD, our ‘OLDTOWN’ beverages were sold in approximately 5,002 retail outlets nationwide in Malaysia, approximately 730 relail outlets in Singapore and approximately 2,335 retail outlets in Hong Kong.  2011
Awards Our Group has won numerous awards through our subsidiaries and substantial shareholder, Old Town International. These awards are listed as follows: Year  Award  2007  Golden Bull Award 2007 organised by Nanyang Siang Pau. Best brands Food and Beverage Kopitiam 2007 by the BrandLaureate. SME Brand Excellence Award 2007 from the SMI Association of Malaysia. Malaysia Book of Records for achieving the largest Kopitiam chain in Malaysia by year end 2007. Golden Award in the National Growth Award 2008 from the Malaysian Retailer-Chains Association. Enterprise 50 Award 2008. Golden Bull Award 2008 organised by Nanyang Siang Pau.  2008  2009  Ranked first in the Top 10 outstanding SMEs category in the Golden Bull Award 2009 organised by Nanyang Siang Pau. Gold Award (National Growth Award) in the MRCA Award 2009 from the Malaysian Relailer-Chains Association. Silver Award (Fast Food) in Putra Brand Awards 2010 organised by the Association of Accredited Advertising Agents Malaysia. Platinum Award for Outstanding Malaysian Brand in the Outstanding Business Awards 2010 organised by the Star.  2010
INFORMATION ON OUR GROUP Year  Award  2010 (conl’d)  Ranked first in the Super Golden Bull category in the Golden Bull Award 2010 organised by Nanyang Siang Pau. Enterprise 50 Award 2010.  2011  Product Excellence Award (Category III) in Industry Excellence Award 2010 organised by Ministry of International Trade and Industry. Industry Excellence Award 2010 organised by Ministry of International Trade and Industry. The People’s Choice Special Mention (Retail -Fast Food) in Putra Brand Awards 2011 organised by the Association of Accredited Advertising Agents Malaysia.
4.4 SHARE CAPITAL AND CHANGES IN SHARE CAPITAL As at the date of incorporation, the authorised share capital of our Company was RM100,OOO comprising 100,000 ordinary shares of RM1.00 each. On 28 December 2009, the authorised share capital of our Company was increased to RM500,000,OOO comprising 500,000,0.00 ordinary shares of RM1.00 each. As at LPD, the existing issued and paid-up share capital of our Company is RM266,606,OOO comprising 266,606,000 Shares of RM1.00 each. The changes in the issued and paid-up share capital of our Company for the last three (3) years are as follows: ­Date of Allotment  Number of shares Allotted  Par Value (RMI  Consideration’ ‘I  Cumulative Issued and Paid-up Share Capital (RM)  30.11.2007 16.05.2011  2 266,605,998  1.00 1.00  Cash Acquisitions  2 266,606,000
Note: (1) There were no discounts, special terms or instalment payment terms provided in relation to these transactions. Please refer to Section 13.1 for further information on the share capital of our Company. 4.5 SUBSIDIARY AND ASSOCIATED COMPANIES 4.5.1 Conneczone (a) Background and History
Conneczone was incorporated under the Act on 16 November 2005 in Malaysia as a private limited company under its present name. Conneczone commenced business operations in 2005.
(b) Principal Activities and Products I Services

Conneczone is principally engaged as an operator of cafe outlets. 4. INFORMATION ON OUR GROUP
(c) Substantial Shareholders
(d) Share Capital

Name  Direct  Indirect  No. of Shares Held  %  No. of Shares Held  %  Oldtown Chow Kwai Mun  40,000 10,000  80.0 20.0  — —
The present authorised share capital is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM50,000 comprising 50,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Conneczone for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Conneczone does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Conneczone does not have any subsidiary or associated companies. 4.5.2 Dynasty Confectionery (a) Background and History
Dynasty Confectionery was incorporated under the Act on 4 July 2007 in Malaysia as a private limited company under its present name. Dynasty Confectionery commenced business operations in 2007.
(b) Principal Activities and Products I Services
Dynasty Confectionery is principally involved as the central bakery and confectionery processing centre of our Group.
(c) Substantial Shareholders Dynasty Confectionery is a wholly owned subsidiary of our Company.

(d) Share Capital

The present authorised share capital is RM500,OOO comprising. 500,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM200,OOO comprising 200,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Dynasty Confectionery for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Dynasty Confectionery does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Dynasty Confectionery does not have any subsidiary or associated companies. 4. INFORMATION ON OUR GROUP
4.5.3 Dynasty Kitchen (a) Background and History Dynasty Kitchen was incorporated under the Act on 21 December 2006 in Malaysia as a private limited company under its present name. Dynasty Kitchen commenced business operations in 2007. (b) Principal Activities and Products I Services Dynasty Kitchen is principally engaged as the distribution centre of our Group for the northern region of Peninsula Malaysia. (c) Substantial Shareholders
Dynasty Kitchen is a wholly owned subsidiary of Old Town Kopitiam Butterworth, which in turn is a wholly owned subsidiary of our Company.
(d) Share Capital

The present authorised share capital is RM100,000 compnsmg 100,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM10 comprising 10 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Dynasty Kitchen for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Dynasty Kitchen does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Dynasty Kitchen does not have any SUbsidiary or associated companies. 4.5;4 Esquire Chef (a) Background and History
Esquire Chef was incorporated under the Act on 5 December 2006 in Malaysia as a private limited company under its present name. Esquire Chef commenced business operations in 2007.
(b) Principal Activities and Products I Services Esquire Chef is principally engaged as the central food processing centre of our Group.
(c) Substantial Shareholders Esquire Chef is a wholly owned subsidiary of our Company.

(d) Share Capital

The present authorised share capital is RM100,OOO compnslng 100,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM1,000 comprising 1,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Esquire Chef for the last three (3) years preceding the date of this Prospectus.

4. INFORMATION ON OUR GROUP
As at the date of this Prospectus, Esquire Chef does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Esquire Chef does not have any subsidiary or associated companies. 4.5.5 Emperor’s Kitchen (a) Background and History
Emperor’s Kitchen was incorporated under the Act on 21 June 2005 in Malaysia as a private limited company under its present name. Emperor’s Kitchen commenced business operations in 2005.
(b) Principal Activities and Products I Services

Emperor’s Kitchen is principally engaged as the central food processing centre of our Group. (c) Substantial Shareholders Emperor’s Kitchen is a wholly owned subsidiary of our Company.

(d) Share Capital

The present authorised share capital is RM500,000 comprising 500,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM200,002 comprising 200,002 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Emperor’s Kitchen for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Emperor’s Kitchen does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Emperor’s Kitchen does not have any subsidiary or associated companies.
4.5.6 Gongga Food (a) Background and History
Gongga Food was incorporated under the Act on 13 October 2003 in Malaysia as a private limited company under its present name. Gongga Food commenced business operations in 2004.
(b) Principal Activities and Products I Services
Gongga Food is principally engaged in the manufacture of roasted coffee powder and procurement of food items.
(c) Substantial Shareholders Gongga Food is a wholly owned subsidiary of our Company.

 

 

4. INFORMATION ON OUR GROUP
(d) Share Capital The present authorised share capital is RM500,OOO comprising 500,000 ordinary shares of RM1.00 each, while its present issued and paid up share capital is RM300,000 comprising 300,000 ordinary shares of RM1.00 each. The changes in the issued and paid up share capital of Gongga Food for the last three (3) years are as follows:­Cumulative issued  Date  No. of shares  Par value  and paid up share  Issued  allotted  (RM)  Consideration  caDital tRMI
13.7.2010  200,000  1.00  Cash(1)  300,000
Note: (1) There were no discounts, special tenns or instalment payment terms provided in relation to this transaction. As at the date of this Prospectus, Gongga Food does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Gongga Food does not have any subsidiary or associated companies. 4.5.7 Kopitiam Asia Pacific (a) Background and History
Kopitiam Asia Pacific was incorporated under the Act on 10 April 1990 in Malaysia under the name of Ultimate Apparel Sdn Bhd as a private limited company. It subsequently changed its name to Uomo Donna Accesssori Sdn Bhd on 7 August 1992. On 10 January 2001, it changed its name to eN Trading Sdn Bhd and on 3 June 2005 it changed its name to Kopitiam Asia Pacific Sdn Bhd and has assumed that name since. It commenced business operations in 1993.
(b) Principal Activities and Products I Services
Since its incorporation, Kopitiam Asia Pacific was principally involved in the supplying of garments and various kinds of fashion and accessories. In 2005, it changed its principal activities to being involved as a licensor of cafe outiets and provision of management services. Subsequently in 2009, pursuant to the registration of its franchise with the Registrar of Franchise, Malaysia, Kopitiam Asia Pacific started to be involved as the franchisor of cafe outlets, while still continuing to provide management services.
(c) Substantial Shareholders

Kopitiam Asia Pacific is a wholly owned subsidiary of our Company. 4. INFORMATION ON OUR GROUP (d) Share Capital The present authorised share capital is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM1,250,000 comprising 1,250,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Kopitiam Asia Pacific for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Kopiliam Asia Pacific does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, the subsidiary of Kopitiam Asia Pacific is Old Town Kopitiam.
4.5.8 Old Town Kopitiam (a) Background and History
Old Town Kopitiam was incorporated under the Act on 29 November 2005 in Malaysia as a private limited company under its present name. Old Town Kopitiam commenced business operations in 2006.
(b) Principal Activities and Products I Services Old Town Kopitiam is principally engaged as an operator of cafe outlets.
(c) Substantial Shareholders
Old Town Kopitiam is a wholly owned subsidiary of Kopitiam Asia Pacific, which in turn is a wholly owned subsidiary of our Company.
(d) Share Capital

The present authorised share capital is RM500,000 comprising 500,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM200,000 comprising 200,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Old Town Kopitiam for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Old Town Kopitiam does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) SUbsidiary or Associated Company As at LPD, Old Town Kopitiam does not have any subsidiary or associated companies. 4. INFORMATION ON OUR GROUP 4.5.9 Old Town Kopitiam Butterworth (a) Background and History Old Town Kopitiam Butterworth was incorporated under the Act on 14 June 2005 in Malaysia under the name of Superb Chef Sdn Bhd as a private limited company. Superb Chef Sdn Bhd was a dormant com pany until end July 2005 when it commenced business as an operator of cafe outlets. Subsequently on 9 August 2005, it changed its name to Old Town Kopitiam Butterworth Sdn Bhd and has assumed that name since. (b) Principal Activities and Products I Services Old Town Kopitiam Butterworth is principally engaged as an operator of cafe outlets.
(c) Substantial Shareholders Old Town Kopitiam Butterworth is a wholly owned subsidiary of our Company.
(d) Share Capital

The present authorised, issued and paid up share capital is RM100,000 comprising 100,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Old Town Kopitiam Butterworth for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Old Town Kopitiam Butterworth does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, the subsidiary of Old Town Kopitiam Butterworth is Dynasty Kitchen. 4.5.10 Old Town Kopitiam Cheras (a) Background and History
Old Town Kopitiam Cheras was incorporated under the Act on 3 October 2006 in Malaysia as a private limited company under its present name. Old Town Kopitiam Cheras commenced business operations in 2006.
(b) Principal Activities and Products I Services Old Town Kopitiam Cheras is principally engaged as an operator of cafe outlets.
(c) Substantial Shareholders Old Town Kopitiam Cheras is a wholly owned subsidiary of our Company.
(d) Share Capital

The present authorised share capital is RM500,000 comprising 500,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM160,OOO comprising 160,000 ordinary shares of RM1.00 each. 4. INFORMATION ON OUR GROUP There are no changes in the authorised, issued and paid up share capital of Old Town Kopiliam Cheras for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Old Town Kopitiam Cheras does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, Old Town Kopitiam Cheras does not have any subsidiary or associated companies. 4.5.11 Old Town Kopitiam Kuala Lumpur (a) Background and History
Old Town Kopiliam Kuala Lumpur was incorporated under the Act on 9 August 2005 in Malaysia as a private limited company under its present name. Old Town Kopitiam Kuala Lumpur commenced business operations in 2005.
(b) Principal Activities and Products I Services
Old Town Kopitiam Kuala Lumpur is principally engaged as an operator of cafe outlets.
(c) Substantial Shareholders Old Town Kopitiam Kuala Lumpur is a wholly owned subsidiary of our Company.
(d) Share Capital

The present authorised, issued and paid up share capital is RM100,OOO comprising 100,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Old Town Kopitiam Kuala Lumpur for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Old Town Kopiliam Kuala Lumpur does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) SUbsidiary or Associated Company As at LPD, Old Town Kopitiam Kuala Lumpur does not have any subsidiary or associated companies. 4.5.12 OTK Eatery (a) Background and History
OTK Eatery was incorporated under the Act on 20 August 2007 in Malaysia as a private iimited company under its present name. OTK Eatery commenced business operations in 2007.
(b) Principal Activities and Products I Services OTK Eatery is principally engaged as an operator of cafe outlets.

 

4. INFORMATION ON OUR GROUP (c) Substantial Shareholders Name  Direct  Indirect  No. of Shares Held  %  No. of Shares Held  %  Oldtown Old Town International Khong Cheong Fong Heng Teik Chun Liew Choi Yin Lee Siew Heng Goh Ching Mun Chin La; Yoong  40,000 -25,000 25,000 10,000 — 40.0 -25.0 25.0 10.0 — -40,000(1) —40,000″) 40,000″) 40,000″)  -40.0 —40.0 40.0 40.0
Notes: (1) Deemed interested by virtue of its substantial shareho/ding in Oldtown, which in turn has a 40% shareholding in OTK Eatery, pursuant to Section 6A of the Act.
(2) Deemed interested by virtue of their shareholdings in Old Town International, pursuant to Section 6A of the Act

(d) Share Capital The present authorised, issued and paid up share capital is RM100,OOO comprising 100,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of OTK Eatery for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, OTK Eatery does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, OTK Eatery does not have any subsidiary or associated companies. 4.5.13 OTK Singapore (a) Background and History
OTK Singapore was incorporated under the Companies Act (Cap. 50) on 19 October 2007 in Singapore as a private limited company under its present name. OTK Singapore commenced business operations in 2008.
(b) Principal Activities and Products I Services OTK Singapore is principally engaged as an operator of cafe outlets.

 

4. INFORMATION ON OUR GROUP (c) Substantial Shareholders Name  Direct  Indirect  No. of Shares Held  %  No. of Shares Held  %  Oldtown Singapore Oldtown Old Town Intemational Lee Kok Huang Lee Siew Heng Goh Ching Mun Chin Lai Yoong  50,000 50,000  50.0 50.0  -50,000(1) 50,000′” -50,000′” 50,000′” 50,000″)  -50.0 50.0 -50.0 50.0 50.0
Notes: (1) Deemed interested by virtue of its 100% shareho/ding in Oldtown Singapore, which in turn has a 50% shareholding in aTK Singapore, pursuant to Section 6A of the Act.
(2) Deemed interested by virtue of its substantial sharehofding in Oldtown, pursuant to Section 6A of the Act.
(3) Deemed interested by virtue of their shareholdings in Old Town International. pursuant to Section 6A of the Act

(d) Share Capital The company has a share capital of SGD100,000 comprising 100,000 ordinary shares, all of which has been issued and are fully paid up. There are no changes in the authorised, issued and paid up share capital of OTK Singapore for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, OTK Singapore does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, OTK Singapore does not have any subsidiary or associated companies. 4.5.14 Oldtown Singapore (a) Background and History
Oldtown Singapore was incorporated under the Companies Act (Cap. 50) on 29 June 2007 in .Singapore as a private limited company under its present name. Oldtown Singapore commenced business operations in 2007.
(b) Principal Activities and Products JServices
Oldtown Singapore is principally engaged in the supply of food and beverages and provision of management services, as a licensor and operation of food and beverage outlets.
(c) Substantial Shareholders Oldtown Singapore is a wholly owned subsidiary of our Company.

 

4. INFORMATION ON OUR GROUP
(d) Share Capital The company has a share capital of SGD100,OOO compnslng 100,000 ordinary shares. all of which has been issued and are fully paid up. The changes in the issued and paid up share capital of Oldtown Singapore for the lasl three (3) years are as follows:· Date  No. of shares  Cumulative issued and paid up  Issued  allotted  Consideration  share caDlta”1 (Sm:il
28.11.2009  99,900   100,000
Nale: (1) There were flO discounts, special lenns or instalment payment lenns provided in relation to this transaction. As at the dale of this Prospectus, Oldtown Singapore does not have any outstanding warrants. options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, the associated company of Oldtown Singapore is OTK Singapore. 4.5.15 Oldtown Logistics (a) Background and History
Oldtown Logistics was incorporated under the Act on 4 March 2010 in Malaysia as a private limiled company under its present name.
(b) Principal Activities and Products I Services Oldtown Logistics is currently a dormant company.

(c) Substantial Shareholders Oldtown Logistics is a wholly owned subsidiary of our Company.

(d) Share Capital

The present authorised share capital is RM100,OOO compnslng 100,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM2 comprising 2 ordinary shares of RM1.00 each. The changes in Oldtown Logislics’s issued and paid up share capital for the past three (3) years are as folJows:­Date Issued  No. of shares allotted  Par value (RM)  Consideration  Cumulative Issued and paid up ~~a!~ caDitallRMJ  04.03.2010  2  1.00  Cashl11  2
Note: (1) There were no diSCtJunrs, specia/lenns or instalment payment renns provided in relarion to this lransadion. 4. INFORMATION ON OUR GROUP As allhe date of this Prospectus, Oldtown Logistics does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company Oldtown Logistics does not have any subsidiary or associated companies.
4.5.16 White Cafe (a) Background and History White Cafe was incorporated under the Act on 11 February 1999 in Malaysia as a private limited company under the name of Leadercal Sdn Bhd. It subsequently changed its name 10 While Cafe Sdn Bhd on 3 August 2000 and has assumed that name since. It commenced business operations in 1999. (b) Principal Activities and Products I Services White Cafe is principally engaged in the manufacturing of beverages. Previously as Leadercal Sdn Bhd, it was then principally involved in the manufacturing, trading & packing of white coffee powder and other related gourmet products. (c) Substantial Shareholders White Cafe is a wholly owned subsidiary of our Company.

(d) Share Capital

The present authorised share capital is RM5,OOO,OOO comprising 5,000,000 ordinary shares of RM1.00 each, while ils issued and paid up share capital is RM1,000,OOO comprising 1,000,000 ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of While Cafe for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, White Cafe does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, White Cafe does not have any subsidiary or associated companies.
4.5.17 White Cafe Marketing (a) Background and History
White Cafe Marketing was incorporated under the Act on 24 January 1996 in Malaysia as a private limited company under the name of Serba Mutiara Sdn Bhd. It subsequently changed its name to White Cafe Marketing Sdn Bhd on 10 September 2001 and has assumed that name since. It commenced business operations in 2001.
(b) Principal Activities and Products JServices

White Cafe Marketing is principally engaged in the marketing of beverages. Previously as Serba Mutiara Sdn Bhd, it was principally involved in properties investment 4. INFORMATION ON OUR GROUP (e) Substantial Shareholders White Cafe Marketing is a wholly owned subsidiary of OUf Company.
(d) Share Capital The present authorised share capital is RMS.OOO,OOO comprising 5,000,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM1,700,OOO comprising 1,700,000 ordinary shares of RM1.00 each. There are no changes in the authorised. issued and paid up share capital of White Cafe Marketing for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus. White Cafe Marketing does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As al LPD. White Cafe Marketing does not have any subsidiary or associated companies. 4.5.18 Old Town (M) (a) Background and History
Old Town (M) was incorporated under the Act on B August 2007 in Malaysia as a private limited company under its present name.
(b) Principal Activities and Productsl Services Old Town (M) is currently an investment holding company.

(c) Substantial Shareholders Old Town (M) is a wholly owned subsidiary of our Company.

(d) Share Capital

The presenl aulhorised share capital is RM100,OOO comprising 100,000 ordinary shares of RM1.00 each, while its issued and paid up share capital is RM2 comprising two (2) ordinary shares of RM1.00 each. There are no changes in the authorised, issued and paid up share capital of Old Town (M) for the last three (3) years preceding the date of this Prospectus. As at the date of this Prospectus, Old Town (M) does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, the associated company of Old Town (M) is PT Oldtown Indonesia. Old Town (M) does not have any subsidiaries. 4. INFORMATION ON OUR GROUP
4.5.19 PT Oldtown Indonesia (a) Background and History PT Oldtown Indonesia was registered with the Ministry of Laws of Indonesia under Notary Deed number 37 on 13 August 2010 in Indonesia as a privale limited company under its present name. (b) Principal Activities and Products I Services PT Oldtown Indonesia is currently a licensor and operator of cafe outlets.
(c) Substantial Shareholders

Name  Direct  Indirect  No. of Shares Held  %  No. of Shares Held  %  Existing:  Old Town (M)  271,110  35.0  – – OldtownP)  – – 271,110  35.0  Old Town lnlemationall~J  271,110  35.0  Lee Slew Heng{J!  – – 271,110  35.0  Goh Ching Mun(J)  – – 271,110  35.0  Chin Lai YoongP)  271,110  35.0  PT. Parama Samaya{4j  503,490  65.0  – – PT. Miki Danko (~I  – – 503,490  65.0  PT. Langgel’\9 Satya Pratama I~J  – – 503,490  65.0  Alamsjahl7l  – – 503,490  65.0  Ishak Chandra!7)  – – 503,490  65.0  Lie Tommy Irawanl/J  – – 503,490  65.0  Liem Hendra t~J  – – 503,490  65.0  Handokol~)  – – 503,490  65.0  Rudy Prawira SatyalBJ  – – 503,490  65.0
No/es:­(1) Deemed inferes/ed by virtue of its 100% shareholding in Ofd Town (M), which in fum has a sharsholding of35.0″~ in PT Oldtown Indonesia, pursuan//o Sedion 6A of the Act.
(2) Deemed interested by virtue of its subsfanUal shareho/ding in Old/own, (Jursuant /0 Sedion 6A of the Ac/.
(3) Deemed interested by virtue of their shareholdings in Old Town International, which in tum is a substantial shareholder of Old/own, which in fum has a 100% shareholding in Old Town (M), which fn fum has a shareholding of 35.0% in PT Old/own Indonesia, pursuant fo Section 6A of /heAct.
4. INFORMATION ON OUR GROUP

(4) General Information on PT. Perama Samaya
(5)
(6)

CounlIy ofincorpOlation  Indonesia  Company regisJration number  AHU-27707.AH.01.01.Tahvn 2010  Registered address  Wisma Soewama, Z”‘ Floor, StJj1e L-O, Soowama  Business Park, Soekamo-Hatta International AitpOlf,  Tangerang 19110  Pn’ncipel adMties  General Trading  Director.!  1)  Alamsjah  2)  Ue Tommy lrawan  Shareholders  2,  PT. Miki Danko PT. Lannnenn Salva Pmtama
Deemed inferesled, by virtue of its svbstantial shareholding of 75% in PT. Parama Samaya, which in tum has a shareholding of 65.0″/0 in PT Old/own Indonesia, pvrsuant to Sec/ion fiA of the Ac/. Genera//nformation on PT. Miki Danko Coun/ry 01 inCOlpOralion  Indonesia  Company registration number  AHU-25178.AH.01.01.Tahun 2010  Regis/ered address  JI.  Daan Magif KM.  11 No.  12, Kedevng Keli  Angke, Cengkareng Jakar1a Barat 11710  Pn’ncipal ac/Mties  General Trading  Director.!  1)  AlamsJah  2)  Ishak Chandra  Shareholders  1)  Alamsjah  Ishak Chandra  ~  Ue Tomm  Jrawan
Deemed interested, by virtue of its substan/ial shareho/ding of 25% in PT. Parama Samaya, which in tvm has a sharoholdlng of 85.0% in PT Old/own Indonesia, pursuant/o Section fiA of the Acl. Genera/lnformalion on PT Lanqaenq Satya Pralama Country of incorporation  Indonesia  Company regisrra/ion number  AHU-23395.AH.01.0tTahun 2010  Registered address  Menara Bafavia, 1r:J1’ Floor  JI. KH Mas Mansyvr Kav. 126  Jakarta 10220  Principal actMUes  Genera! Trading  Direc/ors  1)  UemHendra  2)  Hendoko  Sharaho/ders  1)  UemHendra  HandokD  ~  Rudy Prawira Salva
(7) Deemed interested, by virtue of their substantial shareholding In PT. Mikl Danko, which in tum has a shareholding of 75% In PT. Parama Samaya, which in tum has a shareho/ding of65.0% in PT Old/own Indonesia, pursuant fo Section fiA of the Ad.
(8) Deemed interested, by virtue of their svbstantial sh~holding in PT. Langgeng Satya Pratama, which in tum has a shareholding of 25% in PI. Parama Samaya, which in tum has a shareholding of65.0% in PT Old/own Indonesia, pursuant to Sedion 6A of/he Act.

4. INFORMATION ON OUR GROUP (d) Share Capital The present authorised share capital is Rp27,693,499,200 compnSlng 3.098,400 shares of RpB,938 each, while its issued and paid up share capital is Rp6,923.374.800 comprising 774,600 shares of RpB,938 each. The changes in PT Oldtown Indonesia’s issued and paid up share capital for the past three (3) years are -as follows:­Cumulative issued  Date Issued  No. of shares allotted  Par value (Rp)  Consideration  and paid up ~~~~~ capital R  13.08.2010  276,000  8,938  Cashl”  2,466.888.000  17.3.2011  498,600  8,938  Cash!l)  6,923.374,800
Note: (1) There were no discounts, special/erms or ins/elment payment terms proviried in relalicJfllo Ihis transaction. As at the dale of this Prospectus. PT Oldtown Indonesia does not have any outstanding warrants, options, convertible securities or uncalled capital. (e) Subsidiary or Associated Company As at LPD, PT Oldtown Indonesia does not have any subsidiary or associated companies. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP
4.6 LISTING SCHEME In conjunction with, and as an integral part of our listing and quotation for our entire issued and paid-up share capital on the Main Market of Bursa Securities, our Company implemented the listing scheme set out as follows:­(i) Acquisitions;
(ii) IPO; and

(iii) Listing of Oldtown Shares. The above are inter-conditional and are viewed as one exercise undertaken to facilitate the Listing of our Company. 4.6.1 Acquisitions 4.6.1.1 Acquisitions of Companies Not Owned by Old Town International Oldtown had entered into the following conditional sale and purchase agreements for shares, all dated 28 December 2009 (as supplemented by the letters dated 24 May 2010, 11 June 2010, 15 April 2011 and 21 April 2011 respectively, and supplemental agreements dated 9 December 2010 and 15 December 2010, respeclively) with the respective vendors for the following acquisitions:­Companies Vendors % No. of Purchase To be satisfied via acquired shares at consideration No. of C”,h RM1.00 Shares each Issued
(RM’mllllonl (‘million) (RM’million) Emperor’s Lee S;ew Heng and Chee 100.0 200,002 16.4 6.2 6.2 Kitchen SiewChin
Esquire Chef Lee Siew Heng and 100.0 1,000 10.8 5.4 5.4 Choong Len Fatt
O’d Town Lee Siew Heng, Chin Lai 100.0 100,000 14.9 5.9 9.0 Kopiliam Yoong, CN Properties Sdn Butterworth Bhd, Mohammad Dania! Group Looi bin Abdullah and
Kopiliam Asia Pacific O’d Town Lee Siew Heng, Chin Lai 100.0 100,000 2.1 1.5 0.6 Kopiliam Yoong, Lee Teck Wai, Lee Kuala Lumpur Siew Kong, Lim Ah Fah
and Kopitiam Asia Pacific [)ynasly Lee Siew Heng and Looi 100.0 200,000 4.2 2.5 1.7 Confeclionery KarMin
O’d Town UmAh Fah and 100.0 160,000 11.9 11.9 Kopiliam Tan Say Yap Cheras
Conneczone Chin Lai Yoong and Chow 80.0 40,000 3.9 3.9 Kwai Mun Total 64.2 39.3 24.9
The respective purchase considerations for the above transactions were arrived at on a willing-buyer willing-seller basis after taking into consideration the earnings generated by the respective companies and the future prospects of the food services industry, focusing on cafe oullets in Malaysia. The purchase consideration represents a price earning ratio of approximately 9 times based on the historical earnings of the respective companies for FYE 2009. 4. INFORMATION ON OUR GROUP The above Acquisitions of Companies Not Owned by Old Town International were completed on 16 May 2011. Upon completion of the abovementioned Acquisitions of Companies Not Owned by Old Town International, Emperor’s Kitchen, Esquire Chef, Old Town Kopitiam Butterworth Group, Old Town Kopi!iam Kuala Lumpur, Dynasty Confectionery and Old Town Kopitiam Cheras became wholly owned subsidiaries of Oldtown. Oldtown has 80% shareholding in Conneczone upon completion of the abovementioned Acquisitions of Companies Not Owned by Old Town International. 4.6.1.2 Acquisitions of Companies Owned by Old Town International Oldtown had entered into the following conditional sale and purchase agreements for shares, all dated 28 December 2009 (as supplemented by the letters dated 24 May 2010 and 11 June 2010 respectively, and supplemental agreements dated 9 December 2010), with Old Town International for the following acquisitions:­Companies  %  No. of shares  Purchase  No. of Shares  acquired  at RM1.00  consideration  issued  each  (RM’miIJlon)  (‘ml11ion)  While Cale  100.0  1,000,000  62.3  62.3  Gongga Food  100.0  300,000  69.8  69.8  White Cafe Marketing  100.0  1,700,000  21.2  21.2  Kopitiam  Asia  Pacific  100.0  1,250,000  66.2  66.2  Group  Oldtown Singapore Group  100.0  SG0100,OOO  6.7  6.7  OTK Eatery  40.0  40,000  1.1  1.1  Total  227.3  227.3
The respective purchase considerations for the above transactions were arrived at on a willing-buyer willing-seHer basis after taking into consideration the earnings generated by the respective companies and the future prospects of the food services industry, focusing on cafe outlets in Malaysia. The purchase consideration represents a price earning ratio of approximately 9 times based on the historical earnings of Ihe respeclive companies in FYE 2009. The above Acquisitions of Companies Owned by Old Town International were completed on 16 May 2011. Upon completion of the Acquisiflons of Companies Owned by Old Town International, White Cafe, Gongga Food, While Cafe Marketing, Kopitiam Asia Pacific Group and Oldtown Singapore Group became wholly owned subsidiaries of Oldtown while OTK Eatery became an associated company of Oldtown. The completion of the Acquisitions resulted in the issued and paid up share capilal of Oldtown to increase from two (2) to 266,606,000 Shares. 4. INFORMATION ON OUR GROUP 4.6.2  IPO  Our Company is undertaking an IPO and details of the Public Issue and Offer For Sale are as set out in Seclion 2.3 of lhis Prospectus.  4.6.3  Listing of and Quotation for OUf Shares  Upon completion of the abovementioned IPO, our Company has made an application to Bursa Securities for the listing of and quotation for OUf entire enlarged issued and paid up share capital of 330,000,000 Shares on the Main Market of Bursa Securities.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP 4.7  BUSINESS OVERVIEW OF OUR GROUP  4.7.1  Principal Business Activities  The principal business activities of our Group can be depicted as follows:

I
Own cafe oullets Instant coffee mix
Partially owned Roasted coffee outlets powder
Instant milk lea mix Inslant chocolate mix Noles:­I , .. -“, -; Mai1o;’ethig’·an(:f.S~les of. I,,’ -COffe’e lirid On-ieT. ,,’ .:,8~\ierag~s .. • ‘. <c,’ ‘. Instant coffee mix@ Roasted coffee Powder
Instant milk tea mix
Inslant chocolate mix RTD coffee· @ Also includes ins/ani bottled coffee which represented a very small proportion of Orjr lolal revenlle for FYE 2010 RTD coffee slarted in 2009 We are a major operator of a chain of cafe outlets with our own coffee, lea and chocolate beverage manufacturing facilities. Our principal business activities are as follows:­operation of cafe chain; our fully and partially owned ‘OLDTOWN WHITE COFFEE’ cafe outlets: and franchised and licensed cafe outlets; manufacturing of coffee and other beverages; and marketing and sales of coffee and other beverages.
63 4. INFORMATION ON OUR GROUP The coffee beverages served in our cafes are produced using our own specially formulated blend of coffee. Our chain of cafe outlets is supported by two coffee manufacturing facilities including our own bean roasting and processing facilities and lhree (3) centralised food processing centres. We operate from our head office and manufacturing operations. which are located in Ipoh, Perak while our centralised food processing centers are located in Ipoh, Perak and Subang Jaya, Selangor, the details of which are as follows:­No.  Facilities  Owned I Rented  1  Corporate Head Office and Manufacturing Facility  Owned Rented (Nos 7 & 9), Owned (Nos 19&21)  2  3  Central Food Processing Centres  Renled Rented 4  5  Confectionery and Bakery  Owned
Address No.1, Persiaran Tasek Timur 6, Taman Medan Bereham. 31400 Ipoh, Perak No. 7, 9, 19 & 21 Lebuh Bereham (8) 218, Kawasan PerinduslIian Belt:ham, 31400 Ipoh, Perak 96 & 98, Persiaran Bercham Selatan 20, Taman Bercham Indah, 31400 Ipoh, Perak lot 896, Jalan Subang 10, Taman PerinduslIian Subang, 47600 Subang Jaya, Selangor No. 11 and 13, Persiaran Industri Rapat 2, Kawasan PerinduslIian Ringan Sri Rapal, 31350 lpoh, Perak Please refer to Section 8 for further information of the land and buildings and material plant and equipment owned by our Group. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

OLDTOWN White Coffee (Hot) and OLDTOWN White Coffee (Cold)

OLDTOWN’s Nan Yang – O (Hot) and OLDTOWN White Coffee Freeze OLDTOWN’s Nan Yang -O (Cold)
OLDTOWN Xi Mut Milk Tea (Hot) and OLDTOWN Coffee Lava OLDTOWN Xi Mut Milk Tea (Cold)
.

Kaya and Butter Toast (Double) Omega Soft Boiled Eggs

SUPREME Nasi Lemak OLDTOWN Ipoh Chicken Hor Fun

OLDTOWN Rendang Chicken Rice OLDTOWN Curry Mee
4. INFORMATION ON OUR GROUP The food and beverages in the ‘OLDTOWN WHITE COFFEE’ cafe Dullets are targeted at consumers of all ages. Network of Cafe Outlets As at LPD, we have 171 cafe outlets in Malaysia, of which 75 are fully owned, len (10) are partially owned, 85 are franchised outlets and one (1) is a licensed Dulle!. In Singapore. we have three (3) fully owned and six (6) partially owned cafe outlets. In Indonesia, we have two (2) partially owned outlets. Within Malaysia, we have cafe oullets in the various States and Federal Territories. Number of Cafe Outlets  Fully Owned  Partially Owned  Franchised  Licensed  Total  Malaysia  75  ,.  65  l’  171  -Se/angor  23  2  32  – 57  -Wi/ayah Persekutuan Kuala Lumpur  2.  – 22  l’  43  -Johor  11  – 3  .  14  -Penang  12  – 2  – 14  -Petak  4  2  4  – ,.  -Pahang  – – B  – B  -Kedah  2  – 3  – 5  -Me/aka  2  – 2  .  4  -Sabah  – 6  1  – 7  -Negeri Sembi/an  1  – 2  – 3  -Sarawak  ·  – 3  – 3  -Terengganu  ·  – 1  – 1  -Wi/ayah Persekuluan Pulrajaya  ·  – 1  – 1  -Wi/ayah Persekuluan Labuan  ·  – 1  1  Singapore  3  6  .  – 9  Indonesia  – 2  – – 2  Total  7.  16  65  l’  162
The license agreemant in relation 10 this cafe ouller will be terminaled and a franchise agreement will be entered into between Kopi/iam Asia Pacific and Ihe po/ential franchisee for the operation of this cafe oullet in due course. As at LPD, the operators of 169 ‘OLDTOWN WHITE COFFEE’ cafe outlets in Malaysia have entered into franchise agreements with Kopitiam Asia Pacific. This includes fully owned, partially owned and franchised ‘OLDTOWN WHITE COFFEE’ cafe outlets in Malaysia. For the FYE 2010, the operation of cafe chain contributed 65.1% of our Group’s total revenue, amounting to RM166.0 million. 4. INFORMATION ON OUR GROUP For the FYE 2010, the average revenue per outlet for wholly owned, partially owned, franchise and licensed outrets are estimated at RM1.4 million per annum, with an average of approximately 435 customers per outlet per day contributing an average of approximately RM8.95 per customer. The total expenditure required for the setting up of a cafe outret costs approximately an average of RM700,OOO per outlet depending on the location and size of the new outlet. (b) Manufacturing of Coffee and Other Beverages Part of our business also involves the manufacturing of coffee and tea beverages including instant coffee mix, instant milk lea mix, inslant chocolate mix and roasted coffee powder, which is undertaken by the following subsidiaries:­While Cafe produces instant coffee mix, instant milk tea mix and instant chocolate mix beverages; and Gongga Food produces roasted coffee powder. In November 2007, we also expanded our range of coffee products to include freeze dried and spray dried inslant bottled coffee. We sub-contract the production and packing of freeze dried and spray dried instant bottled coffee to an overseas manufacturer in Poland as local manufacturers are unable to pack the freeze dried or spray dried instant coffee in glass botUes. However our reliance on our contract manufacturer is minimised as there are numerous producers of freeze dried and spray dried instant bottled coffee overseas that are able to pack them in 91ass bottles. We have also expanded into the RTD beverages market and launched our canned RTO coffee based on our formulation and packed under the ‘OLDTOWN’ brand name in December 2009. The manufacturing of our RTO coffee is sub-contracted to a Ihird party. The RTO coffee is primarily distribuled via supermarkets, hypermarkets, petrol kiosks and convenience stores. We mainly use Ihree types of coffee beans, which are Robusta, Arabica and Liberica, of which Robusla constitutes more than 70% of the lotal usage of coffee beans. Other ingredients used include creamer and sugar depending on the range of products. Our instanl coffee mix and instant milk tea are packed under the ‘OLDTOWN’ brand name whilst our roasted coffee powder is packed under the ‘NAN YANG’ brand name. All these brand names are registered trade marks in Malaysia and overseas. We also manufacture instant chocolate mix beverages under the customer’s brand name, however this accounts for a very small proportion of our business. For Ihe FYE 2010, the manufaclure of coffee and other beverages for the retail sector alone contributed 34.9% of Ihe Group’s total revenue, which amounted to RM89.1 million.

 

 

OLDTOWN 3 in 1 OLDTOWN 3 in 1 Classic White Coffee Natural Cane Sugar White Coffee OLDTOWN 3 in 1 Hazelnut White Coffee OLDTOWN 3 in 1 Ice Cold White Coffee

OLDTOWN 2 in 1 White Coffee & Creamer OLDTOWN 3 in 1 White Milk Tea

NAN YANG White Coffee ‘O’ NAN YANG 2 in 1 White Coffee “O” NAN YANG Kopi ‘O’
Canned RTD Coffee 4. INFORMATION ON OUR GROUP
4.7.3 Process flow (i) Process Flow for Instant Coffee Mix The process flow for the manufacture of instant coffee mix is depicted in the diagram below;­Supply & Handling or Raw Malerlals 1 Weighing 01 Ingredients 1 Sieving 1 Milling QATesting and Evalualion QA Leakage Tesl QA In-process Inspeclion
QA Final Inspection
Powder Storage Riling and Sealing 1 Quler Pack Packing
I 1 Outer Pack Sealing and Coding
1 Carton Packing Storage and Distribution
4. INFORMATION ON OUR GROUP Raw materials such as processed instant coffee, sugar, creamer and anti caking agents are sourced and supplied for the manufacture of instant coffee mix. Only approved raw materials are issued for use in production of instant coffee mix. The manufacturing process begins with the weighing of the raw materials and other ingredients as required to ensure the correct quantities. This is in accordance to the determined ratios and portions of the specific recipes of each type of instant coffee mix to be manufactured. The raw materials and ingredients are then sieved or screened using a large mechanical sieve to ensure that any unwanted foreign objects. dirt. debris, physical hazards. excess packaging materials and other small objects such as wood splinters, metal scrap and other coarse ingredients etc., are removed to prevent contamination. The various types of raw materials and ingredients in its correct ratios and portions are then mixed thoroughly together in a mechanical mixer according to a set time. Testing and evaluation by the QA team is undertaken at this stage of the process. Upon completion of the mixing process, the bulk instant coffee mix, which is in a powdered form, is stored in a concealed storage tank and is transferred to the filling station where it is immediately filled into sachets and sealed. This is to prevent any cross contamination and for keeping the mixture fresh. After being checked for any leakage in the sealing of the sachets by the QA Department, the sachets and packets of instant coffee mix are packed into larger packages or outer bags, which is usually either a box or in a polybag packaging. Further in-process inspections by the QA team including visual and taste tests are undertaken at this stage. The outer packages and bags are weighed and sealed and also coded for identification and tracking purposes. The sealed bags or polybag containing the instant coffee mix are then put into cartons and boxes and are temporarily stored in the finished goods store before being despatched for delivery to customers. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP
(ii) Process Flow for Roasted Coffee Powder Products The process flow for the manufacture of roasted coffee poWder is depicted in the diagrams below:­Raw Coffee Beans
Ingredients Weighing
Roasting Roasted Coffee Beans
Slorage  Weighing Cooking  I- Other Ingredients Weighing of Ingredients

Cooling •
Grinding • Weighing Process Flow of Roasted Coffee Powder -Part 1 The process flow for the manufaclure of roasted coffee powder consists essentially of cleaning, roasting, cooling, grinding, and packaging. The process begins with weighing the raw coffee beans (or green coffee beans) before proceeding to the roasting process. After screening to remove dirt and other debris, green coffee beans are transferred to a mechanical feed hopper, which feed green coffee beans to the roaster. The coffee beans are then roasted according to the required temperature and period of time depending on the desired coffee bean colour and flavour. 4. INFORMATION ON OUR GROUP When the beans have achieved the desired colour and time frame, air is blown over and throu9h the beans as they are stirred or agitated to facilitate the cooling process. The cooled beans are then transferred to remove more debris and other heavier material such as stones, metal fragments, and other waste materials that were not removed during the initial cleaning process. Depending on the type of end product required, the roasted coffee beans are cooked with other ingredients to enhance the flavour of the coffee beans. Uncooked roasted beans The roasted coffee beans are sent directly to the grinder to be ground to varying stages of coarseness and into a grounded powder form. Cooked roasted beans Before starting the cooking process, the roasted beans are weighed accordingly so that the amount and weight of other ingredients such as salt, sugar, wheat and margarine are determined as in the recipe. The mixture of other ingredients and roasted coffee beans are then cooked. The cooked roasted beans then go through a cooling process before it is ground by multi-stage grinders into the desired powered form. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP
Weighing ~ Mixing •I • WovenPouch Filling Filling “•
Pouch Sealing Sealing • Inner Pack Packing ” Outer pack sealing ”
Carton or Palybag Packing ..
Finished Goods Storage
J. Delivery
Process Flow of Roasted Coffee Powder -Part 2 In the next stage of the process, the ground coffee powder is weighed and mixed together in various ratios, weights and parts depending on the required blend of the end product. After thoroughly mixing, the coffee powder blends are sent for packaging. The various blends of coffee powder are filled into either a laminated pouch or woven sachets which are then sealed before it is packed into cartons for storage or despatched for delivery to customers. 4. INFORMATION ON OUR GROUP
(iii) Process flow for food processing -General Supply and Handling of Raw Materials
I + Weighing­~ + Mixing and/or r Filtering + Sieving + Pre-preparation Cooking  +  +  -+  Filtering  —.  Cooling

+ Packing + Storage I—> Delivery The process flow for food processing generally involves weighing, sieving, mixing, pre­preparation, cooking, filtering, cooling, filling and sealing, packing, storage and delivery. All raw materials, such as chicken meat and vegetables, used for food processing have to undergo inspection and only approved raw materials are used for processing of food. Approved raw materials are to be weighed to ensure the correct quantities. Powdered . materials are sieved and screened to remove foreign objects and coarse ingredients. The sieving process is checked by the QA team. Raw materials would then undergo the pre-preparation and/or mixing and/or filtering process. For dried seasoning powder, the sieved ingredients are mixed thoroughly for a set time, after which it is ready to be filled into bags and sealed to prevent cross contamination. 4. INFORMATION ON OUR GROUP Raw materials used for processing food such as edible oil and food seasoning paste have to be cut, peeled and washed. Raw materials for food seasoning paste require further pre­preparation processes before cooking, including blending, mincing and mixing according to its formulation. Some of the raw materials used to produce kaya also have to be filtered and mixed before cooking. The ingredients used for processing different foods have to be cooked for a certain time at a certain temperature for safety purposes as well as to get the desired taste, texture and aroma. The cooking process is supervised by the QA team. After cooking, edible oil has to be filtered to remove any residue. All the cooked food including edible oil, food seasoning paste and kaya must also be cooled down to a certain temperature before storage. Edible oil is filled into polyethylene terephthalate (PET) bollie and capped to ensure product freshness. Food seasoning paste and kaya are filled into nylon bags and sealed to prevent cross contamination. Sealed food seasoning paste must be stored in a freezer at -18C· to maintain its freshness. Before final packing, all products require batching and labelling of expiry date. Edible oil and dried seasoning powder are packed into carton boxes; and kaya is packed onto bakery trays and stored in a cool and dry place before despatched for delivery to customers. For freezed food seasoning paste, it is packed into insulation boxes and delivered to customers by freezer trucks. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP
(iv) Process flow for food processing -Bread Baking
Handling of Raw Materials Sieving Weighing Mixing Dough Dividing Dough Rounding Intermediate Proofing Dough Sheeting Proofing Baking In-process Checking Cooling Slicing Packing Tape Sealing and Batching Label Final Inspection by QA Temporary Storage and Distribution Raw materials such as flour, yeast and shortening is used for baking of bread must be inspected and only approved raw materials are used. The processing process begins with sieving of powdered materials to remove foreign objects. Raw materials are then weighed accordingly to ensure the correct quantities. After weighing, the raw materials are mixed thoroughly according to a set time to achieve homogeneity and to form the dough. Upon completion of the mixing process, the dough is fed into a dough divider to be separated into smaller portions. The separated portions are then rounded using a conical dough rounder. 4. INFORMATION ON OUR GROUP The rounded dough is then placed inside an intermediate proofer machine and allowed to proof (process to allow the dough to rise) for a certain time. After the dough pieces have passed through the intermediate proofing process, they are rolled through a sheeter and shaped. The dough pieces are collected into baking pans which are greased manually. The dough pieces are then ready for final proofing in the proofing room with humidifier under controlled temperature and humidity. After the final proofing process, the dough pieces are ready for baking in a revolving oven at a set temperature and lime. The baking process is checked throughout. After baking, the bread is naturally cooled down to a temperature suitable for packing. The bread is then sliced and packed into plastic bags. After packing, the outer pack is sealed with tape, and expiry date and batch label are stick on the outer pack. The QA team will proceed with final inspection. After the final inspection process, the bread is arranged in bakery trays and stored in a cool dry place before dispatched for delivery. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP
(v) Processing Flow for Distribution Activities
Our Group currently has two food processing centres in Ipoh and one in Subang Jaya, Selangor. Our processed food is distributed by our own logistics to our warehouses and outlets in Malaysia, Singapore and third party warehouses in East Malaysia and Indonesia. Processed food from our processing centre in Ipoh is distributed to our warehouses in Butterworth, Ipoh, and Subang Jaya. Processed food from our processing centre in Subang Jaya is distributed to our warehouses in Subang Jaya, Jpoh and Butterworth. Baked goods from our confectionery and bakery centre in Ipoh are distributed directly to our cafe outlets in the northern region and also to our warehouse in Subang Jaya. From our warehouses in Butterworth and Jpoh, the processed food is distributed to our cafe outlets in the northern region. From our warehouse in Subang Jaya, baked goods and processed food are distributed to our cafe outlets in the central region and our warehouse in Johor Bahru while processed food are also distributed to third party warehouses in East Malaysia and Indonesia. From our warehouse in Johor Bahru, baked goods and processed food are then distributed to our cafe outlets in the southern region and Singapore. From the warehouses in East Malaysia, processed food is distributed to our cafe outlets in East Malaysia. From the warehouse in Indonesia, processed food is distributed to our cafe outlets in Indonesia. 4. INFORMATION ON OUR GROUP
4.8 PRINCIPAL MARKETS FOR PRODUCTS AND SERVICES The principal markets for our Group can be divided into the following areas:­Markets  Revenue for FYE 2010  RM’OOO  %  Local Export Hong Kong Singapore Taiwan USA Others”)  205,915 49,218 17,826 17,811 3,093 2,753 7,735  80.7 19.3 7.0 7.0 1.2 1.1 3.0  Total  255,133  100.0
Notes:­(1) Others include Canada, Indonesia, Philippines, Thailand, Brunei, United Kingdom, Australia and China. This excludes OLDTOWN WHITE COFFEE cafe outlets in Indonesia which only commenced operations in 2011. For the FYE 2010, we serve both the local and overseas markets. Generally, we provide food and beverages through our OLDTOWN WHITE COFFEE cafe outlets and marketing of our retail pack coffee and tea beverages namely instant coffee beverages, milk tea mix and roasted coffee powder via OLDTOWN WHITE COFFEE cafe outlets in Malaysia and Singapore as well as intermediaries. Intermediaries include supermarkets, hypermarkets, convenience stores, mini markets, Chinese Medical Halls, petrol kiosks, other retailers, wholesalers and distributors. For overseas market, we mainly use intermediaries to sell our retail pack coffee and tea beverages. In addition, we also sell our RTD coffee in the local market through intermediaries. 4.9 SEASONALITY Generally there is no seasonality for our chain cafe outlets as well as our instant coffee mix and tea manufacturing operations. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
4. INFORMATION ON OUR GROUP 4.10 COMPETITIVE ADVANTAGES We have a number of competitive advantages and key strengths that provide us with a strong platform to compete against other business operators and also to facilitate business sustenance and growth. (a) Established Brand Name Our ‘OLDTOWN’ brand name has been in the Malaysian market since 1999 with the launch of our proprietary formulated blend of 3 in 1 instant coffee mix which is manufactured in-house. Since then, our ‘OLDTOWN’ brand name has been used in various coffee-based products and other beverages and is available in many retail outlets in Malaysia and overseas. In addition, we have also developed our ‘NAN YANG’ brand name for our own range of roasted coffee powder. In 2005, we started our cafe operation with the opening of our first cafe in Ipoh using the familiar brand name of ‘OLDTOWN WHITE COFFEE’. Since then, we have expanded our chain of cafes to reach a total of 182 including fully and partially owned, franchised and licenced outlets in Malaysia, Singapore and Indonesia as at LPD. Our extensive chain of cafes has enabled us to increase our profile and awareness of the ‘OLDTOWN WHITE COFFEE’ brand among consumers. Our established and recognised brand names provide us with a distinct competitive advantage, especially in the consumer market, to help create brand loyalty, which is key to business sustainability and growth. (b) Extensive Sales Network As we operate in a consumer-oriented industry, sales network is key in ensuring that our products and services reach as many consumers as possible. In this respect, we have an extensive network of cafe outlets as well as retail distribution for our consumer products. In 2007, we were listed in the Malaysia Book of Records for having the largest “Kopitiam” chain in Malaysia, which has subsequently grown to 182 cafe outlets in Malaysia, Singapore and Indonesia as at LPD. Our products are widely available in many retail outlets in Malaysia and overseas. As at LPD, our ‘OLDTOWN’ beverages were sold in approximately 5,002 retail outlets nationwide in Malaysia, approXimately 730 retail outlets in Singapore and approximately 2,335 retail outlets in Hong Kong. Our large sales network is a key competitive advantage that enables us to cover wider markets locally and overseas, to provide us with business growth. (c) Integrated Coffee Beverage Manufacturer and Cafe Operator We are an integrated coffee beverage manufacturer and operator of cafe outlets. Our cafe outlets are supported by our own formulated blend of coffee, tea and chocolate beverages, centralised food processing centres and a distribution centre. Our integrated business enables us to control most aspects of the value-added chain to control product quality and service provision, as well as to retain as much of the profit as possible within the Group. Among others, this helps us to be more cost effective to compete against other service providers as well as other coffee beverage resellers. 4. INFORMATION ON OUR GROUP (d) Proprietary Formulation We have our proprietary formulation and processes for roastin9 of coffee beans, and formulation of instant coffee mix using our original recipe, which was developed in 1999. As the form ulation and process was developed in-house, we are therefore not reliant or restricted by any principals. This enables us to freely expand our business and at the same time we do not need to pay royalties or franchising fee. Having our own proprietary formulation and processes also provide us with the advantage of being able to undertake product development and enhancements to ensure we continually meet the changing needs and tastes of consumers. (e) Economies of Scale We enjoy economies of scale derived from our wide network of cafe outlets, sales of our products in many of the retail stores in Malaysia, as well as export of our products to overseas countries. These economies of scale enable us to spread our fixed and operating costs across a large number of cafe outlets as well as products. This is particularly pertinent in terms of head office personnel and centralised functions including, kitchen, procurement, warehousing, logistics, training, advertising and promotional costs. Our large number of cafe outlets and wide product distribution enable us to possess stronger bargaining power to obtain better commercial terms from suppliers including product costs, credit terms, logistics arrangements and others. Economies of scale represent a strong competitive advantage for the Group as this helps us improve our profit margin. (f) Export Markets For the FYE 2010, we have exported our instant coffee mix and other beverages to twelve (12) overseas countries. We also ventured overseas for our cafe operations where as at LPD, we have nine (9) and two (2) OLDTOWN WHITE COFFEE cafe outlets in Singapore and Indonesia, respectively, including fully owned and partially owned outlets. As part of our strategy to increase our presence in overseas markets, we intend to open more outlets in Singapore and Indonesia in the near future. Exports constituted 19.3% of our total Group revenue for the FYE 2010. Our export market is one of our key strengths as it enables us to address a larger market to provide our business with growth potential. 4. INFORMATION ON OUR GROUP (g) Franchising Business As at LPD, we have 75 fully owned, ten (10) partially owned and 85 franchised cafe outlets and one (1) licensed outlet in Malaysia. In Singapore, we have three (3) fully owned and six (6) partially owned cafe outlets. In Indonesia, we have two (2) partially owned cafe outlets. Save and except for the fully owned outlet operated by Kopitiam Asia Pacific, being the franchisor, the operators of all the other fully owned cafe outlets have entered into franchise agreements with Kopitiam Asia Pacific. Under our franchising system, we grant the following rights to our franchisees: Use of our trade name; Use of our trade mark; Use of our franchisee business operating system; and Sales of our products and services. Please refer to Section 4.25 of this Prospectus for the standard salient terms of Oldtown’s franchise agreement. Kopitiam Asia Pacific, our wholly owned subsidiary, focuses on the franchising of our cafe outlets and derives income from the franchisees via initial franchise fees, sales of our products, royalties and advertising and promotion fees. The advertising and promotion fees are all used for marketing purposes. Our ability to franchise our cafe operations will provide us with a key business advantage derived from incremental income from franchising whilst minimising capital expenditure to set-up new cafes. The expansion of cafe outlets also provides us with increased economies of scale. The Oldtown Group has set up a franchise committee to .look into all matters pertaining to the franchise, which include the process of granting a franchise to a new franchisee, as well as deliberating and assessing the SUitability of potential franchisees based on certain key criteria. The process of granting a franchise to a new franchisee would normally be in the following sequence:­• Evaluation of the potential franchisee based on the prescribed business plan;
• Interview with potential franchisee;
• Conditional approval of franchisee based on the evaluation and interview. The franchisee would need to submit a proposed location for the cafe outlet;
• Franchisee proposes location for the cafe outlet and evaluation is done by the franchisor, Le. Kopitiam Asia Pacific, on the proposed location;
• Approval of proposed location based on viability evaluation and investment requirements;
• Execution of letter of intent and payment of deposits and market assessment fees (for international locations only). The payment of market assessment fees is for the work done by the Group in researching, assessing and visiting the areas of which the franchisees intend to set up business. The payment of deposits will form part of the franchise fees payable by the franchisee; and
• Execution of the Franchise Agreement and payment of franchise fees.

85 4. INFORMATION ON OUR GROUP The key criteria used by our Group in selecting and assessing the suitability of potential franchisees are as detailed below: • Franchisees shall be financially capable of financing the entire project, Le. renovation of the cafe outlet(s), and have the required working capital for the running of the said cafe outlet(s);
• Franchisees shall identify and secure suitable locations to “run cafe outlets, subject to the approval of Kopitiam Asia Pacific, as the franchisor;
• Franchisees shall posses good business acumen and have a fair understanding in managing finances;
• Franchisees shall have the ability to invest a substantial amount of lime in the business;
• It is preferable if the franchisees have some experience in either the food and beverages industry and/or retail dealing with the service sector;
• Franchisees shall understand and agree on the fundamentals of the OLDTOWN WHITE COFFEE cafe outlet concept and business model; and
• Franchisees shall be willing to undergo the full basic operations management training program conducted by Kopiliam Asia Pacific, as the franchisor.

We wish to highlight that all franchisees, whether or not related to the Group, are bound by the same standard salient terms of the Oldtown Group’s franchise agreement, as set out in Section 4.25 of this Prospectus. For all franchisees, the same key criteria and selection process, as outlined above are also used by the Group in assessing the suitability of these franchisees, whether or not these franchisees are related parties of the Oldtown Group. However, in the event that the franchisee is a related party to the Group and a related party of one of the members of the franchise committee, the relevant franchise committee member will abstain from deliberations and voting on decisions in relation to matters concerning the franchise. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP 4.11 TYPES, SOURCES AND AVAILABILITY OF RESOURCES
Major Raw/Input Materials and Other Supplies Purchased by Oldtown Group for FYE 2010 (1) The above constitutes major rawlinput materials and other supplies for the beverage manufaclun”ng, food processing and cafe outlet operations only. It does not include other items such as packaging, signages and other food items and consumables.
(2) Dried food includes items such as dn”ed noodles, bread spreadd5J and van”ous other dried food items.
(3) Cooked food includes items such as cooked noodles, sausages and van”ous other cooked food items.
(4) Frozen food includes tempura fish, vegetable cuny puff, fried chicken and chicken parts.
(5) Bread spreads include amongst others butter, peanut butter, kaya, strawbeny jam and garlic butter.

For our beverage manufacturing operations, we are somewhat dependent on the imports of non-dairy creamer, coffee beans, hazelnut flavouring and instant tea. For FYE 2010, imports of non-dairy creamer, coffee beans, hazelnut flavourin9 and instant tea accounted for approximately 85%, 62%, 53% and 100% of our purchases of these raw materials respectively. As for instant coffee powder and sugar, 84% and 100% of these raw materials are sourced locally, respectively. 4. INFORMATION ON OUR GROUP As for our cafe outlet and food processing operations, the major raw materials are beverages, such as soft drinks and juices that are then resold in our cafe outlets as well as among others, dried food, cooked food, frozen food, poultry, flour, vegetables, prawns, eggs, coconut concentrate and food sauces. Dried food includes items such as dried noodles, bread spreads and various other dried food items. With the exception of a small proportion of flour that were imported, all the major raw materials used in our cafe outlet and food processing operations were locally sourced for FYE 2010. Some of the other types of supplies purchased include the procurement of computer hardware and software, equipment, furniture and others for our franchised operations. We are somewhat dependent on imports of computer hardware and software, and supply of equipment for FYE 2010. Please refer to Section 9.4.4.2 (vi) of this Prospectus for a description of the volatility of the prices of raw materials. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 88
4. INFORMATION ON OUR GROUP 4.12 TECHNOLOGY USED I TO BE USED Technologies relevant to Oldtown Group include the following:­Roasting of Coffee Beans; and Cooking and Blending of Coffee Beans.
4.12.1 Roasting of Coffee Beans Roasting coffee beans is a method used in changing the physical properties of raw coffee beans or green beans into roasted coffee products. This is one of the most important part of making coffee products as it determines the Oavour. aroma, taste. mouth-feel and quality of the final coffee product. The roasting process changes the characteristic flavour of coffee by causing the green coffee beans 10 change in colour, tasle and smell. Roasting coffee beans is required because raw or green coffee beans contain various substances that, in their raw state, are unpalatable to the taste and lacks flavour and aroma. Roasting accelerates the chemical reactions in the coffee bean to develop and enhance the flavour, aroma, taste and quality. The roasting process produces a reaction where sugars and other carbohydrates within the bean become caramelised, producing coffee oil. This chemical is actually not oil, as it is water soluble, but it is what gives roasted coffee its navour and aroma. The roasting process involves roasting raw coffee beans at specific temperatures for a period of up to 30 minutes. As the green coffee beans are heated, it changes colour to yellow hue and Ihen 10 varying shades of brown to dark brown. As the coffee beans are roasted for a longer period of time, oils appear on the surface of the bean and it will continue to darken until the beans are removed from the heat source. As the temperature reaches the optimum level, the coffee beans will nearly double its original size. Its colour changes \0 light brown and the beans lose approximately 5% of its original weight resulting in the lightest roast for coffee beans. Further roasting will change the colour of the beans to medium brown and at this stage of roasting, it begins to caramelise and the oil of the coffee bean is released producing a stronger flavour. For a stronger aroma and more bitter taste, the coffee beans are further roasted to the stage that the beans tum to medium dark brown. The roasled coffee beans are usually packed and distributed soon after the roasting process, as roasled coffee beans loose it freshness and aroma quicker than unroasted raw coffee beans. 4. INFORMATiON ON OUR GROUP 4.12.2 Cooking and Blending of Roasted Coffee Beans The roasted coffee beans are also cooked with other ingredients to enhance the flavour and La create a different blend of coffee ‘that has distinctive flavour, aroma, taste and mouth-feel. The Group has created various coffee blends and flavours in its range of products. The Group’s cooking and blending knO’Nledge is proprietary. Generally it comprises wheat, salt and sugar combined with the roasted coffee beans. where they are cooked for a specified period of time and temperature. The cooking is done to maximise and to detennine its flavour characteristics. It then undergoes a grinding and blending process to produce a distinctive coffee blend and taste. As freshly roasted beans releases chemical substances in the form of vapours, it is generally required for these gases and vapours to dissipate before the beans will reveal its full flavour and characterislics. Generally, packaging roasted beans and ground coffee powder in airtight bags with a one-way valve allows such gasses and vapours to escape, without the beans being exposed to damaging air. This type of packaging should also help reduce the deterioration of the coffee. 4.13 PRODUCTION I OPERATING CAPABILITIES AND OUTPUT In 2010, our production, capacity and utilisation rate for the manufacturing of beverages, food processing, bakery and confectionery are as follows:­Products  Actual Production 1’000 koJ  Capaclty.’ 1’000 koJ  Utilisation Rate  Instant coffee mix and instant milk lea mix Roasted coffee powder Food Processing Bakery and confectionery processing  5,445 373(3) 1,398\4) 811(~)  7,920 1,248 6,114 1,339  69% 30% 23% 61%
(1) Capacity is calculaled based on 24 hour,; per day. siX days par week. (‘2) Based on 1.5 eight.tJour shifts per day and sa days per week.
(3) Based on 1 eight-hour shift per day and six da~ per week.
(4) Basedon 1 nine-hour shift per day and 6 da~ per week.

For our Group’s manufacturing of instant coffee mix and instant milk tea mix operations, we do not intend to operate 24 hours a day. By second quarter of 2011. we have almost reached full capacity for our instant coffee mix and instant milk tea mix manufacturing operalions based on our current number of working hours per day and number of working days per week. Part of our future plans is to relocate our existing beverage manufacturing operations to new premises, which will provide us with additional capacity specifically for our instant coffee mix and instant milk tea mix. It is not relevant to calculate production capacity and utilisation rate for the Group’s operation of cafe outlets as it is a service based operation. I Company No: 797771-M I 4. INFORMATION ON OUR GROUP 4.14 MAJOR APPROVALS, LICENSES AND PERMITS OBTAINED Details of the approvals obtained by our Company for the Listing from the Min SC and Bursa Securities together with the conditions imposed by these authorities and status of compliance are set out in Section 6.1 of this Prospectus. Other major approvals. major licenses and major permits obtained by our Group for the operation of business as at LPD are set out in the table below: ­No.  Issuer  1.  Ministry of International  Trada and Industry Malaysia  2.  Franchising Department, Malaysian Government
Major licenses I Permits I Approvals Manufacturing license for producllon of “Instant Coffee Powder” aod “Roasted While Coffee”. (Gong9a Food) Premise address: Nos. 19 & 21, Lebuh Bercham ($) 2/8, Kawasan Perindustrlan Bercham 31400 Ipoh, Perak Darul Ehsan license no.: A 017525 Form 3 Franchise Act 1998 • Notice of Decision of ReglslraUon of Franchise and Effective date of Reglstrallon of Franchise (Kopitiam Asia Pacific) Premise address: lot 896, Jalan Subang 10 Taman Perinduslrian Subang 47600 Subang Jaya Selangor Daml Ehsan
Date of Issuel Validity period  8 March 2010 I Valid from 10 December 2009  18 August 2009
Equity Conditions I CondItions affecting operations ,. The company shall notify the Ministry of International Trade and Industry Malaysia in the event of any sale of shares in the company. 2. Th. company shall employ and train Malaysian citizens to ensure that Ih. technology and expertise are transmitted to all levels of employment.
3. The company shall implement projects Which are approved in accordance with the laws and rules enforced in Malaysia.

,. The franchisor shall operate with compliance to all rules and laws that are currently enforced by the local authorilles. 2. Th. registration will remain unless th. Malaysian Franchise Registrar issues an order in writing to suspend, terminate, discontinue or reject sales or franchise regIstration under the Franchise Act1998. Status of Compliance (Metl Not Met :tflll be Met  Met  Will bernet
91 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Issuer  3.  MInIstry of International Trade and Industry Malaysia
••  Islamic Religious  Department of  Perak  5.  Jabalan  KemaJuan  Islam Malaysia
Major Licenses I Permits’ Approvals
Manufacturing license foc production of “Inslant Coffee Mixture” and “Inslant Tea Mixture”, (While Cafe Sdn Bhd) PremIse address: No.1, Perslaran Tasek Tlmur 6 Taman Madan Bareham 31400 Ipoh, Perak Darul Ridzuan License no.: A 01 7524 Halal certification (Gongga FoOd)
Premise address: Nos. 19 & 21 Lebuh Bercham (8) 216 Kawasan Perinduslrian Bereham 31400 lpoh, Perak Darul Rldzuan Serial no.: H-08·753 Certificate of authentication (Emperor’s Kitchen)
premise address: Lot 896, Jalan Subang 10 Taman Perinduslrian Subang 47600 SUbang Jaya Selangor Darul Ehsan
Serial no.: 018275 Date of Issuel Validity period  8 March 2010 I Valid from 10 December 2009  15Aprl12011 I Valid until 14 April 2013  16July20101 Valid until 15 November 2012
92
Equity Conditions / Conditions affecting operatIons 1. The company shall notify the Ministry of International Trade and Industry Malaysia in the event of any sale of shares In the company.
2. The comJ1any shall employ aod train Malaysian citizens to ensure that the technology and expertise are transmitted to all levels of employment.
3. The company shall implement projects which are approved In accordance with the laws and rules enforced In Malaysia.

. -Status of Compliance (Metl Not Met ::~VIJI be Met  Met  – –
ICompany No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Issuer  Major Licenses I Permits I Approvals  Date of Issuel Validity period  6.  Jabatan Kemajuan Islam Malaysia  Certificate of authentication (Emperor’s Kitchen) Premise address: Lot 896, Jalan Subang 10 Taman Perindustrian Subang 47600 Subang Jaya Selangor Darul Ehsan Serial no.: 015938  16 July 2010 I Valid untii 15 July 2012  7.  Jabatan Kemajuan islam Malaysia  Certificate of authentication (Emperor’s Kitchen) Premise address: Lot 896, Jalan Subang 10 Taman Perindustrian Subang 47600 Subang Jaya Selangor Darul Ehsan Serial no.: 015939  16 July 2010 I Valid until 15 July 2012  8.  Jabatan Kemajuan Islam Malaysia  Certificate of authentication (Emperor’s Kitchen) Premise address: Lot 896, Jalan Subang 10 Taman Perindustrian Subang 47600 Subang Jaya Selangor Darul Ehsan Serial no.: 015940  16 July 2010 I Valid until 15 July 2012  9.  Islamic Food Research Centre Malaysia & Asia Region  Certificate of Halal Products (White Cafe Marketing) Premise address: Instanta SP. Z.O.O. Kawowa 3, 44-240 Zory, Poland Certificate no.: IFRC/P/LN09/297  30 May 2010 I Valid until 29 May 2011
Equity Conditions I Conditions affecting operations —-Status of Compliance (Metl Not Met I Will be Met)  – – – –
93
I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Issuer  Major Licenses 1Permits 1 Approvals  Date of Issuel Validity period  10.  Islamic Religious Department of Perak  Certificate of authentication (White Cafe) Premise address: No.1, Persiaran Tasek Timur 6 Taman Medan Bercham 31400 Ipoh, Perak Darul Ridzuan Serial no.: H-08-374  17 March 2010 1 Valid until 15 March 2012  11.  Islamic Religious Department of Perak  Certificate of authentification (Dynasty Confectionery) Premise address: Nos. 11 & 13 Persiaran industri Rapat2 Kawasan Perindustrian Sri Rapal 31350 Ipoh, Perak Darul Ridzuan Serial no.: H-08-1254  25 August 20091 Valid untii 1 September 2011  12.  Islamic Religious Department of Perak  Certificate of authentication (Esquire Chef) Premise address: No. 98 Persiaran Bercham Selatan 20, Taman Bercham Indah 31400 Ipoh, Perak Darul Ridzuan Serial no.: H-08-1246  10 February 20101 Valid until 15 June 2011  13.  Halal Industry Development Corporation  Certificate of authentication (White Cafe) Premise address: No.1, Persiaran Tasek Timur 6 Taman Medan Bercham 31400 Ipoh, Perak Darul Ridzuan  1 May 20091 Valid until 30 April 2012  Serial no.: 00004626
Equity Conditions 1Conditions affecting operations —-Status of Compliance (Metl Not Met 1Will be Mell  .  – .  –
94
I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Notes: (1) As at LPD, there is one ‘OLDTOWN WHITE COFFEE’ cafe outlet, which is operating under a license granted by Kopiliam AsIa Pacific in Malaysia. The license agreement in relation to the operation of the said cafe outlet will be terminated and a franchise agreemant wifJ be entered into between Kopitiam Asia Pacific and the palMUal franchisee for the operation of the said cafe outlet in due course. As at LPD, there are two (2) fully and partially owned OLDTOWN WHITE COFFEE cafe outlets collectively which have been issued with HALAL certifications by the Islamic Food Research Centre Malaysia & Asia Region in Malaysia. In anticipation of the Malaysian government’s proposal and recent development to streamline the issuance of HALAL certification, our management is currently in the midst of making applications to the Department of Islamic Development Malaysia (JAKIM) and the respective state religious authorities for HALAL certifications in respect of our OLDTOWN WHITE COFFEE cafe outlets in Malaysia. Some of the HALAL criteria which Oldtown Group may be subjected to are, amongst others, as follows:­(a) All raw ingredients for the production of products consist of ingredients that have been verified HALAL;
(b) There must be at least two Muslim workers who coordinate the food processing;
(c) Products produced abide the Malaysian Poison Act 1952, Malaysian Food Act 1983 and Food Reguiation 1985;
(d) There must be no pets kept in the grounds of production and food processing;
(e) Aicoholic beverages as part of the ingredients in food processing or to be sold in the premise are prohibited; and
(f) Chicken and frozen meats used in the production of food must also be obtained from companies with HALAL Verification Certificate.

As at LPD, four (4) of the OLDTOWN WHITE COFFEE cafe outlets are awaiting for the issuance of the business premise license by the relevant local authorities. An application for the business premise license for one (1) of the OLDTOWN WHITE COFFEE cafe outlet will be made to the relevant local authority by end of June 2011. Four (4) OLDTOWN WHITE COFFEE cafe outlets are awaiting for the renewal by the relevant local authorities of its business premise license. 95 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP 4.15 BRAND NAMES, REGISTRATIONS, PATENTS, TRADE MARKS, LICENSES, TECHNICAL ASSISTANCE AGREEMENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS Our Directors confirm that the Oldtown Group is not trading under any trade marks, other than the trade marks, as disclosed in this section. There are twenty eight (28) trade marks, which are registered in Malaysia and other various countries. Besides that, the Oldtown Group has applied for thirty one (31) trade marks to be registered in Malaysia and other various countries. Registered Trade Marks No. 1.  Trade mark BLUEICY  Registered Owner White Cafe  Registration number 01012966  Place of registration Malaysia  Validity period 1 October 2001 to 1 October 2011  Description of trade mark “BLUEICY”.  Class of trade mark Class 30 of the Nice Classification  2. 3.  ffli*lIiiW ‘~, iO . ~ .,r-‘ ~P11\ ~ i’l  White Cafe White Cafe White Cafe White Cafe  04010040 4180645 300252972 04008935  Malaysia China Hong Kong Malaysia  16 July 2004 to 16 JUly 2014 21 October 2006 to 20 October 2016 21 July 2004 to 21 July 2014 30 June 2004 to 30 June 2014  Chinese character of “Ipoh old town”, Chinese character of “Ipoh while addition”.  Class 30 of the Nice Classification Class 30 of the Nice Classification Class 30 of the Nice Classification Class 30 of the Nice Classification
96 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Trade mark  Registered  Registration  Place of  Validity period  Description of trade mark  Class of  Owner  number  registration  trade mark  4.  White Cafe  02001092  Malaysia  30 January 2002  “LEOWHITE”.  Class 30 of  to  the Nice  ‘~t~ ,~ ~  30 January 2012  Classification  5.  White Cafe Marketing  04006517  Malaysia  14 May 2004 to 14 May 2014  “Nan Yan9” and chinese character of “Nan Yang”.  Class 30 of the Nice Classification ~lf Nal1YAl1S  Gongga Food  01190127  Taiwan  1 January 2006 to 31 December 2015  “Nan Yang Dian” and chinese character of “Nan Yang Dian”.  Class 30 of the Nice Classification Class 30 of the Nice Classification Class 43 of the Nice Classification  Gongga Food  3,177,961  United States of America  28 November 2006 to 27 November 2016  6.  *~)~ Na” Y~1tS ~lt  While Cafe Marketing  04006518  Malaysia  14 May 2004 to 14 May 2014
97 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Description of trade markNo. Trade mark I Registered Registration Validity period Class ofPlace of Owner number registration trade mark White Cafe “OLDTOWN”.01207959 Taiwan 1 May 2006 Class 30 of7. to the Nice 30 April 2016 Classification
White Cafe “OLDTOWN”. Kingdom 2395575 United 29 June 2005 8. I to 28 June 2015 CJLDT[)\;VN “OLD TOWN” and chinese White Cafe 01171570 Taiwan 1 September 2005 9. I character of “Ipoh old town”. to 31 August 2015 II II
~ IIIt(llti!ll!l!J1!lll White Cafe 1112310 Australia 8 May 2006 “OLDTOWN”. to OLDTOWN 8 May 2016 10. I Kopitiam Asia 06003859 Maiaysia 14 March 2006 Pacific to 14 March 2016 Class 30 of the Nice Classification Class 30 of the Nice Classification Ciass 30 of the Nice Classification Class 43 of the Nice Classification
98
I Com pany No: 797771-M  I  4.  INFORMATION ON OUR GROUP  No.1  Trade mark  I  Registered Owner  Registration number
White Cafe Marketing 11. I Oldtown Kopitiam.mtllJll~~tft I 12. I bamAsia I
Pacific Kopitiam Asia Pacific Kopitiam Asia Pacific Kopitiam Asia Pacific  13. 14.  I I  OLDToWN WHITE· COFFEE . fi tij~ BP}Jo 1T4~  Kopitiam Asia Pacific Kopitiam Asia Pacilic
05005126 01311668 T0716451H 06017466 301323305 T07025718 01311669 Place of registration Malaysia TaiwanI Singapore Malaysia Hong Kong Singapore Taiwan Validity period I 7 April 2005 to 7 April 2015
I 16 May 2008
to 15 May2018 1 August 2007 to 1 August 2017
26 September 2006 to 26 September 2016
14 April 2009 to 14 April 2019
6 February 2007 to 6 February 2017
16 May 2008 to 15 May 2018
I Description of trade mark I Class of trade mark I”Oldtown Kopitlam” and I Class 43 of chinese character of the Nice “Oldtown Kopitiam”. Classification I”OLD TOWN WHITE I Class 43 of COFFEE”. the Nice Classification IClass 43 of the NiceI Ciassilication IClass 43 of the Nice I Classification I Class  43  of  the  Nice  Classification  “OLD  TOWN  WHITE I Class  43  of  COFFEE”.  the  Nice  Classification
Chinese character of “old I Class 43 of town white coffee”. the Nice Classification 99
I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No. 15. 16. 17.  Trade mark OLDTOWN WHITE IImfis OLDTOWN .fjj~  Registered Owner White Cafe Kopitiam Asia Pacific White Cafe Kopitiam Asia Pacific White Cafe  Registration number 301015523 301323314 301015541 301017828 301015550  Place of registration Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong  Validity period 17 December 2007 to 17 December 2017 14 April 2009 to 14 April 2019 17 December 2007 to 17 December 2017 19 December 2007 to 18 December 2017 17 December 2007 t017 December 2017  Description of trade mark “OLDTOWN WHITE”. Chinese character of “old town while”. “OLDTOWN” and chinese character of “old town”.  Class of trade mark Class 30 of the Nice Classification Class 43 of the Nice Classification Class 30 of the Nice Classification Class 43 of the Nice Classification Ciass 30 of the Nice Classification  18.  ~ ~/1lI» ~~ ~,.,. ~  White Cafe White Cafe White Cafe  3,154,804 Kor 254196 1342663  United States of America Thaiiand Canada  10 October 2006 to 9 October 2016 7 April 2004 to 6 April 2014 6 April 2010 to 6 April 2025  “OLD TOWN”, chinese character of “old town” and “since 1958”.  Class 30 of the Nice Classification Class 30 of the Nice Ciassification Class 30 of the Nice Classification
100 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Description of trade mark Class ofNo.1 Trade mark I Registered Registration Place of Validity period trade mark Owner number registration 19. I White Cale 04002167 Malaysia 27 February “OTWC WHiTE CAFE”. Class 30 01 Marketing 2004 the Nice to Classification 27 FebruaryOTWC~i~ 2014 20. I White Cale 3,228,443 United States 10 April 2007 “White Cale”. Class 30 of of America to the Nice 10 April 2017 Classification White Cale .,. I 1953860 China 114 January 2004 I Class 30 01 1 1 to the Nice 13 January 2014 Classilication White Cale 00015215 Malaysia I 30 Oclober 2000 “White Cale”. I Class 30 0121. I III to the Nice ….~.,J / ‘,~: ~’ _ _ .:_.”‘ / • 30 October 2020 Classilication” ,C”_, . -””IIl8t_1”’C~_’;.;. .. “‘~:~C .• .;.:” ~ _’ ,.,’~I:IIL . ~~~l~’­51,n • .::..~~~~.-~ ­~:__\”-_:_:_;-.,~~”; ..’. 101 I Com pany No: 797771-M I 4. INFORMATION ON OUR GROUP Validity period Description of trade mark Class ofNo. Trade mark I Registered Registration Place of registration trade markOwner number
White Cafe TOO/189011 Singapore 30 October 2000 “We Are The Original”, Ciass 30 of22. “OLD TOWN”, chinese the Niceto 30 October 2020 character of “old town” and Classification “since 1958”. While Cafe 1954598 . China 28 February I “White Cafe”, Class 30 of 2004 the Nice to Classification 27 February 2014 23.
White Cafe TOO/187701 Singapore 27 October 2000 I “White Cafe”. Class 30 of24. to the Nice 27 October 2020 Classifiealion …….;’,.:’_.
102 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Validity period No. Trade mark 1 Registered I Registration I Place of Owner number registration White Cafe 19 March 2008 Marketing 08005442 Malaysia25. to 19 March 2018 II OWTO\\\ ~’.f’i7 c.’;,: :i/\\/:: i;{!;;;~,i;::~~ …•… f,\ ‘\ /1
i. P. ·.i’:,~~ 26. 1 I Kopitiam Asia I 07050024 Malaysia 24 May 2007 Pacific to II 24 May 2017XI MDT ~~. I Malaysia09010580 25 June 2009 Pacific 27. I- . I Kopitiam Asia
to 25 June 2019 Description of trade mark “OLD TOWN WHITE COFFEE”. Class of trade mark Class 35 of the Nice Classification I “XI MUT” and chinese I Class 30 of character of “silk stockings”. the Nice Ciassification “My Lunch @ OLDTOWN”. Class 43 of the Nice Classification 28.  18q!J:I:~  While Cafe  6005860  China  14 January 2010 to 13 January 2010  Chinese character in both simplified and traditional chinese of “old town”.  Class 30 of the Nice Classification  /(1 £’, i±-r:f;S ~ 1;;1:: W
103 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Trade Marks Pending Registration No. 1.  Trade mark  Applicant White Cafe Marketing  Application number 2003-03097  Place of application Malaysia  Description of trade mark “Bailee”.  I Class of trade mark I Class 30 of the Nice Classification  .2.   Gongga Food  2005-013234  Malaysia  A “figurative” picture of old I Class 43 of the town street. Nice Classification  3.  ICE fIRE ~OLO BUN ~~il~  Kopltiam Asia Pacific  07015383  Malaysia  “ICE FIRE POLO BUN” and chinese character of uice fire polo bun”.  Class 30 of the Nice Classification
104 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No. Trade mark Applicant Application number Place of Description of trade mark I Class of trade application mark White Cafe Chinese character of “old301017846 Hong Kong Class 30 of the town”. 4. Nice Classification
5.  I  OLDTOWN  I  White Cafe  06003858  Malaysia  “OLDTOWN”.  Class 30 of the Nice Classification  White Cafe  2006-053928  Japan  Class 30 of the Nice Classification  Kopitiam Asia Pacific White Cafe  0002008000877 TMREF/54215/2009/1  indonesia Brunei Darussalam  Class 30 of the Nice Classification Class 30 of the Nice Classification  White Cafe  04-2009-012059  Philippines  Class 30 of the Nice Classification
105
I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No.1 Trade mark I Applicant I .,6. I IKapitiam Asia Pacific I Kapitiam Asia I Pacific ~wm~~~f~WW 7. I I Kapitiam Asia Pacific
Kopitiam Asia Pacific Kapitiam Asia I Pacific Kapitlam Asia Pacific Kopitiam Asia Pacific Oldtown Oldtown I Oldtown I Application number 09014206 09014205 5856624 1310307 721568 J002007042849 04-2009-012058 N/52598(246) 4-2010-19979 41-2010-0027106 I Place of application Malaysia MalaysiaI China Australia ThailandI Indonesia Philippines Macau I Vietnam I South Korea I Description of trade mark I Class of trade mark I”OLDTOWN ICED COLD”. I Class 30 01 the Nice Classllicatian I Class 35 01 theI Nice Classllicatlan “OLD TOWN WHITE Class 43 01 the COFFEE”. Nice Classilicatlan IClass 43 01 the Nice Ciasslficatian Class 43 01 theI Nice Classilicatian  Class 43 01 the Nice Classilicatian  Class 43 01 the Nice ClassiIication Class 43 01 the
Nice ClassiIication  I  I Class 43 01 the Nice ClassiIication  I  I Class 43 01 the . Nice Ciassilicatlon
106
I Com pany No: 797771-M I 4. INFORMATION ON OUR GROUP No. 8.
9.

Trade mark  Applicant  Application number  Place of application  Description of trade mark  I Class of trade mark  !,’ “‘~” ~~ (~r J.4’  White Cafe  T0805839H  Singapore  “OLD TOWN WHITE IClass 30 of the COFFEE CLASSIC”. Nice Classification  DEll ‘·r”•..::_ ::…-. ;.,~ … ~::~ .. He ~~u. ‘~:”~~’:~ .~~.:  White Cafe  T0805840A  Singapore  “OLD TOWN WHITE ICiass 30 of the COFFEE HAZELNUT”. Nice Classification
06017467 Malaysia I”OLDTOWN WHITE 1 Class 43 of the10. I IKopiliam Asia 1 Pacific COFFEE”. NiceOLDTOWN WHITE COFFEE 1 Classification Australia  Thailand  Indonesia
Class 43 of the Pacific Kopitiam Asia 1 1310312 Nice Classification 1 Class 43 of the Pacific Kopiliam Asia I 649661 Nice Classification I Class 43 of the Pacific Kopitiam Asia I J002007042848 Nice1 Classification PhilippinesKopitiam Asia 1 04-2009-012056 .1 ~::s 43 of the Pacific 11 Classification 107
ICompany No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Trade mark  Applicant  Application number  Place of application  Description of trade mark  Crass of trade mark  KopJUam Asia  85018091  United Slates of  Class 43 of the  Pacific  America  Nice  ClassincaUon  White Cafe  85018045  United States of  Class 30 of the  America  Nice  Classification  Kopillam As!a  099044823  Taiwan  Class 43 of the  Pacific  Nice  Classification  Oldtown  N/52599(390)  Macau  Class 43 of the Nice ClassiflcaUon  Oldtown  41-2010-0027107  South Korea  Class 43 of the  N’oe  Classification  Oldtown  4-2010·19980  Vietnam  Class 43 of the  Nice  Classification  11.  OLDTOWN WHITE  While Cafe  258023  Singapore  “OLDTOWN WHITE”,  Class 30 of the Nroe Classlficallon  Whlle Cafe  ZC 7803876  China  Class 30 of the  Nice  ClassiflcaUon  Oldtown  KH138568f10  Cambodia  Class 30 of the  Nice  Classification  Oldtown  22107  Laos  Class 30 of the  Nice  ClassIfication
1DB
ICompany No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Trade mark  Applicant Oldtown  Application number N/51543(196)  Place of appllcaUon Macau  Description of trade mark  Class of trade mark Class 30 of the Nice Classification  Oldtown Oldtown Wh!le Cafe White Cafe  41·2010·0054216 4-2010-19978 099044821 784224  South Korea Vietnam Taiwan Thailand  Class 30 of the Nice Classification Class 30 of the Nice Classiflcallon Class 30 of the Nice Classification Class 30 of the Nice CJasslficallon  12.  OLDTOWN WHITE·COFFEE .  Kopltlam Asia Pacilic Kopltlam Asia Paclnc  TMREF/54216/2009/1 ZC 7803909  Brunei Darussalam China  “OLD TOWN COFFEE”.  WHITE  Class 43 of the Nice Classification Class 43 of the Nice Class!f1callon  13.  ‘HtJ~ EJ iYJu IqF  KopIllam Asia Pacific  5856622  China  Chinese character of “old town white coffee”.  Class 43 of the Nice Classification
109 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Apprtcant ApplicatIon number Place of Description of trade mark I Class of tradeNo. Trade mark appllcatlon mark MalaysiaWhite Cafe 00013217
Chinese character of “old IClass 30 of the14. lown” and ‘slnce 1958″. Nice Classlficallon Malaysia , “TAKE YOUR TIME”, IClass 35 of Ihe 0801839315. I IKopillam AsIa I NiceTAKE YOUR TIME Pa,m, I Classirication SingaporeT08/12223AI IClass 35 of the Pacific Kopltiam Asia Nice Classification II MalaysiaWhile care­05015404 “THE ORIGINS OF IClass 30 of the 16. I WHITE” and chinese NiceTHE ORIGINS OF WHITE chciracler of “the origins of Classification while”.1IlI:-jjj;;’OOil!lS “TWINWHITE SHAKE~ andKopillam Asia 07050022 Malaysia Class 30 of the 17. I chInese character of ·old NicePacificTWINWHITE SHAKE town twin whlle”. Classification fijlj~ls “While Coffee”, While Cafe 07018523 Malaysia Class 30 of the 18. I ..~ Nice Class!flcallon 110

I Company No: 797771-M I 4. INFORMATION ON OUR GROUP Trade mark Applicant I Application numberN°·1 I I While Cafe T08f05871A19. I II I ~~
ChInese character of ·whlle ChInaWhite Cafe 585662320. I coffee”,S~O~F Whlle Cafe 2006·053927 Japan “WHITE MILK TEA”,21. I WffiTE MILK TEA 22. I White Cafe 301017837 Hong Kong “Oldtown”,
23. I IKopitiam Asia 2010005694 Malaysia “My Lunch @ OLDTOWN”, Pacific

Classification Class 30 of the Nice Classification Class 30 of the Nice Classiflcatlon Class 30 of the Nice Classincation Class 35 of the Nice Classincaflon
111
ICompany No: 797771-M I 4. INFORMATION ON OUR GROUP No·1 Trade mark 24.
25.
26.
27. I

 

I Applicant I I Kopltlam AsIa I PaciUc
KopJUam Asia I Pacinc
I Kopillam Asia I Pacific
Kopillam AsIa I Pacific
I Kopitiam Asia I Pacinc
Kopillam Asia I Pacific
Appllcatlon number 2010005697 2010005698 2010005696 2010005693 2010005699 09008670 I  Place of application MalaysIa  DescriptIon of trade mark “My Dlnner@OLDTOWN”,  Malaysia  I I  Malaysia Malaysia  I”My Tea@ OLDTOWN”, I
Class of trade mark Class 35 of the Nice Classlficallon Class 43 of the Nice ClassificaUon Class 35 of the Nice Classification
Class 43 of the Nice
Malaysia I”My Breakfast @I OLDTOWN”, Ma~I Classification Class 35 of the Nice Classification
Class 43 of the Nice ClasslncaUon OTWC 1IIMie ‘II(dt 7£4  While Cafe Markellng  04002166  Malaysia  “OlWC While MJlk Tea”,  Class 30 or the Nice ClassificaUon  I’REEZY  Kopiliam Asia Pacific  2010007668  MalaysIa  “FREEZY”.  Class 30 of the Nice Classification
28. I 112 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP No.  Trade mark  Applicant  AppllcaUon number  Place of appllcatfon  DescrIption of trade mark  Class of trade mark  29.  ~ ‘” ~ .­..41f A “‘”, … ~’~. /”f … f ~  Oldtown  2010017250  Malaysia  “24 JAM”,  Class 35 of the Nice Classlflcatlon  30.  1I,\}’;i<Bi(,i)~~p~’:::.::~  Oldtown  2010017248  Malaysia  “OLD TOWN” and “earthcare”.  Class 16 of the Nice Classification  Oldtown  2010017249  MalaysIa  Class 35 of the  Nice  Classlncation  31.  _triBe  White Cafe  099044822  Taiwan  ChInese character in both simplified and traditional chinese of “old town”,  Class 30 of the Nice Classification
No/es:­The Nice Classification is based on the Nice Agreement, which was concluded In 1957, concerning the international classification of goods and sarvlces (or the purposes of the registralfon of marks” It comprises cless heedings, which describes the nature of goods and services in each of tha thirty four (34) classes of goods and eleven (11) classes of services. Descrlpllon of clesses under the Mce Classification: Class 16: Paper, cardboard and goods made from these maten”els, not Included in olher classes; pn”nted matter; bookbinding malerla/; photographs; stationery; adhesives for stationery or household purpOSes; artists’ matedals; paint brushes; typawriters and oHlce requisites (except furniture); instructional and teaching materiel (except apparatus); plastic ma/erials for packaging (not included In othar clesses); playing cards; printers’ type; printing blocks; 113 I Company No: 797771-M I 4. INFORMATION ON OUR GROUP
Class 30:  Coffee, taa, cocoa, sugar, rfca, laploca, sago, artificIal coffae; flour and preparations made from csrsals, bread, pastry and confectionery, Icas;  honey, treacle; yeast, baking-powder; salt. mustard; vinegar. sauces (condlmen/s); spIcas; Ice;  Class 35:  Advartlslng; busIness management; business admlnls/ration; office runctions; and  Class 43:  Services for providing food and drink; temporary accommodallon.
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114 4. INFORMATION ON OUR GROUP
4.16 STRATEGIES AND MODES OF MARKETING Marketing Strategy We utilise the following marketing strategies to sustain and expand our business:­Continue to place emphasis on branding by strengthenlng and promoting the ‘OLDTOWN’ brand name which is key in building brand equity and customer loyalty; Position ourselves as an operator of a major cafe chain specialising in coffee supported by in-house bean roasting and manufacturing facilities; Maximise on OUf established ‘OLDTOWN’ brand name by expanding our product portfolio of coffee and other beverages in the retail sector; Continue 10 provide high standards of quality of food and beverages at our ‘OLDTOWN WHITE COFFEE’ cafe outlets as well as our in-house manufactured coffee and tea beverages; and Continue to expand on our network of ‘OLDTOWN WHITE COFFEE’ cafe oullets through our franchise programme locally as well as overseas. As part of the Group’s strategy to promote our cafe outlels and beverages globally, the Group also participates in exhibitions and conventions including the following: Names of ExhibItion THAIFEX World of Food Asia 2008 Anuga Food and Hotel Asia (“FHA”) Gulrood Food and Hotel Asia (“FHA”) SIAL Asia’s Food Marketplace
China 2011 Country  Nature of Participation  Year  Thailand  Exhibi\or  2004,2006,  2007 & 2008  Germany  Exhibitor  2005  Singapore  Exhibitor  200B  Dubai  Exhibitor  2009  Singapore  Exhibitor  2010  China  Exhibilor  2011
To implement our marketing strategy. we have our own sales and marketing team to focus on business development with existing and potential customers. As at LPD, we have 37 sales and marketing personnel in our Group. Distribution Channel Strategy For our cafe chain operations, we service our customers directly. which constitutes the end­consumers. As for our retail pack coffee and tea beverages, these are sold through the following channels: Our chain of OLDTOWN WHITE COFFEE cafe oullets; Food services outlets including coffee shops; and Intermediaries including hypermarkets, supermarkets. convenience slores, mini markets, Chinese Medical Halts, petrol kiosks, other retailers, wholesalers and distribulors. 4. INFORMATION ON OUR GROUP Using intermediaries and third party retailers enable us to utilise the existing network of intermediaries and retailers to expand our market coverage without the need for significant investments in sales, marketing and logistics for OUf retail pack coffee and other beverages. The intermedIaries and retailers would rely on their own distribution network to reach end­consumers. As at LPD, we have 16 distributors in 101;81 and overseas markets. specifically for our retail pack coffee and lea: By Countries  Number of Distributors  Malaysia Singapore Indonesia Hong Kong Canada Taiwan Brunei Thailand Philippines China Uniled Stales Australia I New Zealand  2 1 2 1 1 1 1 1 1 2 2 1  TOTAL  16
4.17 QUALITY CONTROL PROCEDURES OR QUALITY MANAGEMENT PROGRAMMES Manufacturing Operations We have always placed significant emphasis on product Quality. This is reflected in our Group’s quality management and food safety syslems certifications by our subsidiaries: White Cafe attained HACCP from 8M Trada Certification ltd which is valid tili16 July 2011; White Cafe obtained ISO 22000:2005 from 8M Trada Certification ltd which is valid till 7 August 2011; White Cafe obtained ISO 9001 :2000 which was upgraded to ISO 9001 :2008 from 8M Trada Certification ltd, valid till 7 August 2011: White Cafe is GMP certified by Department of Public Health, Ministry of Health Malaysia, which is valid for three years from 11 November 2008; Gongga Food attained HACCP from 8M Trada Certification ltd, which is valid till 6 July 2012; and Gongga Food obtained ISO 22000:2005 from 8M Trada Certification ltd, which is valid till 6 July 2012. 4. INFORMATION ON OUR GROUP
Esquire Chef attained HACCP from Moody International Certification (Malaysia) Sdn Bhd, which is valid till 17 May 2013; Esquire Chef obtained GMP certification from Moody International Certification (Malaysia) Sdn Bhd, which is valid till 17 May 2013; Gongga Food was GMP certified by Department of Public Health, Ministry of Health Malaysia, which is valid for three years from 8 July 2010; Emperor’s Kitchen attained HACCP Codex Alimentarius certification from SGS (Malaysia) Sdn Bhd, which is valid till 1 November 2013; Emperor’s Kitchen attained MS 1480:2007 Food Safety certification from SGS (Malaysia) Sdn Bhd, which is valid till 1 November 2013; Dynasty Confectionery attained HACCP from Moody International Certification (Malaysia) Sdn Bhd, which is valid till 30 January 2014; and Dynasty Confectionery attained GMP certification from Moody International Certification (Malaysia) Sdn Bhd, which is valid till 30 January 2014. BM TRADA Certification is a management system certification body accredited by UKAS (United Kingdom Accreditation Service). Its portfolio of services includes certification of quality, environment, information security, health and safety, food safety management systems, and product and personnel schemes. A certification from an independent body such as BM TRADA Certification on White Cafe’s HACCP management system indicates that the company’s manufacturing process and practices meets food safety standards. Obtaining a recognized accreditation for HACCP is in line with international best practices for food processing. The following approaches are adopted by our Group to ensure that certain quality standards are maintained and adhered: In-eoming materials and ingredients such as instant coffee powder, sugar and creamer are weighed and mechanically sieved or screened prior to mass production. This is to prevent contamination and ensure that the final end-products meet the desired quality expeclations; Each level of our manufacturing process inclUding the mixing and filling of contents into sachets has to go through a checking process for quality assurance; Quality checks in the form of inspections are also carried out with a sample of final products before despatching to customers; and Obtain feedback from our trade and retail customers pertaining to the quality of the products. As at LPD, we have 21 personnel focusing on quality assurance. Operation of Cafe Outlets As at LPD, a total of 74 of our ‘OLDTOWN WHITE COFFEE’ cafe outlets including fully and partially owned, as well as franchised and licensed cafe outlets were awarded the Clean Food Business Premise by the local councils. The awards are given to food ouUets that have been checked by the local council and meet the set criteria for Crean Food Business Premises. 4. INFORMATION ON OUR GROUP 4.18 DEPENOENCY ON ANY CONTRACT. ARRANGEMENT, DOCUMENT OR OTHER MATTER (a) Dependency on Registrations, Patents and Intellectual Rights Save for the trade marks as disclosed in Section 4.15 of this Prospectus. our Group is not dependent on any other registrations, patents and intellectual rights for OUf business operations. (b) Dependency on Major Licenses Save for the major licenses disclosed in Section 4.14 of this Prospectus, our Group is nol dependent on any other major licenses. (c) Dependency on Industrial, Commercial and Financial Contracts There are no material agreements or contracts (including informal arrangements or understandings) as at lPD, which have been entered into by our Company and/or our SUbsidiary companies which the Oldtown Group is highly dependent upon. 4.19 RESEARCH AND DEVELOPMENT (R&D) Policy on R&D and Personnel Our R&D efforts are primarily focused on the cafe outlet operations particularly in the development of new recipes of food and beverages. Through R&D, the Group aims to realise the following benefils: sustain and grow the business through development of new and improved range of food and beverages for our cafe outlets; create competitive advantages by leveraging from our strong brand equity and differentiating from our competitors through our food and beverages; improve efficiency and effectiveness of our centralised food processing centres by developing new methods of packaging our ingredients for our cafe outlets that ensure that the original flavour is retained; continually improve on consistency in product quality, such as sourcing of quality raw materials and ingredients, and quality control on in-coming raw materials and out­going processed food and finished products; and increase revenue by introducing new products and enhancing the menu with the aim of increasing the variety and choice of food to our customers. As at LPD, our Group’s R&D activities are supported by seven (7) dedicated personnel focusing on product development. R&D Expenditure Between the FYE 2007, 2008, 2009 and 2010, our R&D expenditure contribution was minimal. 4.20 INTERRUPTIONS IN BUSINESS IN THE PAST TWELVE (12) MONTHS There have been no interruptions to the business of our Group that significantly impaired our Group’s business performance during the past twelve (12) months. INFORMATION ON OUR GROUP MAJOR CUSTOMERS We do not have any customers that represent 10% or more of our total Group revenue for the 4. 4.21 4.22 last four (4) FYE 2007, 2008, 2009 and 2010. MAJOR SUPPLIERS The table below lists our Group’s supplier that represented purchases for the last four (4) FYE 2007,2008,2009 and 2010: No. Contribution -to totalName of Group purchases (%)supplier 1. Inno-Cosmic Sdn Bhd FYE 2007 16.1 FYE 2008 15.1 FYE 2009 14.6 FYE 2010 15.1 2. Dan Kaffe(M SdnBhd FYE 2007 14.5 FYE 2008 6.3 FYE 2009 2.7 FYE 2010 1.6 Approximate Length of relationshiD 8 years 12 years 10% or more of tolal Group Country of origin  Services rendered  Malaysia  Supplier of non­dairy creamer  Malaysia  Supplier of instant coffee powder
We are somewhat dependent on Inno·Cosm’ic Sdn Bhd, our supplier of non-dairy creamer by virtue of its contribution of more than 10% of Ihe Group’s total purchases for FYE 2007, 2008, 2009 and 2010. Although Dan Kaffe (M) Sdn Bhd constituted more than 10% of our Group’s tolal purchases for the FYE 2007, we have reduced our dependency on this supplier of instant coffee powder for FYE 2008, 2009 and 2010. The following factors mitigate against our dependency on Inno-Cosmic Sdn Bhd: Inno-Cosmic Sdn Bhd has been dealing with us for the last 8 years, which indicates a stable business relationship. Inno-Cosmic Sdn Bhd mainly supplies non-dairy creamer for our beverage manufacturing operations; Apart from Inne-Cosmic Sdn Bhd, we also source non-dairy creamer from two other alternative suppliers. This helps us to reduce dependency on any single supplier; and Non-dairy creamer is a raw malerial that is manufactured locally and sources of supply are readily available. 4. INFORMATION ON OUR GROUP
4.23 FUTURE PLANS AND STRATEGIES Our future plans are focused in three key areas as depicted in the figure below:

II ., V~n~r~I:~t6 :~~~~~d:\.
::EXisting.BtpO_rt::ly1arkeiS~;, . ” fore-iwerage:S “:.~_:::”-“./_,
Malaysia Imn Singapore China Indonesia 4.23.1 Expansion of Cafe Outlets Part of our future plans is to expand on the coverage of our OLDTOWN WHITE COFFEE cafe outlets in the local market, Singapore and Indonesia. As at LPD, our chain of cafe outlets has reached 171 in Malaysia, nine (9) in Singapore and two (2) in Indonesia. This includes fully and partially owned, as well as franchised and licensed. Barring any unforeseen circumstances, we plan to establish an addilional 27 OLDTOWN WHITE COFFEE cafe outlets comprising 22 outlels in Malaysia, three (3) in Singapore and two (2) in Indonesia by end of 2011. In subsequent years, we would continue to open further cafe outlets in Malaysia, Singapore and Indonesia. THE REST OF THiS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP 4.23.2 Venture Into New and Expand Into Existing Export Markets for Beverages Our Group’s intention is to extend our instant coffee mix, instant milk tea mix and roasted coffee powder to further cover new and existing export markets. Some of the countries we exported our instant coffee mix, instant milk tea mix and roasted coffee powder to in FYE 2010 are Singapore, Hong Kong, the United States, Canada, Taiwan, Indonesia, Brunei, Thailand, Philippines, China, United Kingdom, and Australia. In the first quarter of 2011, we started exporting our coffee and tea beverages to New Zealand. It is our intention to further expand on the export of our coffee and tea beverages to the following new and existing markets by fourth quarter of 2011 and 2012: Iran; and China.
China offers enormous opportunities for our OLDTOWN and NAN YANG brands of instant coffee mix, instant milk tea mix and roasted coffee powder beverage products due to the sheer size of the population. As at LPD, Oldtown has appointed two (2) distributors to distribute its beverage products in China. Iran also has the potential for growth as our Group already has enquiries from interested parties to import our products into the country. Part of our strategy is to utilise intermediaries to distribute our beverage products in the respective countries of export. This strategy is effective in helping us to expand our markets with minimal investment. 4.23.3 New Manufacturing and Food Processing Plant Part of our future plans is to relocate our current food processing operations in Taman Bercham Indah and Kawasan Perindustrian Ringan Sri Rapat, Ipoh, and manufacturing of instant coffee and tea, and roasting of coffee powder facilities in Kawasan Perindustrian Bercham and Taman Medan Bercham, Ipoh to one central location in Ipoh. The proposed new location for our food processing operations is at Kawasan Perindustrian Tasek, Ipoh. The construction of the new factory is mainly to: increase the capacity of our beverage manufacturing operations as we have almost reached full capacity under our current working hours by the second quarter of 2011 for the manufacturing operations of our instant coffee mix and instant milk tea mix; and we also plan to centralize our manufacturing activities under one roof to be more efficient in terms of logistics. We have purchased an approximate 9-acre piece of land in Ipoh and have commenced construction on the manufacturing plant in the second quarter of 2011. The new manufacturing plant is expected to be completed by 2013. The construction of our new manufacturing plant consists of three phases. The first phase will involve building a premise for the manufacturing of instant coffee mix and instant milk tea mix. The second phase of the new manufacturing plant will involve building an office block while the intended usage for the third phase of construction has yet to be determined.The acquisition of the approximately 9-acre piece of land which amounted to RM4.75 million was financed by internally generated funds and bank borrowings. Please refer to Section 13.4(b) of this Prospectus for further details of this agreement. 4. INFORMATION ON OUR GROUP
The following table indicates the timing of implementation of our future plans: Business Activities  2011  2012  2013  Expansion of cafe outlets -Malaysia -Singapore -Indonesia New And EXisting Export Markets for Beverages  ..J ..J ..J ,f’j ,f’j ,f’j  ..J ..J ..J ..J ..J  ..J  -Iran -China New Manufacturing and Food Processing Plant
(1) Fourth quarterof2011
(2) Construction commenced in the second quarter of2011

4.24 PROSPECTS OF OUR GROUP The prospects of our Group are generally favourable in light of the following factors: Good business performance; Com petilive advantages; Future plans to provide sustainable growth; Industry outlook. 4.24.1 Good Business Performance Our good business performance is supported by the following financial achievements for the FYE 2010 compared to FYE 2009: Revenue grew by 31.7%; Profit before tax grew by 8.0%; Profit after tax (after NCI) grew by 4.9%.
Between the FYE 2007 and FYE 2010, our financial performance is as follows: Our revenue grew at an average annual rate of 47.7%; Our Profit before tax grew by an average annual rate of 46.0% Our Profit after tax (after NCI) grew at an average annual rate of 43.1 %. The continuing growth of our financial performance over the last three years will provide us with the platform for continuing business success and growth. 4.24.2 Competitive Advantages Our com petitive advantages will provide a platform for continuing growth and success. These include the following: Established brand name; Extensive sales network; Integrated coffee beverage manufacturer and cafe operator; Proprietary formulation; Economies of scale; Export markets; and Franchising business.
Please refer to Section 4.10 of this Prospectus for further details of our competitive advantages. 4. INFORMATION ON OUR GROUP 4.24.3 Future Plans to Provide Sustainable Growth We have in place a sound business plan for moving forward, and are focused in the following main areas: Expansion of cafe outlets to extend our coverage of the local market and export market to provide ease of accessibility and convenience to our customers; New and existing export markets for our coffee and tea beverage products which are focused on addressing new markets for business growth; New manufacturing and food processing plant to maximise on efficiency in terms of logistics. Our future plans will provide us with growth opportunities and at the same time ensure that we are prudent in minimising business risks. All these factors will contribute to the favourable prospects of our Group. 4.24.4 Industry Outlook Performance of the Food Services Industry is largely dependent on the general economic conditions and consumer confidence and spending in Malaysia. As such, observations on the following areas may provide some indications on the outlook of the Food Services Industry: real GOP of the Malaysian economy; real GOP of the accommodation and restaurant industry; consumer confidence.
Real GOP of the Malaysian Economy A growing local economy provides the impetus for increasing affluence of the people, which will have a positive effect on operators within the Food Services Industry. While real GOP registered a contraction of 1.7% in 2009, real GOP for Malaysia increased by 7.2% in 2010. As for 2011, Malaysia is expected to experience continuing growth where real GOP is expected to grow between 5.0% and 6.0%. Real GOP of the Accommodation and Restaurant Industry Continuing growth of the accommodation and restaurant industry will provide sustainabilily and growth opportunities for operators within the Food Services Industry focusing on Cafe Outlets. The accommodation and restaurant industry has been growing over the last four years as indicated below: Between 2006 and 2010, real GOP of the accommodation and restaurant industry grew at an average annual rate of 6.3%; In 2010, real GOP of the accommodation and restaurant industry grew by 5.0%. As for 2011. real GOP of the accommodation and restaurant industry is expected to grow by 5.2%. 123 4. INFORMATION ON OUR GROUP Consumer Confidence Generally, consumer confidence level indicates consumer spending patterns that will affect businesses in Malaysia, including operators within the Food Services Industry focusing on Cafe Outlets. During the first quarter of 2011, consumer confidence decreased by 7.7% compared to the previous quarter and decreased by 5.3% compared to the corresponding period in 2010. If the consumer confidence continues to decline over a sustained period, the outlook may be challenging for businesses, including operators within the Food Services Industry. (Source: Independent Assessment of the Food SelVices Industry focusing on Cafe Outlets prepared by Vital Factor Consulting Sdn Bhd) THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4. INFORMATION ON OUR GROUP 4.25 STANDARD SALIENT TERMS OF OLDTOWN GROUP’S FRANCHISE AGREEMENT Our Group expanded vertically in 2005 into the food services sector by opening a chain of cafe outlets. As at LPD, the operators of 169 OLDTOWN WHITE COFFEE cafe outlets in Malaysia have entered into franchise agreements with Kopitiam Asia Pacific. The standard salient terms of the franchise agreement entered into between Kopitiam Asia Pacific, a wholly owned subsidiary of our Group, and the franchisees are, inter alia, as follows: (a) the franchise shall be granted to the respective franchisees in consideration for the following to be given to the franchisor:
• franchise fee, amounting to RM80,000;
• royalty, amounting to 5% of the monthly gross sales, which is payable on a monthly basis; and
• advertising and promotion fee, amounting to 3% of the monthly gross sales, which is payable on a monthly basis;

 

(b) the franchise shall be granted to the respective franchisees for a term of five (5) years with an option to renew the said agreement for a further period of five (5) years subject to fulfillment of certain conditions;
(c) the franchisor shall permit the franchisee to operate the cafe outlet in accordance to the system under the trade name and mark of the franchisor;
(d) the franchisee shall be responsible for:
• locating, obtaining, maintaining, decorating and developing the cafe outlet;
• providing training to its staffs for the purpose of operation of cafe outlet;
• ensuring all stocks are purchased from the franchisor or its authorized suppliers; and
• providing the franchisor a detailed sales report;

 

(e) the franchisor shall have the right to terminate the franchise agreement in the event:
• any judgment is entered against the franchisee;
• the franchisee appoints a receiver and manager over its property;
• the shareholding of the franchisee is transferred to another party without prior written approval from the franchisor being obtained;
• the franchisee does not commence business within the period prescribed;
• the franchisee makes or attempt to make an assignment of the franchise agreement to a third party without the prior written consent of the franchisor; and
• there shall be a breach by the franchisee of or non-observance or non­performance of any terms and conditions as provided for under the franchise agreement;and

 

4. INFORMATION ON OUR GROUP (I) the franchise agreement may be terminated by mutual agreement between the franchisor and franchisee. Unless the franchise agreement is sooner terminated, the franchisee shall have the right to renew the agreement at the expiration of the franchise term of 5 years (“Term”), for a further period of 5 years subject to the following conditions:­• the franchisee shall by notice in writing to the franchisor give not less than ninety (90) days notice before the end of the Term, require the Term of the agreement to be renewed;
• there have been no breaches by the franchisee of any provision of the franchise agreement;
• the franchisee has performed its obligations under the agreement to the reasonable satisfaction of the franchisor;
• the franchisee shall at its own expense renovate and refurbish the premises and the fixtures and fittings at the premises and renew the equipment to the extent that the franchisor shall deem to be necessary to ensure that the franchised business meets the franchisor’s then current requirements and within the time prescribed by the franchisor and for such purposes, the franchisee shall at its own cost and expense engage the franchisor’s nominated architect, interior designer and contractor;
• the franchisee, if so required by the franchisor, shall relinquish in such form as the franchisor may require all claims against the franchisor or any third party associated with the franchisor;
• such renewal shall be effected by the franchisee entering into a new franchise agreement which shall contain conditions which are similar or not less favourable than the conditions in the franchise agreement whereupon the franchisee shall pay to the franchisor the renewal franchise fee, amounting to RM10,000.00; and
• any person employed by or actively involved in the franchisee, specified by the franchisor, shall have completed at the franchisee’s expense such retraining or refresher training at such time and at such place as the franchisor may require.

Provided that if after the service of the notice referred to above and prior to the execution of the new franchise agreement the franchisee shall fail to comply with the provisions set out above, the franchisor shall not be obliged to grant a renewal to the franchisee. There are no restrictions in terms of proximity between OLDTOWN White Coffee cafe outlets. However our Group’s franchise agreement does incorporate non-competitive clauses, which among others, are as follows:­• that the franchisee shall only be permitted to carry on the franchised business within the territory (i.e, the premise as agreed upon between the franchisor and franchisee, and stated in the respective franchise agreements), as agreed under the franchise agreement;
• that on the expiry or termination of the franchise agreement, the franchisee shall cease to use the intellectual property of the franchisor;
• that the franchisee shall not use the trade name, mark or the names “OLD TOWN” “WHITE CAFE” or “WHITE COFFEE” or any derivation of them in its corporate name;’
• that the franchisee shall not operate any business from the premises other than the franchised business;

126 4. INFORMATION ON OUR GROUP • For so long as the franchise agreement is in force and for a period of two (2) years after the expiration or termination of the franchise agreement, the franchisee undertakes that: ~ the franchisee shall not be engaged, in the sale of the products, provision of the services, use of the system and the intellectual property in any business which is in the sole opinion of the franchisor competitive with the business, the products, the services, the system and the intellectual property and the franchisee shall severally execute an irrevocable and unconditional non­disclosure and non-competition undertaking in favour of the franchisor in respect of the foregoing which shall be in such form as determined by the franchisor; the franchisee shall procure its employees not to be engaged in the sale of the products. provision of the services, use of the system and the intellectual property in any business which is in the sole opinion of the franchisor competitive or in conflict with the business, the products, the services, the system and the intellectual property and the franchisee shall procure its employees to execute an irrevocable and unconditional non-disclosure and non-competition undertaking in favour of the franchisor in respect of the foregoing which shall be in such form as determined by the franchisor; the franchisee shall not employ any person who is at that time or has at any time in the previous two (2) years been employed by the franchisor or any other franchisee and the franchisee shall not induce any such person to leave his or her employment; and the franchisee shall not solicit customers franchised business nor divert any customers from the franchisor or any other franchisee of the franchisor. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

 

 

 

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