Haikui Seafood AG: Management Presentation
Haikui Seafood AG: Management Presentation
Haikui Seafood AG: Management Presentation
Management Presentation
April/May 2012
IMPORTANT NOTICE
This presentation was prepared by Haikui Seafood AG solely for use at the management presentation held in connection with the contemplated offering of shares of Haikui Seafood AG. It is furnished to you solely for your information, should not be treated as giving investment advice and may not be copied, distributed or otherwise made available to any other person by any recipient. The contemplated offering and the information disclosed in this presentation should be kept confidential until publicity disclosed by Haikui Seafood AG.
The selected facts and information contained in this presentation are as up to date as is reasonably possible and are subject to revision in the future. Neither Haikui Seafood AG nor any of its directors, officers, employees or advisors nor any other person make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation or shall have any liability whatsoever for losses howsoever arising, directly or indirectly, from any use of this presentation.
This presentation may contain forward-looking statements, which involve risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These forward-looking statements reflect Haikui Seafood AGs current expectations and projections about future events and may be identified by words such as expectation or target or forecast and similar expressions, or by their context. These forward
looking statements are made on the basis of current knowledge and assumptions. Various factors could cause actual future results, performance or events to differ
materially from those described in these forward-looking statements. No obligation is assumed to update any forward-looking statements.
The following information does not constitute either an offer for the sale or the solicitation for making an offer for the purchase or the subscription of shares in Haikui Seafood AG, but serves exclusively information purposes. Any potential future offering of shares will only be conducted on the basis of a securities prospectus to be approved by the German Financial Supervisory Authority (BaFin). Potential investors should base their investment decision solely on such securities prospectus.
The following information may only be distributed in other jurisdictions in compliance with the respective local regulations and persons who come into possession of this information have to inform themselves about the local regulations and have to obey them.
CONTENTS
1/ 2/ 3/ 4/
5/ 6/
1/ INTRODUCTION:
Management Team
Mr CHEN Zhenkui // Executive Chairman/ CEO (52) Founder and majority shareholder (56.6%), third generation in the seafood business Responsible for overall management and corporate development More than 20 years of management experience in the seafood industry Vice Chairman of the All-China Federation of Industry & Commerce Aquatic Industry
Mr HUANG Zhenping // Executive Director/ COO (48) Joined as Deputy General Manager in 1997 Responsible for corporate administration and operations Executive Member of the Dongshan County Chamber of Commerce More than 15 years of general management experience in the seafood industry
Mr Alan GEY // Executive Director/ CFO (40) Joined Haikui in 2007 Responsible for financial reporting, treasury, compliance and investor relations More than 15 years experience in finance, banking and general management in international organisations (Shanghai TREFFERT Special Coatings, Standard Chartered Bank, DBS Bank) Member of the Association of Chartered Certified Accountants (ACCA) Native English & Chinese speaker
1/ INTRODUCTION:
Supervisory Board
Dr Klaus VIETEN // Chairman of the Supervisory Board German national Chairman of the Board of the Seafood Information Centre in Hamburg Former Managing Director and shareholder of Pickenpack Hussmann & Hahn Seafood GmbH Former Member of the Executive Board of FROSTA AG Former Deputy Chairman of the Federal Association of the Fish Producing Industry in Germany
Dr Rainer SIMON // Deputy Chairman of the Supervisory Board German national Current Chairman of the Supervisory Board of Joyou AG, a Chinese designer, producer and distributor of faucets and other sanitary ware products, listed in the Prime Standard of the Frankfurt Stock Exchange (IPO 2010) Former Member of the Management and Supervisory boards of Friedrich Grohe AG
Mr Hock Eng CHAN // Member of the Supervisory Board Singapore national, native Chinese and English speaker Managing Partner of Zana Capital, a private equity fund management company, managing two of Haikuis shareholders Mega Bond International and Everswift Holdings More than 15 years of experience in business management and operations, as well as the implementation and management of joint ventures and direct investments
1/ INTRODUCTION:
Haikui at a Glance
Summary overview
Key figures
m
Revenue % growth EBITDA % margin Net profit % margin Avg. permanent employees Avg. temporary contract workers Avg. total employees incl. temporary contract workers
2009
94.5 60.9% 20.5 21.7% 18.0 19.1% 366 1,438 1,804
2010
126.2 33.5% 27.1 21.5% 23.3 18.5% 430 1,475 1,905
2011
152.1 20.5% 35.4 23.3% 28.3 18.6% 605 1,589 2,194
100 frozen and canned seafood products Founded: 1993 Processing plants: Dongshan, Fujian province, China
Primary and secondary processing of seafood All steps from inspection of new raw material to quickBusiness
freezing, packaging and warehousing of finished products Annual processing capacity of 28,543 tonnes (Output) Compliance with international food quality standards
Cold storage capacity of approx. 15,000 tonnes Diversified customer base, incl. 86 overseas and 21
domestic distributors
Distribution
Core markets served are Europe, USA, Asia and China Top seafood exporter in Fujian province since 2008 with
more than 10 years of solid export track record
Major seafood processor in China with excellent access to raw material and established distributors worldwide 6
1/ INTRODUCTION:
Product Portfolio
88%
Frozen Seafood
(88% of revenue 2011: 133.7m) Seafood which has undergone cleaning, cutting, scaling, seasoning, drying, grilling and/ or cooking before quick-freezing
12%
Canned Seafood
(12% of revenue 2011: 18.4m) Seafood which has undergone cleaning, cutting, scaling, seasoning, drying and/ or cooking before packing into cans and heat sterilisation
Crab
Prawn
Fish
Others
Shelled crab meat Cut crab Whole crab Crab cake Stuffed crab Pasteurised crab
Shelled prawn meat Partially-shelled prawn Whole prawn Dried prawn Prawn ball Breaded prawn Shrimp rolls
Sliced fish meat Fish fillet Fish paste Fish balls Fish noodle Fish cake Breaded fish fillet Dried fish meat Whole fish Grilled eel
Dried cuttlefish/ squid Cuttlefish balls Seafood rolls Breaded squid rings Sliced octopus/ squid Squid fillet Whole octopus/ squid Breaded oyster Mussel, oyster, scallop and clam meat
Broad and well-diversified product portfolio with more than 100 high quality seafood products 7
1/ INTRODUCTION:
Well positioned to exploit growth opportunities in China and globally Strong domestic and international reputation as a high quality manufacturer Strategic location in Dongshan with diversified access to high quality raw materials Abundance of qualified local workforce at low cost in combination with low fluctuation Highly flexible organisation with efficient processing capabilities Multi-species product offering and strong domestic and international distribution base
Haikui presents a compelling equity story ... netting value from a sea of opportunities 8
CONTENTS
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6/
FINANCIAL PERFORMANCE
OFFERING APPENDIX
CAGR 2.1%
109.8 108.2 105.8 103.4 101.4 98.4 95.1 93.2 91.4 89.5 99.5
China Japan United States India Indonesia Philippines Russia Korea Bangladesh Vietnam France Thailand Spain Italy 2.9 2.7 2.5 2.4 2.2 2.1 2.1 1.8 1.4 1.3 7.7 7.4 6.0 5.5
35.4
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Egypt
80
World
2007
70
Japan
60
60.8
2
17.1 16.7
= +2%
China
50
Rapid growth of income and urbanisation in China from the early 1980s to late 1990s
40
China
35.9
30
20
World
10
= +35%
South America
0
Source: FAO, FAOSTAT, International Food Policy Research Institute (IFPRI) 1 FAOs consumption statistics based on a disappearance model using supply quantities: Captures + Aquaculture + Imports - Exports + Stocks - Non food uses 2 According to Chinas National Statistics Bureau (NSB), seafood consumption per capita in China amounted to 9.3kg in 2007 (9.7kg in 2009)
1961 1963 1965 1967 1969 1971 1973 1975 1977 1979 1981 1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007
Per capita seafood consumption is highest in coastal regions and areas with high disposable income Fujian is the #1 province in terms of per capita seafood expenditure
Top provinces and municipalities in terms of expenditure value per capita on seafood products in 2010
1000
444
17,713
19,946
17,064
7
Fujian
1
Shanghai
3
Zhejiang
21
Hainan
5
Guangdong
4
Tianjin
6
Jiangsu
9
Liaoning
8
Shandong
12
Guangxi
16
Hubei Nationwide average
12
Source: FAO, FAOSTAT, International Monetary Fund, Chinas National Statistics Bureau (NSB), USDA Foreign Agricultural Services, Company information, Euromonitor
Industry benefits from - huge and growing domestic seafood production - low labour costs
9,762 processing facilities with a capacity of 23.9m tonnes (2010) Trend towards industry consolidation Out of 10m tonnes of frozen processed seafood products in 2010,
Haikui captured a share of approximately 0.2%
Seafood processing hubs in major seafood production regions 67% of processing facilities concentrated in Zhejiang, Shandong,
Fujian and Guangdong provinces (2010)
Zhejiang
High (working) capital requirements Stricter food quality and safety control Long due diligence procedures by distributors Access to sufficient supply of raw material
Guangdong
Top seafood exporting company in Fujian province since 2008 Largest seafood processor in Fujian province in 2011 (in terms of
sales and export statistics)
Top 10 seafood company in China Main competitors from Fujian, Guangdong and Zhejiang provinces
5.370
5.845
6.484
6.868
7.447
8.379
9.160
10.008
10.925
11.936
13.058
2006
2007
2008
2009
2010
2011
2012e
2013e
2014e
2015e
2016e
4.9% 2.9%
Source: Company information, Euromonitor 1 Market definition: Domestic retail sales of frozen processed and canned/ preserved seafood (including processed, packaged and branded seafood products with additional ingredients)
Selected Competitors
Active in
Production Dalian Zhangzidao Fishery Processing
Regional focus
Main products Domestic Export
Liaoning
Shandong Oriental Ocean Sci-Tech 83.8
68.8 Frozen and ready-to-eat (scallop, squid, prawn), sea urchin, sea cucumber, conch 9.8 Dried and fresh shrimp, instant scallop, squid, hoki chop, sea cucumber, fish seedlings, larval rearing n.a. Tuna, oysters, mackerel, sardines, fresh vegetables, frozen fruits, meat, poultry, pet food n.a. Crab, surimi, shrimp, tilapia, salmon, clam, pollock, grouper n.a. Prepared food (tuna and shrimp spring roll, cuttlefish ball and filet), frozen seafood (tuna, moonfish, swordfish), canned seafood (tuna and mackerel), snack food (squid, eel, cuttlefish) n.a. Canned seafood (crab, oyster, eel and clam meat), frozen seafood (skate, sand borer, cod, tilapia, squid, shrimp), frozen & dried fruits & vegetables n.a. Fresh and frozen packaged fish
Shandong
n.a.
n.a.
Zhejiang
n.a.
Fujian Guangdong
n.a.
Dongshan County Dongya Aquatic Product Zhanjiang Guolian Aquatic Products Guangdong Hengxing Group
n.a.
145.6 n.a.
2.2 Shrimp, fish, squid n.a. Frozen roasted eel, frozen eel, smoked eel
Source: Company websites, Capital IQ; calculated on basis of average exchange rates 1 LTM figures as of 30 September 2011 2 LTM figures as of 30 September 2010
CONTENTS
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FINANCIAL PERFORMANCE
OFFERING APPENDIX
17
3/ CORPORATE PROFILE:
Processing
Distribution
1.
Unique Selling Point
4.
7.
Strong diversification
2.
5.
8.
One-stop-shop
3.
6.
9.
Covered by Haikui
Flexible and efficient organisation, well adapted to the prevailing market environment 18
3/ CORPORATE PROFILE:
Processing
Distribution
Strategic Location
Access to a variety of species due to location between East and South China Seas High water quality, no heavy industries nearby Stable, cost-competitive and sustainable supply due to ready access to both capture fishing and aquaculture Abundance of local skilled workers at relatively low costs, no dependency on migrant workers
Yellow Sea
Taiwan
Dongshan Island
Guangdong
24.1%
8.0%
6.2%
5.1%
Access to more abundant and new species from coastal and international waters will reduce impact from fishing restrictions and supply side seasonality Further improvement of logistics infrastructure
1.
Strategic location in Dongshan with excellent access to sustainable sources of high quality raw materials 19
3/ CORPORATE PROFILE:
Processing
Distribution
Procurement
Supplier structure
Breakdown of revenues by type of source in 2011
Aquaculture farms 40.7% Capture fishing 59.3%
2009
2010
2011
Priority access
Long-term relationships
Source: Company information 1 In Fujian province, restrictions on the trawling net fishing method are imposed from 15 May to 31 July. From 1 May to 30 June, fishing restrictions apply to the stationary fishing method
2./3.
Supply-side seasonality and price volatility mitigated through diversified sourcing, framework agreements and sufficient cold storage facilities 20
3/ CORPORATE PROFILE:
Processing
Distribution
Processing Capabilities
Processing overview
Crab processing line Prawn processing line
Majority of seafood products manufactured in-house Processing mostly manual, resulting in higher recovery rates and quality of finished products compared to machine processed seafood Total processing capacity of 28,543 tonnes p.a. (Output) Cold storage capacity of 15,000 tonnes p.a.
Highly flexible organisation at low cost Fish processing line Canning line
Large number of qualified temporary contract workers (1,589 in 2011) Abundant access to skilled local workers at low cost, no competing industries Haikui is considered an attractive and reliable employer No dependency on migrant workers that might move to other regions in China
Packing
Source: Company information
Quality control
4.
Business seasonality accomodated by flexible and efficient processing capabilities at low cost 21
3/ CORPORATE PROFILE:
Processing
Distribution
Capacity Expansion
(Output in tonnes)
14,007
23,203
New canning production line
23,203
23,648
28,543
28,543
5,340
5,035
839 13,200 8,200 1,440 1,008 2,520 2007 1,440 1,008 2,520 2008 1,440 1,008 2,520 2009 1,440 1,008 2,520 2010 1,440 1,008 2,520 2011 1,440 1,008 2,520 Current 13,200 13,200 13,200 13,200
Quick freezing plate machinery Crab quick freezing plate machinery Quick freezing roller machinery
5.
Continuous expansion of processing capacities and product portfolio to meet growing demand 22
3/ CORPORATE PROFILE:
Processing
Distribution
Internal quality control system Strict quality control procedures to safeguard high quality of end products and compliance with relevant standards
Compliance with international food quality, safety and hygiene standards allows export to overseas regions (reviewed on a regular basis)
HACCP verification certificate (US)
Incoming
In-process
ISO 22000:2005 Certification Demonstrates quality of food safety management Awarded since 10/2010
Halal Certificate (Islamic countries) Final Allows products to be consumed by Muslims Awarded since 10/2009
6.
3/ CORPORATE PROFILE:
Processing
Distribution
PRC
68.1% 31.9%
54.8%
10.7%
49.2%
11.2%
43.2%
11.7%
Top 3 customer
15.4%
Sales via Buying Agents2 86 Overseas distributors 21 Domestic distributors
20.7% 13.2%
Top 2 customer
22.6% 23.4%
Top 1 customer
18.3%
2009
2010
2011
Long-standing relationships with key distributors No real dependency on any particular distributor, as sales can easily be shifted between distributors One-stop-shop for distributors due to multi-species product range High flexibility to easily shift sales between global regions and to react to changing economic conditions
Source: Company information 1 Also includes 0.1% of direct sales to local corporates 2 Orders made by Buying Agents, but Haikui then delivers goods and invoices directly to international distributors; Buying Agent receives commission from the international distributors
7./8.
3/ CORPORATE PROFILE:
Processing
Distribution
Branding
CAGR 9.2%
22,719
CAGR 30.9%
9.
CONTENTS
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FINANCIAL PERFORMANCE
OFFERING APPENDIX
26
4/ STRATEGY:
Strategic Cornerstones
I.
1
GEOGRAPHICAL EXPANSION
2 1
Overseas markets
4/ STRATEGY:
I. GEOGRAPHICAL EXPANSION
I. Geographical Expansion
Overseas market
Further penetration of Europe and USA
-Focus is on generating brand awareness -Centres of main cities of target regions -Average size of a flagship store: 30-50 sqm
2
Appointment of exclusive regional distributors
Sichuan Chongqing
Beijing
-Regional distributors with track record -Focus is to distribute Haikui branded products -Greater focus on inland parts
Growth in Taiwan
Proven concept in the industry and in China Build brand and protect/ improve margins Expand distribution network and regional
footprint throughout China
4/ STRATEGY:
New construction
Adding capacity
Expand sales through doubling of processing capacity within the next three years
CONTENTS
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FINANCIAL PERFORMANCE
OFFERING APPENDIX
30
5/ FINANCIAL PERFORMANCE:
Revenue (m)
CAGR 26.8%
126.2
+ 20.5%
152.1
94.5
+ 33.5%
2009
2010
2011
EBITDA (m)
23.4
28.3
18.0 19.1%
18.5%
18.6%
Tax rate
Source: Company information
2009 10%
2010 11%
2011 12%
2012ff 25%
5/ FINANCIAL PERFORMANCE:
Revenue Breakdown
Canned seafood
+ 55%
Haikui brand
-16%
22.7
11.9 114.3
+ 17%
27.0 99.3
8.3 86.2
+ 30%
+33%
133.7
19.1 75.5
+ 31%
129.4
2009
2010
2011
2009
2010
2011
5/ FINANCIAL PERFORMANCE:
Balance Sheet
Balance sheet
(FYE 31 December, in T)
Comments
2009 57,330 7,997 1,841 49,333 14,918 13,648 18,287 945 57,330 50,431 3,768 3,131 630 32,250 34.1% 11,150 2010 88,449 20,258 3,056 68,191 14,951 15,317 32,916 1,806 88,449 80,282 4,206 3,961 1,486 48,553 38.5% 10,745 2011 124,916 18,003 1,067 106,913 25,587 23,892 47,572 7,493 124,916 116,272 2,283 6,361 1,535 77,422 50.9% 23,304
2009 2010 2011 20.6% 18.5% 17.8% 17.1% 36.3% 30.3% 30.6% 28.8% 26.3% 22.4% 17.9% 33.4%
ASSETS
Non-current assets Thereof: Other non-current assets Current assets Thereof: Cash and cash equivalents Thereof: Inventories Thereof: Trade receivables Thereof: Other current assets
5/ FINANCIAL PERFORMANCE:
CONTENTS
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5/
6/
FINANCIAL PERFORMANCE
OFFERING APPENDIX
35
6/ OFFERING:
Issuer Name Class of shares Total number of shares (pre-IPO) ISIN / WKN / ticker symbol Trading marketplaces Market segment Joint Lead Managers and Joint Bookrunners Coverage Selling agents Total number of shares (post-IPO) Offering Offering price Offering period International Roadshow First day of trading Lock-up Designated sponsor
Haikui Seafood AG No par value ordinary bearer shares 10,000,000 shares DE000A1JH3F9 / A1JH3F / H8K Xetra; Frankfurt Stock Exchange Regulated Market, Prime Standard (IFRS) BankM biw AG, Pareto Securities AS BankM biw AG, Pareto Securities AS Cortal Consors, DAB bank, flatex, ING-DiBa, S-Broker, ViTrade Up to 11,500,000 shares Up to 1,500,000 no par value ordinary bearer shares from a capital increase Additionally up to 225,000 shares from existing shareholders (Greenshoe option) EUR 10.00 EUR 13.00 24 April 10 May 2012 24 April 10 May 2012 15 May 2012 (expected) 12 months (hard and soft lock-up) BankM biw AG
36
6/ OFFERING:
Shareholder Structure
Shareholder Haida Holdings Pte. Ltd. Mega Bond International Limited Palm Cove International Limited Praise Ocean International Limited Everswift Holdings Limited Alan Gey Mr. She Dongpeng Free Float Total
Shares in % 56,57% 35,43% 3,00% 3,00% 1,80% 0,20% 0,00% 0,00% 100%
Shareholder Haida Holdings Pte. Ltd. Mega Bond International Ltd. Palm Cove International Ltd. Praise Ocean International Ltd. Everswift Holdings Ltd. Alan Gey Mr. She Dongpeng Free Float Total
Number of shares 5.356.588 3.335.496 282.669 300.247 180.000 20.000 300.000 1.725.000 11.500.000
Shares in % 46,58% 29,00% 2,46% 2,61% 1,57% 0,17% 2,61% 15,00% 100%
37
6/ OFFERING::
25% - 45%
55% - 75%
38
CONTENTS
1/ 2/ 3/ 4/
5/ 6/
39
APPENDIX 1:
1.
Fast listing process in Germany versus long lead time and high regulatory uncertainty related to a listing in China
2.
Access to long-term oriented and sophisticated European institutional investors with strong expertise and interest in emerging markets and the food sector
3.
High transparency and corporate governance requirements in Germany reinforcing high quality and safety standards as well as professionalism of Haikui
4.
Prestige and credibility of a German listing vis--vis customers, suppliers, government and banks in China due to Germanys strong reputation in China
5.
40
APPENDIX 1:
Corporate structure
Fujian Dongshan Haikui Aquatic Products Group Co. Ltd. Dongshan/ PRC (founded in 10/1993) Group operating company
Funds managed by Zana Capital are shareholders of Mega Bond and Everswift which hold a total share of 37.2% in Haikui Seafood AG Mega Bond as a strategic partner is invested since 2007
41
In T Revenue Cost of sales Gross profit Other income Distribution cost Administrative expenses Other operating expenses Profit from operations Finance (expenses) / income, net Profit before income tax Income tax Profit for the year Other comprehensive income / (expenses) of the year: Exchange differences on foreign currency translation Total comprehensive income for the year Profit for the year attributable to - owners of the parent Total comprehensive income for the year attributable to - owners of the parent
Source: Company information
Audited 2009 94,544 (72,524) 22,020 497 (778) (1,773) (44) 19,922 219 20,141 (2,126) 18,015
Audited 2010 126,219 (96,360) 29,859 617 (983) (1,696) (41) 27,756 (1,342) 26,414 (3,057) 23,357
Audited 2011 152,116 (114,203) 37,913 285 (1,596) (2,582) (48) 33,972 (1,613) 32,359 (4,026) 28,333
(1,486) 16,529
6,494 29,851
7,658 35,991
18,015 16,529
23,357 29,851
28,333 35,991
42
Audited 2009
Audited 2010
Audited 2011
3,768
4,206
2,283
57,330
88,449
124,916
43
China Haikui Pte Ltd - Consolidated cash flow statem ent (FYE 31 December) In T Operating activities Profit before income tax Adjustm ents for non-cash expenses / (incom e) Amortisation of intangible assets Depreciation of property, plant and equipment Interest expense Interest income Other non-cash expenses / (income) Changes in w orking capital Inventories Trade and other receivables Other current assets Trade payables Other current liabilities Income taxes paid Cash flow s from operating activities Audited 2009 20,141 20 536 60 (52) (172) (3,823) (9,106) 136 650 176 (1,285) 7,281 Audited 2010 26,414 28 665 103 (74) 376 (41) (13,590) (591) 762 336 (2,838) 11,550 Audited 2011 32,359 38 1,413 14 (95) 464 (7,021) (10,697) (2,215) (36) 28 (3,765) 10,487 Investing activities Cash outflow s for other non-current assets Acquisition of assets under IFRS 3 Cash outflow s for property, plant and equipment Interest income received Cash outflow s from investing activities Financing activities Cash outflow s for bank loans and other borrow ings Dividend paid Interest paid Other cash proceeds / (outflow s) Cash outflow s from financing activities Audited 2009 (1,898) (138) 52 (1,984) Audited 2010 (929) (10,305) (445) 74 (11,605) Audited 2011 (1,111) (258) 95 (1,274)
Net increase/(decrease) in cash & cash equivalents Cash & cash equivalents at the beginning of the year Effects from currency translation Cash & cash equivalents at the end of the year
44
Internal quality control system Strict quality control procedures to safeguard high quality of end products and compliance with relevant standards
Measures The employees in the quality control procedures have a profound expert knowledge - Withdrawal from and analysis of water samples in the aquaculture farms
Incoming
- Provender sample in the aquaculture farms - Visual controls - Odour controls - Radioactivity controls
In-process
- Measurement of temperature - Laboratory test particularly with regard to heavy metals (eg: lead and mercury) - Hygiene controls of the employees and the production lines
- Flavour controls
Final - Packaging controls
Thank you