VALUE ANNUAL REPORT 09 REPORT ANNUAL
WING TAI HOLDINGS LIMITED APPRECIATING APPRECIATING
WING TAI HOLDINGS LIMITED annual report 2009 LEADING POINTS 01 Chairman’s Message 03 Corporate Data 04 Board of Directors 06 Key Management AFFIRMING FUNDAMENTALS 08 Corporate Governance SPREADING INFLUENCE 12 Calendar of Events GROWING PRESENCE 13 Property WELCOMING STAY 15 Hospitality DEFINING QUALITY 16 Retail + Lifestyle TELLING FACTS 17 Financial Reports
ON THE COVER: Superbly sited Ascentia Sky dominates the Tanglin skyline and charms with its lush sky gardens. CHAIRMAN’S MESSAGE The Singapore economy grew by 1.1% in 2008 and real GDP expanded an annualised 20.7% in the second quarter of 2009, after four consecutive quarters of contraction.
OVERVIEW The Singapore economy grew by 1.1% in units available for sale at VisionCrest Residence in Singapore 2008 and real GDP expanded an annualised 20.7% in the and the lower contribution from USI Holdings in Hong second quarter of 2009, after four consecutive quarters of Kong. The Group’s net profit attributable to shareholders for contraction. Given a subdued global economic outlook for the the current year was S$21 million as compared to S$229.3 rest of the year due to rippled effects of the global financial million in the previous year. Excluding the fair value gains/ crisis, the Singapore economy is expected to contract by 4% losses on investment properties, the underlying net profit of to 6% in 2009. the Group was S$108.9 million in the current year, compared New home sales in Singapore fell from 14,811 units in to S$157.8 million in the previous year. As at 30 June 2009, 2007 to 4,264 units in 2008, but picked up in the first half of the Group’s net gearing ratio was 0.5 times. The Board of 2009, with 7,250 units sold arising from pent-up demand in Directors recommended a first and final one-tier dividend of the mass, mid-tier and prime segments. Residential property 3 cents per share and a special one-tier dividend of 1 cent per prices declined by 4.7% in 2008, and continued to decline share for the current year. in the first half of 2009, with a decline of 14.1% in the first Residential property sales in the first half of the year quarter of 2009, followed by a smaller decline of 4.7% in the slowed due to economic uncertainty. Subsequent to year end, second quarter of 2009. Belle Vue Residences, Ascentia Sky by Tanglin and Floridian contributed to additional sales proceeds exceeding S$500 GROUP PERFORMANCE The Group recorded an 18% million. The Riverine by The Park and Casa Merah would increase in revenue for the financial year ended 30 June 2009. also obtain Temporary Occupation Permit in the financial Revenue rose from S$428.2 million in the previous year to year 2010 with further sales proceeds of S$185 million to S$507.3 million in the current year. Revenue on development be collected. The Group will continue to ride on the positive properties for the current year was mainly attributable to the market momentum to market its residential projects. progressive sales recognised from Helios Residences, Belle The Group’s investment properties comprising commercial Vue Residences and The Riverine by The Park in Singapore. developments and serviced apartments did well, contributing The Group’s operating profit decreased from S$204.7 S$37.7 million in revenue for the current year. Two new million to S$35.3 million in the current year due mostly to the contracts were signed in March 2009 to manage new serviced fair value losses on investment properties of S$109.7 million. residences Lanson Place Bukit Ceylon in Kuala Lumpur and In the previous year there were fair value gains on investment Lanson Place Jin Qiao in Shanghai, bringing to eight the properties of S$90.6 million. Excluding these fair value Group’s hospitality management contracts in Asia. changes, the underlying operating profit of the Group was In retail, the Group achieved growth in operating profit S$145 million in the current year, as compared to S$114.1 despite the recession. It successfully launched Uniqlo in million in the previous year. This increase in profit was largely Singapore in April 2009 at the new Tampines 1 shopping mall. due to the higher contributions from the development This joint venture with Japan’s Fast Retailing Co. Ltd stemmed properties division. from a shared strategic vision on growth and expansion. The Group’s share of profits of associated and joint Uniqlo’s second store opened at Ion Orchard in August 2009 venture companies decreased from S$123 million to S$31.3 with a third store opening planned for the year end. million in the current year, mainly due to the fewer residential
WING TAI ANNUAL REPORT 2009 CHAIRMAN’S MESSAGE 1 Ascentia Sky by Tanglin: Living and dining rooms open out to a lifestyle balcony, providing panoramic views of the city and vast greenery.
LOOKING AHEAD Barring major catastrophes, we look to a remained supportive of charity causes, and of community and recovery from the global financial crisis in the years coming, artistic development in Singapore. for economic growth to gain momentum steadily albeit slowly. Demand in the mass market segment has generally stabilised, BOARD MOVEMENT On behalf of the Board, I wish to particularly with the anti-speculative measures introduced by express appreciation to Mr Lee Kim Wah who, after 40 years of the Government on 14 September 2009, but for sustained service, retired as Finance Director in December 2008 but has recovery of the high-end segment, we would need to see more remained as a non-executive director and Senior Advisor to the wealth generation and real growth in the global economy. Company. I also welcome Ms Tan Hwee Bin and Mr Chng Chee The Group has demonstrated resilience and discipline Beow who were promoted and appointed in December 2008 in overcoming challenging market conditions in a severely as Executive Director and Property Director, respectively. difficult operating environment. We shall exercise prudence in our operations and risk management, and focus on our core APPRECIATION I thank our shareholders, customers, tenants competencies and key success factors viz. quality, value and and business partners for their continued support, as well winning partnerships based on trust. We will also continue as our staff for their tenacity and dedicated service. In the to invest our resources to develop management and staff coming year, I am confident the Group will continue to talent and to raise productivity for better performance. The achieve business results and add value. Group’s leadership in enterprise management and business performance was validated by several international awards received in the past year. The Group is committed to responsible corporate citizenry; CHENG WAI KEUNG we will do our best to help the needy in our community in Chairman ways that we can. Despite the economic downturn, we have 30 September 2009
WING TAI ANNUAL REPORT 2009 2 CHAIRMAN’S MESSAGE Corporate Data
BOARD OF DIRECTORS COMPANY SECRETARIES REGISTERED OFFICE PRINCIPAL BANKERS Cheng Wai Keung Gabrielle Tan 3 Killiney Road DBS Bank Limited Chairman Ooi Siew Poh #10-01 Winsland House I 6 Shenton Way Edmund Cheng Wai Wing Singapore 239519 DBS Building Deputy Chairman EXECUTIVE DIRECTORS Tel: 6280 9111 Singapore 068809 Cheng Wai Keung Fax: 6732 9956 The Hongkong Boey Tak Hap Managing Director www.wingtaiasia.com.sg Cheng Man Tak and Shanghai Banking Tan Sri Dato’ Mohamed Edmund Cheng Wai Wing Corporation Limited Deputy Managing Director REGISTRAR 21 Collyer Quay Noordin bin Hassan & TRANSFER OFFICE Lee Han Yang Tan Hwee Bin HSBC Building Tricor Barbinder Share Singapore 049320 Lee Kim Wah Executive Director Registration Services Loh Soo Eng Chng Chee Beow (A division of Tricor Malayan Banking Berhad Phua Bah Lee Property Director Singapore Pte. Ltd.) 2 Battery Road Paul Tong Hon To 8 Cross Street Maybank Tower Tan Hwee Bin EXECUTIVE OFFICERS #11-00 PWC Building Singapore 049907 Chng Chee Beow Len Siew Lian Singapore 048424 Overseas-Chinese Banking General Manager, Property Corporation Limited AUDIT COMMITTEE Karine Lim AUDITORS 65 Chulia Street Paul Tong Hon To PricewaterhouseCoopers OCBC Centre Chairman General Manager Group Human Resource LLP Singapore 049513 Boey Tak Hap Certified Public Accountants The Bank of Tokyo- Lee Han Yang SUBSIDIARY COMPANIES 8 Cross Street Mitsubishi UFJ, Ltd Phua Bah Lee DNP Holdings Berhad #17-00 PWC Building 9 Raffles Place Dato’ Roger Chan Wan Chung Singapore 048424 #01-01 Republic Plaza REMUNERATION Executive Director Quek Bin Hwee Singapore 048619 COMMITTEE Audit Partner Lee Han Yang Wing Tai Property (Year of appointment: 2006) United Overseas Chairman Management Bank Limited Helen Chow 80 Raffles Place Boey Tak Hap Director UOB Plaza Tan Sri Dato’ Mohamed Singapore 048624 Noordin bin Hassan Wing Tai (China) Loh Soo Eng Investment Aldon Chen NOMINATING President – China COMMITTEE Wing Tai Retail Loh Soo Eng Helen Khoo Chairman Executive Director Cheng Wai Keung Tan Sri Dato’ Mohamed Noordin bin Hassan Phua Bah Lee
WING TAI ANNUAL REPORT 2009 CORPORATE DATA 3 Board of Directors
CHENG WAI KEUNG is Chairman of the Board of Wing Tai with Management Sciences. In January 2002, he was conferred Holdings Limited (the “Company”), appointed since 1994. Honorary Doctor of Engineering by his alma mater. He also He is also Managing Director of the Company and a member holds a Diploma in Business Administration from the National of the Nominating Committee. Mr Cheng is Chairman of University of Singapore and has attended the Harvard Business Neptune Orient Lines Limited, Vice Chairman of Singapore- School’s Advanced Management Programme in Boston, USA. Suzhou Township Development Pte Ltd and Managing Director Mr Boey was re-elected director on 26 October 2006. of DNP Holdings Berhad. He holds directorships in public and private companies, and has served on the boards of several CHENG MAN TAK has served as a non-executive director government organisations. He was awarded the Distinguished since 11 May 1981. He is director of the Federation of Service Order (DUBC) by the Singapore Government in August Hong Kong Garment Manufacturers and a member of the 2007, and received the Public Service Star (Bar) (BBM-Lintang) Occupational Safety and Health Council of Hong Kong. He is in 1997 and Public Service Star (BBM) in 1987. He has been also a member of the Advisory Committee of Poly University appointed Justice of The Peace by the Singapore President (Institute of Textile and Clothing Industries) in Hong Kong. Mr since 2000. Mr Cheng graduated with Masters of Business Cheng graduated from the University of Southern California Administration from the University of Chicago, after obtaining with a Bachelor of Science degree and holds a Masters in his Bachelor of Science degree from Indiana University. Business Administration from Pepperdine University, USA. Mr Cheng was re-elected director on 26 October 2006. Mr Cheng was re-elected director on 30 October 2008.
EDMUND CHENG WAI WING has served as Deputy TAN SRI DATO’ MOHAMED NOORDIN BIN HASSAN Chairman and Deputy Managing Director of the Company, has served as a non-executive director since 27 September and as Executive Director of DNP Holdings Berhad since 1984. 2002 and is a member of both the Nominating Committee He is also Chairman of Singapore Airport Terminal Services and Remuneration Committee. He has more than 40 years’ Limited; Mapletree Investments Pte Ltd; Singapore’s National experience with the Malaysia Government, serving at district, Arts Council; and DesignSingapore International Advisory state and federal levels as Deputy Secretary General at the Panel. He is a member of Nanyang Technological University’s Ministry of Trade and Industry; Secretary General at Ministry Board of Trustees; International Council for Asia Society; of Science, Technology and Environment; and Secretary and The Esplanade Co Ltd. He was President of REDAS (Real General at the Ministry of Education. After retiring from the Estate Developers’ Association of Singapore) and now serves civil service in September 1994, he joined Petronas Berhad, as as a member on its Presidential Council. For his contribution Vice President of Group Human Resource and Vice President to public service, he was awarded the Public Service Star of Education until 31 August 2000. He is currently Chairman Award (BBM) in 1999 and Outstanding Contributor to of DNP Holdings Berhad, and also sits on the Board of several Tourism award in 2002 by the Singapore Government. DNP Holdings subsidiaries as well as other companies in Mr Cheng graduated from Northwestern University and Malaysia. He graduated from the University of Malaya with a Carnegie Mellon University in USA, with a Bachelor’s degree Bachelor of Arts (Honours) degree in Economics, and holds a in Civil Engineering and Master’s in Architecture, respectively. Master’s in Public and International Affairs from the University Mr Cheng was re-elected director on 30 October 2008. of Pittsburgh, USA. Tan Sri Dato’ Mohamed Noordin was re- elected director on 30 October 2008. BOEY TAK HAP has served as a non-executive director since 2 May 1997. He is a member of both the Audit Committee LEE HAN YANG has served as a non-executive director since 3 and Remuneration Committee. Mr Boey was formerly the January 1989. He is Chairman of the Remuneration Committee Chief of Army, Singapore Armed Forces and President and and a member of the Audit Committee. He is a Barrister-at- CEO of Singapore Power Group. He was also President and Law of Lincoln’s Inn, London. He is an Advocate and Solicitor CEO of SMRT Corporation as well as Chief Executive of the of the Supreme Court of Singapore. He is also a director of Public Utilities Board. Mr Boey graduated from the University of several public and private companies in Singapore. Mr Lee is an Manchester Institute of Science and Technology with a Bachelor active member of the Law Society of Singapore and has served of Science degree in Automatic Control and System Engineering on several committees of the Law Society. He also serves on
WING TAI ANNUAL REPORT 2009 4 BOARD OF DIRECTORS the Board of the Society for the Physically Disabled and until in Singapore with a Bachelor of Commerce degree. Mr Phua recently he was on the board of the National Council of Social was re-elected director on 30 October 2008. Service. In August 2006, he was awarded the Public Service Star (BBM) by the President of Singapore. Mr Lee was re- PAUL TONG HON TO has served as a non-executive director elected director on 30 October 2008. since 16 August 2007. He is Chairman of the Audit Committee. Mr Tong has many years of senior management experience in LEE KIM WAH has been appointed Senior Advisor to the manufacturing and trading businesses with global operations. Company since 5 December 2008 and remains on the board He was formerly Executive Vice President and General Counsel as a non-executive director. He serves as a committee member of Johnson Electric Holdings Limited. He also served as a of the Singapore National Employers’ Federation. Educated in member on the Inland Revenue Board of Review in Hong Kong. Accountancy in Australia, Mr Lee was a manager in a public Mr Tong obtained his Bachelor of Science (Economics) degree accounting firm before joining the Company, where he has and postgraduate Certificate of Management Studies from the served for over 40 years, as Finance Director from May 1977 University of London and the University of Oxford in England, to December 2008. Mr Lee was conferred the Public Service respectively. He was admitted as Barrister of the Middle Temple Medal (PBM) by the Singapore Government in 2000. In 2009, in England, the Supreme Court of Hong Kong, and the High he was awarded the prestigious Medal of Commendation Court of Australia. He is also a CPA of The Hong Kong Institute (Gold) for his significant contribution towards the Singapore of Certified Public Accountants; and an Associate Member Labour Movement. Mr Lee was re-elected director on of The Institute of Chartered Secretaries and Administrators. 30 October 2007. Mr Tong was re-elected director on 30 October 2007.
LOH SOO ENG has served as a non-executive director TAN HWEE BIN has been appointed Executive Director of the since 1 June 2004, after retiring as Director-Property. He is Company since 5 December 2008. Prior to her appointment Chairman of the Nominating Committee and a member of to the board, she was the Chief Operating Officer. Ms Tan is a the Remuneration Committee. Mr Loh is a director of USI Certified Public Accountant and graduated with a Bachelor of Holdings Limited. He has experience in power, oil, shipbuilding Accountancy degree from the National University of Singapore. and ship repair industries, as well as in banking, where he had In 2005, she completed the Advanced Management Program been for 17 years with the DBS Group, as Executive Director at Harvard Business School. Ms Tan is a director of the of Raffles City Pte Ltd and General Manager of DBS Land. Mr Agency for Integrated Care Pte Ltd and of NTUC FairPrice Co- Loh has served on Government committees, including SAFTI operative Ltd, chairing its Establishment Committee. She is Military College and Temasek Polytechnic. He was Chairman also a member of the Finance and Establishment Committee of SLF Properties Pte Ltd and SLF Management Services Pte of the Chinese Development Assistance Council; Singapore- Ltd and was President of Real Estate Developers’ Association Sichuan Trade and Investment Committee; and Middle East of Singapore (REDAS) from 2001 to 2003. He graduated Business Group Singapore. with a Bachelor of Engineering (Mechanical) degree from the University of Adelaide, Australia. Mr Loh was re-elected CHNG CHEE BEOW has served as Property Director of the director on 30 October 2007. Company since 5 December 2008. He has been with the Company since October 1987. A registered Architect by PHUA BAH LEE has served as a non-executive director since profession, he is Honorary Assistant Secretary of REDAS 11 January 1989 and is a member of both the Audit Committee Management Committee and Co-Chairman of Construction and Nominating Committee. Mr Phua currently holds Costs Regulatory Subgroup. He is also a member of the BCA directorships in a number of public and private companies. Universal Design Awards Assessment Panel, Professional He was the Singapore Parliamentary Secretary of the Ministry Engineer Board Investigation Panel and URA Design of Communications from 1968 to 1971; Senior Parliamentary Advisory Committee. Mr Chng graduated with a Bachelor Secretary of the Ministry of Defence from 1972 to 1988; and an of Architecture degree and has a postgraduate Diploma in elected Member of Parliament for the Tampines Constituency Building Science from the National University of Singapore. from 1968 to 1988. He graduated from the Nanyang University
WING TAI ANNUAL REPORT 2009 BOARD OF DIRECTORS 5 Key Management
DATO’ ROGER CHAN WAN CHUNG joined DNP Holdings LEN SIEW LIAN is General Manager, Property of Wing Berhad as General Manager in June 1971 and he is one of the Tai Holdings Limited. Prior to her current appointment, she pioneer staff of DNP Group. With over 30 years’ experience was General Manager (Marketing) of Wing Tai Property in the garment business, he assists the Managing Director in Management, where she had oversight of marketing and overseeing the day-to-day operation of the DNP Group. He project launches of development properties for sale. She joined was appointed to the DNP Board on 18 August 1998 and the Company in September 1989 where she was involved in currently sits on the Board of several subsidiaries of DNP Group commercial leasing of both office and retail, having spent and other private limited companies. her early career with an international property consultancy firm. Ms Len graduated with a Bachelor of Science (Estate HELEN CHOW is Director of Wing Tai Property Management Management) degree from the National University of Singapore appointed since November 1991, having held various positions and, in 2008, completed the Advanced Management Program in the Company since 1975. She is responsible for marketing at Harvard Business School. and sales functions in the property division. She develops and implements strategies to achieve optimal marketing mix for KARINE LIM is General Manager, Group Human Resource and property products, as well as manages sales operations across has been with the Company since March 2004, having more geographies to achieve revenue goals. She holds a Bachelor than 18 years of human resource management experience in of Arts degree from Mills College, Oakland, California, USA. the retail, property and public transport industries under her belt. She graduated with a Bachelor of Arts (Honours) degree HELEN KHOO is Executive Director of Wing Tai Retail and from the National University of Singapore and has acquired a oversees the Company’s retail and food businesses. With over Diploma in Human Resource Management from the Singapore 20 years of experience in retail and F&B businesses, Mrs Khoo Human Resource Institute. drives the growth and expansion of the Company’s portfolio of retail brands and continually leads her team to winning industry ALDON CHEN is President of Wing Tai (China) Investment, awards. She was conferred the International Management appointed since January 2008. He is based in Shanghai, with Action Award (IMAA) in 2007 and Retail Leadership Award direct responsibilities for the management of the Company’s in 2008. An active council member of the Singapore Retailers expanding business operations and network in China. He has Association and Orchard Road Business Association, she has extensive experience in the real estate industry in China, having been involved in national committees to develop the local retail been appointed to senior roles in business development and industry. She graduated with a Bachelor of Arts degree from general management. He holds a Bachelor of Building Science the University of Hong Kong. degree from the National University of Singapore.
WING TAI ANNUAL REPORT 2009 6 KEY MANAGEMENT Wing Tai was conferred the Fastest Growing Internationalising Company in Singapore at the Singapore International 100 Ranking by IE Singapore in November 2008.
It was also named the Best Performing Enterprise in Singapore at the Yazhou Zhoukan Global Chinese Business 1000 Awards ceremony held in Hong Kong in November 2008.
In April 2009, the company was bestowed double honours at the May Day Awards, receiving national commendation for its contribution to the Singapore Labour Movement.
Helios Residences Share in Toyo Ito’s mastery and inspirations – evocative forms and lines create spatial delights in Belle Vue Residences.
CORPORATE GOVERNANCE AFFIRMING FUNDAMENTALS The Company is committed to maintaining high standards of corporate governance to ensure continued growth and success as well as safeguarding the interests of its shareholders. The Company has adopted the principles, structures and processes of corporate governance as set out in this report which is in line with the principles and guidelines of the Code of Corporate Governance 2005.
BOARD MATTERS Director’s Attendance at Board and Board Committee Meetings for FY2009 The Board’s Conduct of its Affairs The Board is responsible for the overall management of the Company. It provides Audit Remuneration Nominating Name Board Committee Committee Committee strategic guidance and entrepreneurial leadership for the Meetings Meetings Meetings Meetings Company and ensures that the Company has the necessary Held: 4 Held: 5 Held: 4 Held: 1 Meetings Meetings Meetings Meetings financial and human resources to meet its objectives. Its Attended Attended Attended Attended principal functions include approving strategic business Cheng Wai Keung 4 – – 1 plans and major acquisitions or disposal of assets, reviewing Edmund Cheng Wai Wing 4 – – – Management performance, reviewing the Group’s corporate Boey Tak Hap 4 4 3 – policies and financial performance, approving quarterly and Cheng Man Tak 4 – – – annual financial results of the Group, and establishing a Tan Sri Dato’ Mohamed 4 – 4 1 Noordin bin Hassan framework of prudent and effective controls to assess and Lee Han Yang 4 5 4 – manage risk. The Board continues to set the Company’s values Lee Kim Wah 4 – – – and standards to ensure obligations to shareholders and other Loh Soo Eng 4 – 3 1 Phua Bah Lee 4 5 – 1 stakeholders are properly understood and met. Paul Tong Hon To 4 5 – – The Board conducts regular meetings on a quarterly basis Tan Hwee Bin* 2 – – – and/or as necessary when circumstances arise. A total of Chng Chee Beow* 2 – – – four Board meetings were held in the current financial year. Notes: Details of attendance of the directors at the Board and Board * Appointed as director on 5 December 2008 Committee meetings for the year are as follows:
WING TAI ANNUAL REPORT 2009 8 CORPORATE GOVERNANCE Matters which require the Board’s approval include those As Chairman, Mr Cheng Wai Keung plays a vital role in involving material acquisitions and disposal of assets, dividends assisting the Board in developing policies and strategies and and other returns to shareholders, fund raising exercises, ensuring that they are implemented effectively. Mr Cheng corporate and financial restructuring and interested person also provides leadership to the Board and ensuring that Board transactions of a material nature. meetings are held when necessary and that Board members To assist the Board in the execution of its responsibilities, are provided with complete, adequate and timely information. the Board delegates specific functions to the various Board As MD, he makes key decisions on the management and committees in execution of its responsibilities, namely, Audit, operations of the Group and is responsible for the conduct Nominating and Remuneration Committees. Each of these of the business and affairs of the Group, supported by the committees has its own terms of reference and reports its respective Heads of Departments. The sustained growth of the activities regularly to the Board. Company under Mr Cheng’s leadership shows his ability to The contribution of each director is not focused solely on his discharge the responsibilities of both roles effectively. attendance at Board and/or Committee meetings. A director’s contribution may extend beyond the confines of formal Board BOARD COMMITTEES meetings, through sharing of views, advice, experience, and strategic networking relationships which would further the Board Membership The NC comprises four members, namely, interests of the Company. Mr Loh Soo Eng – Chairman of NC, Tan Sri Dato’ Mohamed The Board is responsible for the overall strategy and direction Noordin bin Hassan, Mr Phua Bah Lee (all of whom are of the Group and is regularly updated on changes to regulations independent non-executive directors) and Mr Cheng Wai Keung. and accounting standards. Where regulatory changes have an The NC has adopted specific written terms of reference. The important bearing on the Company’s or directors’ disclosure principal functions of the NC are to make recommendations to obligations, directors are briefed during Board meetings. Newly the Board for the appointment and re-appointment of directors appointed directors are given briefings by Management on the to the Board and to review the independence of each director Group’s business, directions and policies. annually. The NC will review the composition of the Board from time to time and to search and identify suitable candidates Board Composition and Balance The Board currently with the right qualifications, expertise and experience. Each comprises a majority of non-executive directors, with more than candidate will be evaluated based on his ability to enhance the one-half independent directors. With the appointment of Ms Tan board through his contributions in his area of expertise and to Hwee Bin and Mr Chng Chee Beow on 5 December 2008, there improve the Group’s business strategies, controls or corporate are now 12 members on the Board, four of whom are executive governance. Ms Tan Hwee Bin and Mr Chng Chee Beow were directors and eight are non-executive directors (inclusive of six appointed to the Board on 5 December 2008 as executive independent directors). The Board considers its current size and directors. As new directors, both Ms Tan and Mr Chng will members whose core competencies, qualifications, skills and submit themselves for re-election at the next Annual General experience are extensive and complementary, to be appropriate. Meeting (“AGM”) immediately following their appointment. The Board will examine its size and composition whenever All directors are required to submit themselves for re- circumstances require it. Mr Lee Kim Wah retired as Finance nomination and re-election at least once every three years. Director on 5 December 2008 but continues to sit on the Board At least one-third of the directors retire at each AGM subject as a non-executive director. to re-election annually. Directors above the age of 70 are The independence of each director is reviewed annually also required under the Companies Act to retire and offer by the Nominating Committee (“NC”) to ensure that there themselves for re-appointment by the shareholders at every is a strong and independent element on the Board and that AGM. its size is appropriate to the scope and nature of the Group’s Key information on the directors are set out on pages 4 operations. No individual or smaller group of individuals and 5 of this Annual Report. dominates the Board’s decision-making process. Board Performance The NC’s evaluation of the performance Chairman and Managing Director There is no separation of the Board as a whole will be conducted on an of roles between the Chairman and the Managing Director annual basis taking into account the level of participation (“MD”) in the Company as there is adequate accountability and contribution of individual directors towards the Board’s and transparency as reflected by the internal controls effectiveness and competencies, strategic insight, financial established within the Group. The Board is also well balanced literacy, business judgement, sense of accountability and with a strong and independent group of non-executive maintenance of expertise relevant to the Group. The aim of the directors to maintain its independence. evaluation is to assess if each director continues to contribute
WING TAI ANNUAL REPORT 2009 CORPORATE GOVERNANCE 9 effectively and demonstrate commitment to their respective Restricted Bonus, Shares roles. When a director serves on multiple boards, that director Allowance Granted is to ensure that sufficient time and effort are allocated to the Remuneration Fees Salary & Other During affairs of each company with assistance from Management, Bands (%) (%) Benefits (%) the Year Directors who provides relevant and complete information on a regular $2,500,001 to $2,750,000 basis for effective discharge of his/her duties. Cheng Wai Keung – 39 61 # – $2,250,000 to $2,500,000 Access to Information As and when the need arises and Edmund Cheng Wai Wing – 39 61# – $1,250,001 to $1,500,000 prior to each meeting, the Board is provided with timely and Lee Kim Wah* 5 14 81 ^@ – adequate information to enable full deliberation of issues to $1,000,001 to $1,250,000 be considered. Tan Hwee Bin** – 39 61 ^ 300,000 To ensure that the Board is able to fulfill its responsibilities, $750,001 to $1,000,000 ^ the Management provides the Board with periodic management Chng Chee Beow** – 39 61 218,000 Below $250,000 reports, forecasts/budgets, financial statements and other Boey Tak Hap 100 – – – relevant information of the Group. Cheng Man Tak 100 – – – The Board has independent access to the Management Tan Sri Dato’ Mohamed 82 # – 18 # – and the Company Secretary at all times. The Board seeks Noordin bin Hassan Lee Han Yang 100 – – – independent professional advice as and when necessary to Loh Soo Eng 100 – – – enable it to discharge its responsibilities effectively. Phua Bah Lee 100 – – – The Company Secretary attends all Board meetings and Paul Tong Hon To 100 – – – ensures that Board procedures are followed. The Company Notes: Secretary together with the Management also ensure that * Retired as Finance Director on 5 December 2008 the Company complies with all applicable statutory and ** Appointed as director on 5 December 2008 regulatory rules. # Includes fees, allowance and other benefits from DNP Holdings Berhad ^ Includes the cost of the fair value of share options and restricted shares REMUNERATION MATTERS (where applicable) @ Includes a one-off retirement gratuity The Remuneration Committee (“RC”) comprises four members, all of whom are independent non-executive directors. The RC The breakdown of the remuneration of the top six key executives members are Mr Lee Han Yang – Chairman of RC, Mr Boey Tak (one of whom is related to the MD) for FY2009 is set out below. Hap, Tan Sri Dato’ Mohamed Noordin bin Hassan and Mr Loh A significant portion of the key executives’ remuneration is linked Soo Eng. to corporate and individual performance. The RC reviews the remuneration of directors and key executives of the Group and obtains advice on remuneration Remuneration Salary Bonus, Allowance matters as and when required from human resource Bands (%) & Other Benefits (%) advisors or consultants within and outside the Group. The Above $500,000 RC approves the structure of the remuneration package for Dato’ Roger Chan Wan Chung 68 32# Helen Chow 43 57 the directors and key executives to ensure that the package Helen Khoo 58 42^ is competitive and sufficient to attract, retain and motivate $250,000 to $500,000 key executives. No director is involved in deciding his/her Len Siew Lian 49 51^ ^ own remuneration. Karine Lim 54 46 Aldon Chen 59 41^ Directors who participate in Board Committees receive higher fees for the additional responsibilities. All directors’ Notes: fees are approved by shareholders at the AGM of the # Includes allowance and other benefits from DNP Holdings Berhad ^ Company before they are paid. Includes the cost of the fair value of share options and restricted shares
No share options were granted to the directors and key executives of the Company during the financial year.
WING TAI ANNUAL REPORT 2009 10 CORPORATE GOVERNANCE ACCOUNTABILITY AND AUDIT Internal Audit The IAD carries out the review of the Group’s operations. A set of internal controls which sets out approval Accountability Shareholders are provided with the limits for expenditure, investments and divestments and Company’s performance, financial position and prospects on cheque signatory arrangements is adopted by the Company. a quarterly basis, while periodic management reports of the The IAD assists the AC in its functions by reporting their audit Company and its businesses are furnished to the Board. findings to the AC and to the Management. The functions of the IAD are to provide an objective opinion Audit Committee The Audit Committee (“AC”) comprises and assurance to the AC and Management as to the adequacy four members, all of whom are independent non-executive of the internal processes and controls, identify financial and directors. The AC members are Mr Paul Tong Hon To – Chairman operational risks and to recommend policies and plans for of AC, Mr Boey Tak Hap, Mr Lee Han Yang and Mr Phua Bah Lee. effective compliance control. The AC reviews and approves Members of the AC have sufficient financial management the annual audit plan and resources of the IAD to ensure that expertise and experience to discharge its functions. It held five it has the capabilities to adequately perform its functions. meetings in FY2009. The functions of the AC include the review of annual audit plan, internal audit process, the adequacy of COMMUNICATION WITH SHAREHOLDERS internal controls and interested person transactions. The AC recommends to the Board the external auditors to be appointed In line with the disclosure obligations under the SGX-ST Listing or re-appointed taking into account the independence and Rules and the Companies Act, the Company promptly informs objectivity of such external auditors as well as to review the scope, shareholders of all major developments that impact the Group. results and cost effectiveness of their audit procedures. The Shareholders are updated on the business and affairs of the AC also reviews the quarterly and annual financial statements Company through the quarterly release of the Company’s results. before submitting to the Board for approval. Material and price-sensitive information is publicly released by The key function of the AC is to maintain a high standard the Company via SGXNET on an immediate basis where required of corporate governance. The AC has full access to and co- by the Singapore Exchange Securities Trading Limited (SGX-ST). operation of the Management. The AC meetings are held with The Company does not practise selective disclosure. Timely the internal and external auditors without the presence of the and detailed disclosure of pertinent corporate information is Management once during the year. It has the discretion to communicated via SGXNET and the Company’s website. invite any director and executive officer to attend its meetings. All shareholders receive the summary financial report and/ Having reviewed the value of non-audit services by the external or annual report of the Company and notice of the AGM. The auditors to the Group, the AC is satisfied that the nature and notice (also advertised in the press) and results are published extent of such services will not prejudice the independence via SGXNET. The Company also conducts media and analysts and objectivity of the external auditors. briefing for its full-year results. Shareholders are given the opportunity to raise relevant Internal Controls The Group’s internal controls provide questions and communicate their views at general meetings. reasonable assurance that assets are safeguarded, proper A shareholder can vote in person or by way of proxy at accounting records are maintained, reliability of financial general meetings. information and compliance with applicable laws and regulations. Regular management meetings are held to report DEALINGS IN SECURITIES and monitor the performance of each department. The Board is satisfied that based on the information The Company has adopted and implemented an internal furnished to it and on its own observations, the internal controls guideline on share dealings in the Company’s securities in (including financial, operational and compliance controls) and compliance with Rule 1207(18)(c) of the Listing Manual of risk management processes are satisfactory for the nature and the SGX-ST. All the officers of the Company are prohibited size of the Group’s operations and business. The Internal Audit from dealing in securities of the Company while in possession Department (“IAD”) carries out audit on the system of internal of price-sensitive information. They are also prohibited from controls and reports to the AC. dealing in securities of the Company during the closed period, which is two weeks before the date of announcement of results Interested Person Transaction The Company has established for each of the first three quarters of the Company’s financial an internal policy in respect of any transactions with interested year and one month before the date of announcement of the persons and has set out the procedures for review and approval full-year financial results. of the Company’s interested person transactions. For FY2009, there were no interested person transactions.
WING TAI ANNUAL REPORT 2009 CORPORATE GOVERNANCE 11 Mr Cheng Wai Keung and Mr Tadashi Yanai, Chairman of Fast Retailing, at the launch of Uniqlo Singapore. A spotlight on our brands at the Asian Youth Games’ torch relay.
CALENDAR OF EVENTS Best Performing Enterprise 04/09 Commendation in Singapore at Yazhou at May Day Awards in SPREADING Zhoukan’s Global Chinese recognition of Wing Tai’s Business 1000 Awards. significant contribution INFLUENCE towards the Singapore Groundbreaking for Labour Movement. Retired The year started with a bang and Ascentia Sky by Tanglin Finance Director Mr Lee Kim ended on a high. Groundbreakings. in Singapore. Wah conferred Gold Medal Topping outs. There was even time of Commendation. Won 139 Excellent to relay a torch. Service Awards (EXSA), Uniqlo Singapore opened including SuperStar Award first store at Tampines 1, for Restaurant category launching Uniqlo in Singapore 07/08 Three 10/08 44th Annual by 75-year-old Yoshinoya and Southeast Asia. developments clinched General Meeting held at service staff. five awards at CNBC Asia Raffles Hotel Singapore. Pacific Property Awards viz. 05/09 The Riverine by Draycott Eight, The Light at Conferred Friend of the Arts 12/08 Topping out The Park shortlisted as Top Cairnhill and Kovan Melody. Award by Singapore National of Casa Merah in Singapore. Three Finalist for Waterfront Arts Council. Development (Future) in Cityscape Award. 08/08 Announcement Awarded British Business 03/09 Belle Vue of full year results for year Awards for Hospitality, Residences, Le Nouvel ended 30 June 2008. Tourism and Retail category Ardmore and development 06/09 Sponsored by British Chamber of at 16 and 18 Anderson Sutra, gala performance of Commerce in Singapore. Road awarded BCA Singapore Arts Festival. 09/08 The Grange Green Mark Gold Awards. emerged Top Three Participated in Asian Youth Finalist for Residential 11/08 Fastest Growing Topping out of Games’ torch relay for Developments in MIPIM Internationalising Company The Riverine by the the corporate segment at Asia Awards. in Singapore at Singapore Park in Singapore. Orchard Road. International 100 Ranking by IE Singapore.
WING TAI ANNUAL REPORT 2009 12 CALENDAR OF EVENTS Belle Vue Residences: Integrating architecture and natural beauty for an unsurpassed lifestyle in the heart of the city.
PROPERTY In July 2009, the Group launched Ascentia Sky by Tanglin, achieving further sales. This 45-storey 373-unit leasehold GROWING condominium development on the city-fringe sited among good class bungalows on the Tanglin-Alexandra belt received positive response from homebuyers; 155 units were sold PRESENCE within two months of its launch. For releases of other Celebrated architects. Award-winning development projects, the Group shall ride on the positive designs. Eco-friendly enclaves for the market momentum and seize opportunities to market its residential projects. connoisseurs of life. The office market witnessed a fall in the rental rates island- wide during the first quarter of 2009, with rental anticipated to further decline for the rest of the year. Nonetheless, the SINGAPORE Belle Vue Residences, an exclusive 176-unit Group’s investment in commercial properties generally freehold condominium at Oxley Walk designed by award- did well, with new leases and renewals secured prior to winning, internationally acclaimed Japanese architect Toyo the significant pressure on rents. Winsland House I and II Ito, received good response from homebuyers for the initial achieved 90% occupancies; Burlington Square achieved release of seven blocks comprising 138 units, achieving 75% 85% occupancy. take-up through private preview. Superstructure works are The Group’s properties in Singapore clinched several underway and the development is expected to be completed awards in the past year. Draycott Eight, The Light at Cairnhill in 2010. and Kovan Melody collectively clinched five CNBC Asia Pacific VisionCrest Residence at Oxley Rise, which obtained Property Awards. Both The Grange and The Riverine by The its Certificate of Statutory Completion in October 2008, Park emerged Top Three Finalist for Residential Developments continued to generate interest, with 21 units sold. Floridian, a at MIPIM Asia and Cityscape’s Waterfront Development 336-unit freehold joint development at Bukit Timah was well (Future) Awards, respectively. Belle Vue Residences, Le Nouvel received, with 110 units sold to-date. Casa Merah, a 556-unit Ardmore and the development at 16 and 18 Anderson Road joint development that was fully sold, obtained its Temporary were awarded Green Mark Gold by Singapore’s Building and Occupation Permit in July 2009. The Riverine by The Park, Construction Authority. a 96-unit freehold condominium development at Kallang that was also fully sold, is expected to obtain its Temporary Occupation Permit in the first quarter of 2010.
WING TAI ANNUAL REPORT 2009 PROPERTY 13 Verticas Residences, The Giverny, The Lakeside: Elegant living and unparalled landscaping in our regional developments.
MALAYSIA The Group’s property business activities in Malaysia Holdings Limited. At The Giverny in Hebe Haven, Sai Kung, are conducted through its subsidiary company, DNP Holdings four villas were sold in 2008, with only two villas remaining Berhad. In Kuala Lumpur, Phase 1 of Sering Ukay, located off for sale. Forfar, the residential development at Forfar Road, Middle Ring Road II was more than 90% sold. Phase 2, which Kowloon Tong obtained pre-sale approval in June 2009. was 85% sold, was completed and handed over to owners in Construction works of the development are progressing August 2009. well, with the Occupation Permit expected by the end of Verticas Residences, a 43-storey residential condominium 2009. The Tai Po Town Lot Nos. 186, 187 and 188 projects located in the tranquil Bukit Ceylon enclave, is expected to will be developed into luxurious low-density residential be completed in 2011. The development is launch-ready, developments with a panoramic view of the Tolo Harbour. tentatively planned for sale in the second half of 2009. At Construction works are progressing at the three sites, with the Menara DNP site, piling and substructure works of the superstructure works expected to commence in the second twin tower condominium development designed by Jean half of 2009; these projects are expected to be completed in Nouvel were completed in August 2009. At the U-Thant 2011. Foundation works for the Seymour Road, Mid Levels site, planning approval has been obtained for a residential site commenced in the second half of 2008, with expected development comprising three 5-storey blocks; building plans completion also in 2011. are pending approval. Landmark East, the Grade A office development in Kwun In Penang, Phase 3 of Taman Seri Impian, comprising Tong obtained its Occupation Permit in September 2008. 106 units of 2-storey terrace houses, was completed and W Square, an upscale retail and office development in Wan fully sold. Phases 4 and 5, comprising 2-storey terrace and Chai, achieved full occupancy in the current year. semi-detached houses, bungalows and shop offices, have commenced construction and received encouraging response CHINA The Group’s property business activities in China during its soft launch in March 2009. Phase 1 of Taman Bukit are conducted through its subsidiary companies, Jiaxin Minyak Utama, comprising 140 units of 2-storey terrace and (Suzhou) Property Development Co., Ltd and Wing Tai China semi-detached houses, was completed with three-quarter of (Investment) Pte Ltd. the units sold. Sentral Greens, located in the south easterly At The Lakeview in the Suzhou Industrial Park, structural residential suburb of Penang, comprises 52 units of 3-storey works of two towers under Phase 3 were completed in terrace houses and two blocks of 3-storey semi-detached June 2009; Temporary Occupation Permit is expected to be houses. Construction works were 55% completed and obtained by March 2010. expected to be fully completed by end 2009. The Group will continue to strengthen its China network. Taking a long-term view, investment opportunities consistent HONG KONG The Group’s property interests in Hong Kong with strategy are being explored in key growth cities. are represented by investments in its associated company, USI
WING TAI ANNUAL REPORT 2009 14 PROPERTY HOSPITALITY WELCOMING STAY A dwelling place in the city. An oasis of white-gloved attention. Designer living with room service.
The Group continued to grow its Lanson Place chain of premium services in Asia through strategic equity investment and securing long-term management contracts. In March 2009, new contracts were signed to manage two serviced residences viz. Lanson Place Bukit Ceylon in Kuala Lumpur, Malaysia, and Lanson Place Jin Qiao in Shanghai, China. The Group currently has eight management contracts across Southeast Asia, Hong Kong and China. Located in Shanghai’s Pudong New District, Lanson Place Jin Qiao won the honour as designated serviced residences for Shanghai Expo 2010. Scheduled to open by December 2009, it will provide 206 units of 1- and 2-bedroom serviced apartments with well-appointed amenities and personalised services. Since its opening in June 2008, Lanson Place Central Park Residences in Beijing, China, has been building up its client base with progressive occupancy achieved. In Shanghai, Lanson Place Jinlin Tiandi Residences has been well received by expatriates working in the city, and Lanson Place Hong Kong continued to do well. Average occupancy of these three residences was 80% as of June 2009, similar to that of Lanson Place Ambassador Row and Kondominium 8 in Malaysia. In Singapore, Lanson Place Winsland achieved occupancy of 85%.
Lanson Place Winsland Living well and dressing right with popular brands like G2000 and Warehouse. Supermodels Bar Refaeli and Noam Toor attended the high-profile fashion gala in celebration of Fox’s fifth anniversary in Singapore.
RETAIL + LIFESTYLE The Group won the British Business Awards 2008 presented by the British Chamber of Commerce in Singapore to Wing DEFINING Tai Clothing in the Hospitality, Tourism and Retail category. It won 139 Excellent Service Awards (EXSA, a national award presented by leading industry associations) in 2008, including QUALITY EXSA’s SuperStar Award for the third consecutive year, First-to-market brands. Palatable when its 75-year-old service staff at Yoshinoya won in the Restaurant category. products. Lifestyle concepts that turn As at 30 June 2009, the Group’s retail square footage heads and win hearts. exceeded 300,000 square feet with over 180 stores in Singapore and Malaysia. The Group manages 18 brands in Singapore; 11 in Malaysia. In both markets, the Group’s retail business Despite the recession, the Group successfully launched Uniqlo continued to perform well with growth in operating profit over in April 2009 in Singapore, generating strong media and the previous year amid the severe economic downturn. public interest. Uniqlo Singapore is a joint venture between The Group has invested in an integrated enterprise Japan’s Fast Retailing Co. Ltd and Wing Tai Retail Pte Ltd. resource planning system that streamlined its retail store and Following its successful launch at the new Tampines 1 back-end operations, which enhanced business intelligence, shopping mall in April 2009, Uniqlo opened its second store planning and performance, as well as provided an innovative at Ion Orchard in August 2009 and looks to opening its third technology platform for competent delivery of its customer store at the upcoming new mall at 313@somerset by the year relationship management programme. The new system end. Uniqlo is focused on growing its presence steadily in was rolled out in May 2009 and will strengthen overall Singapore and the region. infrastructure of the retail business for long-term growth.
WING TAI ANNUAL REPORT 2009 16 RETAIL+LIFESTYLE FINANCIAL REPORTS
18 Five-year Financial Summary
19 Directors’ Report
23 Statement by Directors
24 Independent Auditor’s Report to the Members of Wing Tai Holdings Limited
25 Consolidated Income Statement
26 Balance Sheets
27 Consolidated Statement of Changes in Equity
29 Consolidated Cash Flow Statement
31 Notes to the Financial Statements
87 Shareholding Statistics FIVE-YEAR FINANCIAL SUMMARY As at 30 June 2009
2009 2008 2007 2006 2005 $’000 $’000 $’000 $’000 $’000 Revenue 507,334 428,173 981,634 889,258 281,569 Property 324,605 197,340 787,540 761,049 221,086 Retail 160,934 161,654 135,216 89,062 56,938 Investment and others 21,795 69,179 58,878 39,147 3,545 Profit before income tax 39,960 300,354 499,906 156,905 26,939 Profit after income tax but before minority interests 28,995 255,234 441,751 135,742 25,356 Profit attributable to equity holders of the Company 20,982 229,355 381,835 128,028 24,411 Shareholders’ equity 1,575,916 1,605,524 1,489,349 1,149,881 1,021,453 Total assets 3,268,935 3,232,634 3,133,185 2,745,606 2,576,312 Total liabilities and minority interests 1,693,019 1,627,110 1,643,836 1,595,725 1,554,859 Earnings per share * (cents) 2.68 30.11 52.08 17.50 3.34 Net tangible assets per share ($) 2.03 2.03 2.07 1.60 1.42 Dividends per share (cents) – cash dividends 4.00 6.00 8.00 6.00 3.00 – special rights dividend – – 25.00 – –
* The number of shares used for this purpose are as follows:
‘000 2009 782,796 2008 761,618 2007 733,173 2006 731,715 2005 730,200
WING TAI ANNUAL REPORT 2009 18 FINANCIAL REPORTS DIRECTORS’ REPORT For the financial year ended 30 June 2009
The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 30 June 2009 and the balance sheet of the Company as at 30 June 2009.
DIRECTORS The directors of the Company at the date of this report are:
Cheng Wai Keung (Chairman and Managing Director) Edmund Cheng Wai Wing (Deputy Chairman and Deputy Managing Director) Boey Tak Hap Cheng Man Tak Tan Sri Dato’ Mohamed Noordin bin Hassan Lee Han Yang Lee Kim Wah Loh Soo Eng Phua Bah Lee Paul Tong Hon To Tan Hwee Bin (appointed on 5 December 2008) Chng Chee Beow (appointed on 5 December 2008)
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES Except as disclosed in the “Share Options” and “Share Plans” sections of this report, neither at the end of nor at any time during the financial year was the Company a party to any arrangement, whose object was to enable the directors of the Company to acquire benefits through the acquisition of shares in, or debentures of, the Company or any other body corporate.
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (a) The interests of the directors holding office at the end of the financial year in the shares, share options and share plans of the Company and related corporations according to the register of the directors’ shareholdings were as follows:
Holdings registered in the name of director Holdings in which a director is deemed to have an interest As at 1 July 2008 or date As at As at 1 July 2008 or date As at Name of directors of appointment if later 30 June 2009 of appointment if later 30 June 2009 Ordinary Shares Cheng Wai Keung – – 310,601,664 310,601,664 Edmund Cheng Wai Wing – – 310,617,664 310,601,664 Lee Han Yang 330,000 330,000 – – Lee Kim Wah 937,600 937,600 – – Loh Soo Eng 412,800 412,800 – – Phua Bah Lee 275,000 275,000 – – Chng Chee Beow 253,000 253,000 15,800 15,800
Share Options Lee Kim Wah 409,200 409,200 – – Tan Hwee Bin 390,500 390,500 – – Chng Chee Beow 234,300 234,300 – –
Share Plans Tan Hwee Bin – 300,000 – – Chng Chee Beow – 218,000 – –
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 19 DIRECTORS’ REPORT For the financial year ended 30 June 2009
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (continued)
Holdings registered in the name of director Holdings in which a director is deemed to have an interest As at 1 July 2008 or date As at As at 1 July 2008 or date As at Name of directors of appointment if later 30 June 2009 of appointment if later 30 June 2009 Related corporation DNP Holdings Berhad Ordinary Shares Loh Soo Eng 40,000 40,000 – –
Share Options Cheng Wai Keung 500,000 500,000 – – Edmund Cheng Wai Wing 500,000 500,000 – –
(b) By virtue of Section 7 of the Companies Act (Cap. 50), Cheng Wai Keung and Edmund Cheng Wai Wing, who by virtue of their interest of not less than 20% in the issued capital of the Company, are also deemed to have an interest in the shares of the various subsidiary companies held by the Company.
(c) There is no change in any of the above mentioned interest between 30 June 2009 and 21 July 2009.
DIRECTORS’ CONTRACTUAL BENEFITS Since the end of the preceding financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in Note 33 to the financial statements.
SHARE OPTIONS (a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “Scheme”) The Scheme was approved and adopted by the members of the Company at an Extraordinary General Meeting (“EGM”) held on 31 August 2001. The Scheme was terminated by the members of the Company at an EGM held on 30 October 2008 (without prejudice to the rights of holders of options thereunder in respect of options which have been granted).
The Scheme is administered by a committee comprising two directors, namely Cheng Wai Keung and Tan Hwee Bin.
No option was granted under the Scheme during the financial year. No controlling shareholder of the Company or his associate participated in the Scheme.
The aggregate number of options granted since the commencement of the Scheme to the end of the financial year is as follows:
Aggregate options since commencement of the Scheme to 30.06.2009 Number of Number of Number of Aggregate number of outstanding Name of participants options granted options exercised options lapsed options as at 30.06.2009 Directors of the Company Lee Kim Wah 877,200 468,000 – 409,200 Tan Hwee Bin 645,500 255,000 – 390,500 Chng Chee Beow 616,300 382,000 – 234,300 2,139,000 1,105,000 – 1,034,000 Group Executives 11,070,300 4,548,900 2,745,800 3,775,600 Total 13,209,300 5,653,900 2,745,800 4,809,600
Other than Lee Kim Wah, none of the participants of the Scheme received 5% or more of the total number of options granted under the Scheme.
WING TAI ANNUAL REPORT 2009 20 FINANCIAL REPORTS DIRECTORS’ REPORT For the financial year ended 30 June 2009
SHARE OPTIONS (continued) (a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “Scheme”) (continued) As at 30 June 2009, the following options to subscribe for 4,809,600 ordinary shares in the Company were outstanding:
Number of options Number of options Date of grant As at 01.07.2008 exercised forfeited As at 30.06.2009 Exercise price ($) Expiry date 02.11.2001 22,000 – – 22,000 0.616 01.11.2011 28.11.2003 17,600 12,100 5,500 – 0.677 27.11.2013 19.11.2004 568,700 88,000 – 480,700 0.849 18.11.2014 30.09.2005 825,400 16,500 – 808,900 1.300 29.09.2015 05.09.2006 1,462,200 – 43,200 1,419,000 1.645 04.09.2016 06.09.2007 2,194,500 – 115,500 2,079,000 3.136 05.09.2017 Total 5,090,400 116,600 164,200 4,809,600
(b) The DNP Holdings Berhad (“DNP”) Employees’ Share Option Scheme (the “ESOS”) DNP, a subsidiary of the Company, implemented the ESOS approved by the shareholders of DNP at an EGM held on 11 May 2005.
The directors (including non-executive directors) and employees of DNP who as at the date of offer are confirmed with at least one year of continuous service in DNP and its subsidiary companies are eligible to participate in the scheme. The ESOS will allow granting of options to all eligible directors and employees by giving them the right to subscribe for new shares of RM1.00 each, subject to the terms and conditions of the by-laws of the ESOS. The details of the ESOS have been disclosed in the Directors’ Report of DNP.
As at 30 June 2009, the following options to subscribe for 4,113,800 ordinary shares in DNP were outstanding:
Date of grant As at 01.07.2008 Number of options forfeited As at 30.06.2009 Exercise price (RM) Expiry date 01.12.2005 2,096,200 2,000 2,094,200 1.00 15.05.2015 31.01.2007 2,332,300 312,700 2,019,600 1.00 15.05.2015 Total 4,428,500 314,700 4,113,800
Except for the above, no other options were granted by the Company or any subsidiary companies during the financial year and there were no unissued shares under options at the end of the financial year.
SHARE PLANS The Wing Tai Performance Share Plan (“Wing Tai PSP”) and the Wing Tai Restricted Share Plan (“Wing Tai RSP”) (collectively referred to as the “Share Plans”) were adopted by the members of the Company at an EGM held on 30 October 2008.
The Share Plans are administered by a committee (the “Committee”) comprising two directors, namely Cheng Wai Keung and Tan Hwee Bin.
(a) Wing Tai PSP One of the primary objectives of the Wing Tai PSP is to increase the Company’s flexibility and effectiveness in its continuous efforts to reward, retain and motivate key management staff. The Wing Tai PSP is primarily targeted at executives in key positions who are able to drive the growth of the Company through innovation, creativity and superior performance.
Full-time executives (including executive directors) of the Company, its subsidiary companies or associated companies who hold such rank as may be designated by the Committee from time to time are eligible to participate in the Wing Tai PSP.
Under the Wing Tai PSP, performance conditions are set over a three-year performance period. A specified number of shares will be released by the Committee to the participants at the end of the performance period, provided the threshold targets are achieved.
No award was granted under the Performance Share Plan during the financial year.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 21 DIRECTORS’ REPORT For the financial year ended 30 June 2009
SHARE PLANS (continued) (b) Wing Tai RSP The objective of the Wing Tai RSP is to serve as an additional motivational tool to recruit and retain employees.
Full-time executives (including executive directors) of the Company, its subsidiary companies or associated companies who hold such rank as may be designated by the Committee from time to time and non-executive directors are eligible to participate in the Wing Tai RSP.
Under the Wing Tai RSP, performance conditions are set over a one-year performance period. A specified number of shares will be awarded to eligible participants at the end of the performance period depending on the extent of achievement of the performance conditions established at the outset. The shares have a vesting schedule of three years. The participant will receive fully paid shares, without any cash consideration payable by the participant.
During the financial year, awards were granted by the Company pursuant to the Wing Tai RSP in respect of 2,246,000 shares, of which 300,000 and 218,000 shares were granted to two executive directors, namely Tan Hwee Bin and Chng Chee Beow respectively and 1,728,000 shares were granted to 35 executives of the Group.
AUDIT COMMITTEE The Audit Committee consists of four non-executive independent directors. The members of the Committee at the date of this report are:
Paul Tong Hon To (Chairman) Boey Tak Hap Lee Han Yang Phua Bah Lee
The Audit Committee reviewed the Group’s accounting policies and system of internal controls on behalf of the Board of Directors and performed the functions specified in Section 201B(5) of the Companies Act (Cap. 50). In performing its functions, the Committee reviewed:
(a) the audit plans of the Company’s internal and external auditors and their evaluation of the system of internal controls arising from their audit examinations;
(b) the scope and results of internal audit procedures; and
(c) the quarterly results and the full year consolidated financial statements of the Group for the financial year ended 30 June 2009 before their submission to the Board of Directors for approval and the auditor’s report on these financial statements.
The Audit Committee has nominated PricewaterhouseCoopers LLP for re-appointment as auditor of the Company at the forthcoming Annual General Meeting.
INDEPENDENT AUDITOR The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.
On behalf of the directors
CHENG WAI KEUNG EDMUND CHENG WAI WING Director Director
Singapore 30 September 2009
WING TAI ANNUAL REPORT 2009 22 FINANCIAL REPORTS STATEMENT BY DIRECTORS For the financial year ended 30 June 2009
In the opinion of the directors,
(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 25 to 86 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 30 June 2009 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
On behalf of the directors
CHENG WAI KEUNG EDMUND CHENG WAI WING Director Director
Singapore 30 September 2009
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 23 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WING TAI HOLDINGS LIMITED For the financial year ended 30 June 2009
We have audited the accompanying financial statements of Wing Tai Holdings Limited (the “Company”) and its subsidiary companies (the “Group”) set out on pages 25 to 86 which comprise the balance sheets of the Company and of the Group as at 30 June 2009, and the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.
Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act (Cap. 50) (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes:
(a) devising and maintaining a system of internal accounting control sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets;
(b) selecting and applying appropriate accounting policies; and
(c) making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion In our opinion,
(a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at 30 June 2009, and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies incorporated in Singapore of which we are the auditor have been properly kept in accordance with the provisions of the Act.
PricewaterhouseCoopers LLP Public Accountants and Certified Public Accountants
Singapore 30 September 2009
WING TAI ANNUAL REPORT 2009 24 FINANCIAL REPORTS CONSOLIDATED INCOME STATEMENT For the financial year ended 30 June 2009
Group 2009 2008 Note $’000 $’000
Revenue 3 507,334 428,173 Cost of sales (233,982) (204,118) Gross profit 273,352 224,055
Other (losses)/gains – net 4 (99,192) 123,630
Expenses – Distribution (72,411) (74,106) – Administrative (54,745) (59,751) – Other (11,670) (9,073) Operating profit 35,334 204,755
Finance costs 7 (26,619) (27,405)
Share of profit of associated and joint venture companies 31,245 123,004 Profit before income tax 39,960 300,354
Income tax expense 8(a) (10,965) (45,120) Total profit 28,995 255,234
Attributable to: Equity holders of the Company 20,982 229,355 Minority interests 8,013 25,879 28,995 255,234
Earnings per share attributable to equity holders of the Company (cents) Basic 9(a) 2.68 30.11 Diluted 9(b) 2.68 30.05
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 25 BALANCE SHEETS As at 30 June 2009
Group Company 2009 2008 2009 2008 Note $’000 $’000 $’000 $’000
ASSETS Current assets Cash and cash equivalents 10 389,574 445,106 168,673 151,347 Trade and other receivables 12 54,940 28,132 462,796 495,992 Inventories 13 16,726 22,501 – – Development properties 14 1,230,621 1,042,807 – – Tax recoverable 2,789 6,385 – 4,811 Other current assets 15 31,571 36,472 1,434 1,327 1,726,221 1,581,403 632,903 653,477 Non-current assets Derivative financial instruments 11 296 5,046 139 2,244 Available-for-sale financial assets 16 7,170 7,170 3,189 3,189 Trade and other receivables 17 232,688 238,623 454,816 437,871 Investments in associated companies 18 497,578 451,461 – – Investments in joint venture companies 19 152,942 175,663 – – Investments in subsidiary companies 20 – – 250,369 238,740 Investment properties 21 480,883 554,041 82,000 84,650 Property, plant and equipment 22 171,157 219,227 12,559 14,812 1,542,714 1,651,231 803,072 781,506
Total assets 3,268,935 3,232,634 1,435,975 1,434,983
LIABILITIES Current liabilities Trade and other payables 23 124,485 136,039 221,568 226,547 Current income tax liabilities 19,435 25,051 2,873 3,357 Borrowings 24 70,675 17,099 50,000 – 214,595 178,189 274,441 229,904 Non-current liabilities Derivative financial instruments 11 25,028 14,925 3,365 – Borrowings 24 1,124,457 1,077,310 245,000 275,000 Deferred income tax liabilities 8(b) 77,156 79,217 2,126 2,418 Other non-current liabilities 26 112,025 131,458 9,780 9,503 1,338,666 1,302,910 260,271 286,921
Total liabilities 1,553,261 1,481,099 534,712 516,825
NET ASSETS 1,715,674 1,751,535 901,263 918,158
EQUITY Capital and reserves attributable to equity holders of the Company Share capital 27 837,690 837,585 837,690 837,585 Other reserves 28 2,883 5,880 (9,669) 5,161 Retained earnings 29 735,343 762,059 73,242 75,412 1,575,916 1,605,524 901,263 918,158 Minority interests 139,758 146,011 – – TOTAL EQUITY 1,715,674 1,751,535 901,263 918,158
WING TAI ANNUAL REPORT 2009 26 FINANCIAL REPORTS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the financial year ended 30 June 2009
Attributable to equity holders of the Company Share Other Retained Minority Total capital reserves earnings Total interests equity Note $’000 $’000 $’000 $’000 $’000 $’000
2009 Beginning of financial year 837,585 5,880 762,059 1,605,524 146,011 1,751,535
Cash flow hedges 28(b) – (16,005) – (16,005) – (16,005) Currency translation differences 28(e) – 24,358 – 24,358 (1,243) 23,115 Revaluation losses on property, plant and equipment 28(c) – (4,989) – (4,989) 699 (4,290) Share of capital reserves of associated and joint venture companies 28(d) – 2,366 – 2,366 139 2,505 Transfer from retained earnings to statutory reserve 28(g) – 637 (637) – – – Realisation of reserve upon disposal of property, plant and equipment 28(c) – (47) 47 – – – Net gains/(losses) recognised directly in equity – 6,320 (590) 5,730 (405) 5,325 Net profit – – 20,982 20,982 8,013 28,995 Total recognised gains – 6,320 20,392 26,712 7,608 34,320
Cost of share-based payment 28(a) – 1,222 – 1,222 34 1,256 Issue of shares on exercise of share options 27 105 – – 105 – 105 Purchase of treasury shares 28(f) – (10,539) – (10,539) – (10,539) Ordinary and special cash dividends paid 25 – – (47,108) (47,108) – (47,108) Dividends paid by subsidiary companies to minority shareholders – – – – (7,319) (7,319) Acquisition of additional interest in a subsidiary company – – – – (376) (376) Liquidation of a subsidiary company – – – – (6,200) (6,200) End of financial year 837,690 2,883 735,343 1,575,916 139,758 1,715,674
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 27 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the financial year ended 30 June 2009
Attributable to equity holders of the Company Share Other Retained Minority Total capital reserves earnings Total interests equity Note $’000 $’000 $’000 $’000 $’000 $’000
2008 Beginning of financial year 688,316 87,484 713,549 1,489,349 174,833 1,664,182
Cash flow hedges 28(b) – 1,328 – 1,328 – 1,328 Currency translation differences 28(e) – (53,254) – (53,254) (7,649) (60,903) Revaluation gains on property, plant and equipment 28(c) – 3,623 – 3,623 29 3,652 Share of capital reserves of associated companies 28(d) – (16,110) – (16,110) (1,360) (17,470) Share of post-acquisition reserves of interests previously held as strategic investments by an associated company – – 14,025 14,025 1,591 15,616 Transfer from retained earnings to statutory reserve 28(g) – 137 (137) – – – Realisation of reserve upon disposal of: – available-for-sale financial assets – (11,556) – (11,556) (10,573) (22,129) – property, plant and equipment 28(c) – (359) 359 – – – Net (losses)/gains recognised directly in equity – (76,191) 14,247 (61,944) (17,962) (79,906) Net profit – – 229,355 229,355 25,879 255,234 Total recognised (losses)/gains – (76,191) 243,602 167,411 7,917 175,328
Cost of share-based payment 28(a) – 1,759 – 1,759 57 1,816 Rights issue 27 147,297 – – 147,297 – 147,297 Issue of shares on exercise of share options 27 1,972 – – 1,972 – 1,972 Issue of shares by a subsidiary company to minority shareholders – – – – 417 417 Purchase of treasury shares 28(f) – (7,172) – (7,172) – (7,172) Ordinary and special cash dividends paid 25 – – (47,295) (47,295) – (47,295) Special rights dividend paid 25 – – (147,797) (147,797) – (147,797) Dividends paid by subsidiary companies to minority shareholders – – – – (29,888) (29,888) Acquisition of additional interest in a subsidiary company – – – – (6,604) (6,604) Liquidation of a subsidiary company – – – – (721) (721) End of financial year 837,585 5,880 762,059 1,605,524 146,011 1,751,535
An analysis of the movements in each category within “Other reserves” is presented in Note 28.
WING TAI ANNUAL REPORT 2009 28 FINANCIAL REPORTS CONSOLIDATED CASH FLOW STATEMENT For the financial year ended 30 June 2009
Group 2009 2008 Note $’000 $’000
Cash flows from operating activities Total profit 28,995 255,234 Adjustments for: Income tax expense 10,965 45,120 Depreciation of property, plant and equipment 12,507 11,294 Write-off of property, plant and equipment 459 263 Impairment loss on property, plant and equipment 350 – Dividend income (340) (19,405) Fair value losses/(gains) on investment properties 109,667 (90,634) Fair value (gains)/losses on derivative financial instruments (1,151) 1,879 Negative goodwill arising from additional interest in a subsidiary company (177) (591) Dilution loss on interest in an associated company 915 – Gain on disposal of property, plant and equipment (322) (718) Gain on disposal of an available-for-sale financial asset – (27,052) Interest income (7,479) (8,096) Interest expense 26,619 27,405 Share of profit of associated and joint venture companies (31,245) (123,004) Share-based payment 1,256 1,816 Allowance for foreseeable losses on development properties 4,093 16,110 Translation differences (2,067) (4,246) Operating cash flow before working capital changes 153,045 85,375
Changes in operating assets and liabilities: Balances with associated and joint venture companies 1,239 4,370 Development properties (170,921) 23,220 Inventories 5,679 2,484 Debtors (18,750) 55,040 Creditors (22,132) (16,250) Cash (used in)/generated from operations (51,840) 154,239 Income tax paid (11,314) (19,880) Net cash (used in)/generated from operating activities (63,154) 134,359
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 29 CONSOLIDATED CASH FLOW STATEMENT For the financial year ended 30 June 2009
Group 2009 2008 Note $’000 $’000
Cash flows from investing activities Acquisition of additional interest in a subsidiary company 10 (199) (6,013) Acquisition of additional interest in an associated company (3,469) (17,451) Acquisition of additional interest in joint venture companies (3,237) (900) Development expenditure on investment properties – (2,184) Purchases of property, plant and equipment (9,932) (21,523) Proceeds from disposal of property, plant and equipment 383 2,077 Proceeds from disposal of an available-for-sale financial asset – 30,899 Proceeds from liquidation of an associated company 1,062 – Repayment of loans by investee companies 4,378 19,668 Repayment of loans by associated and joint venture companies 5,481 1,899 Dividends received 46,553 26,184 Interest received 7,837 7,456 Net cash generated from investing activities 48,857 40,112
Cash flows from financing activities Proceeds from issue of ordinary shares 105 149,269 Proceeds from issue of ordinary shares by subsidiary company to minority shareholders – 417 Repayment of the loans from minority shareholders (22,978) (54,979) Proceeds from borrowings 98,600 161,099 Repayment of borrowings (6,459) (112,837) Dividends paid to shareholders (47,108) (195,092) Dividends paid to minority shareholders (7,319) (29,888) Interest paid (49,235) (47,892) Purchase of treasury shares (10,539) (7,172) Net cash used in financing activities (44,933) (137,075)
Net (decrease)/increase in cash and cash equivalents (59,230) 37,396 Cash and cash equivalents at beginning of financial year 445,106 410,790 Effects of currency translation on cash and cash equivalents 3,698 (3,080) Cash and cash equivalents at end of financial year 10 389,574 445,106
WING TAI ANNUAL REPORT 2009 30 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. GENERAL INFORMATION Wing Tai Holdings Limited (the “Company”) is incorporated and domiciled in Singapore and is listed on the Singapore Exchange. The address of its registered office is 3 Killiney Road, #10-01 Winsland House I, Singapore 239519.
The principal activity of the Company is that of an investment holding company. The principal activities of the Company’s subsidiary companies are shown in Note 35.
2. SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of preparation These financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.
Interpretations and amendments to published standards effective in 2009 On 1 July 2008, the Group adopted the amended FRS and Interpretations to FRS (“INT FRS”) that are mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the relevant transitional provisions in the respective FRS and INT FRS.
The following are the amended FRS and INT FRS that are relevant to the Group:
Amendments to FRS 39 Financial Instruments: Recognition and Measurement Amendments to FRS 107 Financial Instruments: Disclosures – Reclassifications of Financial Assets INT FRS 113 Customer Loyalty Programmes
The adoption of the above amendments to FRS and INT FRS has not resulted in any substantial changes to the Group’s accounting policies, nor any significant impact on these financial statements.
2.2 Revenue recognition Revenue for the Group comprises the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Group’s activities and rental income from operating leases. Revenue is presented, net of goods and services tax, rebates and discounts, and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that future economic benefits will flow to the entity and when the specific criteria for each of the Group’s activities are met as follows:
(a) Sale of goods Revenue from sale of goods is recognised when a Group entity has delivered the products to the customer, the customer has accepted the products and collectibility of the related receivable is reasonably assured, except for income from sale of development properties, which is recognised using the percentage of completion method as disclosed in Note 2.8.
(b) Rendering of services Revenue from rendering of services is recognised when the services are rendered, using the percentage of completion method based on the actual service provided as a proportion of the total services to be performed.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 31 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.2 Revenue recognition (continued) (c) Rental income Rental income from operating leases (net of any incentives given to the lessees) is recognised on a straight-line basis over the lease term.
(d) Management fee Management fee comprises charges for the management and maintenance of properties and finance and administration fees. Revenue from management fee is recognised when management services are rendered.
(e) Dividend income Dividend income is recognised when the right to receive payment is established.
(f) Interest income Interest income is recognised using the effective interest method.
2.3 Group accounting (a) Subsidiary companies Subsidiary companies are entities over which the Group has power to govern the financial and operating policies, generally accompanied by a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
The purchase method of accounting is used to account for the acquisition of subsidiary companies. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Please refer to Note 2.4 for the accounting policy on goodwill on acquisition of subsidiary companies.
Subsidiary companies are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the accounting policies adopted by the Group.
Minority interest is that part of the net results of operations and of net assets of a subsidiary company attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiary companies’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the minorities’ share of losses in a subsidiary company exceeds its interest in the equity of that subsidiary company. In such cases, the excess and further losses applicable to the minorities are attributed to the equity holders of the Company, unless the minorities have a binding obligation to, and is able to, make good the losses. When that subsidiary company subsequently reports profits, the profits applicable to the minority interests are attributed to the equity holders of the Company until the minorities’ share of losses previously absorbed by the equity holders of the Company are fully recovered.
Please refer to Note 2.5 for the accounting policy on investments in subsidiary companies in the separate financial statements of the Company.
WING TAI ANNUAL REPORT 2009 32 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.3 Group accounting (continued) (b) Transactions with minority interests The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Disposals to minority interests result in gains and losses for the Group that are recognised in the income statement. Purchases from minority interests result in goodwill, being the difference between any consideration paid and the Group’s incremental share of the carrying value of identifiable net assets of the subsidiary company.
(c) Associated and joint venture companies Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by a shareholding of between and including 20% and 50% of the voting rights. Joint venture companies are entities over which the Group has contractual arrangements to jointly share the control over the economic activity of the entities with one or more parties.
Investments in associated and joint venture companies are accounted for in the consolidated financial statements using the equity method of accounting. Investments in associated and joint venture companies in the consolidated balance sheet include goodwill (net of any accumulated impairment losses) identified on acquisition. Please refer to Note 2.4 for the Group’s accounting policy on goodwill.
Investments in associated and joint venture companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.
In applying the equity method of accounting, the Group’s share of its associated and joint venture companies’ post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in equity directly. These post-acquisition movements are adjusted against the carrying amount of the investments. The amounts used for equity accounting are based on the most recent audited financial statements of the associated and joint venture companies, and where the accounting period is not co-terminous with that of the Group, reference is made to the most recent audited financial statements or management accounts of the companies concerned, made up to dates not more than three months prior to the end of the financial year of the Group.
When the Group’s share of losses in an associated or joint venture company equals or exceeds its interest in the associated or joint venture company, including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associated or joint venture company.
Unrealised gains on transactions between the Group and its associated and joint venture companies are eliminated to the extent of the Group’s interest in the associated and joint venture companies.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associated and joint venture companies have been changed where necessary to ensure consistency with the accounting policies adopted by the Group.
Please refer to Note 2.5 for the accounting policy on investments in associated and joint venture companies in the separate financial statements of the Company.
2.4 Goodwill on acquisitions Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets and contingent liabilities of the acquired subsidiary, associated and joint venture companies at the date of acquisition.
Goodwill on subsidiary companies is recognised separately as intangible assets and carried at cost less accumulated impairment losses (Note 2.10). Goodwill on associated and joint venture companies is included in the carrying amount of the investments.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 33 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.4 Goodwill on acquisitions (continued) Gains and losses on the disposal of subsidiary, associated and joint venture companies include the carrying amount of goodwill relating to the entity sold, except for the goodwill arising from the acquisitions prior to 1 January 2001. Such goodwill was adjusted against retained earnings in the year of acquisition and not recognised in the income statement on disposal.
2.5 Investments in subsidiary, associated and joint venture companies Investments in subsidiary, associated and joint venture companies are carried at cost less accumulated impairment losses (Note 2.10) in the Company’s balance sheet.
On disposal of investments in subsidiary, associated and joint venture companies, the difference between disposal proceeds and the carrying amounts of the investments are recognised in the income statement.
2.6 Property, plant and equipment (a) Measurement (i) Land and buildings Land and buildings are initially recognised at cost.
Freehold and 999-year leasehold land are subsequently carried at revalued amounts less accumulated impairment losses (Note 2.10). Buildings and leasehold land are subsequently carried at revalued amounts less accumulated depreciation and accumulated impairment losses (Note 2.10). Properties under development are properties being constructed or developed and are carried at cost less accumulated impairment losses until construction or development is completed.
Land and buildings are revalued by independent professional valuers once every three years and whenever their carrying amounts are likely to differ materially from their revalued amounts. When an asset is revalued, any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset.
Increases in carrying amounts arising from revaluation, including currency translation differences are recognised in the asset revaluation reserve, unless they offset previous decreases in the carrying amounts of the same asset, in which case, they are recognised in the income statement. Decreases in carrying amounts that offset previous increases of the same asset are charged against the asset revaluation reserve. All other decreases in carrying amounts are recognised in the income statement.
(ii) Other property, plant and equipment All other items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses (Note 2.10).
(iii) Components of costs The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, including borrowing costs incurred for the property under development. The projected cost of dismantlement, removal or restoration is recognised as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.
(b) Depreciation Freehold and 999-year leasehold land and properties under development are not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives. The annual depreciation rates are as follows:
WING TAI ANNUAL REPORT 2009 34 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.6 Property, plant and equipment (continued) (b) Depreciation (continued) Leasehold land and buildings 1 – 3% or over the remaining lease period, whichever is shorter Motor vehicles 20% Office equipment 10 – 33% Furniture and fittings 10% or over the remaining lease period, whichever is shorter
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.
(c) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in the income statement when incurred.
(d) Disposal On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the income statement. Any amount in asset revaluation reserve relating to that asset is transferred to retained earnings directly.
2.7 Investment properties Investment properties for the Group are held for long-term rental yields and are not occupied substantially by the Group.
Investment properties are initially recognised at cost and subsequently carried at fair value, determined annually by independent professional valuers. Changes in fair values are recognised in the income statement.
If an investment property becomes substantially owner-occupied, it is reclassified as property, plant and equipment and its fair value at the date of reclassification becomes its cost for accounting purposes.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised as addition and the carrying amounts of the replaced components are written off to the income statement. The cost of maintenance, repairs and minor improvement is charged to the income statement when incurred.
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is recognised in the income statement.
2.8 Development properties Development properties are stated at cost plus attributable profits, less foreseeable losses and progress payments received and receivable. An allowance is made where the estimated net realisable value of the development properties has fallen below their carrying value.
Cost includes cost of land and other direct and related expenditure, including interest on borrowings, incurred in developing the properties. Interest and other related expenditure are capitalised as and when the activities that are necessary to get the asset ready for its intended development are in progress.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 35 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.8 Development properties (continued) Revenue and cost on the sale of properties under development is recognised in the financial statements using the percentage of completion method based on the stage of completion as certified by the architects or quantity surveyors for the individual units sold. Losses are provided for in full as soon as they are foreseeable. Revenue from sale of development properties is disclosed in Note 3.
2.9 Properties held for sale Properties held for sale are stated at the lower of cost and estimated net realisable value.
2.10 Impairment of non-financial assets (a) Goodwill Goodwill is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Goodwill included in the carrying amount of an investment in associated and joint venture company is tested for impairment as part of the investment, rather than separately.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash generating units (“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value in use. The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period.
(b) Property, plant and equipment Investments in subsidiary, associated and joint venture companies Property, plant and equipment and investments in subsidiary, associated and joint venture companies are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value in use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and the recoverable amount is recognised as impairment loss in the income statement unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease. Please refer to Note 2.6 for the treatment of revaluation decrease.
An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised in the income statement, a reversal of that impairment loss is also recognised in the income statement.
WING TAI ANNUAL REPORT 2009 36 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Financial assets (a) Classification The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables and available-for-sale. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition. The designation of financial assets at fair value through profit or loss is irrevocable.
(i) Financial assets, at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified as held for trading if it is acquired principally for the purpose of selling in the short term. Financial assets designated at fair value through profit or loss at inception are those that are managed and their performances are evaluated on a fair value basis, in accordance with a documented Group investment strategy. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are presented as current assets if they are either held for trading or are expected to be realised within 12 months after the balance sheet date.
(ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “trade and other receivables” and “cash and cash equivalents” on the balance sheet. It also includes interest receivables, deposits and sundry receivables classified as “other current assets”.
(iii) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are presented as non-current assets unless management intends to dispose of the assets within 12 months after the balance sheet date.
(b) Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in the income statement. Any amount in the fair value reserve relating to that asset is transferred to the income statement.
(c) Initial measurement Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately in the income statement.
(d) Subsequent measurement Financial assets, both available-for-sale and at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Changes in the fair values of financial assets at fair value through profit or loss including the effects of currency translation, interest and dividends are recognised in the income statement when the changes arise.
Interest and dividend income on available-for-sale financial assets are recognised separately in the income statement. Changes in the fair values of available-for-sale equity securities (i.e non-monetary items) are recognised in the fair value reserve, together with the related currency translation differences.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 37 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Financial assets (continued) (e) Impairment The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.
(i) Loans and receivables Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay in payments are objective evidence that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in the income statement.
The allowance for impairment loss account is reduced through the income statement in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost, had no impairment been recognised in prior periods.
(ii) Available-for-sale financial assets Significant or prolonged declines in the fair value of the security below its cost and the disappearance of an active trading market for the security are objective evidence that the security is impaired.
The cumulative loss that was recognised in the fair value reserve is transferred to the income statement. The cumulative loss is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss previously recognised in the income statement on debt securities.
The impairment losses recognised in the income statement on equity securities are not reversed through the income statement.
2.12 Financial guarantees The Company has issued corporate guarantees to banks for borrowings of its subsidiary companies. These guarantees are financial guarantees as they require the Company to reimburse the banks if the subsidiary companies fail to make principal or interest payments when due in accordance with the terms of their borrowings.
Financial guarantees are initially recognised at their fair values plus transaction costs in the Company’s balance sheet.
Financial guarantees are subsequently amortised to the income statement over the period of the subsidiary companies’ borrowings, unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, the financial guarantees shall be carried at the expected amount payable to the bank in the Company’s balance sheet.
Intragroup transactions are eliminated on consolidation.
2.13 Inventories Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
WING TAI ANNUAL REPORT 2009 38 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.14 Borrowings and borrowing costs Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
Borrowing costs are recognised in the income statement using the effective interest method except for those costs that are directly attributable to borrowings acquired specifically for the construction or development of properties. The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less any investment income on temporary investment of these borrowings, are capitalised in the cost of the property under development.
2.15 Derivative financial instruments and hedging activities A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, on whether the derivatives designated as hedging instruments are highly effective in offsetting changes in cash flows of the hedged items.
The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if the remaining expected life of the hedged item is more than 12 months, and as a current asset or liability, if the remaining expected life of the hedged item is less than 12 months.
(a) Cash flow hedge Interest rate and cross currency swaps The Group has entered into interest rate and cross currency swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group to raise borrowings at floating rates and swap them into fixed rates.
The fair value changes on the effective portion of interest rate and cross currency swaps designated as cash flow hedges are recognised in the hedging reserve and transferred to the income statement when the interest expense on the borrowings are recognised in the income statement. The fair value changes on the ineffective portion of the interest rate and cross currency swaps are recognised separately in the income statement.
(b) Derivatives that are not designated or do not qualify for hedge accounting Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in the income statement when the changes arise.
2.16 Fair value estimation of financial assets and liabilities The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets are the current bid prices; the appropriate quoted market prices for financial liabilities are the current ask prices.
The fair values of interest rate and cross currency swaps are calculated as the present value of the estimated future cash flows discounted at actively quoted interest rates. The fair values of currency forwards are determined using actively quoted forward exchange rates.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 39 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.16 Fair value estimation of financial assets and liabilities (continued) The fair values of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at the current market interest rates that are available to the Group for similar financial liabilities.
The fair values of current financial assets and liabilities carried at amortised cost, approximate their carrying amounts.
2.17 Operating leases (a) When the Group is the lessee: Leases of assets where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income statement on a straight-line basis over the period of the lease.
Contingent rents are recognised as an expense in the income statement when incurred.
(b) When the Group is the lessor: Leases of investment properties where the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is recognised in the income statement on a straight-line basis over the lease term.
Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to the carrying amount of the leased assets and recognised as an expense in the income statement over the lease term on the same basis as the lease income.
Contingent rents are recognised as income in the income statement when earned.
2.18 Income taxes Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary, associated and joint venture companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and
(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expense in the income statement, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred income tax arising from a business combination is adjusted against goodwill on acquisition.
WING TAI ANNUAL REPORT 2009 40 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.19 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.
2.20 Employee compensation (a) Defined contribution plans Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.
(b) Share-based payment The Group operates an equity-settled, share-based payment plan. The fair value of the employee services received in exchange for the grant of shares and share options is recognised as an expense in the income statement with a corresponding increase in the share-based payment reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the shares and share options granted on the date of grant. Non-market vesting conditions are included in the estimation of the number of shares and share options that are expected to be vested on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares and share options that are expected to be vested on the vesting date and recognises the impact of the revision of the estimates in the income statement, with a corresponding adjustment to the share-based payment reserve over the remaining vesting period.
2.21 Currency translation (a) Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollars.
(b) Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the income statement, unless they arise from borrowings in foreign currencies, other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations. Those currency translation differences are recognised in the currency translation reserve in the consolidated financial statements and transferred to the income statement as part of the gain or loss on disposal of the foreign operation.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
(c) Translation of Group entities’ financial statements The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;
(ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and
(iii) All resulting currency translation differences are recognised in the currency translation reserve.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 41 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.21 Currency translation (continued) (c) Translation of Group entities’ financial statements (continued) Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2005 are treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of the balance sheet. For acquisitions prior to 1 January 2005, the exchange rates at the dates of acquisition are used.
2.22 Segment reporting A segment is a distinguishable component of the Group engaged in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), that are subject to risks and returns that are different from those of other segments.
Segment information is presented in respect of the Group’s business and geographical segment. The primary format, business segment, is based on both the Group’s principal activities and its management and internal reporting structure. In presenting information on the basis of geographical segment, segment revenue is based on the geographical location of customers. Segment assets and segment capital expenditure are based on the geographical location of the assets.
Inter-segment pricing is determined on an arm’s length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly current and deferred income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment and investment properties.
2.23 Cash and cash equivalents For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include interest-bearing bank accounts, fixed deposits with financial institutions and cash and bank balances.
2.24 Share capital and treasury shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the consideration paid including any directly attributable incremental cost is presented as a component within equity attributable to the Company’s equity holders, until they are cancelled, sold or reissued.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to the employee share plans and share option scheme, the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the capital reserve of the Company.
2.25 Dividends to Company’s shareholders Dividends to the Company’s shareholders are recognised when the dividends are approved for payment.
2.26 Trade and other payables Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method.
WING TAI ANNUAL REPORT 2009 42 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
3. REVENUE Group 2009 2008 $’000 $’000
Revenue from sale of: – development properties 286,906 162,890 – goods and services 172,711 196,568 Rental income 39,879 39,576 Management fees 7,498 9,734 Dividend income 340 19,405 507,334 428,173
4. OTHER (LOSSES)/GAINS – NET Group 2009 2008 $’000 $’000
Interest income from: – associated companies 53 55 – joint venture companies 4,501 1,892 – banks 2,925 6,149 Negative goodwill arising from additional interest in a subsidiary company 177 591 Gain on disposal of property, plant and equipment 322 718 Gain on disposal of an available-for-sale financial asset – 27,052 Fair value (losses)/gains on investment properties (109,667) 90,634 Allowance for foreseeable losses on development properties (4,093) (16,110) Other miscellaneous gains 6,590 12,649 (99,192) 123,630
5. EXPENSES BY NATURE Group 2009 2008 $’000 $’000
Depreciation of property, plant and equipment (Note 22) 12,507 11,294 Employee compensation (Note 6) 53,905 75,933 Fair value (gains)/losses on derivative financial instruments (1,151) 1,879 Impairment loss on property, plant and equipment 350 – Write-down of inventory 978 2,717 Rental expense on operating leases 41,231 40,876 Foreign exchange (gain)/loss (296) 3,122 Development cost included in cost of sales 149,175 83,898 Raw materials and finished goods 70,867 88,211
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 43 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
6. EMPLOYEE COMPENSATION Group 2009 2008 $’000 $’000
Wages and salaries (including directors’ remuneration) 49,287 67,769 Employer’s contribution to defined contribution plans including Central Provident Fund 3,362 6,348 Share-based payment 1,256 1,816 53,905 75,933
Please refer to Note 33(b) for directors’ remuneration.
7. FINANCE COSTS Group 2009 2008 $’000 $’000
Interest expense to: – joint venture companies – 869 – banks 26,619 26,536 26,619 27,405
8. INCOME TAXES (a) Income tax expense Group 2009 2008 $’000 $’000
Tax expense attributable to profit is made up of: Current income tax – Singapore 6,293 13,397 – Foreign 4,535 10,852 10,828 24,249 Deferred income tax [Note 8(b)] 465 22,727 11,293 46,976 (Over)/under provision in preceding financial years – Current income tax (524) (2,483) – Deferred income tax [Note 8(b)] 196 627 10,965 45,120
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in estimating the capital allowances and the deductibility of certain expenses in determining the provision for income taxes. There are many transactions and calculations during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax provisions in the period in which such determination is made.
WING TAI ANNUAL REPORT 2009 44 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
8. INCOME TAXES (continued) (a) Income tax expense (continued) The income tax expense on profit differs from the amount that would arise using the Singapore standard rate of income tax as explained below: Group 2009 2008 % %
Singapore standard rate of income tax 17.0 18.0 Different tax rates in other countries 3.0 1.6 Expenses not deductible for tax purposes 27.4 3.7 Income not subjected to tax (23.1) (9.4) Changes in tax rates (9.2) – Tax losses not recognised 10.6 0.4 Utilisation of previously unrecognised temporary differences 2.5 1.3 Over provision in preceding financial years (0.8) (0.6) 27.4 15.0 (b) Deferred income taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Deferred income tax liabilities to be settled after one year 77,156 79,217 2,126 2,418
Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group had unrecognised tax losses of $168.1 million (2008: $171.5 million) at the balance sheet date which can be carried forward and available for setoff against future taxable income subject to meeting certain statutory requirements by those companies with unutilised tax losses in their respective countries of incorporation. These tax losses have no expiry date. The movement in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) during the financial year was as follows:
Deferred income tax liabilities – Group Recognition of profits on Accelerated Revaluation percentage tax depreciation gains/(losses) of completion Others Total $’000 $’000 $’000 $’000 $’000
2009 Beginning of financial year 4,256 69,934 6,650 100 80,940 Currency translation differences (12) (221) – – (233) Credited to equity [Note 28(c)] – (2,498) – – (2,498) Charged/(Credited) to income statement [Note 8(a)] 469 (20,887) 20,657 130 369 End of financial year 4,713 46,328 27,307 230 78,578
2008 Beginning of financial year 971 42,110 10,006 100 53,187 Currency translation differences (44) (537) – – (581) Charged to equity [Note 28(c)] – 3,979 – – 3,979 Charged/(Credited) to income statement [Note 8(a)] 3,329 24,382 (3,356) – 24,355 End of financial year 4,256 69,934 6,650 100 80,940
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 45 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
8. INCOME TAXES (continued) (b) Deferred income taxes (continued) Deferred income tax assets – Group Accelerated tax depreciation Provisions Tax losses Others Total $’000 $’000 $’000 $’000 $’000
2009 Beginning of financial year 968 28 496 231 1,723 Currency translation differences – (1) (6) (2) (9) Credited/(Charged) to income statement [Note 8(a)] 24 (8) (136) (172) (292) End of financial year 992 19 354 57 1,422
2008 Beginning of financial year – 139 393 230 762 Currency translation differences – (4) (27) (9) (40) Credited/(Charged) to income statement [Note 8(a)] 968 (107) 130 10 1,001 End of financial year 968 28 496 231 1,723
Deferred income tax liabilities – Company Revaluation gains/(losses) Others Total $’000 $’000 $’000
2009 Beginning of financial year 3,228 158 3,386 Credited to income statement (268) – (268) End of financial year 2,960 158 3,118
2008 Beginning of financial year – 158 158 Charged to income statement 3,228 – 3,228 End of financial year 3,228 158 3,386
Deferred income tax assets – Company Accelerated tax depreciation $’000
2009 Beginning of financial year 968 Credited to income statement 24 End of financial year 992
2008 Beginning of financial year – Credited to income statement 968 End of financial year 968
WING TAI ANNUAL REPORT 2009 46 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
9. EARNINGS PER SHARE (a) Basic earnings per share Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year. Group 2009 2008 $’000 $’000
Net profit attributable to equity holders of the Company 20,982 229,355
2009 2008 ‘000 ‘000
Weighted average number of ordinary shares in issue for basic earnings per share 782,796 761,618
Basic earnings per share (cents) 2.68 30.11
(b) Diluted earnings per share The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume issuance of all dilutive potential ordinary shares from share options and share plans. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. Group 2009 2008 $’000 $’000
Net profit attributable to equity holders of the Company for basic earnings per share 20,982 229,355 Adjustments for share options of: – a subsidiary company – (122) – an associated company – (167) Net profit used to determine diluted earnings per share 20,982 229,066
2009 2008 ‘000 ‘000
Weighted average number of ordinary shares in issue for basic earnings per share 782,796 761,618 Adjustments for: – share options 87 655 – share plans 281 – Number of ordinary shares used to determine diluted earnings per share 783,164 762,273
Diluted earnings per share (cents) 2.68 30.05
10. CASH AND CASH EQUIVALENTS Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Fixed deposits with financial institutions 293,606 353,870 164,102 147,727 Cash and bank balances 95,968 91,236 4,571 3,620 389,574 445,106 168,673 151,347
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 47 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
10. CASH AND CASH EQUIVALENTS (continued) Included in cash and cash equivalents of the Group are amounts held under Housing Developers (Project Account) (Amendment) Rules 1997, totalling $50.0 million (2008: $68.9 million), the use of which is subject to restrictions imposed by the aforementioned rules.
At the balance sheet date, the carrying amounts of cash and cash equivalents approximated their fair values.
The fixed deposits with financial institutions mature on varying dates within 5 months (2008: 5 months) from the financial year-end with the following weighted average effective interest rates: Group Company 2009 2008 2009 2008 % % % %
Singapore Dollar 0.2 0.7 0.3 0.6 Ringgit Malaysia 1.7 2.9 – – Hong Kong Dollar – 1.9 – 1.9
Acquisition of minority interests During the financial year ended 30 June 2009, DNP Holdings Berhad (“DNP”), a subsidiary of the Company, purchased its own shares for a cash consideration of $0.2 million (2008: $6.0 million). The share buy-back has increased the Group’s shareholding in DNP from 55.3% to 55.4% (2008: 54.1% to 55.3%). The Group recognised a decrease in minority interest of $0.4 million (2008: $6.6 million) and a negative goodwill of $0.2 million (2008: $0.6 million) (Note 4). The share buy-back has also resulted in an increase in the Group’s effective equity interest in P.T. Windas Development from 58.8% to 58.9% (2008: 58.5% to 58.8%).
11. DERIVATIVE FINANCIAL INSTRUMENTS In order to manage the risks arising from fluctuations in foreign currency exchange rates and interest rates, the Group and the Company uses the following derivative financial instruments:
(a) Interest rate and cross currency swaps The Group and the Company have entered into interest rate and cross currency swap contracts that entitle them to receive interest at floating rates on notional principal amounts and oblige them to pay interest at fixed rates on the same amounts. The interest rate and cross currency swaps allow the Group and the Company to raise long-term borrowings at floating rates and swap them into fixed rates that are lower than those available if they borrowed at fixed rates directly. Under the interest rate and cross currency swaps, the Group and the Company agree with other parties to exchange, at specified intervals (mainly quarterly), the difference between the fixed and floating rate interest amounts calculated by reference to the agreed notional principal amounts. Fair value gains and losses on the interest rate swaps recognised in the cash flow hedge reserve are transferred to the income statement as part of interest expense over the period of the borrowings.
(b) Currency forwards Currency forwards are entered into to manage exposure to fluctuations in foreign currency exchange rates on highly probable forecast transactions. These contracts do not qualify for hedge accounting. Group Company Contract Contract notional Fair value notional Fair value amount Asset Liability amount Asset Liability $’000 $’000 $’000 $’000 $’000 $’000
2009 Cash flow hedges – Interest rate and cross currency swaps 633,639 139 (24,879) 140,000 139 (3,365) Non-hedging instruments – Currency forwards 16,054 157 (149) – – – 296 (25,028) 139 (3,365)
WING TAI ANNUAL REPORT 2009 48 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
11. DERIVATIVE FINANCIAL INSTRUMENTS (continued) Group Company Contract Contract notional Fair value notional Fair value amount Asset Liability amount Asset Liability $’000 $’000 $’000 $’000 $’000 $’000
2008 Cash flow hedges – Interest rate and cross currency swaps 544,868 5,046 (13,781) 140,000 2,244 – Non-hedging instruments – Currency forwards 16,524 – (1,144) – – – 5,046 (14,925) 2,244 –
As at 30 June 2009, the fixed interest rate on HKD interest rate swap is 4.4% (2008: 4.4%) per annum, and the fixed interest rates on SGD interest rate swaps vary from 2.4% to 3.3% (2008: 2.4% to 3.3%) per annum. The main floating rates are Singapore Swap Offer Rate and Hong Kong Interbank Offered Rate.
Please refer to Note 2 for details of the financial instruments and hedging policies.
12. TRADE AND OTHER RECEIVABLES – CURRENT Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Trade receivables 49,347 26,708 50 40 Allowance for impairment of receivables (522) (559) – – 48,825 26,149 50 40
Due from subsidiary companies – non-trade [Note 12(i)] – – 608,018 623,936 Allowance for impairment of receivables – – (145,921) (128,661) – – 462,097 495,275
Due from associated companies – non-trade [Note 12(ii)] 628 708 611 652
Due from joint venture companies – non-trade [Note 12(ii)] 5,487 1,275 38 25
Total current receivables 54,940 28,132 462,796 495,992
(i) Amounts due from subsidiary companies are unsecured and repayable on demand. Included in the amounts due from subsidiary companies are fixed interest rate receivables of $257.5 million (2008: $228.8 million). The weighted average effective interest rate at balance sheet date is disclosed in Note 17 to the financial statements.
(ii) Amounts due from associated and joint venture companies are unsecured, interest-free and repayable on demand.
The carrying amounts of current trade and other receivables approximated their fair values.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 49 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
13. INVENTORIES Group 2009 2008 $’000 $’000
Raw materials 1,635 2,432 Work-in-progress 416 2,003 Finished goods 14,675 18,066 16,726 22,501
The cost of inventories recognised as expense and included in “cost of sales” amounted to $70.9 million (2008: $88.2 million).
14. DEVELOPMENT PROPERTIES Group 2009 2008 $’000 $’000
Properties under development Land at cost 895,914 1,177,073 Development costs 322,219 419,361 Overhead expenditure capitalised 92,502 111,872 1,310,635 1,708,306 Attributable profits 183,149 149,408 Allowance for foreseeable losses (69,279) (61,986) 1,424,505 1,795,728 Progress payments received and receivable (230,123) (778,528) 1,194,382 1,017,200 Properties held for sale 36,239 25,607 1,230,621 1,042,807
Value of properties under development mortgaged to secure long term banking facilities granted (Note 24) 903,161 764,189
Total interest capitalised during the financial year 22,387 20,111
RAP 11 Pre-Completion Contracts for the Sale of Development Property The Group uses the percentage of completion method for recognising revenue from partially completed residential projects. Had the completed contract method been adopted, the impact on the financial statements of the Group will be as follows: Group Increase/(Decrease) 2009 2008 $’000 $’000
Opening retained earnings (43,429) (45,864) Revenue recognised for the financial year (226,071) 492,397 Net profit attributable to equity holders of the Company (105,087) 2,435 Carrying value of development properties (167,752) (44,745) Carrying value of investments in joint venture companies (20,983) (11,022)
WING TAI ANNUAL REPORT 2009 50 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
14. DEVELOPMENT PROPERTIES (continued) The development properties are as follows: Gross Group’s % of Expected Land floor interest in Type of completion at completion area area property Location development Tenure 30.06.2009 date (Sq m) (Sq m) (%)
Singapore Lots 2144N 96 units of Freehold 63 2009 3,282 11,486 100 & 2446K TS17 apartments at 398 Kallang Road (The Riverine by the Park)
Lots 212C PT, 440W, 441V, 140 units of Freehold 41 2010 7,399 20,717 100 696P, 1151A PT, 99643V, apartments 99644P, 99649X, 99650K and 99651N TS27 at Cairnhill Circle (Helios Residences)
Lots 373C, 395T 176 units of Freehold 46 2010 23,004 32,205 60 and 643V TS20 condominium at Oxley Walk housing (Belle Vue Residences)
Lot 726N TS28 147 units of Freehold – – 3,984 11,156 100 at Newton Road apartments (L’VIV)
Lot 715N TS25 at 1A, 43 units of Freehold – – 5,624 15,746 100 Ardmore Park condominium (Le Nouvel Ardmore) housing
Malaysia PT nos. 2190-2927, 245 units of Freehold Phase 1, 2 100 n/a 220,300 84,018 55.4 3163-3491, terrace and Phase 3 – – Mukim of Ulu Klang, semi-detached Gombak, Selangor houses and (Sering Ukay) bungalows
Lot 1315, Section 57, 423 units of Freehold 10 2011 9,764 145,476 55.4 Bandar and District of condominium Kuala Lumpur housing (Verticas Residensi)
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 51 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
14. DEVELOPMENT PROPERTIES (continued) Gross Group’s % of Expected Land floor interest in Type of completion at completion area area property Location development Tenure 30.06.2009 date (Sq m) (Sq m) (%)
Malaysia (continued) Various lots in 11971-12030, 159 units of Freehold Phase 4, 5 – 2011 24,682 25,150 55.4 Mukim 14 and 17128-17310 terrace and Phase 3, 6 100 n/a and 20091, Mukim 15, semi-detached Daerah Seberang houses, Perai Tengah, Pulau Pinang bungalows and (Taman Seri Impian) shop offices
Various lots in 7901-7927 and 14 units of Freehold 100 n/a 4,616 2,387 55.4 PT nos. 634-638, Mukim 13, terrace and Seberang Perai Selatan, semi-detached Pulau Pinang houses and (Taman Jentayu Indah) bungalows
Lots 4326-4329, Mukim 6, 485 units of flats Freehold Block A, B – – 22,662 27,824 55.4 Province Wellesley Central, Block C 76 2009 13600 Pulau Pinang
PT nos. 1084-1624 and 544 units of Freehold/ Phase 1 80 2009 226,993 231,131 55.4 lots 266-267, Mukim 14, terrace and 999-year Phase 2-4 – 2013 Daerah Seberang semi-detached lease Perai Tengah, houses and expiring Pulau Pinang shop offices 2876 (Taman Bukit Minyak Utama)
Various lots in 11589-11642, 54 units of Freehold 48 2010 18,666 14,035 55.4 Mukim 13, Tempat Relau, terrace and Daerah Timur Laut, semi-detached Pulau Pinang houses (Sentral Greens)
14-A and 59, Jalan 342 units of Freehold Phase 1 100 n/a 17,299 70,850 55.4 Dato Abdullah Tahir, 80300 apartment and Phase 2 – – and 80250 Johor Bahru, commercial podium Johor (Plaza DNP)
Lot 247, Section 43, Vacant land Freehold – – 6,084 n/a 55.4 Town of Kuala Lumpur (Menara DNP)
Lot 90, Section 89, Vacant land Freehold – – 4,047 n/a 55.4 held under Geran Mukim no. 36258, Bandar and District of Kuala Lumpur
WING TAI ANNUAL REPORT 2009 52 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
14. DEVELOPMENT PROPERTIES (continued) Gross Group’s % of Expected Land floor interest in Type of completion at completion area area property Location development Tenure 30.06.2009 date (Sq m) (Sq m) (%)
Malaysia (continued) PT nos. 492 and 572-573 15 units of Freehold – – 20,406 32,424 55.4 and various lots in 837-3038, shop offices/ Mukim 6, Province Wellesley vacant land Central, 13600 Pulau Pinang
Various lots in 264-1617, Vacant land Freehold/ – – 694,755 n/a 55.4 Mukim 14 and 1130-1742 99-year and 20811-20957, Mukim 15, leases Daerah Seberang Perai Tengah, expiring Pulau Pinang 2034 and 2035
The People’s Republic of China No. 63, Xinggang Street, Apartments 70-year Phase 3 30 2010 9,740 31,528 75 Suzhou Industrial Park lease (The Lakeview) expiring 2066
No. 1, Xingzhou Street, Mixed 70-year Phase 2 – – 19,518 18,990 75 Suzhou Industrial Park development lease (The Lakeside) comprising expiring townhouses, 2066 bungalows and apartments
Indonesia Jalan H.R. Rasuna Said, Vacant land 30-year lease – – 16,080 n/a 58.9 Karet Kuningan Sub-district, expiring 2025, Setiabudi District, South Jakarta with option to extend the lease
n/a: not applicable
15. OTHER CURRENT ASSETS Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Interest receivables 20 670 – – Deposits 8,627 8,026 57 43 Prepayments 15,988 14,011 173 258 Sundry receivables 6,936 13,765 1,204 1,026 31,571 36,472 1,434 1,327
The carrying amounts of interest receivables, deposits and sundry receivables approximated their fair values.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 53 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
16. AVAILABLE-FOR-SALE FINANCIAL ASSETS Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Beginning of financial year 7,170 33,183 3,189 3,793 Disposals – (30,887) – (604) Fair value gains recognised in equity – 4,923 – – Currency translation differences – (49) – – End of financial year 7,170 7,170 3,189 3,189
The available-for-sale financial assets comprised unquoted equity shares in Singapore.
17. TRADE AND OTHER RECEIVABLES – NON-CURRENT Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Loans to subsidiary companies [Note 17(i)] – interest-bearing – – 246,180 169,404 – interest-free – – 220,184 285,886 – – 466,364 455,290 Allowance for impairment of receivables – – (11,548) (17,419) – – 454,816 437,871
Loans to associated companies [Note 17(ii)] – interest-bearing 4,310 4,204 – – – interest-free 553 762 – – 4,863 4,966 – – Allowance for impairment of receivables (216) (426) – – 4,647 4,540 – –
Loans to joint venture companies [Note 17(iii)] – interest-bearing 209,215 76,917 – – – interest-free 3,533 137,321 – – 212,748 214,238 – – Allowance for impairment of receivables (7,981) (6,686) – – 204,767 207,552 – –
Loans to minority shareholders [Note 17(iv)] 23,274 26,531 – –
Total non-current receivables 232,688 238,623 454,816 437,871
WING TAI ANNUAL REPORT 2009 54 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
17. TRADE AND OTHER RECEIVABLES – NON-CURRENT (continued) (i) Loans to subsidiary companies are unsecured, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. Included in the loans to subsidiary companies are fixed interest rate loans of $246.2 million (2008: $149.6 million) and floating interest rate loans of Nil (2008: $19.8 million). The weighted average effective interest rates of loans to subsidiary companies at the balance sheet date are as disclosed below.
The interest-free loans to subsidiary companies are intended to be a long-term source of additional capital for the subsidiary companies. As a result, management considers such loans to be in substance part of the Company’s net investment in these subsidiary companies and has accounted for these loans in accordance with Note 2.5.
(ii) Loans to associated companies are unsecured, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. Included in the loans to associated companies are fixed interest rate loans which bear a weighted average effective interest rate at the balance sheet date as disclosed below.
(iii) Included in the loans to joint venture companies are amounts of $204.3 million (2008: $183.2 million) which are subordinated to banking facilities of $1,059.8 million (2008: $1,059.8 million) granted by banks to the said joint venture companies. The fixed interest rate loans to joint venture companies bear a weighted average effective interest rate at the balance sheet date as disclosed below.
(iv) Loans by certain subsidiary companies to minority shareholders are made proportionate to the shareholders’ equity stake in the subsidiary companies on a pari passu basis. The loans are unsecured, interest-free, have no fixed terms of repayment and are not expected to be repayable within the next 12 months.
The carrying amounts of non-current trade and other receivables approximated their fair values.
The weighted average effective interest rates at the balance sheet date were as follows: Group 2009 2008 SGD SGD % %
Non-current interest-bearing loans to: – associated companies [Note 17(ii)] 2.5 2.5 – joint venture companies [Note 17(iii)] 3.4 4.7
Company 2009 2008 SGD USD SGD USD % % % %
Current interest-bearing amounts due from subsidiary companies [Note 12(i)] 3.5 – 3.1 – Non-current interest-bearing loans to subsidiary companies [Note 17(i)] 3.4 – 4.4 4.9
18. INVESTMENTS IN ASSOCIATED COMPANIES Group 2009 2008 $’000 $’000
Carrying amount of investments in associated companies 497,578 451,461
The above carrying amount included the following: Share of associated companies’ capital reserves 4,085 (17,470) Share of associated companies’ net profits 14,137 53,990
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 55 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
18. INVESTMENTS IN ASSOCIATED COMPANIES (continued) The summarised financial information of associated companies is as follows: Group 2009 2008 $’000 $’000
Assets 3,014,208 2,664,459 Liabilities (1,347,377) (1,093,467)
Revenue 366,199 482,334 Net (loss)/profit (2,056) 203,990
Share of associated companies’ contingent liabilities incurred jointly with other investors 26,845 23,947
Carrying amount of quoted equity shares 476,510 424,785
Market value of quoted equity shares 146,802 248,498
During the financial year, the Group acquired additional interest in USI Holdings Limited (“USI”), which increased the Group’s effective interest from 32.5% to 33.9%.
As at 30 June 2009, the carrying value of quoted equity shares is higher than the market value. The directors consider the carrying value of investments in associated companies appropriate and the shortfall temporary.
Details of the Group’s associated companies are listed in Note 35 to the financial statements.
19. INVESTMENTS IN JOINT VENTURE COMPANIES The following amounts represent the Group’s share of the assets, liabilities, income and expenses of the joint venture companies which are included in the consolidated balance sheet and income statement using equity accounting. Group 2009 2008 $’000 $’000
Assets – Current assets 737,970 553,041 – Non-current assets 3,816 191,440 741,786 744,481
Liabilities – Current liabilities (152,414) (79,378) – Non-current liabilities (436,430) (489,440) (588,844) (568,818)
Net Assets 152,942 175,663
Revenue 76,324 264,018 Expenses (55,917) (187,062) Net profit 17,108 69,014
WING TAI ANNUAL REPORT 2009 56 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
19. INVESTMENTS IN JOINT VENTURE COMPANIES (continued) The Group’s share of the capital commitments of the joint venture companies were as follows: Group 2009 2008 $’000 $’000
Contracted but not provided for 138,412 77,030
Details of the Group’s joint venture companies are listed in Note 35 to the financial statements.
20. INVESTMENTS IN SUBSIDIARY COMPANIES Company 2009 2008 $’000 $’000
Beginning of financial year 238,740 241,300 Disposal – (1,000) Write-back of allowance/(allowance) for impairment 11,629 (1,560) End of financial year 250,369 238,740
Details of the Group’s subsidiary companies are listed in Note 35 to the financial statements.
21. INVESTMENT PROPERTIES Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Beginning of financial year 554,041 574,219 84,650 82,000 Additions from subsequent expenditure – 2,184 – – Transfer from/(to): – property, plant and equipment 37,387 (42,053) – – – development properties – (66,892) – – Fair value (losses)/gains recognised in income statement (109,667) 90,634 (2,650) 2,650 Currency translation differences (878) (4,051) – – End of financial year 480,883 554,041 82,000 84,650
The investment properties are as follows: Group’s Lettable interest in /land area property Location Description Tenure (Sq m) (%)
Singapore Lot 94-59, Mukim 22, 9-storey warehouse Freehold 9,791 100 105 Tampines Road and office building
3 Killiney Road 10-storey 99-year lease 13,248 100 (1st to 9th floor, commercial building from 1983 Winsland House I)
163 Penang Road 8-storey 99-year lease 7,286 100 (Winsland House II) commercial building from 1994
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 57 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
21. INVESTMENT PROPERTIES (continued) Group’s Lettable interest in /land area property Location Description Tenure (Sq m) (%)
Singapore (continued) 165 Penang Road Conservation 99-year lease 534 100 (Winsland House II) house from 1994
167 Penang Road 9-storey 99-year lease 6,030 100 (Lanson Place serviced apartments from 1994 Winsland Residences)
Malaysia Unit G2, Holiday Plaza, Shop unit Freehold 205 100 Johor Bahru
Lot 263, Section 89A, 132 units of Freehold 23,873 55.4 Town of Kuala Lumpur condominium (Lanson Place housing Kondominium No. 8)
Lot 360, Mukim 17, Vacant land Freehold 2,282 55.4 Batu Ferringhi, Pulau Pinang
Lot 343, Mukim 3 and Vacant land Freehold 27,275 55.4 Lots 1822, 1823 and 1425, Mukim 4, Province Wellesley Central, 13600 Pulau Pinang
Lot 4868, Mukim 14, Vacant land Freehold 483 55.4 Daerah Seberang Perai Tengah, Pulau Pinang
Unit no. 2.04-2.06, Shop lots 99-year lease 342 55.4 Level 2, Komtar, expiring 2083 Penang Road, Pulau Pinang
Investment properties are carried at fair value at the balance sheet date as determined by independent professional valuers based on the Direct Market Comparison Method and Investment Method.
Investment properties are leased to third parties under operating leases (Note 30).
Investment properties with a total valuation of $440.3 million (2008: $550.9 million) were mortgaged to banks to secure long term banking facilities granted to the subsidiary companies (Note 24).
WING TAI ANNUAL REPORT 2009 58 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
21. INVESTMENT PROPERTIES (continued) The following amounts are recognised in the income statement: Group 2009 2008 $’000 $’000
Rental income 34,104 30,039 Direct operating expenses arising from investment properties that generated rental income (11,024) (8,026) Property tax and other direct operating expenses arising from investment properties that did not generate rental income (543) (149)
22. PROPERTY, PLANT AND EQUIPMENT Freehold Leasehold land and land and Motor Office Furniture buildings buildings vehicles equipment and fittings Total $’000 $’000 $’000 $’000 $’000 $’000
Group 2009 Cost or valuation Beginning of financial year Cost – 451 3,794 13,194 37,266 54,705 Valuation 129,013 65,535 – – – 194,548 129,013 65,986 3,794 13,194 37,266 249,253 Transfer to investment properties (29,470) (7,917) – – – (37,387) Additions 264 48 653 601 8,366 9,932 Disposals – – (167) (286) (43) (496) Write-off – – – (523) (4,764) (5,287) Revaluation surplus/(deficit) 307 (8,722) – – – (8,415) Currency translation differences (652) 162 (43) 132 (340) (741) End of financial year 99,462 49,557 4,237 13,118 40,485 206,859
Representing: Cost – 491 4,237 13,118 40,485 58,331 Valuation 99,462 49,066 – – – 148,528 99,462 49,557 4,237 13,118 40,485 206,859
Accumulated depreciation Beginning of financial year 2,745 1,132 655 4,447 21,047 30,026 Depreciation charge 837 1,895 1,085 1,719 6,971 12,507 Disposals – – (143) (249) (43) (435) Impairment loss – – – 15 335 350 Write-off – – – (417) (4,411) (4,828) Revaluation adjustments – (1,627) – – – (1,627) Currency translation differences (33) 28 (28) 7 (265) (291) End of financial year 3,549 1,428 1,569 5,522 23,634 35,702
Net book value End of financial year 95,913 48,129 2,668 7,596 16,851 171,157
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 59 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
22. PROPERTY, PLANT AND EQUIPMENT (continued) Freehold Leasehold land and land and Motor Office Furniture buildings buildings vehicles equipment and fittings Total $’000 $’000 $’000 $’000 $’000 $’000
Group 2008 Cost or valuation Beginning of financial year Cost – 608 3,514 11,911 32,236 48,269 Valuation 131,337 26,248 – – – 157,585 131,337 26,856 3,514 11,911 32,236 205,854 Transfer (to)/from: – properties held for sale – (8,812) – – – (8,812) – investment properties – 42,053 – – – 42,053 Additions 15 4 1,898 11,304 8,302 21,523 Disposals – (827) (1,314) (5,026) (1,573) (8,740) Write-off – – (80) (3,870) (596) (4,546) Revaluation (deficit)/surplus (5) 7,636 – – – 7,631 Currency translation differences (2,334) (924) (224) (1,125) (1,103) (5,710) End of financial year 129,013 65,986 3,794 13,194 37,266 249,253
Representing: Cost – 451 3,794 13,194 37,266 54,705 Valuation 129,013 65,535 – – – 194,548 129,013 65,986 3,794 13,194 37,266 249,253
Accumulated depreciation Beginning of financial year 1,945 445 1,099 8,165 21,055 32,709 Depreciation charge 872 1,140 985 5,875 2,422 11,294 Disposals – (359) (1,213) (4,947) (862) (7,381) Write-off – – (80) (3,607) (596) (4,283) Currency translation differences (72) (94) (136) (1,039) (972) (2,313) End of financial year 2,745 1,132 655 4,447 21,047 30,026
Net book value End of financial year 126,268 64,854 3,139 8,747 16,219 219,227
WING TAI ANNUAL REPORT 2009 60 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
22. PROPERTY, PLANT AND EQUIPMENT (continued) Freehold land and Motor Office Furniture buildings vehicles equipment and fittings Total $’000 $’000 $’000 $’000 $’000
Company 2009 Cost or valuation Beginning of financial year Cost – 2,005 3,293 9,209 14,507 Valuation 8,094 – – – 8,094 8,094 2,005 3,293 9,209 22,601 Additions – 337 186 904 1,427 Disposals – (158) – (2,665) (2,823) Write-off – – (40) (3) (43) End of financial year 8,094 2,184 3,439 7,445 21,162
Representing: Cost – 2,184 3,439 7,445 13,068 Valuation 8,094 – – – 8,094 8,094 2,184 3,439 7,445 21,162 Accumulated depreciation Beginning of financial year 1,459 667 623 5,040 7,789 Depreciation charge 46 420 176 315 957 Disposals – (140) – – (140) Write-off – – – (3) (3) End of financial year 1,505 947 799 5,352 8,603
Net book value End of financial year 6,589 1,237 2,640 2,093 12,559
2008 Cost or valuation Beginning of financial year Cost – 1,110 2,549 6,605 10,264 Valuation 8,094 – – – 8,094 8,094 1,110 2,549 6,605 18,358 Additions – 1,244 773 3,308 5,325 Disposals – (349) (29) (704) (1,082) End of financial year 8,094 2,005 3,293 9,209 22,601
Representing: Cost – 2,005 3,293 9,209 14,507 Valuation 8,094 – – – 8,094 8,094 2,005 3,293 9,209 22,601 Accumulated depreciation Beginning of financial year 1,414 684 489 4,836 7,423 Depreciation charge 45 320 152 204 721 Disposals – (337) (18) – (355) End of financial year 1,459 667 623 5,040 7,789
Net book value End of financial year 6,635 1,338 2,670 4,169 14,812
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 61 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
22. PROPERTY, PLANT AND EQUIPMENT (continued) The freehold and leasehold land and buildings of the Group and Company were valued by independent professional valuers based on the Direct Market Comparison Method and Investment Method.
If the freehold and leasehold land and buildings stated at valuation were included in the financial statements at cost less accumulated depreciation, their net book values would be as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Freehold land and buildings 39,006 45,522 744 770 Leasehold land and buildings 47,327 48,095 – – 86,333 93,617 744 770
The properties included in freehold and leasehold land and buildings are as follows: Lettable/ land area Location Description Tenure (Sq m)
Singapore Lots 2694 and 5163, Mukim 22, 10-storey warehouse and Freehold 19,830 107 Tampines Road office building and a 5-storey canteen
Lots 94-34, 94-72, 16 units of apartments in Freehold 1,665 2248, 2250 and 2278, a 4-storey building Mukim 22, 19 Valley Road
3 Killiney Road (Basement 1 10-storey commercial 99-year lease 2,794 and 10th floor, Winsland House I) building from 1983
Malaysia 3rd floor, Binova Industrial Centre, Factory, office and 99-year lease 1,206 Jalan 2/57B Segambut Bawah, warehouse expiring 2077 51200 Kuala Lumpur
166-A, Rifle Range Road, Industrial land and 60-year lease 14,983 11400 Pulau Pinang buildings expiring 2033
523, Ayer Puteh Road, Industrial land and Freehold 6,156 Balik Pulau, 11000 Pulau Pinang buildings
57, Parit Buntar Industrial Complex, Industrial land and 60-year lease 15,675 34200 Parit Buntar, Perak buildings expiring 2039
12A-06 and 02-02, 2 units of condominium Freehold 218 72, Scotland Road, 10450 Pulau Pinang housing
Lot 583, Mukim Kota Lama, Industrial land and 60-year lease 10,517 33000 Kuala Kangsar, Perak buildings expiring 2050
Plots 832 and 1522, Jejawi Industrial Industrial land and 60-year leases 12,197 Estate, 02600 Arau, Kangsar, Perlis buildings expiring 2045 and 2051
WING TAI ANNUAL REPORT 2009 62 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
22. PROPERTY, PLANT AND EQUIPMENT (continued) Lettable/ Location Description Tenure land area (Sq m)
Malaysia (continued) No. 1, Jalan Ampang Hilir, 221 units of serviced Freehold 17,452 Kuala Lumpur (Lanson Place apartments in a 20-storey Ambassador Row Residences) building
Various lots in 837- 871, Vacant land Freehold 34,151 1493 and 1617, Mukim 6, Province Wellesley Central, 13600 Pulau Pinang
19-30-03, The Meritz, 19, Jalan Mayang, 1 unit of condominium Freehold 305 Off Jalan Ampang, 50450 Kuala Lumpur housing
The People’s Republic of China Units 7A and 18A, Jin Hua Tower, 2 units of apartments 70-year lease 334 Suzhou Garden Villa, 38 Shi Shan Road, from 1992 Suzhou, Jiangsu
Property, plant and equipment with net book values amounting to $71.1 million (2008: $83.8 million) were mortgaged to banks to secure long term banking facilities granted to subsidiary companies (Note 24).
23. TRADE AND OTHER PAYABLES Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Due to subsidiary companies – non-trade [Note 23(i)] – – 214,550 219,103
Due to associated companies – non-trade [Note 23(ii)] 2,042 3,288 – –
Due to joint venture companies – non-trade [Note 23(ii)] 10,474 3,569 – –
Due to related companies – non-trade [Note 23(ii)] 367 382 – –
Due to an investee company – non-trade [Note 23(ii)] 4,378 – – –
Accrued project costs 21,878 27,937 – – Accrued operating expenses 35,737 44,678 4,358 4,802 Trade creditors 32,252 42,124 – – Other creditors 14,903 11,531 2,410 2,383 Tenancy deposits 2,454 2,530 250 259 107,224 128,800 7,018 7,444
Total trade and other payables 124,485 136,039 221,568 226,547
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 63 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
23. TRADE AND OTHER PAYABLES (continued) (i) Non-trade amounts due to subsidiary companies are unsecured and repayable on demand. Included in the amounts due to subsidiary companies are fixed interest rate payables of $40.7 million (2008: $25.5 million) and floating interest rate payables of $19.7 million (2008: $25.1 million).
(ii) Non-trade amounts due to associated, joint venture, related and investee companies are unsecured, interest-free and repayable on demand.
The carrying amounts of trade and other payables approximated their fair values.
The weighted average effective interest rates at the balance sheet date were as follows: Company 2009 2008 SGD SGD % %
Due to subsidiary companies 2.9 2.3
24. BORROWINGS Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Current Secured term loan 6,574 6,485 – – Unsecured bank loans 14,101 10,614 – – Unsecured medium term notes due 2010 50,000 – 50,000 – 70,675 17,099 50,000 –
Non-current Secured bank loans 725,876 657,976 – – Unsecured medium term notes due 2010 – 50,000 – 50,000 Unsecured medium term notes due 2011 100,000 100,000 100,000 100,000 Unsecured transferable loan facility 125,000 125,000 125,000 125,000 Unsecured bank loans 173,581 144,334 20,000 – 1,124,457 1,077,310 245,000 275,000
Total borrowings 1,195,132 1,094,409 295,000 275,000
The carrying amounts of total borrowings approximated their fair values.
(a) Interest rate risks The weighted average effective interest rates at the balance sheet date were as follows: Group 2009 2008 SGD RM USD HKD SGD RM USD HKD % % % % % % % %
Current Secured term loan – 3.4 – – – 4.9 – – Unsecured bank loans – 2.8 – – – 4.3 4.6 – Unsecured medium term notes due 2010 3.8 – – – – – – –
WING TAI ANNUAL REPORT 2009 64 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
24. BORROWINGS (continued) (a) Interest rate risks (continued) Group (continued) 2009 2008 SGD RM USD HKD SGD RM USD HKD % % % % % % % %
Non-current Secured bank loans 2.7 3.4 – – 2.7 4.9 – – Unsecured medium term notes due 2010 – – – – 3.8 – – – Unsecured medium term notes due 2011 5.0 – – – 5.0 – – – Unsecured transferable loan facility 2.1 – – – 2.4 – – – Unsecured bank loans 2.6 – – 1.4 4.0 – – 2.7
Company 2009 2008 SGD SGD % %
Current Unsecured medium term notes due 2010 3.8 –
Non-current Unsecured medium term notes due 2010 – 3.8 Unsecured medium term notes due 2011 5.0 5.0 Unsecured transferable loan facility 2.1 2.4 Unsecured bank loans 2.4 –
The exposure of the borrowings of the Group and of the Company to interest rate changes and the contractual repricing dates at the balance sheet date are as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Less than one year 415,366 357,075 70,000 – Between one and two years 100,000 145,918 100,000 75,000 Between two and five years 605,187 491,416 125,000 200,000 More than five years 74,579 100,000 – – 1,195,132 1,094,409 295,000 275,000
(b) Security granted The secured borrowings are secured on the following assets: Group 2009 2008 Note $’000 $’000
Development properties 14 903,161 764,189 Investment properties 21 440,325 550,907 Property, plant and equipment 22 71,116 83,849 1,414,602 1,398,945
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 65 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
25. DIVIDENDS Group and Company 2009 2008 $’000 $’000
Dividends paid in respect of the preceding financial year First and final tax exempt (one-tier) cash dividend of 3 cents per share (2008: 3 cents per share less tax of 18%) 23,554 17,736 Special tax exempt (one-tier) cash dividend of 3 cents per share (2008: 5 cents per share less tax of 18%) 23,554 29,559 Special rights dividend of 25 cents per share less tax of 18% – 147,797 47,108 195,092
The directors have recommended a first and final tax exempt (one-tier) cash dividend in respect of the financial year ended 30 June 2009 of 3 cents per share and a special tax exempt (one-tier) cash dividend of 1 cent per share. These financial statements do not reflect these proposed dividends, which will be accounted for in the shareholders’ equity as an appropriation of retained earnings in the financial year ending 30 June 2010.
The proposed first and final tax exempt (one-tier) cash dividend and special tax exempt (one-tier) cash dividend in respect of the financial year ended 30 June 2008 have been accounted for in the shareholders’ equity as an appropriation of retained earnings in the current financial year.
26. OTHER NON-CURRENT LIABILITIES Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Tenancy deposits 4,233 3,917 125 67 Loans from minority shareholders 104,730 124,481 – – Others 3,062 3,060 9,655 9,436 112,025 131,458 9,780 9,503
Loans from minority shareholders are unsecured, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. Included in the loans from minority shareholders are fixed interest rate amounts of $50.4 million (2008: $48.2 million) which bear a weighted average effective interest rate of 4% (2008: 4%) per annum at the balance sheet date.
The carrying amounts of other non-current liabilities approximated their fair values.
27. SHARE CAPITAL Group and Company Issued share capital Number of ordinary shares Amount ’000 $’000
2009 Beginning of financial year 793,344 837,585 Issue of shares on exercise of share options 116 105 End of financial year 793,460 837,690
2008 Beginning of financial year 719,421 688,316 Rights issue 72,096 147,297 Issue of shares on exercise of share options 1,827 1,972 End of financial year 793,344 837,585
WING TAI ANNUAL REPORT 2009 66 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
27. SHARE CAPITAL (continued) The issued and paid up capital increased due to the:
(i) Issuance of 116,600 (2008: 1,827,300) new ordinary shares upon the exercise of employee share options at the exercise price of between $0.677 and $1.30 (2008: $0.653 and $1.81).
(ii) Renounceable non-underwritten rights issue of Nil (2008: 72,095,958) new ordinary shares in the capital of the Company at an issue price of $2.05 for each rights share, on the basis of one rights share for every ten existing ordinary shares of the Company held.
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. The newly issued shares rank pari passu in all respects with the previously issued shares.
The Wing Tai Holdings Limited (2001) Share Option Scheme (the “Scheme”) The Scheme was approved and adopted by the members of the Company at an Extraordinary General Meeting (“EGM”) held on 31 August 2001. The Scheme was terminated by the members of the Company at an EGM held on 30 October 2008 (without prejudice to the rights of holders of options thereunder in respect of options which have been granted).
Movements in the number of unissued ordinary shares under options during the financial year and their exercise prices were as follows:
Number of options Number of options Exercise Date of grant As at 01.07.2008 exercised forfeited As at 30.06.2009 price ($) Expiry date
2009 02.11.2001 22,000 – – 22,000 0.616 01.11.2011 28.11.2003 17,600 12,100 5,500 – 0.677 27.11.2013 19.11.2004 568,700 88,000 – 480,700 0.849 18.11.2014 30.09.2005 825,400 16,500 – 808,900 1.300 29.09.2015 05.09.2006 1,462,200 – 43,200 1,419,000 1.645 04.09.2016 06.09.2007 2,194,500 – 115,500 2,079,000 3.136 05.09.2017 Total 5,090,400 116,600 164,200 4,809,600
Number of options Number of options Number of options Exercise Date of grant As at 01.07.2007 granted exercised forfeited As at 30.06.2008 price ($) Expiry date
2008 02.11.2001 195,000 2,000 175,000 – 22,000 0.616 01.11.2011 05.11.2002 215,000 – 205,000 10,000 – 0.653 04.11.2012 28.11.2003 470,000 1,600 454,000 – 17,600 0.677 27.11.2013 19.11.2004 785,000 58,600 274,900 – 568,700 0.849 18.11.2014 30.09.2005 1,184,000 82,000 418,400 22,200 825,400 1.300 29.09.2015 05.09.2006 1,700,000 137,100 300,000 74,900 1,462,200 1.645 04.09.2016 06.09.2007 – 2,483,000 – 288,500 2,194,500 3.136 05.09.2017 Total 4,549,000 2,764,300 1,827,300 395,600 5,090,400
Out of the outstanding options on 4,809,600 (2008: 5,090,400) shares, options on 2,642,600 (2008: 1,139,300) shares are exercisable. Options exercised during the financial year resulted in 116,600 (2008: 1,827,300) shares being issued at an average price of $0.90 (2008: $1.08) per share. The weighted average share price at the time of issue was $1.20 (2008: $3.42) per share.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 67 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
27. SHARE CAPITAL (continued) Share Plans The Wing Tai Performance Share Plan (“Wing Tai PSP”) and the Wing Tai Restricted Share Plan (“Wing Tai RSP”) (collectively referred to as the “Share Plans”) were adopted by the members of the Company at an EGM held on 30 October 2008.
On 18 May 2009, awards were granted by the Company to qualifying employees pursuant to the Wing Tai RSP in respect of 2,246,000 shares of the Company. The shares have a vesting schedule of three years and the participant will receive fully paid shares, without any cash consideration payable by the participant.
The fair value of the awards granted on 18 May 2009 determined using the Monte Carlo simulation model was $2,573,000. The significant inputs into the model were share price at grant date of $1.20 per share, standard deviation of expected share price returns of 49.1%, dividend yield of 2.4% and annual risk-free interest rates of 0.3% (one-year), 0.4% (two-years) and 0.6% (three-years). The volatility measured at the standard deviation of expected share price returns is based on the statistical analysis of monthly share prices over the past three years.
28. OTHER RESERVES Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Share-based payment reserve 5,641 4,419 5,383 4,204 Cash flow hedge reserve (24,740) (8,735) (3,226) 2,244 Asset revaluation reserve 79,855 84,891 5,885 5,885 Share of capital reserves of associated and joint venture companies 14,576 12,210 – – Currency translation reserve (55,512) (79,870) – – Treasury shares reserve (17,711) (7,172) (17,711) (7,172) Statutory reserve 774 137 – – 2,883 5,880 (9,669) 5,161
(a) Share-based payment reserve Beginning of financial year 4,419 2,660 4,204 2,512 Employee share plans and share option scheme: – Value of employee services (Notes 6 and 27) 1,256 1,816 1,179 1,692 Minority interests (34) (57) – – End of financial year 5,641 4,419 5,383 4,204
(b) Cash flow hedge reserve Beginning of financial year (8,735) (10,063) 2,244 (10,019) Fair value (losses)/gains on cash flow hedges (25,724) 437 (7,832) (1,735) Transfer to development properties 3,083 686 – – Transfer to income statement 6,636 205 2,362 13,998 End of financial year (24,740) (8,735) (3,226) 2,244
WING TAI ANNUAL REPORT 2009 68 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
28. OTHER RESERVES (continued) Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
(c) Asset revaluation reserve Beginning of financial year 84,891 81,627 5,885 5,885 (Deficit)/surplus on revaluation of property, plant and equipment (Note 22) (6,788) 7,631 – – Deferred income tax credited/(charged) to equity [Note 8(b)] 2,498 (3,979) – – Transfer to retained earnings upon realisation (84) (664) – – Minority interests (662) 276 – – End of financial year 79,855 84,891 5,885 5,885
(d) Share of capital reserves of associated and joint venture companies Beginning of financial year 12,210 28,320 – – Share of capital reserves of associated companies 4,085 (17,470) – – Share of capital reserves of joint venture companies (1,580) – – – Minority interests (139) 1,360 – – End of financial year 14,576 12,210 – –
Capital reserves of associated and joint venture companies arise from currency translation and other reserves which are not distributable.
(e) Currency translation reserve Beginning of financial year (79,870) (26,616) – – Translation of financial statements of foreign subsidiary, associated and joint venture companies 20,977 (47,116) – – Translation of foreign currency denominated loans which are quasi-equity in nature 2,138 (13,787) – – Minority interests 1,243 7,649 – – End of financial year (55,512) (79,870) – –
(f) Treasury shares reserve Beginning of financial year (7,172) – (7,172) – Purchase of treasury shares (10,539) (7,172) (10,539) (7,172) End of financial year (17,711) (7,172) (17,711) (7,172)
(g) Statutory reserve Beginning of financial year 137 – – – Transfer from retained earnings 852 182 – – Minority interests (215) (45) – – End of financial year 774 137 – –
Total other reserves 2,883 5,880 (9,669) 5,161
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 69 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
29. RETAINED EARNINGS (a) Retained earnings of the Group are distributable except for accumulated retained earnings of associated and joint venture companies amounting to $188.1 million (2008: $207.0 million), and the amount of $17.7 million (2008: $7.2 million) utilised to purchase treasury shares. Retained earnings of the Company are distributable except for the amount of $17.7 million (2008: $7.2 million) utilised to purchase treasury shares.
(b) Movements in retained earnings for the Company were as follows: Company 2009 2008 $’000 $’000
Beginning of financial year 75,412 239,690 Net profit 44,938 30,814 Dividends paid (Note 25) (47,108) (195,092) End of financial year 73,242 75,412
30. COMMITMENTS (a) Capital commitments Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements, excluding those relating to investments in joint venture companies (Note 19), are analysed as follows: Group 2009 2008 $’000 $’000
Commitments in respect of contracts placed 192,375 260,481
(b) Operating lease commitments – where a group company is a lessee The Group leases various retail units under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The lease expenditure charged to the income statement during the financial year is disclosed in Note 5.
The future minimum lease payable under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows: Group 2009 2008 $’000 $’000
Not later than one year 36,295 32,209 Between one and five years 42,933 38,016 79,228 70,225
(c) Operating lease commitments – where a group company is a lessor The Group and Company leases out office units and serviced apartments under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.
WING TAI ANNUAL REPORT 2009 70 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
30. COMMITMENTS (continued) (c) Operating lease commitments – where a group company is a lessor (continued) The future minimum lease receivable under non-cancellable operating leases contracted for at the balance sheet date but not recognised as receivables, are as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Not later than one year 23,670 19,378 1,294 1,189 Between one and five years 14,606 18,866 641 1,122 38,276 38,244 1,935 2,311
31. CONTINGENT LIABILITIES The details and estimates of maximum amounts of contingent liabilities, excluding those relating to investments in associated companies (Note 18), were as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Guarantees issued to banks for credit facilities granted to: – subsidiary companies – – 212,003 203,667 – associated companies 8,280 8,280 8,280 8,280 – joint venture companies 26,800 – 26,800 – 35,080 8,280 247,083 211,947
The Company has given guarantees for all liabilities of a subsidiary company incurred under a tender bond facility amounting to $15.0 million (2008: $15.0 million) granted by a bank to the subsidiary company.
32. FINANCIAL RISK MANAGEMENT Financial risk factors The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the Group’s financial performance. After identifying and evaluating its exposure to the financial risks, the Group establishes policies to monitor and manage these risks in accordance with its risk management philosophy. The Group uses financial instruments such as currency forwards, cross currency swaps, interest rate swaps and foreign currency borrowings to hedge certain financial risk exposures.
(a) Market risk (i) Currency risk The Group operates in Asia with dominant operations in Singapore, Malaysia, Hong Kong SAR and the People’s Republic of China. Entities in the Group may transact in currencies other than their respective functional currencies. Currency risk arises within entities in the Group when transactions are denominated in foreign currencies. The Group may enter into currency forwards to hedge its foreign currency transactions.
The Group also holds long-term overseas investments and its net assets are exposed to currency translation risk. The Group uses natural hedging opportunities, like borrowing in the currency of the country in which these investments are located whenever practicable. The exchange differences arising from such translations are captured under the currency translation reserve. These translation differences are reviewed and monitored on a regular basis.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 71 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) The Group’s currency exposure is as follows: SGD RM USD HKD Other Total $’000 $’000 $’000 $’000 $’000 $’000
2009 Financial assets Cash and cash equivalents 312,249 20,963 18,398 721 37,243 389,574 Available-for-sale financial assets 7,170 – – – – 7,170 Trade and other receivables (current and non-current) 264,066 19,531 2,002 2,005 24 287,628 Other financial assets 12,027 2,450 112 10 984 15,583 595,512 42,944 20,512 2,736 38,251 699,955
Financial liabilities Trade and other payables (current and non-current) (70,451) (31,620) (3,949) (12,057) (6,408) (124,485) Borrowings (1,017,783) (40,768) (57,579) (79,002) – (1,195,132) Other financial liabilities (103,351) (2) (5,612) – – (108,965) (1,191,585) (72,390) (67,140) (91,059) (6,408) (1,428,582)
Net financial (liabilities)/assets (596,073) (29,446) (46,628) (88,323) 31,843 (728,627)
Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 578,262 37,997 59,541 8,449 (35,077) Firm commitments and highly probable forecast transactions in foreign currencies – – (1,382) – (8,617) Currency forwards and cross currency swaps (57,579) – 2,686 – 11,569 Currency exposure (75,390) 8,551 14,217 (79,874) (282)
WING TAI ANNUAL REPORT 2009 72 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) SGD RM USD HKD Other Total $’000 $’000 $’000 $’000 $’000 $’000
2008 Financial assets Cash and cash equivalents 360,290 19,252 16,969 2,475 46,120 445,106 Available-for-sale financial assets 7,170 – – – – 7,170 Trade and other receivables (current and non-current) 243,463 16,449 2,521 4,314 8 266,755 Other financial assets 17,595 1,508 137 2,452 769 22,461 628,518 37,209 19,627 9,241 46,897 741,492
Financial liabilities Trade and other payables (current and non-current) (83,900) (33,281) (3,303) (6,449) (9,106) (136,039) Borrowings (929,708) (37,234) (54,051) (73,416) – (1,094,409) Other financial liabilities (123,095) (48) (5,255) – – (128,398) (1,136,703) (70,563) (62,609) (79,865) (9,106) (1,358,846)
Net financial (liabilities)/assets (508,185) (33,354) (42,982) (70,624) 37,791 (617,354)
Net financial liabilities/(assets) denominated in the respective entities’ functional currencies 489,409 43,836 55,884 2,953 (39,879) Firm commitments and highly probable forecast transactions in foreign currencies – – (3,833) – (5,103) Currency forwards and cross currency swaps (53,918) – 5,951 – 9,481 Currency exposure (72,694) 10,482 15,020 (67,671) 2,290
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 73 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) The Company’s currency exposure is as follows: SGD USD HKD Total $’000 $’000 $’000 $’000
2009 Financial assets Cash and cash equivalents 167,995 26 652 168,673 Available-for-sale financial assets 3,189 – – 3,189 Trade and other receivables (current and non-current) 810,449 41,688 65,475 917,612 Other financial assets 1,258 1 2 1,261 982,891 41,715 66,129 1,090,735
Financial liabilities Trade and other payables (current and non-current) (151,528) (34,187) (35,853) (221,568) Borrowings (295,000) – – (295,000) Other financial liabilities (125) – – (125) (446,653) (34,187) (35,853) (516,693)
Net financial assets 536,238 7,528 30,276 574,042
Net financial assets denominated in the Company’s functional currency (536,238) – – Currency exposure – 7,528 30,276
2008 Financial assets Cash and cash equivalents 148,883 44 2,420 151,347 Available-for-sale financial assets 3,189 – – 3,189 Trade and other receivables (current and non-current) 853,939 25,719 54,205 933,863 Other financial assets 1,066 2 1 1,069 1,007,077 25,765 56,626 1,089,468
Financial liabilities Trade and other payables (current and non-current) (125,882) (28,544) (25,680) (180,106) Borrowings (275,000) – – (275,000) Other financial liabilities (43,034) (3,474) – (46,508) (443,916) (32,018) (25,680) (501,614)
Net financial assets/(liabilities) 563,161 (6,253) 30,946 587,854
Net financial assets denominated in the Company’s functional currency (563,161) – – Currency exposure – (6,253) 30,946
WING TAI ANNUAL REPORT 2009 74 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) If the RM, USD and HKD change against the SGD by 1% (2008: 1%) each with all other variables including tax rate being held constant, the effects arising from the net financial asset/liability position will be as follows: Increase/(Decrease) Profit after tax 2009 2008 $’000 $’000
Group RM against SGD – strengthened 86 105 – weakened (86) (105)
USD against SGD – strengthened 156 189 – weakened (156) (189)
HKD against SGD – strengthened (799) (677) – weakened 799 677
Company USD against SGD – strengthened 75 (63) – weakened (75) 63
HKD against SGD – strengthened 303 309 – weakened (303) (309)
(ii) Cash flow and fair value interest rate risks Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates.
The Group’s exposure to cash flow interest rate risks arises mainly from variable rate borrowings. The Group manages these cash flow interest rate risks by maintaining a prudent mix of fixed and floating rate borrowings and using floating-to-fixed interest rate swaps.
The Group’s borrowings at variable rates on which effective hedges have not been entered into, are denominated mainly in SGD. If the SGD interest rates increase/decrease by 1% (2008: 1%) with all other variables including tax rate being held constant, the profit after tax will be lower/higher by $3,390,000 (2008: $2,856,000) as a result of higher/lower interest expense on these borrowings.
(b) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The major classes of financial assets of the Group and of the Company are bank deposits and trade and other receivables. The Group has no significant concentration of credit risk with any single entity. The Group has policies in place to ensure that sales of products and services are made only to customers with acceptable credit standing. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 75 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (b) Credit risk (continued) As the Group and the Company does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet, except as disclosed in Note 31.
The credit risk for trade receivables is as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
By business segments Development properties 42,785 18,723 – – Investment properties 1,130 931 – – Retail 2,139 2,277 – – Others 2,771 4,218 50 40 48,825 26,149 50 40
(i) Financial assets that are neither past due nor impaired Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies. Trade and other receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group.
(ii) Financial assets that are past due and/or impaired There is no other class of financial assets that is past due and/or impaired except for trade and other receivables.
The age analysis of trade receivables past due but not impaired is as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Past due less than 3 months 2,306 5,508 50 40 Past due 3 to 6 months 90 651 – – Past due over 6 months 1,068 849 – – 3,464 7,008 50 40
The carrying amount of trade and other receivables individually determined to be impaired and the movement in the related allowance for impairment are as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Gross amount 8,720 7,785 368,404 335,478 Less: Allowance for impairment (8,720) (7,671) (157,469) (146,080) – 114 210,935 189,398
Beginning of financial year 7,671 12,611 146,080 120,027 Allowance made/(written back) 1,075 (4,023) 11,389 26,053 Allowance utilised (32) (807) – – Currency translation differences 6 (110) – – End of financial year 8,720 7,671 157,469 146,080
The impaired trade and other receivables arose mainly from loans to subsidiary and joint venture companies for which recoverability is uncertain.
WING TAI ANNUAL REPORT 2009 76 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (c) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. The Group adopts prudent liquidity risk management by maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group constantly raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with short term funding so as to achieve overall cost effectiveness.
The table below analyses the maturity profile of the Group’s and the Company’s financial liabilities (including derivative financial liabilities) based on contractual undiscounted cash flows. Less than Between Between 1 year 1 and 2 years 2 and 5 years Over 5 years $’000 $’000 $’000 $’000
Group 2009 Net-settled interest rate swaps 12,962 11,453 17,837 54 Gross-settled cross currency swap – Receipts – – – (57,579) – Payments 979 979 2,940 65,696 Gross-settled currency forwards – Receipts (16,055) – – – – Payments 16,106 – – – Trade and other payables 124,485 – – – Borrowings 101,357 238,604 880,535 75,086 Other financial liabilities – 110,066 916 – 239,834 361,102 902,228 83,257 2008 Net-settled interest rate swaps 3,620 3,408 7,954 292 Gross-settled cross currency swap – Receipts – (53,918) – – – Payments 679 66,130 – – Gross-settled currency forwards – Receipts (15,432) – – – – Payments 16,524 – – – Trade and other payables 136,039 – – – Borrowings 47,818 288,810 760,993 101,450 Other financial liabilities – 128,557 2,417 – 189,248 432,987 771,364 101,742
Company 2009 Trade and other payables 223,296 – – – Borrowings 58,582 108,047 151,170 – Other financial liabilities – 51 74 – 281,878 108,098 151,244 – 2008 Trade and other payables 227,711 – – – Borrowings 9,971 84,520 211,750 – Other financial liabilities – 67 – – 237,682 84,587 211,750 –
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 77 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
32. FINANCIAL RISK MANAGEMENT (continued) (d) Capital risk The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.
Management monitors capital based on debt-equity ratio. The debt-equity ratio is calculated as net debt divided by shareholders’ equity. Net debt is calculated as borrowings less cash and cash equivalents. Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000
Borrowings 1,195,132 1,094,409 295,000 275,000 Cash and cash equivalents (389,574) (445,106) (168,673) (151,347) Net debt 805,558 649,303 126,327 123,653
Shareholders’ equity 1,575,916 1,605,524 901,263 918,158 Debt-equity ratio 51% 40% 14% 13%
The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended 30 June 2008 and 2009.
33. RELATED PARTY TRANSACTIONS In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions took place between the Group and related parties during the financial year at terms agreed between the parties:
(a) Rendering of services Group 2009 2008 $’000 $’000
Commission income received from: – associated companies 34 40 – joint venture companies 74 403
Management and service fees received from: – associated companies 1,440 1,962 – joint venture companies 3,861 1,455
Management fees paid to an associated company 1,004 1,071
Reimbursement of administrative costs and service fees to an associated company 66 100
Reimbursement of administrative costs and service fees from: – an associated company 2,748 2,184 – joint venture companies 1,156 –
Financial, secretarial and administrative fees received from: – associated companies 6 15 – joint venture companies 81 75
Rental income from an associated company 2,181 2,170
WING TAI ANNUAL REPORT 2009 78 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
33. RELATED PARTY TRANSACTIONS (continued) (b) Key management personnel compensation Key management personnel compensation is as follows: Group 2009 2008 $’000 $’000
Salaries and other short term employee benefits 9,118 8,591 Share-based payment 368 453 9,486 9,044
Included in the above is compensation to directors of the Company which amounted to $6.2 million (2008: $4.9 million).
34. SEGMENT INFORMATION (a) Primary reporting format - business segments As at 30 June 2009, the Group is organised into three main business segments – development properties, investment properties and retail. Other operations of the Group comprise mainly garment manufacturing and investment holding, neither of which constitutes a separately reportable segment. Development Investment properties properties Retail Others Group $’000 $’000 $’000 $’000 $’000
2009 Revenue 286,906 37,699 160,934 21,795 507,334
Segment result 128,792 (84,033) 7,677 (24,581) 27,855 Interest income 7,479 35,334 Finance costs (26,619) Share of profit/(loss) of associated and joint venture companies 17,221 (4,081) 1,387 16,718 31,245 Profit before income tax 39,960 Income tax expense (10,965) Total profit 28,995
Segment assets 1,414,569 511,449 52,907 421,172 2,400,097 Investments in associated companies – 9,331 9,654 478,593 497,578 Investments in joint venture companies 149,782 – 3,125 35 152,942 Due from associated and joint venture companies 206,530 337 772 7,890 215,529 1,770,881 521,117 66,458 907,690 3,266,146 Unallocated assets 2,789 Consolidated total assets 3,268,935
Segment liabilities 114,784 12,747 22,059 111,948 261,538 Borrowings 531,430 214,296 – 449,406 1,195,132 646,214 227,043 22,059 561,354 1,456,670 Unallocated liabilities 96,591 Consolidated total liabilities 1,553,261
Capital expenditure 214 1,708 4,412 3,598 9,932 Depreciation 629 1,432 6,380 4,066 12,507
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 79 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
34. SEGMENT INFORMATION (continued) (a) Primary reporting format – business segments (continued) Development Investment properties properties Retail Others Group $’000 $’000 $’000 $’000 $’000
2008 Revenue 163,653 33,687 161,654 69,179 428,173
Segment result 45,590 112,372 3,035 35,662 196,659 Interest income 8,096 204,755 Finance costs (27,405) Share of profit of associated and joint venture companies 69,000 2,418 2,723 48,863 123,004 Profit before income tax 300,354 Income tax expense (45,120) Total profit 255,234
Segment assets 1,316,244 629,951 57,644 381,211 2,385,050 Investments in associated companies – 13,412 10,459 427,590 451,461 Investments in joint venture companies 175,629 - - 34 175,663 Due from associated and joint venture companies 208,814 346 651 4,264 214,075 1,700,687 643,709 68,754 813,099 3,226,249 Unallocated assets 6,385 Consolidated total assets 3,232,634
Segment liabilities 182,167 10,989 25,627 63,639 282,422 Borrowings 482,856 187,894 – 423,659 1,094,409 665,023 198,883 25,627 487,298 1,376,831 Unallocated liabilities 104,268 Consolidated total liabilities 1,481,099
Capital expenditure 402 5,386 9,859 8,060 23,707 Depreciation 214 1,311 6,089 3,680 11,294
(b) Secondary reporting format – geographical segments The Group’s three main business segments operate in three main geographical areas – Singapore, the People’s Republic of China (“PRC”)/Hong Kong SAR and Malaysia. Revenue Total assets Capital expenditure 2009 2008 2009 2008 2009 2008 $’000 $’000 $’000 $’000 $’000 $’000
Singapore 401,998 238,652 2,299,919 2,337,261 6,688 16,805 PRC/Hong Kong SAR – 23,218 582,525 504,474 243 30 Malaysia 105,336 166,303 371,280 376,173 3,001 6,872 Other countries – – 15,211 14,726 – – 507,334 428,173 3,268,935 3,232,634 9,932 23,707
WING TAI ANNUAL REPORT 2009 80 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
35. COMPANIES IN THE GROUP Information relating to the companies in the Group is given below, with the exception of inactive and dormant companies. Singapore- incorporated subsidiary and associated companies in which the Group has management control are audited by PricewaterhouseCoopers LLP, unless otherwise indicated. Equity held by the Group Country of incorporation/ 2009 2008 Name of companies place of business Principal activities % %
(a) Wing Tai Holdings Limited Singapore Investment holding n/a n/a
(b) Subsidiary companies DNP Holdings Berhad ! Malaysia-Quoted Manufacturing and trading of 55.4 55.3 on Bursa Malaysia garments, property investment and Securities Berhad development and investment holding
Angel Wing (M) *, ! Malaysia Property development 55.4 55.3 Sdn Bhd
Brave Dragon Ltd *, % British Virgin Investment holding 89.4 89.4 Islands (“BVI”)/ Hong Kong SAR
Crossbrook # BVI/ Investment holding 100 100 Group Ltd Hong Kong SAR
DNP Clothing *, ! Malaysia Retailing of garments 55.4 55.3 Sdn Bhd
DNP Garment *, ! Malaysia Manufacture of textile garments 55.4 55.3 Manufacturing Sdn Bhd
DNP Land *, ! Malaysia Property development 55.4 55.3 Sdn Bhd
DNP Property *, ! Malaysia Project management and 55.4 55.3 Management maintenance of properties Sdn Bhd
Dragon & Phoenix *, ! Malaysia Manufacture of textile garments 55.4 55.3 Serba Pakaian Sdn Bhd
Fox Fashion * Singapore Retailing of garments 100 100 Apparel (S) Pte Ltd
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 81 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
35. COMPANIES IN THE GROUP (continued) Equity held by the Group Country of incorporation/ 2009 2008 Name of companies place of business Principal activities % %
(b) Subsidiary companies (continued) Grand Eastern *, ! Malaysia Property development 55.4 55.3 Realty & Development Sdn Bhd
Harta-Aman *, ! Malaysia Property development 55.4 55.3 Sdn Bhd
Hartamaju *, ! Malaysia Property development 55.4 55.3 Sdn Bhd
Jiaxin (Suzhou) *, @ The People’s Property development, 75 75 Property Development Republic of China investment and management Co., Ltd (“PRC”)
P.T. Windas *, @ Indonesia Property investment and 58.9 58.8 Development development
Sedi-Intan Sdn Bhd *, ! Malaysia Trading in garments 55.4 55.3
Seniharta Sdn Bhd *, ! Malaysia Property investment 55.4 55.3
Sri Rampaian Sdn Bhd *, ! Malaysia Manufacture of textile garments 55.4 55.3
Starpuri Development *, ! Malaysia Property development 55.4 55.3 Sdn Bhd
Suzhou Property * Singapore Property development and 75 75 Development Pte Ltd investment holding
Tanahnaga Sdn Bhd *, ! Malaysia Property development 55.4 55.3
Winace * Singapore Investment holding 100 100 Investment Pte Ltd
Wincharm * Singapore Investment holding 100 100 Investment Pte Ltd
Windeal * Singapore/ Property investment 100 100 Investment Pte Ltd PRC
Wingold * Singapore Investment holding 100 100 Investment Pte Ltd
Winglow Investment * Singapore Investment holding 100 100 Pte. Ltd.
WING TAI ANNUAL REPORT 2009 82 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
35. COMPANIES IN THE GROUP (continued) Equity held by the Group Country of incorporation/ 2009 2008 Name of companies place of business Principal activities % %
(b) Subsidiary companies (continued) Winmax * Singapore Property investment 100 100 Investment Pte Ltd
Winnervest * Singapore Property investment and 100 100 Investment Pte Ltd development
Winnorth * Singapore Property investment and 100 100 Investment Pte Ltd development
Winquest * Singapore Property investment and 60 60 Investment Pte Ltd development
Winrose * Singapore Property investment and 100 100 Investment Pte Ltd development
Winshine * Singapore Property investment 100 100 Investment Pte Ltd
Winsland * Singapore Property investment 100 100 Investment Pte Ltd
Winswift * Singapore Investment holding 55.4 55.3 Investment Pte Ltd
Wintrust * Singapore Property investment, 100 100 Investment Pte Ltd development and investment holding
Winworth * Singapore Property investment and 85 85 Investment Pte Ltd development
Wing Mei (M) *, ! Malaysia Property investment 55.4 55.3 Sdn Bhd
Wing Tai (China) * Singapore Investment holding 100 100 Investment Pte. Ltd
Wing Tai (China) * Singapore Property investment and 100 100 Management Pte. Ltd. development
Wing Tai Branded * Singapore Café operator and retailer 100 100 Lifestyle Pte. Ltd. for household appliances, articles and equipment
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 83 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
35. COMPANIES IN THE GROUP (continued) Equity held by the Group Country of incorporation/ 2009 2008 Name of companies place of business Principal activities % %
(b) Subsidiary companies (continued) Wing Tai * Singapore Retailing of garments 100 100 Clothing Pte Ltd
Wing Tai Investment Singapore Management and 100 100 & Development Pte Ltd administration of projects and investment holding
Wing Tai Investment * Singapore Management of investment 100 100 Management Pte Ltd properties
Wing Tai Land Singapore Investment holding 100 100 Pte Ltd
Wing Tai Property * Singapore Project management and 100 100 Management Pte Ltd maintenance of properties
Wing Tai Retail Pte. Ltd. Singapore Investment holding 100 100
Wing Tai Retail * Singapore Management of retail 100 100 Management Pte. Ltd. operations
Yoshinoya (S) Pte Ltd * Singapore Restaurant operator 100 100
(c) Associated companies USI Holdings Limited *, % Bermuda- Property development, property 33.9 32.5 Quoted on The investment and management, Stock Exchange hospitality investment and of Hong Kong Limited management, garment /Hong Kong SAR manufacturing and trading, branded products distribution and other investing activities
Burlington Square *, & Singapore Property investment 50 50 Investment Pte Ltd
Burlington Square *, & Singapore Property trading 50 50 Properties Pte Ltd
G2000 Apparel (S) * Singapore Retailing of garments 45 45 Pte Ltd
WING TAI ANNUAL REPORT 2009 84 FINANCIAL REPORTS NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
35. COMPANIES IN THE GROUP (continued) Equity held by the Group Country of incorporation/ 2009 2008 Name of companies place of business Principal activities % %
(d) Joint venture companies Choice Homes *, ^ Singapore Property investment and 30 30 Beta Pte Ltd development
Orwin Development * Singapore Property investment and 40 40 Limited development
Summervale Properties *, & Singapore Property investment and 50 50 Pte Ltd development
Winpeak Investment * Singapore Property investment and 45 45 Pte Ltd development
Winpride Investment * Singapore Property investment and 40 40 Pte. Ltd. development
Uniqlo (Singapore) *, ~ Singapore Retailing of garments 49 – Pte. Ltd.
n/a: not applicable
* Held by Group companies. ! Audited by Ernst and Young, Malaysia. # These companies are not required to be audited by law in the country of incorporation, but the unaudited financial statements are reviewed by PricewaterhouseCoopers LLP, Singapore as part of the audit of the consolidated financial statements. % Audited by PricewaterhouseCoopers, Hong Kong. @ Audited by other PricewaterhouseCoopers firms outside Singapore. & Audited by KPMG LLP, Singapore. ^ Audited by Deloitte & Touche LLP, Singapore. ~ Audited by Ernst and Young LLP, Singapore.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 85 NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2009
36. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 July 2009 or later periods and which the Group has not early adopted. The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below:
(a) FRS 1(R) Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2009) The revised standard requires:
• All changes in equity arising from transactions with owners in their capacity as owners to be presented separately from components of comprehensive income; • Components of comprehensive income not to be included in statement of changes in equity; • Items of income and expenses and components of other comprehensive income to be presented either in a single statement of comprehensive income with subtotals, or in two separate statements (a separate statement of profit and loss followed by a statement of comprehensive income); and • Presentation of restated balance sheet as at the beginning of the comparative period when entities make restatements or reclassifications of comparative information.
The revisions also include changes in the titles of some of the financial statements’ primary statements.
The Group will apply the revised standard from 1 July 2009 and provide comparative information that conforms to the requirements of the revised standard. The key impact of the application of the revised standard is the presentation of an additional primary statement, that is, the statement of comprehensive income.
(b) FRS 108 Operating Segments (effective for annual periods beginning on or after 1 January 2009) FRS 108 supersedes FRS 14 Segment Reporting and requires the Group to report the financial performance of its operating segments based on the information used internally by management for evaluating segment performance and deciding on allocation of resources. Such information may be different from the information included in the financial statements, and the basis of its preparation and reconciliation to the amounts recognised in the financial statements shall be disclosed.
The Group will apply FRS 108 from 1 July 2009 and provide comparative information that conforms to the requirements of FRS 108. The Group does not expect the new operating segments to be significantly different from the business segments currently disclosed.
(c) Revised FRS 23 Borrowing Costs (effective for annual periods beginning on or after 1 January 2009) The revised standard removes the option to recognise immediately as an expense borrowing costs that are attributable to qualifying assets, except for those borrowing costs on qualifying assets that are measured at fair value or inventories that are manufactured or produced in large quantities on a repetitive basis.
The Group will apply the revised FRS 23 from 1 July 2009. As the Group has been capitalising the relevant borrowing costs, the revised standard is not expected to have any impact to the Group.
37. AUTHORISATION OF FINANCIAL STATEMENTS These financial statements have been authorised for issue in accordance with a resolution of the Board of Directors on 30 September 2009.
WING TAI ANNUAL REPORT 2009 86 FINANCIAL REPORTS SHAREHOLDING STATISTICS As at 15 September 2009
SHARE CAPITAL No. of Issued Shares : 793,483,560 No. of Issued Shares (excluding Treasury Shares) : 777,661,560 No./percentage of Treasury Shares : 15,822,000 (2.03%) Class of Shares : Ordinary Shares Voting Rights (excluding Treasury Shares) : 1 vote per share
DISTRIBUTION OF SHAREHOLDERS
Size of Shareholdings No. of Shareholders % No. of Shares % 1 to 999 467 3.84 146,290 0.02 1,000 to 10,000 9,545 78.51 37,648,050 4.84 10,001 to 1,000,000 2,120 17.44 64,103,462 8.24 1,000,001 and above 25 0.21 675,763,758 86.90 Total 12,157 100.00 777,661,560 100.00
TWENTY LARGEST SHAREHOLDERS
Name No. of Shares % 1 Wing Sun Development Private Limited 222,235,490 28.58 2 Citibank Nominees Singapore Pte Ltd 77,679,125 9.99 3 Winlyn Investment Pte Ltd 72,717,436 9.35 4 HSBC (Singapore) Nominees Pte Ltd 71,151,461 9.15 5 DBS Nominees Pte Ltd 70,457,037 9.06 6 DBSN Services Pte Ltd 44,898,805 5.77 7 United Overseas Bank Nominees Pte Ltd 25,582,415 3.29 8 Nu Chan Sing Pte Ltd 21,388,886 2.75 9 DBS Vickers Securities (Singapore) Pte Ltd 18,224,628 2.34 10 Empire Gate Holdings Limited 12,119,572 1.56 11 UOB Kay Hian Pte Ltd 6,558,630 0.84 12 Raffles Nominees (Pte) Ltd 5,861,801 0.75 13 OCBC Nominees Singapore Pte Ltd 5,686,530 0.73 14 Winway Investment Pte Ltd 3,529,166 0.45 15 Mayban Nominees (Singapore) Pte Ltd 2,330,603 0.30 16 Phillip Securities Pte Ltd 2,135,730 0.27 17 Cheng Kar-Yee Carol 2,029,700 0.26 18 Cheng Kar Yunn Karen 1,908,000 0.25 19 OCBC Securities Private Ltd 1,651,820 0.21 20 BNP Paribas Securities Services Singapore Pte Ltd 1,611,317 0.21 Total 669,758,152 86.11
PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC As at 15 September 2009, approximately 54.13% of the issued ordinary shares of the Company are held by the public. Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited has accordingly been complied with.
WING TAI ANNUAL REPORT 2009 FINANCIAL REPORTS 87 SHAREHOLDING STATISTICS As at 15 September 2009
SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS
Name Interest (No. of Ordinary Shares) Cheng Wai Keung 310,601,664 1 Edmund Cheng Wai Wing 310,601,664 1 Christopher Cheng Wai Chee 307,194,998 2 Edward Cheng Wai Sun 307,072,498 3 Deutsche Bank International Trust Co. (Cayman) Limited 307,072,498 3 Deutsche Bank International Trust Co. (Jersey) Limited 307,072,498 3 Wing Sun Development Private Limited 222,235,490 Wing Tai Asia Holdings Limited 234,355,062 4 Winlyn Investment Pte Ltd 72,717,436 Terebene Holdings Inc 72,717,436 5 Metro Champion Limited 72,717,436 6 European Investors, Inc. 39,801,470
1 Includes 310,601,664 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway Investment Pte Ltd and Empire Gate Holdings Limited. 2 Includes 307,072,498 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire Gate Holdings Limited and 122,500 shares owned by a nominee, DBS Vickers Securities (S) Pte Ltd. 3 Includes 307,072,498 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire Gate Holdings Limited. 4 Includes 234,355,062 shares beneficially owned by Wing Sun Development Private Limited and Empire Gate Holdings Limited. 5 Shares beneficially owned by Winlyn Investment Pte Ltd in which Terebene Holdings Inc is deemed to have an interest. 6 Shares beneficially owned by Winlyn Investment Pte Ltd in which Metro Champion Limited is deemed to have an interest.
WING TAI ANNUAL REPORT 2009 88 FINANCIAL REPORTS LEADING POINTS 01 Chairman’s Message 03 Corporate Data 04 Board of Directors 06 Key Management AFFIRMING FUNDAMENTALS 08 Corporate Governance SPREADING INFLUENCE 12 Calendar of Events GROWING PRESENCE 13 Property WELCOMING STAY 15 Hospitality DEFINING QUALITY 16 Retail + Lifestyle TELLING FACTS 17 Financial Reports
ON THE COVER: Superbly sited Ascentia Sky dominates the Tanglin skyline and charms with its lush sky gardens.
VALUE ANNUAL REPORT 09 REPORT ANNUAL
WING TAI HOLDINGS LIMITED APPRECIATING APPRECIATING
WING TAI HOLDINGS LIMITED annual report 2009