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Reaching New Heights
Wing Tai Holdings Limited
Summary Report 06
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Outfit & accessories: Topshop Sculpture: Guardian Figure by Gregory Scott Johns Location: Draycott 8
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Reaching New Heights
Wing Tai Holdings Limited
Summary Report 06
Reaching New Heights This financial year, Wing Tai Holdings Limited achieved the highest revenue in the Group’s history with an astounding 216% increase from the previous year. Positive market sentiments and a confident management outlook are poised to fuel the Group’s advancement in all sectors. From property investments, development and management of upscale projects to expansive plans in its fashion & lifestyle retail sector, the Group is set to reach even greater heights of achievement in the years ahead. COVER Photography by Wee Khim Model Catherine Charest by Mannequin Studio Clothes & accessories by Topshop Styling by Johnny Khoo Make-up by Cindy Goh Hair by Dexter Ng Location at Draycott 8
CONTENTS 02 06 REDEFINING CHAIRMAN’S LUXURY & STYLE MESSAGE 10 20 24 Operations Review – PROPERTY Operations Review – Operations Review – APPAREL PRIME TIME HOSPITALITY DRESSED FOR SUCCESS DELIVERING TOP SERVICE 30 34 35 Calendar of Events Corporate Board of OH, WHAT A HIT & HIP YEAR! Data Directors 40 41 Key Corporate Management Staff Governance
INSIDE (Facing page, pages 2-5, 12 & 13) Photography by Wee Khim Models Catherine Charest and Ricky Anderson by Mannequin Studio Styling by Johnny Khoo Make-up by Cindy Goh Hair by Dexter Ng
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Redefining Luxury
A brand name synonymous with premier developments in Singapore and the region, WingTai Asia’s impressive portfolio includes the iconic Draycott 8 and The Light at Cairnhill in Singapore’s prime districts, The Meritz in Kuala Lumpur, The Waterfront in Hong Kong and The Lakeview in Suzhou, China. More than a purveyor of posh properties, WingTai Asia is upping the ante for what it means to live in the lap of luxury.
Luxe Redux
On Her: Faux fur trench coat by Karen Millen.
On Him: Smart black dress shirt and grey flannel pants from Topman.
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Redefining Style
The WingTai Asia brand has always been in vogue since its beginnings as a garment manufacturer over 5 decades ago. As a major fashion retailer in Asia today, its portfolio of fashion labels includes some of the most du jour names in fashion. From the couture glam of Karen Millen and MAXSTUDIO.COM to hot-off-the- catwalk trends of Topshop, Topman and Miss Selfridge to the street culture chic of Fox Fashion and the urban flair of G2000 and U2. Quality finish, value pricing and trend-leading designs puts Wing Tai Retail a cut above the rest.
Uber Cool
On Her: Sensuous low-back satin cocktail dress by Topshop.
On Him: Casual shirt, grey cotton sweater and skinny denims by Topman.
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Chairman’s Message
The Singapore economy has grown strongly by 9.4% in The Group’s net gearing ratio has been reduced to the first half of 2006 and is forecast to achieve a growth 0.7 times as at 30 June 2006 from 1.0 time as at 30 of 6.5% to 7.5% for the whole year. The URA residential June 2005. This has been brought about by the property price index has risen for nine consecutive quarters proceeds from the sale of Park Mall and the cash with an increase of 3.3% in the first half of 2006. The generated from the sale of residential property units Singapore property market sentiment has been positive in the current year. and the demand, particularly for high-end prime residential projects, has remained strong. The Group’s net asset value per ordinary share increased to S$1.60 as at 30 June 2006 from S$1.42 I am pleased to report that for the financial year ended as at 30 June 2005. This increase is mainly attributable 30 June 2006, the Group’s revenue has hit a historic to the substantially higher net profit achieved by the high of S$889.3 million, representing a 216% increase Group in the current year. The return on shareholders’ over the previous year. The higher contribution from equity has also increased significantly to 11.1% from the development properties as more property units 2.4% in the previous year. were sold is the main reason for this increase. As a result of the improved performance, the Board Revenue was recognised from the units sold in of Directors has recommended a first and final dividend Draycott 8 and The Light at Cairnhill as well as the of three cents per ordinary share less tax plus a percentage completion of Kovan Melody. This special dividend of three cents per ordinary share resulted in the Group’s operating profit increasing less tax for the current year. The total net dividend from S$17.0 million in the previous year to S$102.1 amount to S$34.5 million. million in the current year. The Group’s net profit attributable to shareholders for the current year During the year in review, the Group sold 855 homes increased from S$24.4 million to S$128.0 million. with a total sales value of more than S$1.3 billion. This is an increase of 424%. Apart from the better The Group officially launched two residential projects performance of the Group, the year also saw higher in Singapore, namely VisionCrest Residences and contributions from the associated companies in The Nexus. VisionCrest Residences has 265 units Hong Kong. and is strategically located near to the Dhoby Ghuat
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Chairman’s Message
“I am pleased to report that for the financial year ended 30 June 2006, the Group’s revenue has hit a historic high of S$889.3m, representing a 216% increase over the previous year.”
MRT Interchange Station. It is seen as an attractive will have a total gross floor area of approximately property investment opportunity for locals and 0.8 million square feet. Together with the Group’s foreigners alike. The Nexus, which has a total of 242 interests in The Floridian and the Tanah Merah site, units, is located minutes away from the cosmopolitan the Group has residential development portfolio in hub of Orchard Road and Holland Village. Both Singapore with a combined gross floor area of projects have received very good response. approximately 1.2 million square feet.
The Group has also released for sale two new The Group will continue to benefit from the positive luxury residential properties in Singapore – sentiment in Singapore and is looking to market three Draycott 8 and The Grange. Draycott 8 is attractively new residential projects, namely Phoenix Mansion, located on an elevated site along Draycott Drive Kallang Road riverside and Belle Vue sites in the with just a few minutes’ walk from Orchard Road. coming financial year. This 136-unit development registered strong interests among savvy home buyers and investors In line with the strategy to develop and expand its and has currently achieved around 60% sales. core business activities in the region, the Group acquired additional shares in DNP Holdings in the The Grange is an exclusive 95-unit condominium current year and raising its stake in the company to located along Grange Road, which is close to the 51%. Accordingly, DNP Holdings has become a excitement of bustling shopping and entertainment subsidiary company of the Group. belt of Orchard Road and yet a world apart in a quiet enclave of tranquility. This project has also enjoyed In Kuala Lumpur, The Meritz, a 31-storey luxury great success with 92 units already snapped up by condominium development by DNP Holdings home buyers and investors. was well received by home buyers and investors. It is conveniently located directly opposite the Kuala Since July 2005, the Group has acquired four freehold Lumpur City Centre Twin Towers and is within walking residential development sites in Singapore – Phoenix distance to the LRT station. To-date, more than 50% Mansion, Belle Vue, Newton Meadows and Kallang of this development, which consist of 110 units of Road riverside site. These four development sites 2 and 3-bedroom apartments, has been sold.
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DNP Holdings has another freehold residential Going forward, the Group will embark on a Pan-Asian site in Kuala Lumpur – The Bukit Ceylon. This drive to increase its overseas earnings. We will focus project is situated in the serene Jalan Ceylon and build on the two core property and apparel and residential area and will be developed into an lifestyle businesses to generate profitable and exclusive 420-unit condominium. Apart from sustainable growth for all the shareholders. The Kuala Lumpur, DNP Holdings has more than Group will also develop and leverage on the brand 4 million square feet on gross floor area of name of Wing Tai Asia, which is synonymous with residential land banks in Penang. premier developments, quality products and attention to detail services. On the investment property segment, the Group’s portfolio of investment properties is currently Finally, I would like to express my heartfelt thanks spread over Singapore, Malaysia and China. to our shareholders, customers, bankers and These properties have continued to perform well business associates for their continued support and as higher occupancies were achieved across all my warm gratitude to our Directors and staff for their the investment properties in the current year. The commitment and dedication throughout the year. Group’s three Lanson Place serviced apartments in Singapore and Malaysia have also performed strongly in the current year with average occupancy rates of about 90%.
The Group’s apparel and lifestyle retailing business has been expanding rapidly and since 1999 to date, this division has achieved a growth of 247% in revenue to S$163 million. The Group currently has Cheng Wai Keung 17 brands in Singapore and Malaysia and is operating Chairman a total of 133 outlets, of which 108 units are located in Singapore. 18 September 2006
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BUOYED BY BRISK DEMAND FOR UPSCALE RESIDENTIAL DEVELOPMENTS IN SINGAPORE, IN PARTICULAR THE STELLAR SALES OF DRAYCOTT 8, THE GRANGE AND THE LIGHT AT CAIRNHILL, OUR PROPERTY BUSINESS RAKED IN THE LION’S SHARE OF THE EARNINGS WITH TOTAL SALES OF MORE THAN S$1 BILLION FOR THE FINANCIAL YEAR.
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A multi million-dollar view overlooking Singapore's prime Orchard Road area from the prized perch of Wing Tai’s Draycott 8 residential development.
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Operations Review – PROPERTY
Fashionably Suited for Draycott 8 Sky Suites
On Her: Tailored satin dress shirt and sleek pencil skirt by Karen Millen.
On Him: Sharp mod dress shirt and suit by Topman.
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PROPERTY – Singapore conserved 2-storey colonial style clubhouse The improved performance of the Singapore set against ultra luxurious contemporary private residential market during the year residential blocks with professional concierge in review was led by sales of luxury homes. services and modern facilities. To date, about During this period, the Group sold 855 60% of the units have been snapped up by homes with a total sales value of more than savvy investors and home buyers. S$1.3 billion. The surge in demand for high- end properties was driven mainly by foreign The Grange, an ultra exclusive 95-unit freehold buyers and high net worth individuals who were condominium located along Grange Road, undeterred by rising home loan rates. The enjoyed similar success with 92 units already Group capitalised on this trend by officially snapped up by highly discerning home buyers launching VisionCrest Residences and The to date while The Light at Cairnhill, another of Nexus, two luxury developments located within Wing Tai’s high-end freehold residential prime districts while the other upmarket projects development located within the prime Cairnhill such as Draycott 8, The Grange and The Light neighbourhood also reported brisk sales with at Cairnhill continued to register robust sales more than 80% of the units taken up. during the financial year. VisionCrest Residences, an exclusive freehold Draycott 8 is Wing Tai’s latest high-end development with its strategic location condominium attractively located along Draycott within the prime Orchard Road area near the Drive, one of Singapore’s premium residential Dhoby Ghaut MRT Interchange Station, was areas given its proximity to Orchard Road and launched in September 2005 and is viewed as nearby social and recreational clubs. This 136- an attractive property investment opportunity unit development registered strong interest with both local and foreign buyers. The Nexus, among savvy property investors and jaded the other elegant 242-unit freehold development home buyers with its inimitable offering of old located within the popular Bukit Timah world charm found within its expansive residential enclave close to popular educational
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Operations Review – PROPERTY With recovery of the property market underway, Wing Tai continued to seek opportunities to further enhance its portfolio with prime sites.
institutions and amenities was launched in May Newton Meadows located along Newton Road 2006. Both these projects were well received in May 2006. Strategically sited between the by home buyers and investors. Newton and Novena MRT Stations, the MRT Stations are just within walking distance from With recovery of the property market underway, this 3,984 square metres site. In addition, Wing Tai continued to seek opportunities to Orchard Road is just a mere 5-minute drive further enhance its portfolio with prime sites. away while many distinguished social and recreational clubs, and excellent schools are In October 2005, the Group won the tender also within the vicinity. for the freehold site of Belle Vue. Situated in the exclusive residential area of District 9, this Singapore’s office market has seen rising 22,649 square metres site is a stone’s throw rents over the past months and this trend away from major shopping malls such as is likely to continue, with the tightening Singapore Shopping Centre and Plaza supply of office space anticipated in the next Singapura while Orchard Road is just a short few years. walk away. Both the Somerset MRT Station and Dhoby Ghaut MRT Interchange Station The Group continued to benefit from the are also located nearby. sector’s improved performance with Winsland House I and II, as well as Burlington Square In April 2006, the Group together with NTUC reporting average occupancies of over 90% Choice Homes Co-operative Limited as at end of the financial year. The sale of Park successfully tendered for a prime 99-year Mall to Suntec REIT, which was announced in leasehold suburban site strategically June 2005, was completed in October 2005. located near the Tanah Merah MRT Station. The 21,876 square metres site is also With more than 25% of the leases up for conveniently located close to amenities and renewal in these properties and the anticipated Bedok Town Centre. completion of VisionCrest Commercial in the first half of 2007, the Group stands to benefit The Group also entered into a contract for from the upward movement of office rentals in the collective purchase of the freehold site of the coming financial year.
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Operations Review – PROPERTY
PROPERTY – Malaysia The Meritz, a study in urbane sophistication. The luxurious 31-storey The Group’s property business activities in Malaysia are conducted glass-encased tower houses well- through its listed subsidiary company, DNP Holdings Berhad. appointed living areas made with an artisan-quality finishing. All this, right in the heart of the Kuala Lumpur’s In Kuala Lumpur, The Meritz, a 31-storey luxury condominium consisting magnificent Golden Triangle. of 110 units of 2 and 3-bedroom types, is conveniently located directly opposite the prime Kuala Lumpur City Centre (KLCC) Twin Towers, Suria KLCC and within walking distance to the LRT station. The development was well received by home buyers and investors with more than 50% of the units being taken up.
The Bukit Ceylon freehold site, which is situated in the serene and tranquil Jalan Ceylon residential area, was acquired in 2005 and will be developed into an exclusive 420-unit condominium. The site is also strategically located within walking distance to the busy commercial area of Jalan Raja Chulan and close to the Bintang Walk shopping and entertainment hub while the lush Bukit Nenas Forest Reserve is also conveniently located nearby. The development will be designed by Guida
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In Kuala Lumpur, The Meritz, a 31-storey luxury condominium consisting of 110 units of 2 and 3-bedroom types, is conveniently located directly opposite the prime Kuala Lumpur City Centre (KLCC) Twin Towers, Suria KLCC and within walking distance to the LRT station.
Moseley Brown (GMB) Architects, an award winning Australian Minyak Indah, another similar mixed housing development, is 100% architectural firm, with planning approval expected in the last quarter completed with sales status at 90%. of 2006. In Johor Bahru, piling works for Phase 2 of Plaza DNP were Sering Ukay, which is a landed housing project covering over completed in May 2006. It has been approved as a 38-storey residential 5.4 million square feet of freehold land, is located a mere 9 km away tower and is located within the up and coming commercial district of from KLCC and its surrounding amenities. The soft launch of Johor Bahru city. Phase 1, which comprises 176 units of 2 and 2 -storey terrace houses, was held in September 2005 and sales have been very PROPERTY – Suzhou, China positive with 119 units being taken up out of 121 units released. The Group’s property business activities in China are conducted through The on-going construction works of Phase 1 is targetted to be its associated company, Jiaxin (Suzhou) Property Development Co., completed by September 2006. Ltd. Against the backdrop of slower market conditions affected by the central government’s macro control policies and measures to stabilise In Penang, Phase 2 of Taman Seri Impian, a development comprising the residential real estate market, our projects in Suzhou have continued a mixture of double-storey terrace and semi-detached houses, has to perform well. been completed with sales status at 91%. Phase 3, with a show village, was launched in June 2006. Sales have been encouraging with 22 The Lakeview is one of Suzhou’s most prestigious residential projects. units being taken up out of 41 units released. Phase 3 of Taman Bukit Comprising 453 apartment units, it is located in the heart of the mega
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Operations Review – PROPERTY
industrial town set up by the Singapore and China governments, the PROPERTY – Hong Kong China-Singapore Suzhou Industrial Park. Overlooking the peaceful Jinji The Group’s property interests in Hong Kong are represented by investments Lake, the Phase 1 launch was well received by home buyers and in USI Holdings Limited and Winsor Properties Holdings Limited. investors. To date, 90% of the 101 apartment units released have been taken up. Work will begin soon on Phase 2 with the launch date Hong Kong’s property market began to consolidate in the third expected in 2007. quarter of 2005 after two years of increases in both prices and transactions. The market started to pick up again in the last quarter Another exclusive residential development, The Lakeside, sits just next of 2005 and remained relatively stable in the first half of 2006. to the scenic Jinji Lake. The Lakeside provide residents with the most beautiful landscapes and top class clubhouse services and facilities USI Holdings successfully launched the sale of The Giverny, a 63-villa luxury such as an indoor heated swimming pool, gymnasium, mini-theatre, development in Hebe Haven, Sai Kung in October 2005. 20 units of The billiard rooms, sauna and steam rooms, roof-top tennis courts, mini- Giverny were sold during the launch, fetching benchmark prices ranging golf putting green, barbecue area and children’s playground. In Phase from HK$12,000 to HK$20,000 per square feet. This is certainly a good 1, 98% of the 64 apartments were sold while the timely launch of 20 reflection of the market’s recognition of the WingTai Asia brand name. double-storey bungalows and 5 townhouses was also well received. Work on Phase 2, another 4 apartment blocks of 84 units, is expected Occupation permit for The Grandville, an exclusive development in to start in 2007. Shatin, was issued in January 2006 and the profit for the pre-sold
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apartments (over 90% of the development) was recognised in accordance with USI Holding’s accounting policies.
As the commercial property market in Hong Kong was very strong in 2005, USI Holdings expanded into the office building rental business. It acquired the former Bank of East Asia Building in Wan Chai which has a gross floor area of approximately 120,000 square feet. The building will be refurbished into a grade A office building with an upscale retail podium to serve the rapidly changing Wan Chai area.
Winsor Properties holds many quality residential, commercial and industrial buildings in Hong Kong. One of the key assets of Winsor Properties is a prime office site in Kwun Tong. It will be developed into two grade A office towers with a gross area of approximately 1,300,000 square feet. The company also successfully completed the sale of the lower portion of Global Gateway (Hong Kong) in August 2005.
The Lakeview is one of Suzhou’s most prestigious residential projects. Comprising 453 apartment units, it is located in the heart of the mega industrial town set up by the Singapore and China governments, the China- Singapore Suzhou Industrial Park.
The Lakeview in Suzhou, China, as its name suggests, offers calming views of the picturesque Jinji Lake. This prestigious 2-phase development is making waves as among the most desired residential investments in the city.
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INDUSTRY AWARDS AND RECOGNITION FOR STAFF PERFORMANCE AND TRAINING DURING THE YEAR BOLSTERED OUR COMPANY-WIDE COMMITMENT TO DELIVERING TOP-NOTCH SERVICE AT ALL LEVELS. OUR CUSTOMER-CENTRIC CULTURE CONTINUES TO LIFT OUR HOSPITALITY BUSINESS TO NEW LEVEL OF EXCELLENCE.
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Operations Review – HOSPITALITY
Over the years, the Group had extended its high standard of quality and dedicated attention-to-detail hospitality service to develop and manage the Lanson Place chain of serviced residences. In 2005, Lanson Place made its foray into boutique hotel operation in Hong Kong as well as the serviced residences market in China. Today, Lanson Place Residences and Lanson Place Hotels are being represented in Singapore, Kuala Lumpur, Hong Kong and Shanghai. The Group will continue to search for promising opportunities in strategic cities in China and other parts of Asia.
In Singapore, Lanson Place Winsland continued to report a high occupancy rate of 95%. In light of the positive business and economic outlook for Singapore, the service apartment market, which is dominated mainly by expatriates, is poised for a boost.
In Kuala Lumpur, Lanson Place Ambassador Row remained popular with both corporate expatriates and business travellers while Lanson Place Kondominium 8 Ampang Hilir maintained its position as one of the leading condominiums in the Ampang area, continuing to outperform the market with 96% occupancy in the first half of 2006.
In Hong Kong, the renovation of the development at 133 Leighton Road was completed and Lanson Place Boutique Hotel and Residences became fully operational in March 2006. The boutique hotel and residences comprises 194 suites and is strategically located in the heart of Causeway Bay. The performance of the boutique hotel and residences has far exceeded the investment budget and enjoyed 60% occupancy in the second quarter of 2006.
Similarly, Lanson Place Jinlin Tiandi in Shanghai, China, with its 106 apartments has also been soft launched and the initial response to this development has been very encouraging in terms of rental rates and occupancy. Within three months of opening, it achieved 50% occupancy and has one of the highest rental rates in Shanghai. With demand for high-end service apartment continuing to be keen in Shanghai, the performance of this development looks promising.
In light of the positive business and economic outlook for Singapore, the service apartment market, which is dominated mainly by expatriates, is poised for a boost.
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DRESSED
FOR SUCCESS
THE GROUP’S APPAREL AND LIFESTYLE RETAILING BUSINESS HAS PUT IN AN ULTRA-FASHIONABLE SHOWING OF 247% GROWTH IN REVENUE FROM FY1999 TO THE CURRENT YEAR. THE GROUP’S AGGRESSIVE PLANS TO FURTHER EXPAND THIS BUSINESS IN THE REGION SUGGESTS THAT THIS HANDSOME GROWTH TREND IS HERE TO STAY.
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Operations Review – APPAREL
MAXSTUDIO.COM’s Fall/Winter 2006 Collection The Group’s apparel reveals more of the label’s intuitive fabric of creativity and understanding that addresses the fashion desires and lifestyle division of the modern woman. in Singapore has reported strong revenue growth of around 40% in the financial year under review.
APPAREL – Singapore The Group’s apparel division manages a wide portfolio of fashion brands which include G2000 and U2; trendy UK fashion labels such as Topshop, Topman, Dorothy Perkins, Warehouse and Karen Millen; sports brands such as Nike Women and Nike Sports Culture as well as Fox Fashion, the popular casual lifestyle brand from Israel.
With the regional economies maintaining steady growth and promising improvement in consumer spending, the Group achieved high growth in both revenue and profit, generated from like-for-like store growth as well as new stores and brands expansion.
In terms of existing brand portfolio of G2000, U2, Topshop, Topman, Dorothy Perkins, Warehouse, Karen Millen, Nike Women and Nike Sports Culture, a total of nine new outlets were added. Three new brands that were introduced to the market, namely MAXSTUDIO.COM, Miss Selfridge and Adidas, also contributed to another eight new stores.
The Group’s apparel and lifestyle division in Singapore has reported strong revenue growth of around 40% in the financial year under review.
The Group continued to be committed to people development, nurturing talent and grooming leaders with a view to always provide customers with quality-plus service and product. It participates and supports the pilot project of CCI (Customer Centric Initiative) organised by SPRING Singapore, aiming to spur interests and support to elevate the overall service culture of the industry. One of the shop managers from U2 was selected from a huge pool of applicants and awarded a Scholarship from the SRA Institute of Retailing for a Diploma in Retail Management.
Business in the fast food segment continued to be challenging. Locations in suburban malls however, showed encouraging improvements in both revenue and profitability. The total number of Yoshinoya outlets remains at 16 island wide.
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Operations Review – APPAREL
Fox Kids Fall/Winter 2006 Collection plays up style and wearability for today’s fashion-savvy little tykes.
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U2 Casual Ladieswear for Fall/Winter 2006 Collection takes a note from the warm and spirited tones of a breezy Autumn’s stroll.
APPAREL – Malaysia The Group’s apparel and lifestyle business activities in Malaysia are conducted through its associated company, DNP Clothing Sdn Berhad.
Against the backdrop of steady GDP growth, rapid retail development and high traffic of tourist arrivals, the retail business in Malaysia has registered good incremental in revenue and profits.
Shop expansion outside of Klang Valley commenced in January 2006, with the opening of three outlets (Topshop, Topman and Dorothy Perkins) in Tebrau City in Johor Bahru. The total number of fashion outlets now stands at 22.
At the same time, major store enhancement works were executed in a few key stores including Kuala Lumpur City Centre (KLCC), Mid Valley Megamall and Sunway Pyramid. This had resulted in healthy like-for- like revenue and profit growth. Plans are also underway to make inroads to Penang by end of the year. More new retail brands introduction have also been planned.
Yoshinoya in Malaysia is currently operating with four outlets, with one unit operating out of Tebrau City, Johor Bahru.
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FROM SPECTACULAR PROPERTY ACQUISITIONS AND LAUNCHES TO RECOGNITION OF SERVICE AND TRAINING EXCELLENCE AND ROARING AND ROBUST GROWTH IN OUR APPAREL BUSINESS, IT’S BEEN A RECORD-BREAKING YEAR OF UPS AND UPS.
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July 2005 Wing Tai launched VisionCrest G2000 Apparel and Wing Tai The Giverny, a 63-villa luxury Draycott 8, an exclusive Residences, a 265-unit freehold Clothing participated in the development by USI Holdings condominium attractively located development strategically Customer Centric Initiative in Sai Kung, Hong Kong was on an elevated site along Draycott located within the prime Orchard (CCI). This national tripartite successfully launched with 20 Drive, with just a few minutes’ walk Road area and near the Dhoby programme spearheaded by units sold. Perched on a verdant from Orchard Road obtained its Ghaut MRT Interchange Station. SPRING Singapore, NTUC, peninsula overlooking Hebe Temporary Occupation Permit. The development is seen as an Singapore Workforce Development Haven, this luxury residence attractive property investment Agency (WDA) and Singapore offers scenery that becomes opportunity for both local and National Employers Federation more entrancing with every foreign buyers. (SNEF) aim at transforming service change of light and seasons. quality in Singapore. Wing Tai Clothing successfully Four training modules of secured exclusive rights to Wing Tai Retail were accredited operate the leading-edge brand, by Singapore Workforce MAXSTUDIO.COM in Singapore. Development Agency (WDA) Highly sought after for its excellent under National Skills Recognition value, innovative fabrics and System and Singapore Workforce fresh styles, the first boutique is Qualification System. The located at Wisma Atria Shopping accreditation acknowledged Centre along Orchard Road. Wing Tai Retail’s effort in giving its retail staff quality training with national standard.
August 2005 October 2005 Announcement of the Group’s The 41st Annual General Meeting full year results for the year ended was held at Raffles Hotel. 30 June 2005. Wing Tai was awarded the tender for the freehold site of Belle Vue September 2005 The soft launch of Sering Ukay located along Oxley Walk at a price Wing Tai received the Associate (Phase One) in Malaysia received of S$227.3 million. Situated in the of the Arts Award during the overwhelming response with 98% exclusive residential area of District 2005 Patron of the Arts Award of the 121 units offered being 9, this site is a stone’s throw away ceremony organised by the taken up. Located just a mere 9 from major shopping malls such National Arts Council. The award kilometres from Kuala Lumpur as Singapore Shopping Centre and ceremony was held at The City Centre (KLCC), this freehold Plaza Singapura while Orchard Esplanade and the award is in development is also within close Road is just a short walk away. recognition of the company’s proximity to neighbourhood This 22,649 square metres site contribution to Singapore arts shopping centres, hypermarkets will be developed into a residential scene for the year 2004. and international schools. development.
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Calendar of Events
Singapore Fashion Festival 2006 sizzled to the theme of “Feel the Brazilian Heat” showcasing Fox Fashion’s Spring/Summer 2006 Collection.
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November 2005 Wing Tai Clothing was awarded May 2006 Wing Tai posted interim results the franchise rights to operate Wing Tai posted interim results for the three months ended 30 Adidas stores in Singapore. With for the nine months ended 31 September 2005. six outlets conveniently located March 2006. island wide, athletes and fitness A special preview of The Meritz fanatics can choose from its Wing Tai entered into a contract was held at the Regent Singapore. exciting Sport Performance for the collective purchase of the Conveniently located opposite range of apparel, footwear and freehold site of Newton Meadows Kuala Lumpur City Centre (KLCC) sport accessories. located along Newton Road at and Petronas Twin Towers, this a price of S$73 million. Sited exclusive freehold condominium between the Newton and Novena was well received by buyers with Wing Tai Clothing is proud to bring MRT Stations, this 3,984 square more than 50% of the 110 units back Miss Selfridge to Singapore. metres site has one of the most being taken up. Relaunched with a brand new strategic locations and will be look, this popular London High redeveloped into a residential G2000 Apparel clinched 8 Star, Street label is repositioned to development. 18 Gold and 28 Silver awards become even more distinctive, while Wing Tai Clothing bagged individualised, feminine and sassy The official launch of The Nexus 7 Star, 5 Gold and 11 Silver and is located at Marina Square. was well received by property awards at the prestigious buyers looking for quality Excellent Service Award 2005. During the Singapore Fashion developments. Located along This impressive figure does Festival (SFF) held at Ngee Ann Bukit Timah Road, this 242- not come as a surprise as City Civic Plaza, Wing Tai Retail unit freehold condominium is Wing Tai Retail’s focus has presented trendy statement minutes away from the always been on staff development pieces from Fox Fashion, Topman cosmopolitan hub of Orchard and training. and Topshop. The Brazilian Theme Road and Holland Village; February 2006 fashion show featured by Fox and within close proximity to Wing Tai posted interim results Fashion was declared the “Best reputable schools and amenities. December 2005 for the six months ended 31 Show” by The Straits Times and Two exclusive serviced December 2005. dubbed as the “Most Energetic apartments/hotels by USI Show” by The New Paper. June 2006 Holdings, namely Lanson Place As part of its annual community Boutique Hotel and Residences March 2006 programme, Wing Tai proudly and Lanson Place Jinlin Tiandi, An employee with G2000 April 2006 sponsored a two-night soft-opened for business in Apparel, Cindy Poh Chin Choo, Wing Tai, together with NTUC performance by the internationally December 2005. The former is emerged as one of the Top 5 Choice Homes, successfully won acclaimed Nederlands Dans a 194-unit serviced residence Finalists in the prestigious 20th the tender for a prime 99-year Theater I (NDT I) in this year strategically located in the middle Tourism Award 2005, under leasehold suburban site Singapore Arts Festival. The of Causeway Bay, the heart of Tourism Host of the Year – Retail strategically located near the performance of “Bella Figura” Hong Kong island while the latter Award category. The award by Tanah Merah MRT Station. by this dance powerhouse is ideally located at the heart of Singapore Tourism Board (STB) This 21,876 square metres site is troupe was a stunning visually Shanghai, consisting of 106-unit recognises individuals who also conveniently sited close to exhilarating display of balletic of 3-bedroom apartments. excels in the Retail Industry. amenities and Bedok Town Centre. finesse.
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CORPORATE DATA
BOARD OF NOMINATING SUBSIDIARY PRINCIPAL DIRECTORS COMMITTEE COMPANIES BANKERS Cheng Wai Keung Tan Sri Dato’ Mohamed DNP HOLDINGS BERHAD DBS BANK LIMITED Chairman Noordin bin Hassan Dato’ Roger Chan Wan Chung 6 Shenton Way Chairman Executive Director DBS Building Edmund Cheng Wai Wing Singapore 068809 Deputy Chairman Cheng Wai Keung WING TAI LAND Chng Chee Beow THE HONGKONG AND Boey Tak Hap Phua Bah Lee Executive Director SHANGHAI BANKING Cheng Man Tak CORPORATION LIMITED WING TAI CLOTHING 21 Collyer Quay COMPANY FOX FASHION APPAREL Tan Sri Dato’ Mohamed HSBC Building SECRETARIES YOSHINOYA Noordin bin Hassan Singapore 049320 Ooi Siew Poh Helen Khoo Christopher Patrick Langley, OBE Executive Director MALAYAN BANKING BERHAD Gabrielle Tan 2 Battery Road Lee Han Yang WING TAI PROPERTY Maybank Tower MANAGEMENT Lee Kim Wah Singapore 049907 EXECUTIVE Len Siew Lian Loh Soo Eng DIRECTORS General Manager (Marketing) OVERSEAS-CHINESE BANKING CORPORATION LIMITED Ne Chen Duen Cheng Wai Keung 65 Chulia Street Phua Bah Lee Managing Director REGISTERED OFFICE OCBC Centre Edmund Cheng Wai Wing 107 Tampines Road Singapore 049513 AUDIT COMMITTEE Deputy Managing Director Singapore 535129 STANDARD Tel: 6280 9111 Lee Kim Wah CHARTERED BANK Phua Bah Lee Fax: 6383 8940 Finance Director 6 Battery Road #07-00 Chairman Website: www.wingtaiasia.com.sg Singapore 049909 Ne Chen Duen Boey Tak Hap Director (Apparel) UNITED OVERSEAS Lee Han Yang REGISTRAR & BANK LIMITED TRANSFER OFFICE 80 Raffles Place EXECUTIVE OFFICERS UOB Plaza TRICOR BARBINDER SHARE REMUNERATION Singapore 048624 Tan Hwee Bin REGISTRATION SERVICES COMMITTEE Chief Operating Officer (A division of Tricor Singapore Pte. Ltd.) Boey Tak Hap 8 Cross Street ADVOCATES & Karine Lim Chairman #11-00 PWC Building SOLICITORS Assistant General Manager Singapore 048424 Lee Han Yang Human Resource LEE & LEE 168 Robinson Road Phua Bah Lee AUDITORS #25-01 Capital Tower Singapore 068912 PRICEWATERHOUSECOOPERS Certified Public Accountants 8 Cross Street #17-00 PWC Building Singapore 048424 Quek Bin Hwee Audit Partner (Year of appointment: 2006)
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BOARD OF DIRECTORS
CHENG WAI KEUNG Chairman/Managing Director
Mr Cheng Wai Keung is the Chairman of the Board of Wing Tai Holdings Limited (the “Company”) and has served as the Chairman since 2 December 1994. He is also the Managing Director of the Company and serves as a member of the Nominating Committee.
Mr Cheng is concurrently the Chairman of Neptune Orient Lines Ltd and Raffles Holdings Limited and Vice-Chairman of Singapore-Suzhou Township Development Pte Ltd. He also holds directorships in several public and private companies, including GP Batteries International Ltd and Media Asia Entertainment Group Ltd.
Mr Cheng was awarded the Public Service Star (BBM) in 1987 and the Public Service Star (Bar) (BBM-Lintang) in 1997 by the Government of Singapore. He was re-appointed Justice of The Peace (JP) by the President of the Republic of Singapore in the year 2005.
Mr Cheng graduated with a Bachelor of Science degree from Indiana University and holds a Masters in Business Administration from the University of Chicago, USA.
Mr Cheng was last re-elected as a director on 18 November 2003.
EDMUND CHENG WAI WING Deputy Chairman/Deputy Managing Director
Mr Edmund Cheng is the Deputy Chairman and Deputy Managing Director of the Company. He joined the Company since 1984 and is responsible for the property development, investment and management activities of the Group.
Currently, Mr Cheng is also the Chairman of Singapore Airport Terminal Services Ltd, Mapletree Investments Pte Ltd, National Arts Council, DesignSingapore Council and The Old Parliament House Limited. Mr Cheng is a board member of a number of public and private companies, including SNP Corporation Ltd, CIH Limited, SNP Leefung Holdings Ltd and DNP Holdings Berhad.
Mr Cheng has previously served as Chairman of the Singapore Tourism Board from 1993-2001 and The Esplanade Co Ltd. He was a board member of Singapore Airlines Ltd (SIA), Urban Redevelopment Authority (URA) and Construction Industry Development Board (CIDB). He was also President of Real Estate Developers’ Association of Singapore (REDAS) and he is currently a member of the Presidential Council of REDAS. He was awarded the Public Service Star Award (PBB) in 1999.
He graduated with a Bachelor of Science degree in Civil Engineering from Northwestern University and a Masters in Architecture from Carnegie Mellon University, USA.
Mr Cheng was last re-elected as a Director on 13 October 2005.
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BOARD OF DIRECTORS
BOEY TAK HAP
Mr Boey Tak Hap has been a non-executive director since 2 May 1997. He is currently the Chairman of the Remuneration Committee and a member of the Audit Committee.
Mr Boey was formerly the Chief of Army, Singapore Armed Forces and the President & CEO of Singapore Power Group. He was also the President & CEO of SMRT Corporation as well as Chief Executive of the Public Utilities Board.
Currently, Mr Boey is a director of Creative Master Bermuda Limited.
Mr Boey graduated from the University of Manchester Institute of Science and Technology with a Bachelor of Science degree in Automatic Control & System Engineering with Management Sciences. In January 2002, he was conferred the Honorary Doctorate of Doctor of Engineering by his alma mater. He also holds a Diploma in Business Administration from the National University of Singapore and has attended the Harvard Business School’s Advanced Management Programme in Boston, USA.
Mr Boey was last re-elected as a director on 18 November 2003.
CHENG MAN TAK
Mr Cheng Man Tak has been a non-executive director since 11 May 1981. He serves as a director of the Federation of Hong Kong Garment Manufacturers and is a member of the Occupational Safety & Health Council of Hong Kong and an authority member of Clothing Industry Training Authority. He is also a member of the Advisory Committee of Poly University (Institute of Textile and Clothing Industries) in Hong Kong.
Mr Cheng graduated from the University of Southern California with a Bachelor of Science degree and holds a Masters in Business Administration from Pepperdine University, USA.
Mr Cheng was last re-elected as a director on 13 October 2005.
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TAN SRI DATO’ MOHAMED NOORDIN BIN HASSAN
Tan Sri Dato’ Mohamed Noordin bin Hassan has been a non-executive director since 27 September 2002 and is currently the Chairman of the Nominating Committee.
Tan Sri Dato’ Mohamed Noordin has at least 40 years of working experience with the government of Malaysia and the private sector and has served in various government departments at District, State and Federal levels including as (i) Deputy Secretary General, Ministry of Trade and Industry, (ii) Secretary General, Ministry of Science, Technology and Environment, and (iii) Secretary General, Ministry of Education. He retired from the Malaysian Civil Service in September 1994.
Between September 1994 to August 2000, he was Vice-President of Petronas Berhad in charge of Group Human Resource and subsequently of Education.
Tan Sri Dato’ Mohamed Noordin is currently the Chairman of DNP Holdings Berhad in Malaysia. He is also on the board of directors of several subsidiaries of DNP Holdings Berhad.
Tan Sri Dato’ Mohamed Noordin graduated from the University of Malaya with an Honours degree in Bachelor of Arts (Economics) and holds a Masters in Public & International Affairs from the University of Pittsburgh, USA.
Tan Sri Dato’ Mohamed Noordin was re-elected as a director on 13 October 2005.
CHRISTOPHER PATRICK LANGLEY, OBE
Mr Christopher Patrick Langley has been a non-executive director since 25 June 2003.
Mr Langley began his career with the HSBC Group in 1961 at The Mercantile Bank of India Ltd in London. He subsequently worked for the HSBC Group in Mauritius, India, the Channel Islands, Saudi Arabia, Malaysia and Hong Kong. In September 1993, Mr Langley was appointed HSBC Group General Manager and in 1994, Deputy Chairman of Hongkong Bank Malaysia Berhad (now known as HSBC Bank Malaysia Berhad). In 1996, Mr Langley assumed responsibility for The Hongkong and Shanghai Banking Corporation’s business in Mainland China and the Special Administrative Regions of Hong Kong and Macau.
Mr Langley was appointed executive director of The Hongkong and Shanghai Banking Corporation Ltd in 1998 and retired from the HSBC Group in February 2000.
In July 1995, Mr Langley was awarded the Darjah Dato’ Setia Negeri Sembilan (DSNS) (Honorary) by the Yang Di Pertuan Besar of Negeri Sembilan State, who was serving as Yang Di Pertuan Agong (King) of Malaysia. Mr Langley therefore carries the title of Dato’ in Malaysia. Mr Langley was also made an Officer of the Order of the British Empire in the Queen’s 1996 New Year’s Honours List.
His current directorships include Dickson Concepts (International) Ltd, Gieves & Hawkes plc., Lei Shing Hong Ltd, Techtronic Industries Co. Ltd and Winsor Properties Holdings Limited.
Mr Langley was re-elected as a director on 18 November 2003.
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BOARD OF DIRECTORS
LEE HAN YANG
Mr Lee Han Yang has served as a non-executive director since 3 January 1989 and is currently a member of both the Audit Committee and Remuneration Committee. He is a Barrister-at-Law of Lincoln’s Inn, London. He is an Advocate and Solicitor of the Supreme Court of Singapore and is a Consultant at Messrs Peter Low, Tang & Belinda Ang. He is also a director of several public and private companies in Singapore.
Mr Lee is an active member of the Law Society of Singapore and has served on several Committees of the Law Society. At present, he serves on the board of the National Council of Social Services and on the Society for the Physically Disabled. In August 2006, he was awarded the Public Service Star (BBM).
Mr Lee was last re-appointed as a director on 13 October 2005.
LEE KIM WAH
Mr Lee Kim Wah has served as an executive director since 2 May 1977. He is responsible for the finance, human resource and administrative functions of the Group.
Educated in Accountancy in Australia, Mr Lee was a Manager of Messrs Goh Associates, a firm of Public Accountants, prior to joining the Company. He has been with the Group for more than 30 years.
Mr Lee is currently the Treasurer of the Singapore National Employers’ Federation.
Mr Lee was last re-elected as a director on 22 October 2004.
LOH SOO ENG
Mr Loh Soo Eng was an executive director for the property division of the Wing Tai Group since 1991. He retired as an executive director on 1 June 2004 and is currently serving as a non-executive director. His past experiences are in power station, oil company, shipbuilding and shiprepairing industries as well as banking.
Prior to joining the Company, Mr Loh was with the DBS Group for 17 years, holding the posts of Executive Director of Raffles City Pte Ltd, and General Manager of DBS Land. He has also served on a few Government committees, including SAFTI Military College and Temasek Polytechnic. He was a Chairman of SLF Properties Pte Ltd and SLF Management Services Pte Ltd and was President of Real Estate Developers’ Association of Singapore (REDAS) from 2001 to 2003.
Mr Loh graduated with a Bachelor of Engineering (Mechanical) from the University of Adelaide, Australia.
Mr Loh was last re-elected as a director on 22 October 2004.
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NE CHEN DUEN
Mr Ne Chen Duen has served as an executive director since 9 August 1963. He is one of the pioneer staff members of the Company. He has 40 years of experience in apparel business and provides support to management in the merchandising of its apparel products.
Mr Ne was last re-elected as a director on 22 October 2004.
PHUA BAH LEE
Mr Phua Bah Lee has served as a non-executive director since 11 January 1989 and is currently the Chairman of the Audit Committee and a member of both the Remuneration Committee and Nominating Committee.
Mr Phua currently holds directorships in a number of public and private companies. He was the Parliamentary Secretary of the Ministry of Communications (1968 to 1971), Senior Parliamentary Secretary of the Ministry of Defence (1972 to 1988) and a member of Parliament for the Tampines Constituency (1968 to 1988).
Mr Phua graduated from the Nanyang University in Singapore with a Bachelor of Commerce degree.
Mr Phua was last re-appointed as a director on 13 October 2005.
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KEY MANAGEMENT STAFF
TAN HWEE BIN CHNG CHEE BEOW
Ms Tan Hwee Bin is the Chief Operating Officer of Wing Tai Holdings Mr Chng Chee Beow is the Executive Director of Wing Tai Land and Limited and has been with the Group since November 2000. Prior to has been with the Group since October 1987. He is a registered joining the Group, she was the Asia Pacific Regional Finance & IT Director Architect by profession. Mr Chng is currently the Assistant Honorary for a business division of ICI and has worked in Hong Kong and Secretary of REDAS Management Committee and Chairman of SRP Guangzhou. She is currently a member of Central Singapore Community -Real Estate Management & Maintenance Industry (SRP-REMMI) Development Council and the Finance and Establishment Committee – Industry Lead Body. He is the President of International Alliance of Chinese Development Assistance Council. She is also a Director of for Interoperability (IAI) by Building Construction Authority (BCA), NTUC Fairprice Co-operative Limited. She has a Bachelor of Accountancy a member of the URA Design Advisory Committee and also an active degree from the National University of Singapore and has also attended member of several government and private bodies. He graduated management courses in INSEAD and Oxford University. She completed with a Bachelor of Architecture and has a post-graduate Diploma the Advanced Management Programme at Harvard Business School in Building Science from the National University of Singapore. in November 2005.
HELEN KHOO KARINE LIM Mrs Helen Khoo is the Executive Director of Wing Tai Clothing, Fox Ms Karine Lim is the Assistant General Manager of Human Resource Fashion Apparel and Yoshinoya and oversees the apparel and food for the Group since March 2004. Prior to joining the Group, she has business of the Group. She joined the Group in July 1995. Prior to more than 18 years of HR experience in the retail, property and public joining the Group, she was a senior executive with the Swire Group transport industries. She graduated with a Bachelor of Arts (Honours) in Hong Kong and has nearly 20 years of experience in the retail degree from the National University of Singapore and has acquired and fast food business. She has been an active council member of a Diploma in Human Resource Management from the Singapore the Singapore Retailers Association and Orchard Road Business Human Resource Institute. Association. She obtained a Bachelor of Arts degree from the University of Hong Kong.
DATO’ ROGER CHAN WAN CHUNG LEN SIEW LIAN Dato’ Roger Chan Wan Chung joined DNP Holdings Berhad as General Manager in June 1971 and he is one of the pioneer staff Ms Len Siew Lian is the General Manager (Marketing) of Wing Tai members of DNP Group. He has more than 30 years experience in the Property Management. She oversees the project launches of the garment business and is currently assisting the Managing Director to Group’s development properties for sale. She has been with the Group oversee the day-to-day operation of the DNP Group. since September 1989. In the initial years, she was mainly involved in the commercial leasing of both office and retail. Prior to joining He was appointed to the DNP Board on 18 August 1998 and sits on the Group, she was with Jones Lang Wootton. She graduated with the Board of several subsidiaries of DNP Group and other private a Bachelor of Science (Estate Management) degree from the limited companies. National University of Singapore.
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CORPORATE The Company believes in maintaining high standards of corporate governance to ensure continued GOVERNANCE growth and success as well as safeguarding the interests of its shareholders. The Company has adopted the principles, policies and practices of corporate governance as set out in this report.
BOARD MATTERS
The Board’s Conduct of its Affairs
The Board provides strategic guidance and entrepreneurial leadership for the Company. Its principal functions include approving strategic business plans and major acquisitions or disposal of assets, reviewing the Group’s corporate policies and the financial performance, approving the quarterly and annual financial results of the Group and reviewing the adequacy of internal control, financial reporting and compliance.
The Board conducts regular meetings on a quarterly basis and as necessary when circumstances arise. A total of four Board meetings were held in the current financial year. Details of attendance of the Directors at the Board and Board Committee meetings are set out on page 46 of this Report. The Board is of the view that the contribution of each Director should not be focused only on his attendance at Board and/or Committee meetings. A Director’s contribution may extend beyond the confines of formal Board meetings, through the sharing of views, advice, experience and strategic networking relationships which would further the interests of the Company.
The Board is responsible for the overall strategy and direction of the Group whilst the Management closely monitors changes to regulations and accounting standards and the Directors are informed of their disclosure obligations. New Directors will be given appropriate orientation and briefed on the Group’s business, directions and policies and provided with essential materials concerning the Company and the Group as well as information on relevant laws and regulations.
Board Composition and Balance
The Board comprises a majority of non-executive directors, with more than one-third independent directors. There are 11 Board members, four of whom are executive directors and seven are non- executive directors (inclusive of five independent directors). The Board considers its current size and members whose core competencies, qualifications, skills and experience are extensive and complementary, to be appropriate. The Board will examine its size and composition whenever circumstances require it.
The independence of each Director is reviewed annually by the Nominating Committee to ensure that there is a strong and independent element on the Board and that its size is appropriate to the scope and nature of the Group’s operations. No individual or smaller group of individuals dominate the Board’s decision-making process.
Chairman and Managing Director
There is no separation of roles between the Chairman and the Managing Director (“MD”) in the Company as there is adequate accountability and transparency as reflected by the internal controls established within the Group. The Board is of the opinion that it is well balanced with a strong and independent group of non-executive directors.
As Chairman, Mr Cheng Wai Keung assists the Board in developing policies and strategies as well as providing leadership to the Board and ensuring that Board meetings are held when necessary and that Board members are provided with complete, adequate and timely information.
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CORPORATE GOVERNANCE
As MD, he supervises the management of the business and affairs of the Group, reviews major acquisitions or disposals, investments, strategic plans and funding requirements and ensures that the Board’s decisions and strategies are properly and effectively carried out. The sustained growth of the Company under Mr Cheng Wai Keung’s leadership shows his ability to discharge the responsibilities of both roles effectively.
BOARD COMMITTEES
The Board has delegated specific functions to the Nominating, Remuneration and Audit Committees to assist in the execution of the Board’s duties.
Nominating Committee
Board Membership
The Nominating Committee (“NC”) comprises three members, namely, Tan Sri Dato’ Mohamed Noordin bin Hassan – Chairman of NC (an independent non-executive director), Mr Phua Bah Lee (an independent non-executive director) and Mr Cheng Wai Keung.
The principal functions of the NC are to make recommendations to the Board for the appointment and re-appointment of directors to the Board and to review the independence of each director annually.
All Directors are required to submit themselves for re-nomination and re-election at least once every three years. At least one-third of the Directors retire at each Annual General Meeting subject to re-election annually.
Directors above the age of 70 are also required under the Companies Act to retire and offer themselves for re-appointment by the shareholders at every Annual General Meeting.
Board Performance
The NC’s evaluation of each Director and the performance of the Board as a whole will be conducted on an annual basis taking into account the level of participation and contribution of individual Directors towards the Board’s effectiveness and competencies, strategic insight, financial literacy, business judgment, sense of accountability and maintenance of expertise relevant to the Group.
Access to Information
As and when the need arises and prior to each meeting, the Board is provided with timely and adequate information to enable full deliberation of the issues to be considered.
To ensure that the Board is able to fulfil its responsibilities, the Management provides the Board with periodic management reports, forecasts/budgets, financial statements and other relevant information of the Group.
The Board has independent access to the Management team and the Company Secretary at all times. The Board seeks independent advice as and when necessary to enable it to discharge its responsibilities effectively.
The Company Secretary attends all Board meetings and ensures that Board procedures are followed. The Company Secretary together with the Management team also ensure that the Company complies with all applicable statutory and regulatory rules.
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REMUNERATION MATTERS
Remuneration Committee
The Remuneration Committee (“RC”) comprises three members, all of whom are independent non- executive directors. The RC members are Mr Boey Tak Hap – Chairman of RC, Mr Lee Han Yang and Mr Phua Bah Lee.
The RC reviews the remuneration of Directors and key executives of the Group and obtains advice on remuneration matters as and when required from human resource advisers or consultants within and outside the Group. No Director is involved in deciding his own remuneration.
The RC makes recommendation on an appropriate framework of remuneration taking into account employment conditions within the industry and the Company’s performance to ensure that the package is competitive and sufficient to attract, retain and motivate key executives.
The Group's remuneration policy comprises a fixed component (in the form of base salary) and a variable component that is linked to the Company and individual performance.
As disclosed in the Director’s Report on page 52, other than 120,000 share options granted to Mr Lee Kim Wah, no options were granted to the Directors of the Company during the financial year. Directors who participate in Board Committees receive higher fees for the additional responsibilities. All Directors’ fees are approved by shareholders at the Annual General Meeting of the Company before they are paid.
A breakdown (in percentage terms) of the Directors’ remuneration for FY2006 are as follows:
Remuneration Bands Fees (%) Salary (%) Bonus, Allowance & Other Benefits (%)
$1,250,001 to $1,500,000 Cheng Wai Keung – 68 32 #
$1,000,000 to $1,250,000 Edmund Cheng Wai Wing – 68 32 #
$500,001 to $750,000 Lee Kim Wah 64 36 ^
$250,000 to $500,000 Ne Chen Duen 2 # 92 6 #
Below $250,000 Boey Tak Hap 100 – – Cheng Man Tak 100 – – Tan Sri Dato’ Mohamed Noordin bin Hassan 85 # –15# Christopher Patrick Langley 100 – – Lee Han Yang 100 – – Loh Soo Eng 100 – – Phua Bah Lee 100 – –
# Includes fees, allowance and other benefits from DNP Holdings Berhad.
^ Other benefits include the cost of the fair value of share options granted in FY2006 in accordance with FRS102 – Share Based Payment which the Company adopted in FY2006.
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CORPORATE GOVERNANCE
Instead of setting out the names of the top five key executives who are not Directors of the Company, we have shown a Group-wide cross-section of executives’ remuneration (one of whom is related to the Managing Director) by number of employees within bands of $250,000. This gives a macro perspective of the remuneration pattern in the Group while maintaining confidentiality of employees’ remuneration:
Range of Remuneration No. of Key Executives
Above $500,000 2 $250,000 to $500,000 5
ACCOUNTABILITY AND AUDIT
Accountability
The Company has implemented quarterly reporting since FY2003. Shareholders are provided with the Company’s financial performance, position and prospects on a quarterly basis, whilst periodic management reports of the Company and its businesses are furnished to the Board.
Audit Committee
The Audit Committee (“AC”) comprises three members, all of whom are independent non-executive directors. The AC members are Mr Phua Bah Lee – Chairman of AC, Mr Boey Tak Hap and Mr Lee Han Yang.
Members of the AC have sufficient financial management expertise and experience to discharge its functions. It held four meetings in FY2006. The functions of the AC include the review of annual audit plan, internal audit process, the adequacy of internal controls and interested person transactions. The AC recommends to the Board the external auditors to be appointed or re-appointed taking into account the independence and objectivity of such external auditors as well as to review the scope, results and cost effectiveness of their audit procedures. The AC also reviews the quarterly and annual financial statements before submitting to the Board for approval.
The key function of the AC is to maintain a high standard of corporate governance. The AC has full access to and co-operation of the Management. The AC met with the internal and external auditors without the presence of the Management once during the year. Having reviewed the value of non-audit services by the external auditors to the Group, the AC is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors.
Internal Controls
The Group’s internal financial controls provide reasonable assurance that assets are safeguarded, proper accounting records are maintained, reliability of financial information and compliance with applicable laws and regulations. Regular management meetings are held to report and monitor the performance of each department.
The Board is satisfied that based on the information furnished to it and on its own observations, the internal controls and risk management processes are satisfactory for the nature and size of the Group’s operations and business.
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Interested Person Transaction
The Company has established an internal policy in respect of any transactions with interested persons and has set out the procedures for review and approval of the Company’s interested person transactions (“IPT”). During FY2006, the AC reviewed the following IPT:
Name of Interested Person Aggregate value of all IPT during FY2006
Investment in Winquest Investment Pte. Ltd. (Belle Vue Site) S$’000 - Winsor Properties Holdings Limited 29,600
The above IPT was entered into at arm’s length and on normal commercial terms.
Internal Audit
The Company has adopted a set of internal controls which sets out approval limits for expenditure, investments and divestments and cheque signatory arrangements. The internal audit function of the Group is carried out by Messrs Kan & Co (“IA”) and its approach is consistent with the standards as required by the Institute of Internal Auditors. The IA reports their audit findings to the AC and Management.
The function of the IA is to provide objective opinion and assurance to the AC and Management as to the adequacy of the internal processes and control, identify financial and operational risks and to recommend policies and plans for effective compliance control. The IA submits its plans and recommendations to the AC for approval. The AC reviews the activities of the IA on a quarterly basis and is satisfied that there are adequate internal controls in the Company.
COMMUNICATION WITH SHAREHOLDERS
Shareholders are updated on the business and affairs of the Company through the quarterly release of the Company’s results. Material and price-sensitive information is publicly released by the Company via SGXNET on an immediate basis where required by the Singapore Exchange Securities Trading Limited (SGX-ST). The Company does not practise selective disclosure. Timely and detailed disclosure of pertinent corporate information is communicated to shareholders via SGXNET and posted on the Company’s website.
All shareholders receive the summary financial report and/or the annual report of the Company and the notice of the AGM. The notice (also advertised in the press) and results are published via SGXNET. The Company also holds a press and analysts briefing for its full-year results.
Shareholders are given the opportunity to raise relevant questions and communicate their views at the AGM. A shareholder can vote in person or appoint up to two proxies to attend and vote at the AGM in his/her absence.
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CORPORATE GOVERNANCE
DEALINGS IN SECURITIES
The Company has adopted and implemented an internal guideline on share dealings in the Company’s securities in compliance with the recommendations of the SGX-ST as set out in its Best Practices Guide. All the officers of the Company are prohibited from dealing in securities of the Company while in possession of price-sensitive information and during the closed period, which is two weeks before the date of announcement of results for each of the first three quarters of the Company’s financial year and one month before the date of announcement of the full-year financial results.
Directors’ Attendance at Board and Board Committee Meetings for FY2006
Name Board Audit Remuneration Nominating Committee Committee Committee Meetings Meetings Meetings Meetings Held : 4 Held : 4 Held : 3 Held : 1 Meetings Meetings Meetings Meetings Attended Attended Attended Attended
Cheng Wai Keung * 4 1 1 Edmund Cheng Wai Wing 4 Boey Tak Hap 4 4 3 Cheng Man Tak 4 Tan Sri Dato’ Mohamed Noordin bin Hassan 3 1 Christopher Patrick Langley 2 Lee Han Yang ** 3 4 2 Lee Kim Wah 4 Loh Soo Eng 4 Ne Chen Duen 4 Phua Bah Lee 4 4 3 1
* Mr Cheng Wai Keung resigned from the Remuneration Committee on 8 May 2006. ** Mr Lee Han Yang was appointed to the Remuneration Committee on 8 May 2006.
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Composite WingTai_calendar bw 23 Sept 9/23/06 3:17 PM Page 19
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Composite SUMMARY FINANCIAL REPORT
50 Summary Directors’ Report
55 Auditors’ Statement
56 Summary Income Statement
57 Summary Balance Sheets
58 Consolidated Statement of Changes in Equity
60 Notes to the Summary Financial Statements
64 Notice of Annual General Meeting
67 Shareholding Statistics
69 Proxy Form
71 Request Form
PG 49 SUMMARY DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
IMPORTANT NOTE
The accompanying summary financial statement contains only a summary of the information in the directors’ report and financial statements of the Company’s full financial report. It does not contain sufficient information to allow a full understanding of the results and the state of affairs of the Company and of the Group.
For further information, the full financial statements, the auditors’ report on those financial statements and the directors’ report should be consulted. Shareholders may request a copy of the full financial report at no cost. Please use the request slip at the end of this summary financial statement.
SUMMARY DIRECTORS’ REPORT
1. 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 Christopher Patrick Langley, OBE Lee Han Yang Lee Kim Wah Loh Soo Eng Ne Chen Duen Phua Bah Lee
2. PRINCIPAL ACTIVITIES OF THE GROUP
The principal activity of the Company is that of an investment holding company.
The principal activities of the subsidiary companies in the Group consist of property development and investment, provision of management services, trading in garments and accessories as well as restaurant operation. There have been no significant changes in the nature of these activities during the financial year.
3. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
Except as disclosed in the “Share Options” section 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.
PG 50 SUMMARY DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
4. DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES
(a) The interests of the directors holding office at the end of the financial year in the shares and share options of the Company according to the register of the directors’ shareholdings were as follows:
Holdings registered Holdings in which a director Name of director in the name of director is deemed to have an interest As at As at As at As at 1.7.2005 30.06.2006 1.7.2005 30.06.2006
Ordinary shares Cheng Wai Keung – – 282,383,816 284,960,816 Edmund Cheng Wai Wing – – 282,381,150 282,381,150 Ne Chen Duen – – 85,551,203 85,551,203 Lee Han Yang 300,000 300,000 – – Lee Kim Wah 514,000 634,000 – – Loh Soo Eng 275,000 255,000 – – Phua Bah Lee 350,000 340,000 – –
Share options Lee Kim Wah 600,000 600,000 – – Loh Soo Eng 240,000 120,000 – –
(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 2006 and 21 July 2006.
5. DIRECTORS’ CONTRACTUAL BENEFITS
Since the end of the previous 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 4 to this summary financial statements.
6. SHARE OPTIONS
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”)
The 2001 Scheme was approved and adopted by its members at an Extraordinary General Meeting held on 31 August 2001.
The Share Option Scheme Committee of the Company has been designated as the committee responsible for the administration of the 2001 Scheme. The Committee comprises the following members:
Mr Cheng Wai Keung Mr Ne Chen Duen
PG 51 SUMMARY DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
6. SHARE OPTIONS (CONTINUED)
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) (Continued)
Pursuant to the 2001 Scheme, the full-time executives (including executive directors) of the Company or any of its subsidiary companies or associated companies and non-executive directors of the Company are eligible to participate in the 2001 Scheme. In addition, an executive or a non-executive director who is a controlling shareholder or his associate as defined in the Listing Manual of the SGX-ST shall be eligible to participate in the 2001 Scheme if (a) his participation in the 2001 Scheme and (b) the actual number of ordinary shares and the terms of the options to be granted have been approved by shareholders of the Company in separate resolutions for each such person.
There were no share options granted to the controlling shareholders or their associates.
During the financial year, options were granted by the Company pursuant to the 2001 Scheme in respect of 1,805,000 ordinary shares in the Company, of which 120,000 options were granted to a director Mr Lee Kim Wah, and 1,685,000 options were granted to 68 executives of the Group. There were no share options granted at a discount to the market price.
(b) The Wing Tai Holdings Limited Executives’ Share Option Scheme (the “1991 Scheme”)
The 1991 Scheme was approved by the members of the Company at the Extraordinary General Meeting held on 5 December 1991. The 1991 Scheme was terminated (without prejudice to the rights of holders of options in respect of whose offers of the options have been granted) and replaced by the 2001 Scheme at the Extraordinary General Meeting held on 31 August 2001. No option was granted under the 1991 Scheme during the financial year.
The 1991 Scheme is administered by a committee comprising 2 directors who are non-participants in the 1991 Scheme, namely Mr Cheng Wai Keung and Mr Ne Chen Duen. Other than Mr Lee Kim Wah and Mr Loh Soo Eng, none of the other directors of the Company participated in the 1991 Scheme. No controlling shareholder of the Company or his associate participated in the 1991 Scheme.
(c) None of the participants of the 2001 Scheme and 1991 Scheme received 5% or more of the total number of options available under the respective Scheme except for the following:
Aggregate options since Aggregate Options granted commencement of the options during the financial year Scheme to 30.06.2006 outstanding No. of Exercise Options Options Options as at Name of participants options granted price ($) granted exercised expired 30.06.2006
Directors of the Company
2001 Scheme Lee Kim Wah 120,000 1.43 600,000 – – 600,000 Loh Soo Eng – – 360,000 240,000 – 120,000
1991 Scheme Lee Kim Wah – – 960,000 468,000 492,000 – Loh Soo Eng – – 960,000 468,000 492,000 –
PG 52 SUMMARY DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
6. SHARE OPTIONS (CONTINUED)
At 30 June 2006, the following options to subscribe for 4,289,000 ordinary shares in the Company were outstanding:
Number Number Number Number As at of options of options of options of options As at Exercise Date of grant 01.07.2005 granted exercised forfeited expired 30.06.2006 price ($) Expiry date
1991 Scheme 31.10.2000 1,005,000 – 508,000 15,000 482,000 – 1.379 30.09.2005 1,005,000 – 508,000 15,000 482,000 –
2001 Scheme 02.11.2001 741,000 – 455,000 – – 286,000 0.678 01.11.2011 05.11.2002 914,500 – 628,000 10,000 – 276,500 0.653 04.11.2012 28.11.2003 1,264,000 – 305,500 88,000 – 870,500 0.745 27.11.2013 19.11.2004 1,720,000 – 221,500 217,500 – 1,281,000 0.934 18.11.2014 30.09.2005 – 1,805,000 – 230,000 – 1,575,000 1.430 29.09.2015 4,639,500 1,805,000 1,610,000 545,500 – 4,289,000 Total 5,644,500 1,805,000 2,118,000 560,500 482,000 4,289,000
There were no unissued shares of any subsidiary company under option as at the end of the financial year.
Except for the above, no other options were granted by the Company or any subsidiary company during the financial year and there were no unissued shares under option at the end of the financial year.
7. AUDIT COMMITTEE
The Audit Committee consists of three non-executive independent directors. The members of the Committee are:
Phua Bah Lee (Chairman) Boey Tak Hap Lee Han Yang
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 2006 before their submission to the board of directors for approval and the auditors’ report on these financial statements.
The Audit Committee has nominated PricewaterhouseCoopers for re-appointment as auditors of the Company at the forthcoming Annual General Meeting.
PG 53 SUMMARY DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
8. MATERIAL AND UNUSUAL ITEMS DURING AND AFTER THE FINANCIAL YEAR
The results of the operations of the Company and of the Group during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which would affect substantially the results of the operations of the Company and of the Group for the financial year in which this report is made or render any item in the full financial statements of the Company and the Group for the current financial year misleading or affect the ability of the Company and the Group in meeting their obligations as and when they fall due.
The summary financial statement set out on pages 50 to 63 was approved by the board of directors on 18 September 2006 and was signed on its behalf by:
CHENG WAI KEUNG NE CHEN DUEN Director Director
Singapore 18 September 2006
PG 54 AUDITORS’ STATEMENT TO THE MEMBERS OF WING TAI HOLDINGS LIMITED FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
We have examined the summary financial statement set on pages 50 to 63, which has been prepared by the directors.
In our opinion, the summary financial statement is consistent in all material respects with the full financial statements and Directors’ Report of Wing Tai Holdings Limited for the financial year ended 30 June 2006 from which they were derived and complies with the requirements of Section 203A of the Companies (Amendment) Act 1995, and regulations made thereunder, applicable to a summary financial statement.
We have issued an unqualified audit report dated 18 September 2006 on the full financial statements of Wing Tai Holdings Limited and its subsidiary companies for the year ended 30 June 2006, which is as follows:
“AUDITORS’ REPORT TO THE MEMBERS OF WING TAI HOLDINGS LIMITED
We have audited the accompanying financial statements of Wing Tai Holdings Limited set out on pages # to # for the financial year ended 30 June 2006, comprising the balance sheet of the Company and the consolidated financial statements of the Group. These financial statements are the responsibility of the Company’s directors. 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 plan and perform our audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the accompanying balance sheet of the Company and consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Companies Act, Cap. 50 (“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 at 30 June 2006 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 subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.”
PRICEWATERHOUSECOOPERS Certified Public Accountants
Singapore 18 September 2006
# The page numbers are as stated in the Auditors’ Report dated 18 September 2006 included in Wing Tai Holdings Limited full financial statements for the year ended 30 June 2006.
PG 55 SUMMARY INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
The Group 2006 2005 $’000 $’000 (restated)
Revenue 889,258 281,569 Cost of sales (664,863) (200,274) Gross profit 224,395 81,295
Other gains (net) 13,804 4,640
Expenses – Distribution (40,370) (26,746) – Administrative (44,225) (23,775) – Other (41,950) (9,588)
Exceptional items (1,534) (7,412) Operating profit 110,120 18,414
Finance costs (40,297) (36,640)
Share of results of associated companies and joint venture companies 87,082 45,165 Profit before tax 156,905 26,939
Income tax (21,163) (1,583) Total profit 135,742 25,356
Attributable to: Equity holders of the Company 128,028 24,411 Minority interests 7,714 945 135,742 25,356
Earnings per share attributable to the equity holders of the Company (cents) Basic 17.84 3.41 Diluted 17.81 3.41
PG 56 SUMMARY BALANCE SHEETS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
The Group The Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 (restated) (restated)
ASSETS Current assets Cash and cash equivalents 308,538 138,075 168,425 37,858 Trade and other receivables 76,686 48,228 383,226 409,843 Inventories 23,717 5,577 – – Derivative financial instruments 1,851 – 1,874 – Development properties 1,056,906 943,375 – – Investment property held for sale – 230,000 – – Tax recoverable 17,234 16,417 9,514 1,167 Other current assets 16,925 12,549 1,278 5,527 1,501,857 1,394,221 564,317 454,395
Non-current assets Trade and other receivables 238,701 233,870 660,293 687,260 Available-for-sale financial assets 7,774 3,853 3,793 3,793 Investments in subsidiary companies – – 253,392 132,366 Investments in associated companies 371,749 455,971 – 121,026 Investments in joint venture companies 89,870 91,605 – – Investment properties 417,970 297,103 – – Property, plant and equipment 117,328 99,689 90,533 91,818 1,243,392 1,182,091 1,008,011 1,036,263
Total assets 2,745,249 2,576,312 1,572,328 1,490,658
LIABILITIES Current liabilities Trade and other payables 104,786 122,579 212,516 181,025 Borrowings 246,368 170,335 50,000 100,000 Provision for current tax 11,732 5,369 2,275 1,813 362,886 298,283 264,791 282,838
Non-current liabilities Borrowings 861,347 1,029,451 275,000 200,000 Deferred tax 7,444 1,777 158 158 Other non-current liabilities 251,695 245,308 77,029 74,660 1,120,486 1,276,536 352,187 274,818
Total liabilities 1,483,372 1,574,819 616,978 557,656
NET ASSETS 1,261,877 1,001,493 955,350 933,002
EQUITY Capital and reserves attributable to the Company’s equity holders Share capital 687,193 179,027 687,193 179,027 Share premium and other reserves 204,874 695,536 83,782 587,512 Revenue reserve 257,814 146,890 184,375 166,463 1,149,881 1,021,453 955,350 933,002 Minority interests 111,996 (19,960) – – Total equity 1,261,877 1,001,493 955,350 933,002
PG 57 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
Attributable to equity holders of the Company Share Share Asset revaluation Revenue Minority capital premium and other reserves reserve interests Total equity $’000 $’000 $’000 $’000 $’000 $’000
Balance at 1 July 2005 179,027 501,600 193,470 141,331 (19,960) 995,468 Effect of adopting FRS 28 – – – 6,025 – 6,025 Effect of adopting FRS102 – – 466 (466) – – As restated 179,027 501,600 193,936 146,890 (19,960) 1,001,493
Effect of adopting FRS39 – – (5,922) – – (5,922) 179,027 501,600 188,014 146,890 (19,960) 995,571
Revaluation surplus – – 5,219 – (605) 4,614 Deferred tax debited to equity – – (41) – (41) (82) Currency translation differences – – (12,646) – (1,006) (13,652) Cash flow hedges – – 8,084 – – 8,084 Share of capital reserves of associated companies and joint venture companies – – 11,091 – 4,784 15,875 Realisation of reserve upon sale of investment property and property, plant and equipment – – 8,910 121 – 9,031 Net gains recognised directly in equity – – 20,617 121 3,132 23,870 Net profit – – – 128,028 7,714 135,742 Total recognised gains for the financial year – – 20,617 128,149 10,846 159,612
Cost of share-based payment – – 956 – – 956 Issue of shares 771 1,082 – – – 1,853 Transfer to Share Capital upon commencement of Companies (Amendment) Act 2005 507,395 (502,682) (4,713) – – – Issue of shares by a subsidiary company to its minority shareholder – – – – 400 400 Dividend paid by a subsidiary company to the minority shareholder – – – – (5,590) (5,590) Ordinary dividends paid – – – (17,225) – (17,225) Liquidation of subsidiary company – – – – (16,280) (16,280) Acquisition of a subsidiary company – – – – 142,580 142,580 Balance at 30 June 2006 687,193 – 204,874 257,814 111,996 1,261,877
PG 58 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
Attributable to equity holders of the Company Share Share Asset revaluation Revenue Minority capital premium and other reserves reserve interests Total equity $’000 $’000 $’000 $’000 $’000 $’000
Balance at 1 July 2004 178,943 501,455 141,604 124,961 14,183 961,146 Effect of adopting FRS 28 – – – 9,048 – 9,048 Effect of adopting FRS 102 – – 74 (74) – – As restated 178,943 501,455 141,678 133,935 14,183 970,194
Revaluation deficit – – (9,225) – – (9,225) Deferred tax credited to equity – – 397 – – 397 Currency translation differences – – (5,222) – 4,698 (524) Share of capital reserves of associated companies and joint venture companies – – 65,916 – 599 66,515 Net gains recognised directly in equity – – 51,866 – 5,297 57,163 Net profit – – – 24,411 945 25,356 Total recognised gains for the financial year – – 51,866 24,411 6,242 82,519
Cost of share-based payment – – 392 – – 392 Issue of shares 84 145 – – – 229 Dividend paid by a subsidiary company to its minority shareholders – – – – (62) (62) Ordinary dividends paid – – – (11,456) – (11,456) Acquisition of a subsidiary company – – – – (40,323) (40,323) Balance at 30 June 2005 179,027 501,600 193,936 146,890 (19,960) 1,001,493
PG 59 NOTES TO THE SUMMARY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
1. GENERAL
The Company is incorporated in Singapore and the financial statements are expressed in Singapore dollars.
In 2006, the Group adopted the following new or revised Financial Reporting Standards (“FRS”):
FRS 1 (revised 2004) Presentation of Financial Statements FRS 2 (revised 2004) Inventories FRS 8 (revised 2004) Accounting Policies, Changes in Accounting Estimates and Errors FRS 10 (revised 2004) Events after the Balance Sheet Date FRS 16 (revised 2004) Property, Plant and Equipment FRS 17 (revised 2004) Leases FRS 21 (revised 2004) The Effects of Changes in Foreign Exchange Rates FRS 24 (revised 2004) Related Party Disclosures FRS 27 (revised 2004) Consolidated and Separate Financial Statements FRS 28 (revised 2004) Investments in Associates FRS 31 (revised 2004) Interests in Joint Ventures FRS 32 (revised 2004) Financial Instruments: Disclosure and Presentation FRS 33 (revised 2004) Earnings per Share FRS 36 (revised 2004) Impairment of Assets FRS 39 (revised 2004) Financial Instruments: Recognition and Measurement FRS 102 Share-based Payments FRS 103 Business Combinations FRS 105 Non-current Assets Held for Sale and Discontinued Operations
The adoption of the above new or revised FRS did not result in substantial changes to the Group’s accounting policies except as disclosed below:
FRS 21 (revised 2004) The Effects of Changes in Foreign Exchange Rates
Translation differences on loans to subsidiary companies
Previously, translation differences on loans from the Company to its subsidiary companies which forms part of the Company’s net investment in the subsidiary companies were included in the currency translation reserve of the Company. FRS 21 (revised 2004) requires these exchange differences of the Company to be recognised in the income statement of the Company.
This change was effected retrospectively and consequently affected the following previously reported balances as at 30 June 2005:
The Company $’000
Increase/(decrease) in: Currency translation reserve (16,426) Retained earnings 16,426
This change has no impact on the Group’s financial statements.
FRS 27 (revised 2004) Consolidated and Separate Financial Statements
Previously, there was no requirement for the presentation of minority interests within equity. FRS 27 (revised 2004) requires minority interests to be presented with equity of the Group retrospectively.
FRS 28 (revised 2004) Investments in Associates
Previously, there was six months lag in equity accounting for certain associated companies. FRS 28 (revised 2004) requires the difference between the reporting date of an associated company and that of the investor to be no greater than three months.
The Group has also applied this requirement to its investments in joint venture companies where equity method is applied.
PG 60 NOTES TO THE SUMMARY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
1. GENERAL (CONTINUED)
FRS 28 (revised 2004) Investments in Associates (Continued) This change was effected retrospectively and consequently affected the following previously reported balances as at 30 June 2005:
The Group $’000 Increase/(decrease) in: Investments in associated companies 2,144 Investments in joint venture companies 3,881 Retained earnings 6,025 Share of results of associated companies and joint venture companies (3,023) Basic earnings per share (cents per share) (0.42) Diluted earnings per share (cents per share) (0.42)
FRS 32 (revised 2004) Financial Instruments: Disclosure and Presentation and FRS 39 (revised 2004) Financial Instruments: Recognition and Measurement (a) Classification and consequential accounting for financial assets and financial liabilities
Under FRS 39 (revised 2004), the investments in equity interests of other companies are classified in the “available-for-sale financial assets” and are initially recognised as fair value and subsequently measured to fair value at the balance sheet date with all gains and losses other than impairment loss taken to equity. Impairment losses are taken to the income statement in the period it arises. On disposal, gains and losses previously taken to equity are included in the income statement. This change was effected prospectively from 1 July 2005 but it did not materially affect the balance sheet as at 1 July 2005. (b) Accounting for derivative financial instruments and hedging activities Cash flow hedge
The Group has entered into interest rate swaps to hedge the Group’s exposure to interest rate risk on its borrowings. Under the interest rate swaps, the Group agreed with other parties to exchange, at specified intervals (mainly quarterly), the difference between fixed rate and floating rate interest amounts calculated by reference to the agreed notional principal amounts. Previously, the above-mentioned difference was taken to the income statement on an accrual basis. The excess of fixed rate interest payables over floating rate interest receivables was recorded as current payables; the excess of floating interest receivables over fixed rate interest payables was recorded as current receivables.
In accordance with FRS 39 (revised 2004), the effective portion of changes in the fair value of the interest rate swaps that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect the income statement.
The changes described above were effected prospectively from 1 July 2005 and consequently affected the following balance sheet items as at 1 July 2005:
The The Group Company $’000 $’000 Increase in: Derivative financial instruments – Current liabilities (5,922) (3,485)
Increase in: Hedging reserve (5,922) (3,485)
The Group also entered into foreign currency contracts to hedge anticipated purchases. These contracts do not qualify for hedge accounting and consequently, the changes in fair values of these contracts are included in the income statement in the period it arises.
PG 61 NOTES TO THE SUMMARY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
1. GENERAL (CONTINUED)
(b) Accounting for derivative financial instruments and hedging activities (Continued)
Derivatives that do not qualify for hedge accounting
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement.
FRS 102 Share-based Payments
Previously, the provision of share options to employees did not result in any charge in the income statement. The Group and Company recognised an increase in share capital and share premium when the options were exercised. On adoption of FRS 102, an expense is recognised in the income statement for share options issued with a corresponding increase in the share option reserve.
This change was effected retrospectively for share options granted after 22 November 2002 and not yet vested by 1 July 2005. Consequently, the following previously reported balances as at/for the financial year ended 30 June 2005 were adjusted.
The The Group Company $’000 $’000
Increase/(decrease) in: Retained earnings (466) (466) Share option reserve 466 466
Administrative expenses 392 392
Basic earnings per share (cents per share) 0.05 Diluted earnings per share (cents per share) 0.05
2. DIVIDENDS
The Group and The Company 2006 2005 $’000 $’000
Ordinary dividends paid First and final dividend on ordinary shares of 3 cents per share less tax in respect of financial year ended 30 June 2005 17,225 –
First and final dividend on ordinary shares of 2 cents per share less tax in respect of financial year ended 30 June 2004 – 11,456 17,225 11,456
The directors have recommended a first and final dividend in respect of the financial year ended 30 June 2006 of 3 cents per share less tax amounting to a total of $17.2 million. The directors also recommended a special dividend in respect of the financial year ended 30 June 2006 of 3 cents per share less tax amounting to $17.2 million. These financial statements do not reflect the proposed dividends, which will be accounted for in the shareholders’ equity as an appropriation of revenue reserve in the financial year ending 30 June 2007.
The proposed first and final dividend in respect of the financial year ended 30 June 2005 has been accounted for in the shareholders’ equity as an appropriation of revenue reserve in the current financial year.
PG 62 NOTES TO THE SUMMARY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
3. RELATED PARTY TRANSACTIONS
In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place during the financial year at terms agreed between the parties:
(a) Sales and purchases of goods and services
The Group 2006 2005 $’000 $’000
Purchases of goods by company related to a director 3,548 –
Commission income from: – associated companies 84 180 – joint venture companies 1,059 400
Management fees and service fees received from: – associated companies 2,590 524 – joint venture companies 900 150
Management fees paid to an associated company 353 –
Rental paid to an associated company 19 54
Reimbursement of administrative costs and service fees from: – associated companies 615 1,932 – joint venture companies – 34
Reimbursement of administrative costs and service fees to: – associated companies 557 202 – joint venture companies 4 –
Financial, secretarial and administration fees received from: – associated companies 30 50 – joint venture companies 156 153
(b) Key management personnel compensation
Key management personnel compensation is as follows:
The Group 2006 2005 $’000 $’000
Salaries and other short-term employee benefits 7,619 5,143 Share options granted 90 52 7,709 5,195
Including in above, total compensation to directors of the Company amounted to $4,364,000 (2005: $2,856,000).
4. DIRECTORS’ INTEREST
The Group 2006 2005 $’000 $’000
Property management fees received from companies in which some of the directors have a substantial interest – 27
PG 63 NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 42nd Annual General Meeting of the Company will be held at the Moor Room, Level 4, Raffles City Convention Centre, Swissôtel The Stamford, 2 Stamford Road, Singapore 178882 on Thursday, 26 October 2006 at 10.30 a.m. to transact the following business:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Accounts for the financial year ended 30 June 2006 and the Reports Resolution 1 of the Directors and Auditors thereon.
2. To declare a First and Final Dividend of 3 cents per share and a Special Dividend of 3 cents per share, Resolution 2 less 20% Singapore income tax for the financial year ended 30 June 2006.
3. To approve Directors’ fees for the financial year ended 30 June 2006. Resolution 3
4. (a) To note the retirement of Mr Christopher Patrick Langley who is retiring by rotation in accordance with Article 107 of the Company’s Articles of Association. Mr Langley has decided not to seek re-election.
(b) To re-elect the following Directors who are retiring in accordance with the Company’s Articles of Association:
(i) Mr Cheng Wai Keung (Retiring under Article 107) Resolution 4 (ii) Mr Boey Tak Hap (Retiring under Article 107) Resolution 5
Mr Boey Tak Hap upon re-election as a Director of the Company, remains as a member of the Audit Committee. Mr Boey will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
5. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Directors to fix Resolution 6 their remuneration.
AS SPECIAL BUSINESS
6. To re-appoint the following Directors to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act (Chapter 50):
(a) Mr Phua Bah Lee Resolution 7 (b) Mr Lee Han Yang Resolution 8
Mr Phua Bah Lee, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain as Chairman of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. (See Explanatory Note 1)
Mr Lee Han Yang, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain as a member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. (See Explanatory Note 2)
PG 64 NOTICE OF ANNUAL GENERAL MEETING
7. To consider, and if thought fit, to pass the following Ordinary Resolutions with or without modifications:
(a) “That pursuant to Section 161 of the Companies Act (Chapter 50), and the listing rules of the Resolution 9 Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to issue shares and convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that:
(i) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution does not exceed 50% of the Company’s issued share capital, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20% of the Company’s issued share capital; and for the purpose of this Resolution, the issued share capital shall be the Company’s issued share capital at the time this Resolution is passed (after adjusting for new shares arising from the conversion of convertible securities or share options on issue at the time this Resolution is passed and any subsequent consolidation or subdivision of the Company’s shares), and
(ii) unless revoked or varied by the Company in general meeting, the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.” (See Explanatory Note 3)
(b) “That pursuant to Section 161 of the Companies Act (Chapter 50), approval be and is hereby given to Resolution 10 the Directors of the Company to exercise full powers of the Company to issue and allot shares in the Company pursuant to the exercise of options granted in connection with or pursuant to the terms and conditions of the Wing Tai Holdings Limited (2001) Share Option Scheme approved by Shareholders of the Company in general meeting on 31 August 2001 and as may be amended from time to time (the “2001 Scheme”) and, pursuant to the 2001 Scheme, to make and grant offers, agreements and options which would or may require shares to be issued and allotted, whether during the continuance of this authority or thereafter, upon such terms and conditions as the Directors may in their absolute discretion deem fit.” (See Explanatory Note 4)
8. To transact any other business that may be transacted at an Annual General Meeting of the Company.
By Order of the Board
Gabrielle Tan Company Secretary
Singapore 3 October 2006
PG 65 NOTICE OF ANNUAL GENERAL MEETING
Notes:
1. A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead.
2. A Shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.
3. A proxy need not be a Shareholder of the Company.
4. The instrument appointing a proxy must be deposited at the registered office of the Company at 107 Tampines Road, Singapore 535129 not less than 48 hours before the time fixed for holding the Meeting.
Explanatory Notes:
1. The proposed Resolution 7 above, if passed, will authorise Mr Phua Bah Lee, who is over the age of 70, to continue in office as a Director of the Company until the next Annual General Meeting of the Company.
2. The proposed Resolution 8 above, if passed, will authorise Mr Lee Han Yang, who is over the age of 70, to continue in office as a Director of the Company until the next Annual General Meeting of the Company.
3. The proposed Resolution 9 above, if passed, will empower the Directors of the Company, from the date of the above Annual General Meeting until the next Annual General Meeting, to issue shares and convertible securities in the Company. The aggregate number of shares and convertible securities which the Directors may issue under this Resolution shall not exceed 50% of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to existing shareholders shall not exceed 20% of the issued share capital of the Company.
The percentage of issued share capital is based on the Company’s issued share capital at the time this proposed Resolution is passed, after adjusting for (a) new shares arising from the conversion of convertible securities or share options on issue at the time this proposed Resolution is passed; and (b) any subsequent consolidation or subdivision of shares.
4. The proposed Resolution 10 above, if passed, will empower the Directors of the Company, from the date of the above Annual General Meeting until the conclusion of the next Annual General Meeting, to issue shares in connection with the 2001 Scheme and to grant offers, agreements and options which would require shares to be issued. This authority is in addition to the general authority to issue shares and convertible securities sought under Resolution 9.
PG 66 SHAREHOLDING STATISTICS AS AT 8 SEPTEMBER 2006
SHARE CAPITAL
Issued and fully paid-up capital : S$687,193,477.79 divided into 718,227,602 ordinary shares Voting rights : 1 vote per share
DISTRIBUTION OF SHAREHOLDERS
Size of Shareholdings No. of Shareholders % No. of Shares %
1 to 999 171 1.52 49,909 0.01 1,000 to 10,000 9,622 85.69 35,657,002 4.96 10,001 to 1,000,000 1,415 12.60 43,792,294 6.10 1,000,001 and above 21 0.19 638,728,397 88.93 Total 11,229 100.00 718,227,602 100.00
TWENTY LARGEST SHAREHOLDERS
Name No. of Shares %
1 Wing Sun Development Private Limited 202,032,264 28.13 2 DBS Nominees Pte Ltd 94,130,791 13.11 3 Winlyn Investment Pte Ltd 66,106,760 9.20 4 HSBC (Singapore) Nominees Pte Ltd 63,205,321 8.80 5 Citibank Nominees Singapore Pte Ltd 55,281,649 7.70 6 United Overseas Bank Nominees Pte Ltd 28,651,275 3.99 7 Raffles Nominees Pte Ltd 26,002,375 3.62 8 DBS Vickers Securities (Singapore) Pte Ltd 22,196,666 3.09 9 DBSN Services Pte Ltd 19,235,017 2.68 10 Nu Chan Sing Pte Ltd 16,666,666 2.32 11 Empire Gate Holdings Limited 11,017,793 1.53 12 OCBC Nominees Singapore Pte Ltd 9,717,438 1.35 13 Merrill Lynch (Singapore) Pte Ltd 5,006,876 0.70 14 UOB Kay Hian Pte Ltd 4,951,833 0.69 15 Winway Investment Pte Ltd 3,208,333 0.45 16 Chow Helen 2,595,666 0.36 17 Morgan Stanley Asia (Singapore) Securities Pte Ltd 2,375,341 0.33 18 Oversea Chinese Bank Nominees Pte Ltd 2,347,833 0.33 19 DB Nominees (Singapore) Pte Ltd 1,568,000 0.22 20 Phillip Securities Pte Ltd 1,263,834 0.18 Total 637,561,731 88.78
PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC
As at 8 September 2006, approximately 52.11% 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.
PG 67 SHAREHOLDING STATISTICS AS AT 8 SEPTEMBER 2006
SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS
Name Interest (No. of Ordinary Shares)
Cheng Wai Keung 284,960,8161 Edmund Cheng Wai Wing 282,381,1502 Christopher Cheng Wai Chee 279,279,3173 Edward Cheng Wai Sun 279,156,8174 Ne Chen Duen 85,551,2037 Liu Hing Yuen, Patricia @ Liu Pui Yuk 85,566,2037 Deutsche Bank International Trust Co. (Cayman) Limited 279,156,8174 Deutsche Bank International Trust Co. (Jersey) Limited 279,156,8174 Wing Sun Development Private Limited 202,032,264 Wing Tai Asia Holdings Limited 213,050,0575 Winlyn Investment Pte Ltd 66,106,760 Terebene Holdings Inc 66,106,7606 Nu Chan Sing Pte Ltd 85,551,2038 HSBC Holding plc 37,870,113
1 Includes 282,365,150 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway Investment Pte Ltd and Empire Gate Holdings Limited and 2,595,666 shares beneficially held by Mdm Chow Helen. 2 Includes 282,365,150 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway Investment Pte Ltd and Empire Gate Holdings Limited and 16,000 shares beneficially held by Mrs Kit Heng Wong-Cheng. 3 Includes 279,156,817 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. 4 Includes 279,156,817 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire Gate Holdings Limited. 5 Includes 213,050,057 shares beneficially owned by Wing Sun Development Private Limited and Empire Gate Holdings Limited. 6 Shares beneficially owned by Winlyn Investment Pte Ltd in which Terebene Holdings Inc is deemed to have an interest. 7 Includes 85,551,203 shares beneficially owned by Winlyn Investment Pte Ltd and Nu Chan Sing Pte Ltd. 8 Includes 66,106,760 shares beneficially owned by Winlyn Investment Pte Ltd and 2,777,777 shares owned by a nominee, Citibank Nominees Singapore Pte Ltd.
PG 68 WING TAI HOLDINGS LIMITED IMPORTANT (Incorporated in the Republic of Singapore) 1. For investors who have used their CPF monies to buy shares of Wing Tai Holdings Limited, this Report is sent to them at the request of their CPF Company Registration No. 196300239D Approved Nominees and is sent solely FOR INFORMATION ONLY. PROXY FORM 2. This proxy form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
I/We, ______of ______being a Shareholder(s) of Wing Tai Holdings Limited (the “Company”), hereby appoint:
Name Address NRIC/Passport Number Proportion of Shareholdings No. of Shares %
and/or (delete as appropriate)
as my/our proxies, to vote for me/us on my/our behalf and, if necessary, to demand a poll at the 42nd Annual General Meeting of the Company to be held on Thursday, 26 October 2006 at 10.30 a.m. at the Moor Room, Level 4, Raffles City Convention Centre, Swissôtel The Stamford, 2 Stamford Road, Singapore 178882 and at any adjournment thereof.
I/We have indicated with an “X” in the appropriate box below how I/we wish my/our proxies to vote. If no specific direction as to voting is given, my/our proxies may vote or abstain at his/her discretion.
To be used To be used on a show of hands in the event of a poll For Against Number of Number of Resolution Resolutions relating to: Votes For Votes Against 1. Adoption of Directors’ Report and Accounts 2. Declaration of First and Final Dividend and Special Dividend 3. Approval of Directors’ fees 4. Re-election of Mr Cheng Wai Keung 5. Re-election of Mr Boey Tak Hap 6. Re-appointment of PricewaterhouseCoopers as auditors and to authorise the Directors to fix their remuneration 7. Re-appointment of Mr Phua Bah Lee 8. Re-appointment of Mr Lee Han Yang 9. Authority to issue shares and convertible securities pursuant to Section 161 of the Companies Act (Chapter 50) 10. Authority to offer and grant options and to issue shares in accordance with the provisions of Wing Tai Holdings Limited (2001) Share Option Scheme
Number of shares held Dated this ______day of ______2006.
______Signature(s) of Shareholder(s)/Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF PG 69 WING TAI HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 196300239D PROXY FORM
Notes:
1. A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. Such proxy need not be a Shareholder of the Company and where there are two proxies, the proportion of shareholdings to be represented by each proxy must be stated.
2. This instrument appointing a proxy or proxies must be signed by the appointor or his/her duly authorised attorney. Where this instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
3. A body corporate Shareholder may also appoint an authorised representative or representatives in accordance with Section 179 of the Companies Act (Chapter 50) to attend and vote for and on behalf of such body corporate.
4. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act (Chapter 50), you should insert that number of shares. If you have shares registered in your name in the Register of Members of the Company, you should insert that number of shares. If you have shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of shares. If no number is inserted, this instrument appointing a proxy or proxies will be deemed to relate to all the shares held by you.
5. This instrument appointing a proxy or proxies, duly executed, must be deposited at the Registered Office of the Company at 107 Tampines Road, Singapore 535129 at least 48 hours before the time fixed for holding the Meeting.
6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
General
The Company shall be entitled to reject this instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in this instrument appointing a proxy or proxies. In addition, in the case of Shareholders whose shares are deposited with The Central Depository (Pte) Limited (“CDP”), the Company may reject any instrument appointing a proxy or proxies lodged if such Shareholders are not shown to have shares entered against their names in the Depository Register 48 hours before the time fixed for holding the Meeting as certified by CDP to the Company.
PG 70 WING TAI HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 196300239D REQUEST FORM
3 October 2006
Dear Shareholder
This is a copy of the Chairman’s Statement and Summary Financial Statement (“Summary Report” or “SR”) of Wing Tai Holdings Limited for the financial year ended 30 June 2006. The Summary Report contains a review of the Group for the year ended 30 June 2006. It also contains a summary of the audited financial statements of the Company and the Group. We will be sending you a copy of the Summary Report for so long as you are a shareholder of Wing Tai Holdings Limited, unless you indicate otherwise.
The full financial statement of the Company and the Group for the year ended 30 June 2006 are set out in a separate report called Annual Report (“AR”). This report is available to all registered shareholders of Wing Tai Holdings Limited at no cost upon request.
We will need to know which shareholders wish or do not wish to receive the SR and the AR. Therefore, we would appreciate if you could complete this request slip and return it to Wing Tai Holdings Limited by 17 October 2006 if you want to receive a copy of the AR. By failing to respond, we will take it that you do not wish to receive copies of the AR for the financial year ended 30 June 2006 and for so long as you are a shareholder. However, you may register or change your request for future financial years.
Yours faithfully For and on behalf of Wing Tai Holdings Limited
Gabrielle Tan Company Secretary
REQUEST SLIP To Wing Tai Holdings Limited
N.B. Please tick only one box. Incomplete forms will not be processed.
Please send me/us a copy of the Annual Report in addition to the Summary Report for the financial year ended 30 June 2006 and for so long as I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We do not wish to receive the Summary Report or the Annual Report for so long as I/we am/are a shareholder of Wing Tai Holdings Limited.
Name(s) of Shareholder(s):______
NRIC/Passport number(s):______CDP Securities Account No.*:______
Address:______
______Postcode:______
Signature:______Date:______
* This is only applicable if your shares in Wing Tai Holdings Limited are registered with The Central Depository (Pte) Limited. PG 71 1ST FOLD
2ND FOLD
Postage will be paid by addressee. For posting in Singapore only. BUSINESS REPLY SERVICE PERMIT NO. 05214
The Registrar Wing Tai Holdings Limited (Tricor Barbinder Share Registration Services) 8 Cross Street #11-00 PWC Building Singapore 048424
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