ig a hlig limited holdings tai wing
Newer Heights, annual report Bolder Strides 07
CONTENTS 02 Chairman’s Message Every Home 06 Has a Story timeless. exclusive. modern lifestyle investment. Contemporary city rhythm without the blues. Be Our Guest 14 Superb Location. Premium Hospitality. Experience The Comforts of Home in A Different City. Tog Sense 18 Stylish and inspirational. revel in the finest threads. Seriously classy and versatile. 24 Year In Year Out corporate data.28 board of directors.29 key management staff.33 corporate governance.34 financial reports.41
SINGAPORE MALAYSIA Wing Tai Holdings Limited DNP Holdings Berhad 3 Killiney Road Kuala Lumpur #10-01 Winsland House I 5 Jalan SS23/11 Singapore 239519 Taman SEA Tel: (65) 6280 9111 47400 Petaling Jaya Fax: (65) 6736 3486 Selangor Darul Ehsan Malaysia 107 Tampines Road Tel: (603) 7806 3211 Singapore 535129 Fax: (603) 7806 3380 Tel: (65) 6309 1200 Fax: (65) 6343 0021 25-3A Jalan SS23/11 www.wingtaiasia.com.sg Taman SEA 47400 Petaling Jaya CHINA Selangor Darul Ehsan Jiaxin (Suzhou) Property Malaysia Development Co., Ltd Tel: (603) 7880 9381/82 8/F Blk 1A Singa Plaza Fax: (603) 7880 9380 No 8 Jinji Hu Road Suzhou Industrial Park Penang PRC 215021 166-A Rifle Range Road Tel: (86) 512 6761 2128 11400 Penang Malaysia Fax: (86) 512 6761 9098 Tel: (604) 828 7291 www.wingtaiasia.com.cn Fax: (604) 828 3998 www.wingtaiasia.com.my HONG KONG USI Holdings Limited Suite 3103 9 Queen’s Road Central Hong Kong Tel: (852) 2525 9798 Fax: (852) 2801 4302 www.usi.com.hk
Holding court in Draycott 8 is a 17,000 sq ft award-winning 2- storey colonial clubhouse. This beautifully conserved bungalow houses modern facilities such as an exclusive wine cellar, cigar terrace, Japanese onsen and top- notch concierge service.
chairman’s message
Chairman’s Message
The Singapore economy grew strongly by 7.6% in the first half of 2007 and is expected to achieve a growth of 7.0% to 8.0% for the full year. The Singapore property market sentiment continues to be positive and demand for residential projects has remained strong. Asia is growing at an accelerated pace; with the rapid development of emerging markets led by the growth of China in particular, we continue to see good opportunities in the region’s real estate and retail sectors.
Delivering Shareholder Value As a result of the improved performance, the Board of Directors The Group achieved a revenue of S$981.6 million for the have recommended a first and final cash dividend of 3 cents current financial year ended 30 June 2007. This represents per share less tax and a special cash dividend of 5 cents per an increase of 10% from the S$889.3 million in the previous share less tax. In addition, to utilise the Company’s section year. This increase is brought about by the higher contribution 44 balance, the Board has proposed a special rights dividend from the development properties as more property units of 25 cents per share less tax and a 1-for-10 Rights Issue of were sold in Draycott 8, Kovan Melody, The Light at Cairnhill up to 72.2 million new ordinary shares at an issue price of and Amaryllis Ville. S$2.05 for each rights share. The Group’s operating profit for the current year is S$421.9 million, an increase of S$311.7 million over the previous year. Sustainable Performance The current year’s operating profit includes the fair value gains Several new and strategically located residential developments of S$189.0 million on investment properties. The fair value in Singapore viz. The Riverine by the Park and Casa Merah, gains were taken into account in the income statement as a were fully subscribed within a month of their releases. We result of the early adoption of the new Financial Reporting shall be releasing more new residential developments located Standard (FRS) 40 Investment Property. Excluding these in the prime districts in the coming year, including Helios gains, the Group’s operating profit still rose by a healthy 112% Residences along Cairnhill Circle, L’Viv on Newton Road and to S$232.9 million in the current year, largely due to profits Belle Vue Residences on Oxley Walk. With the acquisition recognised from the sale of residential property units. of additional freehold, prime residential sites viz. the former Ardmore Point site and the former Anderson 18 site, the Group’s The Group’s net profit attributable to shareholders for the residential development portfolio in Singapore has reached current year is S$381.8 million. This represents an increase 1 million square feet in combined gross floor area. of 198% over the net profit of S$128.0 million recorded in the previous year. New projects in Malaysia also progressed well. The Meritz, launched in January 2007, was fully sold. A luxury condominium The Group’s net gearing ratio has been reduced to 0.4 times along Jalan Ceylon is also targeted for launch. DNP Holdings as at 30 June 2007 from 0.7 times as at 30 June 2006. This Berhad holds about 10.8 million square feet in gross floor has been brought about by the cash generated from the sale area of landbanks in Kuala Lumpur and Penang. of residential property units and the increase in the Group’s net asset value in the current year.
VisionCrest Residence is an urban oasis nestled next to the picturesque Fort Caning Park and the beautifully restored House of Helios Residences allures with close proximity to Tan Yeok Nee. Singapore’s prime retail and entertainment hub, cosying up to the lush greens of the Cairnhill enclave.
In May 2007, we created a development and investment Wing Tai Retail won several awards in the past year for its real estate platform to inject equity totaling US$450 million management and service excellence. We will continue to to invest in approximately US$1 billion worth of projects in increase synergies across our business lines to achieve China. We are leading the consortium in identifying business brand success, like the repositioning of G2000 in May 2007. opportunities and managing the venture and its assets; our We shall continue to expand our business to seize growth international partners are SEB Immobilien-Investment GmbH opportunities in the retail sector; several new brands are in from Germany, Forum Partners from the United States and the pipeline for the coming year. the Eilam Group Ltd from Israel. Our portfolio of investment properties through Lanson Place Restructuring serviced apartments in Singapore, Malaysia, Hong Kong During the year, through a restructuring exercise, USI Holdings and China, continued to perform strongly and to achieve Limited acquired the Group’s 27.7% interest in Winsor consistently high occupancies averaging above 90% Properties Holdings Limited in exchange for new shares through the year. Benefiting from rising demands for office issued by USI Holdings and Winsor Properties becomes space, healthy occupancies of over 90% were achieved in a subsidiary of USI Holdings. After the restructuring, the Singapore for Winsland House I, Winsland House II, and Group’s interest in USI Holdings increased from 21.0% to Burlington Square. 31.8% and USI Holdings has become the Group’s flagship company in Hong Kong. Our retail arm expanded to achieve S$208 million in revenue under management in the current year. This represents a Building Brand growth of 28% as compared to last year. As of August 2007, WingTai Asia continues to deliver premier developments, quality we have 18 brands in over 160 outlets throughout Singapore products and attention to detail services to customers. As and Malaysia. we expand across Asia, we shall continue to leverage on our brand and engage in corporate citizenry activities to enhance our corporate image and reputation in the communities where we do business.
chairman’s message
Lanson Place Residences and Lanson Place Hotel extend their trademark premium G2000 is for living, working, flirting and succeeding.R eflecting the latest fashion trends inE urope, hospitality across Singapore, Kuala Lumpur, Hong Kong, Shanghai, and most recently, with quality fabrics at affordable prices. Beijing.
Board Movement “The Group’s operating profit for the We welcome Mr Paul Tong Hon To who joined us as Non- Executive Director in August 2007. We bade farewell to Mr current year is S$421.9 million, an Christopher Patrick Langley, OBE and Mr Ne Chen Duen who increase of S$311.7 million over the retired in October 2006 and August 2007, respectively. On previous year.” behalf of the Board, I thank Christopher and Chen Duen for their contributions to the Board over the years.
Recognising Contributions I thank my fellow Board members for their invaluable insights and guidance to the Group. I also commend our management and staff for their passion, dedication and integrity, without whom the strong results this past year could not be achieved. Finally, I thank our many stakeholders, including shareholders, customers, bankers, and business partners, for their continued support of the Group.
Cheng Wai Keung Chairman 28 September 2007
every home has a story
property timeless. exclusive. modern lifestyle investment. Contemporary city rhythm without the blues.
A major architectural icon in the Orchard Road area, the Helios Residences will be a beacon of style and luxury.
property
Property
The Riverine by the Park, sited in the greater Marina Bay area, overlooks a cityscape framed by palm trees, where a new vista unfolds with each sunset.
Singapore Singapore residential property market achieved Kovan Melody, a residential development comprising 778 unprecedented benchmark prices, especially in the high- units was completed with Temporary Occupation Permit end luxury sector. Strong demand for high-end residential obtained in December 2006. All units were taken up by end homes was attributed to strong economic fundamentals and March 2007. tremendous growth in the various sectors of the economy, In April 2007, Casa Merah, a suburban joint venture project particularly wealth and financial services. According to was officially launched. With its convenient location next to Urban Redevelopment Authority (URA), some 11,147 new the Tanah Merah MRT Station, the 556-unit condominium homes were sold in 2006, outstripping the sales of 8,955 development received overwhelming response from homebuyers, new homes in 2005. with all units fully sold within a month from launch. Riding the upside of the market, the Group recorded strong Helios Residences, Wing Tai’s latest freehold development performance in its sale of 1,300 units with a total sales value along Cairnhill Circle also registered strong interests among of approximately S$1.8 billion in the current year. The Group homebuyers. Cradled amongst 7-storey lush vines and made its mark in developing distinctive, prime, luxury homes in incorporating a unique Tree Top Recreation Deck soaring 4 districts 9, 10 and 11, through innovative lighting, landscaping levels above ground, more than 70 units of this development and design approaches that catered to mid- to high-end have been sold to date. market homebuyers. We were awarded the prestigious URA Architectural Heritage Award 2006 for the conservation of In August 2006, the Group purchased the freehold site at the 2-storey building for Draycott 8 clubhouse. 398 Kallang Road, which was later named The Riverine by the Park. The 96-unit luxury development located besides Luxury developments like Draycott 8, The Light at Cairnhill the Kallang Riverside Park registered strong interest among and The Grange were fully sold. VisionCrest Residence, an homebuyers, with all units fully sold in an exclusive preview exclusive 265-unit freehold development near the Dhoby exercise in April 2007. Ghaut MRT Interchange Station, continue to register robust sales with close to 90% of units subscribed.
“Going forward, the Group expects to continue to benefit from a tight office rental market, with further enhancement in the value of office assets.”
Malaysia The Group’s property business activities in Malaysia were conducted through DNP Holdings Berhad, its subsidiary company listed on Busa Malaysia Securities Berhad. The Meritz, a luxury 31-storey serviced residences tower comprising 110 units of 2- and 3-bedroom apartments, was launched in January 2007. It is strategically located within the heart of Kuala Lumpur’s Golden Triangle, a 3-minute walk to KLCC (Kuala Lumpur City Centre) Twin Towers and Suria KLCC and LRT station. Construction of The Meritz, fully sold, would complete by end 2007. With plans to develop the Menara DNP site into an iconic residential tower designed by well known French Architect, Ateliers Jean Nouvel, planning submissions are pending approval from the Authorities. The Menara DNP site is located along Jalan Ampang and is directly opposite the KLCC Twin Towers. The Tomlinson is a striking synthesis of granite and glass, unlike any residence in Singapore. This architectural tour de force is dramatically illuminated at night. The Bukit Ceylon site, along Jalan Ceylon and off Jalan Raja Chulan, was purchased in 2005 to be developed into a residential condominium. The site is strategically located within walking distance to the bustling commercial area of The Group continued to seek opportunities to enhance its Jalan Raja Chulan, yet close to the Bintang Walk shopping land portfolio with prime site acquisitions viz. Ardmore Point area and entertainment hub. The development will be designed in Ardmore Park, with a land area of 60,534 square feet was by well-known Australian architectural firm, Guida Moseley acquired in October 2006; Anderson 18 on Anderson Road, Brown (GMB) Architects. Planning approvals were obtained with a land area of 112,098 square feet, was also acquired and piling works commenced in June 2007. The sales launch with a joint venture partner in January 2007. was tentatively scheduled for 2nd quarter 2008. Singapore office market continued to enjoy robust rental Sering Ukay, located off Middle Ring Road II, Hulu Kelang, growth, with demand driven primarily by banking and financial is a landed scheme of 125 acres of freehold land, only 9 km institutions, logistics and IT companies. Further rental upside from the KLCC. Phase 1 consisting 176 units of 2 and 21/2- is expected with office supply remaining tight over the next 2 storey terrace houses was soft launched in September 2005. to 3 years. Winsland House I, Winsland House II and Burlington Of the 153 units released, 144 units were taken up showing Square enjoyed high occupancies averaging above 90%. strong response from buyers. Construction works of Phase Sale of VisionCrest Commercial block and The House of Tan 1 will be completed by September 2007. Show units of Phase Yeok Nee was effected in January 2007. 2 consisting 195 units were ready in August 2007. Going forward, the Group expects to continue to benefit from a tight office rental market, with further enhancement in the value of office assets.
10 property
The Meritz, a luxury 31-storey serviced residences tower comprising 110 units and just three minutes walk from the KLCC Twin Towers, is fully sold.
left & above Sering Ukay is a landed scheme of 125 acres of freehold land – only 9 km from the iconic KLCC.
The Jalan U-Thant site, located in the quiet and affluent area of “Strong demand for high-end residential Ambassador Row, was acquired in May 2007. The site will be redeveloped into a high-end condominium; planning submissions homes was attributed to strong will be made to the Authorities in September 2007. economic fundamentals and tremendous In Johor Bahru, piling works for Phase 2 of Plaza DNP were growth in the various sectors of the completed in May 2006. Located within the commercial economy, particularly wealth and district of Johor Bahru city, the development was approved as a 38-storey residential tower. financial services.” In Penang, Phase 3 of Taman Seri Impian consisting 2- storey terrace houses with an overall land area of 45 acres, was 85% completed. There were also 3 smaller on-going projects of semi-detached and bungalow units, namely The Sentinelle Watch, Sentinelle Garden and Gems Garden in Penang. Mirage Boulevard, a new 56-acre mixed housing development project, will be launched in 2007.
11 The Lakeside in Suzhou, China is an exclusive residential development that sits next to the scenic Smack in the heart of the China-Singapore Suzhou Industrial Park, The Lakeview is one Jinji Lake – China’s biggest city lakeside park in Suzhou Industrial Park. of Suzhou’s most upmarket, in-demand residential projects. As the name suggests, The Lakeview peers over the mirror-like Jinji Lake. The construction of Phase 2 is currently underway.
China Outlook for China is positive with its Gross Domestic Growth Phase 1 launch was well received by homebuyers and averaging more than 10% in the last three years. The Group investors, with 96% of the first batch comprising 101 units continues to extend its presence in China. fully sold. The second batch comprising 12 units will be launched during the second half of 2007. Work on Phase 2 New partnerships were formed for sustainable growth. has commenced with a launch expected in 2008. In May 2007, the Group formed a consortium with three international partners viz. SEB Immobilien-Investment GmbH A stone’s throw away from the western bank of Jinji Lake is from Germany, Forum Partners from the United States and The Lakeside, another high-end residential development with the Eilam Group Ltd from Israel, to inject equity totaling beautiful landscapes and top- class clubhouse services and US$450 million to invest in approximately US$1 billion worth facilities. In Phase 1, 98% of the 64 apartments were taken up. of projects in China. All the 20 villas and 4 out of 5 townhouses were sold as prices continue to escalate. Construction on Phase 2, comprising 4 Kicking off the activities of the consortium, in September luxury apartment blocks of 84 units, will start in the second 2007 the Group formed a joint venture company with China’s half of 2007 and is scheduled for launch in 2008. Chengdu Jinli (Group) Co. Ltd. to develop a real estate project located in the prime district of Chengdu, the capital of Sichuan Province, with a total investment of approximately Hong Kong RMB 800 million (S$160 million). When completed, the mixed The Group’s property interests in Hong Kong were represented development project will offer new opportunities for city living by investments in the USI Holdings Group, listed on the Stock with hotels/serviced apartments, residential, office and retail Exchange of Hong Kong. spaces, and be among the tallest buildings in the city. The Grandville, an exclusive development in Shatin pre-sold Up until May 2007, the Group’s property investment in Suzhou at end 2004, was completed in second half 2006. The project was mostly conducted through its subsidiary company Jiaxin had received positive market response, with all remaining (Suzhou) Property Development Co., Ltd. The Lakeview, units of The Grandville fully sold by end 2006. comprising 453 apartment units is a high-end residential The Giverny, a luxury villa development in Hebe Haven, Sai project in the heart of the China-Singapore Suzhou industrial Kung, was launched in October 2005 and continue to attract Park with a panoramic view of the beautiful Jinji Lake. The keen interest from homebuyers and investors.
12 property
The Giverny in Hong Kong is a high quality residence project perched on a verdant peninsula overlooking beautiful Twin-tower office building in Hong Kong, designed by world Hebe Haven. renown firm Arquitectonica International, offering grade-A office space by 2008.
“The Grandville, an exclusive development In another development, the twin-tower office development at 102 How Ming Street in Kwun Tong, providing 1.2 million square in Shatin pre-sold at end 2004, was feet of Grade-A office space, commenced superstructure completed in second half 2006. The construction work in April 2007 and is scheduled for completion project had received positive market in second half 2008. response, with all remaining units of The USI Holdings’ industrial buildings, namely the Shui Hing Centre and Unimix Industrial Centre, reported high occupancy rates Grandville fully sold by end 2006.” of around 90%. These continue to generate stable rental income for the Group.
Another residential development project, 157 Argyle Jakarta, Indonesia Street provides about 90,000 square feet of floor space. In Jakarta, the 173,085 This is 80% owned by USI Holdings and is scheduled for square-foot site located completion in 2009. at the junction of Jalan Rasuna Said and Jalan In end 2006, two memoranda of agreements were signed with Casablanca (in the Golden partner developers in Hong Kong to jointly develop 2 pieces Triangle of Jakarta), will be of land situated at Tai Po Town Lot Nos. 187 and 188, Pak developed into a 200-unit Shek Kok, Tai Po. USI Holdings had 15% interest on each high-end condominium. MOA, with attributable floor area of 165,000 square feet. The project is presently USI Holdings’ first foray into office and retail sectors in Hong in the design stage. Kong started with the acquisition of the former Bank of East Asia Building in 2005, which was later named W Square. Situated at 314-324 Hennessy Road, Wanchai, renovation work of the mixed development was due for completion in December 2007. New high-end condominium planned, in the Golden Triangle of Jakarta designed by Arquitectonica International.
13 be our guest hospitality Superb Location. Premium Hospitality. Experience The Comforts of Home in A Different City.
14 be our guest
15 Lanson Place Winsland, Singapore
16 hospitality
Hospitality
The Group has also extended its high standards of quality and attention-to-detail hospitality services to develop and manage the Lanson Place chain of serviced residences. Lanson Place Residences and Lanson Place Hotels are currently represented in Singapore, Kuala Lumpur, Hong Kong, Shanghai and, most recently, in Beijing. In view of continued demand for high-end serviced apartments in the region, the Group aims to seize opportunities to expand its presence in existing markets, and in more gateway cities in Southeast Asia.
In Singapore, Lanson Place Winsland continued to report high In Shanghai, Lanson Place Jinlin Tiandi Residences had been occupancy rate of 95% as of June 2007. In Kuala Lumpur, recognised as a leading serviced residences in Shanghai Lanson Place Ambassdor Row has achieved current high in terms of quality and service, achieving high occupancy occupancy rate of 95%, while Lanson Place Kondominium rate of 95%. 8 held its leading position in the Ampang area with a high Construction of Lanson Place Central Park Residences in occupancy rate of 97% in first half 2007. Beijing was substantially completed with remaining interior Since its opening in March 2006, Lanson Place Hotel at 133 works in progress. The opening of the property was targeted Leighton Road became Hong Kong’s first member of “Small for 2nd quarter 2008. As the number of expatriates increased Luxury Hotels of the World”. It also won the prestigious in China, the Group expects strong demand for high-end “Boutique Hotel of the Year in the SCMP/Harper’s Bazaar service apartments and continues to seek opportunities for Style Awards” in early 2007. Occupancy rate was high at expansion in the various Chinese cities. 86% as of June 2007 despite it being operational for just over a year.
Lanson Place Residences exemplify the kind of charming homeliness, cool amenities and heartwarming service that, once tasted, will have residents coming back for more.
17 tog sense retail + lifestyle Stylish and inspirational. revel in the finest threads. Seriously classy and versatile.
18 tog sense
19 Warehouse is one of UK’s marquee fashion brands, catering to chic twenty-somethings in the UK, Ireland, USA, Germany, Cyprus, Middle East and now Singapore. Sumptuous fabric that looks right at home at The Tomlinson.
20 retail + lifestyle
Retail + Lifestyle
G2000 is all about modern living, with endless options to suit the occasion and capture the mood of the discerning dresser. Quality cuts and friendly price tags for the working class.
In Singapore, the Group has a portfolio of 17 brands across Against the backdrop of a highly competitive quick service 123 shops and is now a specialty chain stores retailer, with environment, Yoshinoya continues to show improvements in fashion retail as its core earnings driver. both revenue and profitability. 14 dishes from the Yoshinoya menu were given the Healthier Choices Award by the Health Several new brands were introduced in the year, including Promotion Board under its Healthier Dining program in Pumpkin Patch for children’s wear from New Zealand; Ben September 2006. Yoshinoya at Ngee Ann City was also Sherman for designer menswear from the UK; Diva for fashion voted one of top three restaurants in Singapore and given the jewellery from Australia and Charles Tyrwhitt for men’s tailored People’s Choice Award in October 2006. Mrs Helen Khoo, shirting from Jermyn Street, London, UK. Executive Director of Wing Tai Retail, won the International In March 2007, several fashion brands, namely Topshop/ Management Action Award (IMMA) in March 2007. Topman, Miss Selfridge, Ben Sherman, Dorothy Perkins, The Group’s continued focus on staff training and development Warehouse, Fox and G2000 participated in the Singapore gained us industry recognition for service and management Fashion Festival at both the main event hall and fringe events excellence. Two retail shop-in-charges from Topshop and at various shopping malls. G2000 were elected Finalists for the prestigious Excellent
Yoshinoya is famous for its extremely palatable Beef Bowl (Gyudon), filling hungry stomachs This dapper collection hails from London’s Jermyn Street, renowned for its quality retailers in 1263 outlets in Japan, USA, Hong Kong, China, Philippines, Singapore, Malaysia, Taiwan and craftsmen since 1730. Charles Tyrwhitt offers premium classic business wear spiced and Australia. with British wit.
21 “The Group’s continued focus on staff training and development gained us industry recognition for service and management excellence.”
Service Awards Superstar in the Retail segment of the Excellent Service Awards hosted by Spring Singapore and Singapore Retailer Association, and the G2000 supervisor won Excellent Service Superstar in November 2006. In Malaysia, the Group’s retail and lifestyle businesses are conducted through its subsidiary company, DNP Clothing Sdn Berhad. Operations in Malaysia reported revenue year-on-year growth of 38%, with 9 brands in 32 shops. For the coming year, the Group plans to open more than 10 new shops at various new malls viz. Pavilion, Mid-Valley Gardens and Sunway extension.
Topshop enjoys top brand awareness among young fashionistas, one of whom makes an appearance at The Tomlinson.
Fox Kids Autumn/Winter Collection 2007 transforms grubby kids into oh-so-cute sophisticates. Built on a passion for sports and sporting lifestyle, and engineered to perform, Adidas by Wing Tai Style-conscious parents will be spoilt for choice with over 300 styles in each fashion line. Clothing, is catered to the different needs of each individual.
22 retail + lifestyle
Miss Selfridge Autumn/Winter Collection 2007 is Britain’s leading young fashion label with funky, quirky and exciting designs. A touch of femininity, looking resplendent at The Helios Residences.
23 events calendar
year in year out
2006 july_06 Wing Tai Clothing successfully secured exclusive rights in Singapore to launch Diva, Australia’s largest accessories chain. There are 6 Diva outlets island-wide.
august_06 Wing Tai purchased the freehold site of 398 Kallang Road next to Kallang Riverside Park. The 35,323 square-foot site was named The Riverine by the Park.
september_06 Wing Tai won the prestigious URA Architectural Heritage Award 2006 for the conservation of the 2-storey colonial building for Draycott 8 clubhouse. Wing Tai Clothing launched Ben Sherman in Singapore, with its first outlet at Paragon. The Nexus, a freehold residential development nestled in the prestigious Bukit Timah neighbourhood, obtained its Temporary Occupancy Permit. USI Holdings acquired 33 apartment units in Tower 15 and 33 car park spaces at Central Park located in Chaoyang District of Beijing, China. 14 dishes from Yoshinoya’s menu were awarded as Healthier
Choices under the Healthier Dining program by the Health G2000 helps you to look Promotion Board. like a million dollars without costing the earth.
24 The Riverine By The Park Pumpkin Patch
october_06 november_06 The 42nd Annual General Meeting was successfully At the prestigious Excellence Service Award 2007, G2000 conducted. clinched 12 Star, 29 Gold and 13 Silver awards while Wing Tai Clothing bagged 2 Star, 7 Gold and 32 Silver awards. Wing Tai received Associate of the Arts Award from the Fox Fashion received 3 Gold and 10 Silver awards while Singapore National Arts Council. The award recognised the Yoshinoya clinched 11 Silver awards. company’s contributions to the Arts in 2005. G2000 supervisor won the SuperStar Excellent Service Wing Tai purchased the 60,534 square-foot freehold site of Award (Retail Category), and together with another colleague Ardmore Point located at Ardmore Park at a price of S$201 from Topshop, was nominated as Top 3 Finalists for the award, million. organised by SPRING and 7 leading industry associations. Wing Tai Clothing introduced Pumpkin Patch to Singapore, with the opening of its first concept store at VivoCity. Pumpkin december_06 Patch offers fresh and fashionable clothes with inspiring designs, catering to children in each age group. Kovan Melody, a 99-year leasehold development comprising 778 units located along Kovan Road obtained its Temporary G2000 was voted Best Shop for Corporate Wear in CLEO Occupation Permit. magazine. Wing Tai Clothing introduced Charles Tyrwhitt in Singapore, Yoshinoya at Ngee Ann City was one of Top 3 restaurants in bringing the top provider of classic Jermyn Street London Singapore to achieve People’s Choice Award. shirts to Singapore. The first outlet opened in VivoCity.
25 The Meritz 2007 january_07 march_07 VisionCrest Residence, a freehold development comprising During the Singapore Fashion Festival (SFF), Wing Tai 265 units located along Oxley Rise obtained its Temporary Clothing presented the Topshop Unique and Topman Design Occupation Permit. show at Ngee Ann City Civic Plaza. Wing Tai entered into an agreement to sell the VisionCrest Mrs Helen Khoo, Executive Director for Wing Tai Retail was Commercial block and The House of Tan Yeok Nee at a awarded the prestigious International Management Action total consideration of S$260 million. Award (IMMA). The award administrated by the Chartered Management Institute was in recognition of her exceptional Wing Tai acquired Anderson 18 with a joint venture partner; management skill. the 112,098 square-foot prime freehold residential site located along Anderson Road will be developed into a G2000 was recognised among Top 40 establishments for The high-end residential development. Best of Singapore in Service Excellence by the Singapore Tourism Board. The Meritz, a 31-storey serviced residences located opposite Kuala Lumpur City Centre (KLCC) and Petronas Twin Towers was officially launched. The exclusive development was well april_07 received by buyers, with all units fully sold. Casa Merah, a 556-unit joint venture project was officially launched. The development, located next to the Tanah Merah MRT Station was fully sold within a month. USI Holdings entered into Memorandum of Agreement with Nan Fung to jointly acquire and develop a residential site located at Tai Po, New Territories in Hong Kong.
26 events calendar
Ben Sherman
may_07 june_07 Wing Tai entered into a strategic partnership with The Extraordinary General Meeting was duly convened. 3 international investors to lead real estate development Through a restructuring exercise, USI Holdings Limited and investment platform in China, expected to invest acquired the Group’s 27.7% interest in Winsor Properties in approximately US$1 billion worth of projects in Holdings Limited in exchange for new shares issued y USI the market. Holdings and Winsor Properties becomes a subsidiary of The Riverine by the Park, a 96-unit residential development USI Holdings. After the restructuring, the Group’s interest located beside the Kallang Riverside Park, was fully sold in USI Holdings increased from 21.0% to 31.8% and USI before launch. Holdings has become the Group’s flagship company in Hong Kong. As part of its re-branding exercise, G2000 opened its flagship concept store at OUB Centre. The 4,600 square The initial release of 50 units at Helios Residences, a 140- foot 2-storey store houses G2000, blù, Pink Label and Black apartment luxury development located along Cairnhill Label, offering one-stop shopping for contemporary wear Circle, was fully subscribed. To date, over 70 units have for all occasions. been sold. Wing Tai sponsored the Asian premiere of Sinfonia Eroica’s performance at the Singapore Arts Festival; the dance was choreographed by Michèle Anne de Mey.
27 corporate data
BOARD OF DIRECTORS NOMINATING COMMITTEE REGISTERED OFFICE PRINCIPAL BANKERS Cheng Wai Keung Loh Soo Eng 3 Killiney Road #10-01 DBS Bank Limited Chairman Chairman Winsland House I 6 Shenton Way Edmund Cheng Wai Wing Cheng Wai Keung Singapore 239519 DBS Building Deputy Chairman Tel: 6280 9111 Singapore 068809 Tan Sri Dato’ Mohamed Fax: 6732 9956 Boey Tak Hap Noordin bin Hassan The Hongkong And Website: Shanghai Banking Cheng Man Tak Phua Bah Lee www.wingtaiasia.com.sg Corporation Limited Tan Sri Dato’ Mohamed 21 Collyer Quay Noordin bin Hassan COMPANY SECRETARIES REGISTRAR & TRANSFER HSBC Building Ooi Siew Poh Singapore 049320 Lee Han Yang OFFICE Gabrielle Tan Tricor Barbinder Share Malayan Banking Berhad Lee Kim Wah Registration Services 2 Battery Road (A division of Tricor Singapore Pte. Ltd.) Maybank Tower Loh Soo Eng EXECUTIVE DIRECTORS 8 Cross Street Singapore 049907 Phua Bah Lee Cheng Wai Keung #11-00 PWC Building Managing Director Singapore 048424 Overseas-Chinese Banking Paul Tong Hon To Edmund Cheng Wai Wing Corporation Limited Deputy Managing Director 65 Chulia Street AUDITORS AUDIT COMMITTEE OCBC Centre Lee Kim Wah PriceWaterHouseCoopers Phua Bah Lee Finance Director Singapore 049513 Chairman Certified Public Accountants 8 Cross Street The Bank of Tokyo- Boey Tak Hap EXECUTIVE OFFICERS #17-00 PWC Building Mitsubishi Ufj, Ltd Lee Han Yang Tan Hwee Bin Singapore 048424 9 Raffles Place #01-01 Chief Operating Officer Quek Bin Hwee Republic Plaza Paul Tong Hon To Karine Lim Audit Partner Singapore 048619 (Year of appointment: 2006) General Manager United Overseas Bank Group Human Resource REMUNERATION Limited COMMITTEE 80 Raffles Place Lee Han Yang SUBSIDIARY COMPANIES UOB Plaza Chairman Dnp Holdings Berhad Singapore 048624 Boey Tak Hap Dato’ Roger Chan Wan Chung Executive Director Tan Sri Dato’ Mohamed Noordin bin Hassan Wing Tai Land Chng Chee Beow Loh Soo Eng Executive Director Wing Tai Retail Helen Khoo Executive Director Wing Tai Property Management Len Siew Lian General Manager (Marketing)
28 board of directors
Cheng Wai Keung Chairman/Managing Director Mr Cheng Wai Keung has been appointed Chairman of the Board of Wing Tai Holdings Limited (the “Company”) since 1994. He is also Managing Director of the Company and a member of the Nominating Committee. Mr Cheng is Chairman of Neptune Orient Lines Limited, Vice Chairman of Singapore-Suzhou Township Development Pte Limited and Managing Director of DNP Holdings Berhad. He holds directorships in public and private companies, including GP Batteries International Limited and has served on the boards of several government organizations. He was awarded the Distinguished Service Order (DUBC) by the Singapore Government in August 2007, and received the Public Service Star (Bar) (BBM-Lintang) in 1997 and Public Service Star (BBM) in 1987. He is appointed Justice of The Peace by the Singapore President since 2000, and has served on the Panel for Disciplinary Committees of Inquiry appointed by the Public Service Commission of the Prime Minister Office since 2001. Mr Cheng graduated with Masters of Business Administration from the University of Chicago, after obtaining his Bachelor of Science degree from Indiana University. Mr Cheng was last re-elected Director on 26 October 2006.
Edmund Cheng Wai Wing Deputy Chairman/Deputy Managing Director Mr Edmund Cheng is Deputy Chairman and Deputy Managing Director of the Company since joining the Company in 1984. He is responsible for property development, investment and management activities of the Group. Mr Cheng is Chairman of the Singapore Airport Terminal Services Limited and Mapletree Investments Pte Ltd. He sits on the board of SNP Corporation Ltd and DNP Holdings Berhad. He also chairs Singapore’s National Arts Council and DesignSingapore Council. He is a member of the International Council for Asia Society. He chaired the Singapore Tourism Board, the Old Parliament House Limited, and The Esplanade Co Ltd where he is now a member. He sat on the board of the Construction Industry Development Board, the Urban Redevelopment Authority and Singapore Airlines Limited. He was President of REDAS (Real Estate Developers’ Association of Singapore) and now serves as a member on its Presidential Council. Mr Cheng was awarded the Public Service Star Award (BBM) in 1999 by the Singapore Government. He was also recognised by Tourism Awards Singapore as Outstanding Contributor to Tourism in 2002. Mr Cheng graduated from Northwestern University and Carnegie Mellon University in USA, with a Bachelor’s degree in Civil Engineering and Master’s in Architecture. Mr Cheng was last re-elected Director on 13 October 2005.
29 board of directors
Boey Tak Hap Mr Boey Tak Hap has been a non-executive director since 2 May 1997. He is a member of both the Audit Committee and Remuneration 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. 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 Director on 26 October 2006.
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 Director on 13 October 2005.
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 a member of both the Nominating Committee and Remuneration Committee. Tan Sri Dato’ Mohamed Noordin has more than 40 years of working experience with the government of Malaysia and the private sector serving in various government departments at District, State and Federal levels including as Deputy Secretary General, Ministry of Trade and Industry, Secretary General, Ministry of Science, Technology and Environment and Secretary General, Ministry of Education. He retired from the Malaysian Civil Service in September 1994 and was subsequently offered a job with the Malaysian government owned company, Petronas Berhad. He served Petronas Berhad until 31 August 2000, first as Vice-President in charge of Group Human Resource, subsequently as Vice President of Education. Tan Sri Dato’ Mohamed Noordin is currently Chairman of DNP Holdings Berhad in Malaysia. He also sits on the Board of several subsidiaries of DNP Holdings Berhad as well as other companies in Malaysia. Tan Sri Dato’ Mohamed Noordin graduated from the University of Malaya with a Bachelor of Arts (Honours) degree in Economics. He also holds a Masters degree in Public & International Affairs from the University of Pittsburgh, USA. Tan Sri Dato’ Mohamed Noordin was re-elected Director on 13 October 2005.
30 board of directors
Lee Han Yang Mr Lee Han Yang has served as a non-executive director since 3 January 1989 and is currently Chairman of the Remuneration Committee and a member of the Audit 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 Partnership. 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) by the President of Singapore. Mr Lee was last re-appointed Director on 26 October 2006.
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 in a public accounting firm, prior to joining the Company. He has been with the Group for more than 30 years. Mr Lee was conferred the Public Service Medal (PBM) in 2000 and is currently the Treasurer of the Singapore National Employers’ Federation. Mr Lee was last re-elected 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. He is currently Chairman of the Nominating Committee and a member of the Remuneration Committee. Mr Loh is a director of USI Holdings Limited. 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 Director on 22 October 2004.
31 board of directors
Phua Bah Lee Mr Phua Bah Lee has served as a non-executive director since 11 January 1989 and is currently Chairman of the Audit Committee and a member of the 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 Director on 26 October 2006.
Paul Tong Hon To Mr Paul Tong Hon To has been a non-executive director since 16 August 2007. He is a member of the Audit Committee. Mr Paul Tong is currently Executive Vice President and General Counsel of Johnson Electric Holdings Limited, where he was appointed as Chief Financial Officer in 1995. He has many years of senior management experience in manufacturing and trading businesses with global operations. Mr Paul Tong obtained his BSc (Economics) and postgraduate Certificate of Management Studies from the University of London and the University of Oxford in England respectively. He was admitted as a Barrister of the Middle Temple in England, the Supreme Court of Hong Kong, and the High Court of Australia. He is also a CPA of The Hong Kong Institute of Certified Public Accountants; and an Associate Member of The Institute of Chartered Secretaries and Administrators.
32 key management staff
Tan Hwee Bin Chng Chee Beow Ms Tan Hwee Bin is Chief Operating Officer of Wing Tai Holdings Mr Chng Chee Beow is Executive Director of Wing Tai Land and Limited. Prior to joining the Group in November 2000, she was has been with the Group since October 1987. He is a registered Asia Pacific Regional Finance & IT Director, and Global Finance Architect by profession. Mr Chng is currently the Honorary Treasurer Director in a multinational corporation, and has worked in Hong of REDAS Management Committee and Chairman of SRP-Real Kong and China. Estate Management & Maintenance Industry (SRP-REMMI) - Industry Lead Body. He is the President of International Alliance Ms Tan is a Certified Public Accountant and graduated with a for Interoperability (IAI) by Building Construction Authority (BCA), Bachelor of Accountancy degree from the National University Planning Appeals Inspector of Ministry of National Development of Singapore. She has attended management courses in Oxford and a member of the URA Design Advisory Committee. University and INSEAD at Fontainebleau; in 2005, she completed the Advanced Management Program at Harvard Business School He is also an active member of several government and private in Boston. bodies. He graduated with a Bachelor of Architecture and has a post-graduate Diploma in Building Science from the National Ms Tan is Director of NTUC Fairprice Co-operative Ltd. She is University of Singapore. also a member of Central Singapore Community Development Council and the Finance and Establishment Committee of Chinese Development Assistance Council. Helen Khoo Mrs Helen Khoo is Executive Director of Wing Tai Retail and Karine Lim oversees the Group’s retail and food businesses. Prior to joining the Group in 1995, she was based in Hong Kong as senior Ms Karine Lim is General Manager, Group Human Resource and executive with a transnational corporation holding a diversified has been with the Group since March 2004. Prior to joining the portfolio. With over 20 years of experience in the retail and fast Group, she has more than 18 years of human resource management food business, Mrs Khoo drives the Group’s growth and expansion experience in the retail, property and public transport industries. in its portfolio of retail brands. Having led the retail arm of the She graduated with a Bachelor of Arts (Honours) degree from Company to winning various industry awards, Mrs Khoo was the National University of Singapore and has acquired a Diploma herself awarded by the International Management Action Award in Human Resource Management from the Singapore Human (IMAA) recognising excellence in People Management. Resource Institute. She is an active council member of the Singapore Retailers Dato’ Roger Chan Wan Chung Association and Orchard Road Business Association. She graduated with a Bachelor of Arts degree from the University Dato’ Roger Chan Wan Chung joined DNP Holdings Berhad as of Hong Kong. General Manager in June 1971 and he is one of the pioneer staff of DNP Group. With over 30 years’ experience in the garment business, he assists the Managing Director in overseeing the Len Siew Lian day-to-day operations of the DNP Group. Ms Len Siew Lian is General Manager (Marketing) of Wing Tai Property Management. She oversees marketing and sales, He was appointed to the DNP Board on 18 August 1988 and including project launches of the Group’s development properties currently sits on the Board of several subsidiaries of the DNP for sale. She joined the Group in September 1989 where she Group and other private limited companies. was mainly involved in the commercial leasing of both office and retail, having spent her early career with an international property consultancy company. She graduated with a Bachelor of Science (Estate Management) degree from the National University of Singapore.
33 corporate governance
The Company is committed to maintaining high standards of Corporate Governance and conduct to enhance corporate performance and accountability. The Company has adopted the principles, structures and processes 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 and ensures that the Company has the necessary financial and human resources to meet its objectives. Its principal functions include approving strategic business plans, major acquisitions or disposal of assets, dividends and other returns to shareholders, fund raising exercises, corporate and financial restructuring and interested person transactions of a material nature, reviewing Management performance, reviewing the Group’s corporate policies and financial performance, approving quarterly and annual financial results of the Group, and establishing a framework of prudent and effective controls to assess and manage risk. The Board continues to set the Company’s values and standards to ensure obligations to shareholders and other stakeholders are properly understood and met. The Board conducts regular meetings on a quarterly basis and/or as necessary when circumstances arise. A total of six Board meetings were held in the current financial year. Details of attendance of the directors at the Board and Board Committee meetings are as follows:
Directors’ Attendance at Board and Board Committee Meetings for FY2007 Audit Remuneration Nominating Name Board Committee Committee Committee Meetings Held: 6* meetings Held: meetings Held: meetings Held: 1 Meetings Attended meetings Attended meetings Attended meetings Attended Cheng Wai Keung 5* 1 Edmund Cheng Wai Wing 5* Boey Tak Hap 6 5 3 Cheng Man Tak 4* Tan Sri Dato’ Mohamed Noordin bin Hassan 6 1 Lee Han Yang 6 5 3 Lee Kim Wah 6 Loh Soo Eng 6 Ne Chen Duen ** 6 Phua Bah Lee 6 5 3 1 Notes: * One of the six Board meetings was convened for the purpose of considering and approving an interested person transaction. As Mr Cheng Wai Keung, Mr Edmund Cheng Wai Wing and Mr Cheng Man Tak are associates of the relevant interested person and therefore may themselves be regarded as being either directly or indirectly interested in the transaction, they abstained from attending the meeting. ** Mr Ne Chen Duen, an executive director, retired on 2 August 2007. The Board also delegates certain functions to the various Board committees, namely, Audit, Nominating and Remuneration Committees. Each of these committees has its own terms of reference and reports its activities regularly to the Board. On 23 August 2007, the Board approved the recommendation by the Nominating Committee (“NC”) to change the composition of the Board Committees, in particular, each Board Committee shall have four members instead of three, and the Chairman of each Board Committee will be appointed on a 5-year rotational basis. This is to better facilitate the distribution of responsibilities amongst the directors as well as to enhance the overall effectiveness of the Board. 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 sharing of views, advice, experience, and strategic networking relationships which would further the interests of the Company.
34 corporate governance
BOARD MATTERS (continued) The Board’s Conduct of its Affairs (continued) The Board is responsible for the overall strategy and direction of the Group; the Management closely monitors changes to regulations and accounting standards and the directors are informed of their disclosure obligations. Newly appointed directors are given briefings by Management on the Group’s business, directions and policies. Changes to regulations and accounting standards are monitored closely by Management. Where regulatory changes have an important bearing on the Company’s or directors’ disclosure obligations, directors are briefed during Board meetings.
Board Composition and Balance The Board currently comprises a majority of non-executive directors, with more than one-third independent directors. There are 10 Board members, three of whom are executive directors and seven are non-executive directors (inclusive of six 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. Mr Ne Chen Duen, an executive director, retired from the Board on 2 August 2007. 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. The Nominating Committee has determined Mr Loh Soo Eng, to be an independent non-executive director. Three years have lapsed since Mr Loh ceased to be employed by the Company or any of its related companies in June 2004. As such, Mr Loh is no longer deemed to be non-independent under the Code of Corporate Governance.
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. 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’s leadership shows his ability to discharge the responsibilities of both roles effectively.
BOARD COMMITTEES Nominating Committee Board Membership The NC comprises four members, namely, Mr Loh Soo Eng - Chairman of NC, Tan Sri Dato’ Mohamed Noordin bin Hassan, Mr Phua Bah Lee (all independent non-executive directors) and Mr Cheng Wai Keung. The NC has adopted specific written terms of reference. 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. The NC will review the composition of the Board from time to time and to search and identify suitable candidates with the right qualifications, expertise and experience. Each candidate will be evaluated based on his ability to enhance the board through his contributions in his area of expertise and to improve the Group’s business strategies, controls or corporate governance. Mr Paul Tong Hon To was appointed to the Board on 16 August 2007 as an independent non-executive director. As a new director, Mr Paul Tong Hon To will submit himself for re-election at the next Annual General Meeting (“AGM”) immediately following his appointment. 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 AGM 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 AGM. Key information on the directors are set out on pages 29 to 32 of this Annual Report.
35 corporate governance
BOARD COMMITTEES (continued) Board Performance The NC’s evaluation of 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. The aim of the evaluation is to assess if each director continues to contribute effectively and demonstrate commitment to their respective roles.
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 issues to be considered. To ensure that the Board is able to fulfill 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.
REMUNERATION MATTERS Remuneration Committee The Remuneration Committee (“RC”) comprises four members, all of whom are independent non-executive directors. The RC members are Mr Lee Han Yang - Chairman of RC, Mr Boey Tak Hap, Tan Sri Dato’ Mohamed Noordin bin Hassan and Mr Loh Soo Eng. 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. 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.
36 corporate governance
REMUNERATION MATTERS (continued) A breakdown (in percentage terms) of the directors’ remuneration for FY2007 are as follows: Bonus, Allowance & Remuneration Bands Fees (%) Salary (%) Other Benefits (%) $2,750,001 to $3,000,000 Cheng Wai Keung 34 66# $2,500,001 to $2,750,000 Edmund Cheng Wai Wing 34 66# $500,001 to $750,000 Lee Kim Wah 51 49^ $250,000 to $500,000 Ne Chen Duen 3# 69 28# Below $250,000 Boey Tak Hap 100 – – Cheng Man Tak 100 – – Tan Sri Dato’ Mohamed Noordin bin Hassan 77# – 23# Christopher Patrick Langley (retired on 26 Oct 2006) 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 in accordance with FRS102 – Share Based Payment. 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 $750,001 1 $500,001 to $750,000 4 $250,001 to $500,000 2 Other than share options granted to Mr Lee Kim Wah as set out below, no options were granted to the directors of the Company during the financial year. Options granted Aggregate options since during the commencement of the aggregate financial year Scheme to 30.06.2007 options No. of outstanding options exercise Options Options Options as at Name of participants granted price ($) granted exercised expired 0.06.2007 Directors of the Company 2001 Share Option Scheme Lee Kim Wah 120,000 1.81 720,000 – – 720,000 Loh Soo Eng – – 360,000 240,000 – 120,000
37 corporate governance
ACCOUNTABILITY AND AUDIT Accountability Shareholders are provided with the Company’s performance, financial position and prospects on a quarterly basis, while periodic management reports of the Company and its businesses are furnished to the Board. Audit Committee The Audit Committee (“AC”) comprises four members, all of whom are independent non-executive directors. The AC members are Mr Phua Bah Lee - Chairman of AC, Mr Lee Han Yang, Mr Boey Tak Hap and Mr Paul Tong Hon To. Members of the AC have sufficient financial management expertise and experience to discharge its functions. It held five meetings in FY2007. 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 (including financial, operational and compliance controls) and risk management processes are satisfactory for the nature and size of the Group’s operations and business.
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 FY2007, the AC reviewed the following IPT:-
Interested Person Transaction Aggregate value of IPT Irrevocable undertaking to accept the offer by Cazenove Asia Limited S$270,000,000 on behalf of USI Holdings Limited (the interested person) for shares in Winsor Properties Holdings Limited
The above IPT was approved by shareholders at the Extraordinary General Meeting held on 22 June 2007.
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 functions of the IA are to provide an objective opinion and assurance to the AC and Management as to the adequacy of the internal processes and controls, 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.
38 corporate governance
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 via SGXNET and the Company’s website. All shareholders receive the summary financial report and/or annual report of the Company and notice of the AGM. The notice (also advertised in the press) and results are published via SGXNET. The Company also conducts media 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.
DEALINGS IN SECURITIES The Company has adopted and implemented an internal guideline on share dealings in the Company’s securities in compliance with Rule 1207(18)(c) of the Listing Manual of the SGX-ST. All the officers of the Company are prohibited from dealing in securities of the Company while in possession of price-sensitive information. They are also prohibited from dealing in securities of the Company 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.
39 40 financial CONTENTS Five-year financial reports 42 summary 43 Directors’ report 47 Statement by directors Independent auditors’ 48 report to the members of Wing Tai Holdings Limited Consolidated income 49 statement 50 Balance sheets Consolidated 51 statement of changes in equity Consolidated cash 53 flow statement Notes to the financial 55 statements Notice of annual 112 general meeting 115 Shareholding statistics 117 Proxy form 119 Request form
41 five-year financial summary
Year Ended Year Ended Year Ended Year Ended Year Ended 30 June 2007 30 June 2006 30 June 2005 30 June 2004 30 June 2003 $’000 $’000 $’000 $’000 $’000 Revenue 981,634 889,258 281,569 274,455 455,441 Property 787,540 761,049 221,086 229,558 404,371 Retail 139,407 89,476 58,296 44,574 50,492 Investment and others 54,687 38,733 2,187 323 578 Profit before income tax 499,906 156,905 26,939 8,930 1,688 Profit after income tax but before minority interests 441,751 135,742 25,356 14,709 7,732 Profit attributable to equity holders of the Company 381,835 128,028 24,411 14,833 3,965 Shareholders’ equity 1,489,349 1,149,881 1,021,453 946,963 923,470 Total assets 3,133,185 2,745,606 2,576,312 2,248,131 2,258,792 Total liabilities and minority interests 1,643,836 1,595,725 1,554,859 1,301,168 1,335,322 Earnings per share * (cents) 53.12 17.84 3.41 2.18 0.61 Net tangible assets per share (S$) 2.07 1.60 1.42 1.32 1.51 Gross dividends (cents) Cash dividends 8.00 6.00 3.00 2.00 1.00 Special rights dividends 25.00 – – – –
* The number of shares used for this purpose are as follows: ’000 2007 718,874 2006 717,445 2005 715,960 2004 681,593 2003 646,469
42 directors’ report for the financial year ended 30 June 2007
The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 30 June 2007 and the balance sheet of the Company at 30 June 2007.
Directors The directors of the Company at the date of this report are: Cheng Wai Keung (Chairman and Managing Director) Edmund Cheng Wai Wing (Deputy Chairman and Deputy Managing Director) Boey Tak Hap Cheng Man Tak Tan Sri Dato’ Mohamed Noordin bin Hassan Lee Han Yang Lee Kim Wah Loh Soo Eng Phua Bah Lee Paul Tong Hon To (appointed on 16 August 2007)
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.
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 and related corporations according to the register of the directors’ shareholdings were as follows: Holdings registered Holdings in which a director in the name of director is deemed to have an interest As at As at As at As at Name of directors 1 July 2006 30 June 2007 1 July 2006 30 June 2007 Ordinary shares Cheng Wai Keung – – 284,960,816 282,365,150 Edmund Cheng Wai Wing – – 282,381,150 282,381,150 Ne Chen Duen (retired on 2 August 2007) – – 85,551,203 85,551,203 Lee Han Yang 300,000 300,000 – – Lee Kim Wah 634,000 634,000 – – Loh Soo Eng 255,000 255,000 – – Phua Bah Lee 340,000 250,000 – – Share options Lee Kim Wah 600,000 720,000 – – Loh Soo Eng 120,000 120,000 – – Related corporation DNP Holdings Berhad Ordinary shares Loh Soo Eng 40,000 40,000 – – Share options Cheng Wai Keung 500,000 500,000 – – Edmund Cheng Wai Wing 500,000 500,000 – –
43 directors’ report for the financial year ended 30 June 2007
Directors’ interests in shares or debentures (continued) (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 2007 and 21 July 2007 except for Ne Chen Duen, whose deemed interest decreased from 85,551,203 as at 30 June 2007 to 19,444,443 as at 21 July 2007.
Directors’ contractual benefits Since the end of the preceding financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in Note 35 to the financial statements.
Share options (a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) The 2001 Scheme was approved and adopted by the members of the Company 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: Cheng Wai Keung Paul Tong Hon To 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 1,905,000 ordinary shares in the Company, of which 120,000 options were granted to a director Lee Kim Wah, and 1,785,000 options were granted to 75 executives of the Group. There were no share options granted at a discount to the market price. None of the participants of the 2001 Scheme received 5% or more of the total number of options available under the respective Scheme except for the following: Options granted Aggregate options since during the commencement of the financial year Scheme to 30.06.2007 Aggregate options Number of Exercise Options Options outstanding as at Name of participants options granted price ($) granted exercised 30.06.2007 Directors of the Company 2001 Scheme Lee Kim Wah 120,000 1.81 720,000 – 720,000 Loh Soo Eng – – 360,000 240,000 120,000
44 directors’ report for the financial year ended 30 June 2007
Share options (continued) (a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) (continued) At 30 June 2007, the following options to subscribe for 4,549,000 ordinary shares in the Company were outstanding: Number Number Number Number As at of options of options of options of options As at Exercise Date of grant 01.07.2006 granted exercised forfeited expired 30.06.2007 price ($) Expiry date 2001 Scheme 02.11.2001 286,000 – 91,000 – – 195,000 0.678 01.11.2011 05.11.2002 276,500 – 61,500 – – 215,000 0.653 04.11.2012 28.11.2003 870,500 – 390,500 10,000 – 470,000 0.745 27.11.2013 19.11.2004 1,281,000 – 403,000 93,000 – 785,000 0.934 18.11.2014 30.09.2005 1,575,000 – 247,000 144,000 – 1,184,000 1.430 29.09.2015 05.09.2006 – 1,905,000 – 205,000 – 1,700,000 1.810 04.09.2016 Total 4,289,000 1,905,000 1,193,000 452,000 – 4,549,000
(b) The DNP Holdings Berhad (“DNP”) Employees’ Share Option Scheme (the “ESOS”) DNP Holdings Berhad (“DNP”), a subsidiary of the Company, implemented the ESOS approved by the shareholders of DNP at an Extraordinary General Meeting held on 11 May 2005. The directors (including Non–Executive directors) and employees of DNP who as at the date of offer are confirmed with at least one year of continuous service in DNP and its subsidiary companies are eligible to participate in the scheme. The ESOS will allow granting of options to all eligible directors and employees by giving them the rights to subscribe for new shares of RM1.00 each, subject to the terms and conditions of the by–laws of the ESOS. The details of the ESOS have been disclosed in the Directors’ Report of DNP. At 30 June 2007, the following options to subscribe for 5,768,500 ordinary shares in DNP were outstanding: Number Number Number Number As at of options of options of options of options As at Exercise Date of grant 01.07.2006 granted exercised forfeited expired 30.06.2007 price (RM) Expiry date 01.12.2005 4,830,000 – – 510,000 4,320,000 – 1.00 16.01.2007 01.12.2005 6,878,000 – 4,214,500 220,000 – 2,443,500 1.00 15.05.2015 31.01.2007 – 4,696,000 1,278,000 93,000 – 3,325,000 1.00 15.05.2015 Total 11,708,000 4,696,000 5,492,500 823,000 4,320,000 5,768,500
Except for the above, no other options were granted by the Company or any subsidiary companies during the financial year and there were no unissued shares under options at the end of the financial year.
45 directors’ report for the financial year ended 30 June 2007
Audit committee The Audit Committee consists of four non-executive independent directors. The members of the Committee are: Phua Bah Lee (Chairman) Lee Han Yang Boey Tak Hap Paul Tong Hon To 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 2007 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.
Auditors The auditors, PricewaterhouseCoopers, have expressed their willingness to accept re-appointment.
On behalf of the directors
CHENG WAI KEUNG EDMUND CHENG WAI WING Director Director
Singapore 28 September 2007
46 statement by directors for the financial year ended 30 June 2007
In the opinion of the directors, (a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 49 to 111 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group at 30 June 2007 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and (b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
On behalf of the directors
CHENG WAI KEUNG EDMUND CHENG WAI WING Director Director
Singapore 28 September 2007
47 independent auditors’ report to the members of wing Tai Holdings Limited
We have audited the accompanying financial statements of Wing Tai Holdings Limited (the “Company”) and its subsidiary companies (the “Group”) set out on pages 49 to 111 which comprise the balance sheets of the Company and of the Group as at 30 June 2007, and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.
Directors’ Responsibility for the Financial Statements The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion In our opinion, (a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at 30 June 2007, and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and (b) the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
PricewaterhouseCoopers Certified Public Accountants
Singapore 28 September 2007
48 consolidated income statement for the financial year ended 30 June 2007
Group Note 2007 2006 $’000 $’000 Revenue 4 981,634 889,258 Cost of sales (636,640) (664,863) Gross profit 344,994 224,395 Other gains – net 5 219,362 15,440 Expenses – Distribution (58,703) (40,370) – Administrative (69,928) (44,225) – Other (13,869) (45,120) Operating profit 421,856 110,120 Finance costs 8 (32,057) (40,297) Share of profit of associated and joint venture companies 110,107 87,082 Profit before income tax 499,906 156,905 Income tax expense 9(a) (58,155) (21,163) Total profit 441,751 135,742
Attributable to: Equity holders of the Company 381,835 128,028 Minority interests 59,916 7,714 441,751 135,742 Earnings per share attributable to equity holders of the Company (cents) Basic 10(a) 53.12 17.84 Diluted 10(b) 53.03 17.81
49 balance sheets as at 30 June 2007
Group Company Note 2007 2006 2007 2006 $’000 $’000 $’000 $’000 ASSETS Current assets Cash and cash equivalents 11 410,790 308,538 129,138 168,425 Derivative financial instruments 12 735 2,208 – 1,874 Trade and other receivables 13 100,673 76,686 383,324 383,226 Inventories 14 24,985 23,717 – – Development properties 15 987,359 1,048,276 – – Other current assets 16 36,856 42,789 7,408 10,792 1,561,398 1,502,214 519,870 564,317 Non–current assets Available–for–sale financial assets 17 33,183 7,774 3,793 3,793 Trade and other receivables 18 248,528 238,701 586,567 660,293 Investments in associated companies 19 431,586 371,749 – – Investments in joint venture companies 20 111,126 89,870 – – Investments in subsidiary companies 21 – – 241,300 253,392 Investment properties 22 574,219 417,970 82,000 – Property, plant and equipment 23 173,145 117,328 10,935 90,533 1,571,787 1,243,392 924,595 1,008,011 Total assets 3,133,185 2,745,606 1,444,465 1,572,328
LIABILITIES Current liabilities Trade and other payables 24 140,849 104,786 175,510 212,516 Current income tax liabilities 26,134 11,732 2,357 2,275 Derivative financial instruments 12 10,063 357 10,019 – Borrowings 25 190,497 246,368 – 50,000 367,543 363,243 187,886 264,791 Non–current liabilities Borrowings 25 864,355 861,347 275,000 275,000 Deferred income tax liabilities 9 52,425 7,444 158 158 Other non–current liabilities 27 184,680 251,695 55,037 77,029 1,101,460 1,120,486 330,195 352,187 Total liabilities 1,469,003 1,483,729 518,081 616,978
NET ASSETS 1,664,182 1,261,877 926,384 955,350
EQUITY Capital and reserves attributable to equity holders of the company Share capital 28 688,316 687,193 688,316 687,193 Other reserves 29 87,484 204,874 (1,622) 83,782 Retained earnings 30 713,549 257,814 239,690 184,375 1,489,349 1,149,881 926,384 955,350 Minority interests 174,833 111,996 – – Total equity 1,664,182 1,261,877 926,384 955,350
50 consolidated statement of changes in equity for the financial year ended 30 June 2007
Attributable to equity holders of the Company Share Other Retained Minority Total Note capital reserves earnings Total interests equity $’000 $’000 $’000 $’000 $’000 $’000 2007 Beginning of financial year, as previously reported 687,193 204,874 257,814 1,149,881 111,996 1,261,877 Effect of adopting FRS 40 3 – (127,491) 108,399 (19,092) (213) (19,305) As restated 687,193 77,383 366,213 1,130,789 111,783 1,242,572
Fair value gains on available–for–sale financial assets – 11,556 – 11,556 11,463 23,019 Cash flow hedges – (12,225) – (12,225) – (12,225) Currency translation differences – (10,884) – (10,884) 3,171 (7,713) Revaluation gain on property, plant and equipment – 1,475 – 1,475 41 1,516 Share of capital reserves of associated and joint venture companies – 18,941 – 18,941 841 19,782 Net gains recognised directly in equity – 8,863 – 8,863 15,516 24,379 Net profit – – 381,835 381,835 59,916 441,751 Total recognised gains – 8,863 381,835 390,698 75,432 466,130
Cost of share–based payment – 1,238 – 1,238 143 1,381 Issue of shares on exercise of share options 28 1,123 – – 1,123 – 1,123 Issue of shares by subsidiary company to minority shareholders – – – – 2,402 2,402 Ordinary dividends paid 26 – – (34,499) (34,499) – (34,499) Liquidation of subsidiary company – – – – (6,486) (6,486) Acquisition of subsidiary company – – – – 8,391 8,391 Acquisition of additional interest in subsidiary companies – – – – (16,832) (16,832) End of financial year 688,316 87,484 713,549 1,489,349 174,833 1,664,182
51 consolidated statement of changes in equity for the financial year ended 30 June 2007
Attributable to equity holders of the Company Share Share Other Retained Minority Total capital premium reserves earnings Total interests equity $’000 $’000 $’000 $’000 $’000 $’000 $’000 2006 Beginning of financial year, as previously reported 179,027 501,600 193,470 141,331 1,015,428 (19,960) 995,468 Effect of adopting FRS 28 – – – 6,025 6,025 – 6,025 Effect of adopting FRS 102 – – 466 (466) – – – As restated 179,027 501,600 193,936 146,890 1,021,453 (19,960) 1,001,493 Effect of adopting FRS 39 – – (5,922) – (5,922) – (5,922) 179,027 501,600 188,014 146,890 1,015,531 (19,960) 995,571
Cash flow hedges – – 8,084 – 8,084 – 8,084 Currency translation differences – – (12,646) – (12,646) (1,006) (13,652) Revaluation gain on investment property and property, plant and equipment – – 5,178 – 5,178 (646) 4,532 Share of capital reserves of associated and joint venture companies – – 11,091 – 11,091 4,784 15,875 Realisation of reserve upon sale of investment property and property, plant and equipment – – 8,910 121 9,031 – 9,031 Net gains recognised directly in equity – – 20,617 121 20,738 3,132 23,870 Net profit – – – 128,028 128,028 7,714 135,742 Total recognised gains – – 20,617 128,149 148,766 10,846 159,612
Cost of share–based payment – – 956 – 956 – 956 Issue of shares on exercise of share options 771 1,082 – – 1,853 – 1,853 Transfer to Share Capital upon commencement of Companies (Amendment) Act 2005 507,395 (502,682) (4,713) – – – – Issue of shares by subsidiary company to minority shareholder – – – – – 400 400 Dividends paid by subsidiary company to minority shareholders – – – – – (5,590) (5,590) Ordinary dividends paid – – – (17,225) (17,225) – (17,225) Liquidation of subsidiary company – – – – – (16,280) (16,280) Acquisition of subsidiary company – – – – – 142,580 142,580 End of financial year 687,193 – 204,874 257,814 1,149,881 111,996 1,261,877
An analysis of the movements in each category within “Other reserves” is presented in Note 29.
52 consolidated cash flow statement for the financial year ended 30 June 2007
Group Note 2007 2006 $’000 $’000 Cash flows from operating activities Total profit 441,751 135,742 Adjustments for: Income tax expense 58,155 21,163 Depreciation of property, plant and equipment 8,331 5,069 Impairment on property, plant and equipment – 3,170 Fair value (gains)/losses on investment properties (189,033) 3,007 Revaluation loss on property, plant and equipment 241 1,711 Fair value gains on derivative financial instruments (1,046) – Negative goodwill arising from additional shares in a subsidiary company (7,695) (1,636) Gain on disposal of property, plant and equipment (713) (491) Gain on disposal of subsidiary company (742) – Gain on disposal of associated company (4,024) – Interest income (12,218) (8,040) Interest expense 32,057 40,297 Share of profit of associated and joint venture companies (110,107) (87,082) Share options expense 1,381 956 Allowance for foreseeable losses on development properties – 31,211 Translation difference 4,072 2,938 Operating cash flow before working capital changes 220,410 148,015 Changes in operating assets and liabilities: Balances with associated and joint venture companies 4,056 (1,564) Development properties 100,598 10,513 Inventories (1,268) 13,383 Debtors (29,432) (23,215) Creditors (6,789) (32,640) Cash generated from operations 287,575 114,492 Income tax refunded/(paid) 34 (1,632) Net cash generated from operating activities 287,609 112,860
Cash flows from investing activities Acquisition of subsidiary company, net of cash acquired 11 23,762 4,343 Acquisition of additional interest in subsidiary companies 11 (16,321) – Investment in joint venture company (300) – Purchases of property, plant and equipment (12,255) (5,830) Proceeds from disposal of property, plant and equipment 1,052 2,877 Proceeds from disposal of investment property – 230,000 Proceeds from disposal of subsidiary company 11 2,935 – Purchases of available–for–sale financial assets (2,340) (3,921) Advancement of the loans from associated and joint venture companies 1,493 907 Dividends received 10,675 9,735 Interest received 12,448 11,097 Net cash generated from investing activities 21,149 249,208
53 consolidated cash flow statement for the financial year ended 30 June 2007
Group Note 2007 2006 $’000 $’000 Cash flows from financing activities Proceeds from issue of ordinary shares 1,123 1,853 Proceeds from issue of ordinary shares by subsidiary company to minority shareholders 2,402 400 (Repayment)/advancement of the loans from minority shareholders (78,380) 151 Repayment of borrowings (52,863) (124,284) Dividends paid to shareholders (34,499) (17,225) Dividends paid to minority shareholders – (5,590) Interest paid (44,413) (46,948) Net cash used in financing activities (206,630) (191,643) Net increase in cash and cash equivalents 102,128 170,425 Cash and cash equivalents at beginning of financial year 308,538 138,075 Effects of foreign exchange rate changes on cash and cash equivalents 124 38 Cash and cash equivalents at end of financial year 11 410,790 308,538
54 notes to the financial statements for the financial year ended 30 June 2007
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. general The Company is incorporated and domiciled in Singapore and is listed on the Singapore Exchange. The address of its registered office is 3 Killiney Road, #10-01 Winsland House I, Singapore 239519. The principal activity of the Company is that of an investment holding company. The principal activities of the Company’s subsidiary companies are shown in Note 37.
2. significant accounting policies 2.1 Basis of preparation The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. Interpretations and amendments to published standards effective in 2006 On 1 July 2006, the Group adopted the new or revised FRS and Interpretations to FRS (INT FRS) that are mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the relevant transitional provisions in the respective FRS and INT FRS. The following are the FRS and INT FRS that are relevant to the Group: FRS 19 (Amendment) Employee Benefits FRS 21 (Amendment) The Effects of Changes in Foreign Exchange Rates FRS 32 (Amendment) Financial Instruments: Disclosure and Presentation FRS 39 (Amendment) Financial Instruments: Recognition and Measurement INT FRS 104 Determining whether an Arrangement contains a Lease The Group has early adopted FRS 40 Investment Property on 1 July 2006. The adoption of the above FRS or INT FRS did not result in any substantial changes to the Group’s accounting policies, except for the adoption of FRS 40 Investment Property, the effect of which is disclosed in Note 3.
2.2 Revenue recognition Revenue for the Group comprises the fair value of the consideration received or receivable for the sale of properties and goods, rental income from operating leases and investment properties and rendering of services, net of goods and services tax, rebates and discounts, and after eliminating sales within the Group. Revenue is recognised as follows: (a) Sale of goods Revenue from sales of goods is recognised when a Group entity has delivered the products to the customer, the customer has accepted the products and collectibility of the related receivables is reasonably assured, except for income from sale of development properties, which is recognised using the percentage of completion method as disclosed in Note 2.8. (b) Rendering of services Revenue from rendering of services is recognised over the period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be performed.
55 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.2 Revenue recognition (continued) (c) Interest income Interest income is recognised on a time-proportion basis using the effective interest method. (d) Dividend income Dividend income is recognised when the right to receive payment is established. (e) Rental income Rental income from operating leases on investment properties is recognised on a straight-line basis over the lease term. (f) Management fee Management fee comprises charges for the management and maintenance of properties, finance and administration fees. Revenue from management fee is recognised over the period in which the management services are rendered.
2.3 Group accounting (a) Subsidiary companies Subsidiary companies are entities over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiary companies. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Please refer to Note 2.4 for the accounting policy on goodwill on acquisition of subsidiary companies. Subsidiary companies are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the accounting policies adopted by the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary company attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiary companies’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary company exceed the minority interest in the equity of that subsidiary company. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary company subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. Please refer to Note 2.5 for the Company’s accounting policy on investments in subsidiary companies in the separate financial statements of the Company.
56 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.3 Group accounting (continued) (b) Transactions with minority interests The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Disposals to minority interests, which result in gains and losses for the Group, are recorded in the income statement. The difference between any consideration paid to minority interests for purchases of additional equity interest in a subsidiary company and the incremental share of the carrying value of the net assets of the subsidiary company is recognised as goodwill.
(c) Associated and joint venture companies Associated companies are entities over which the Group has significant influence, but not control, generally accompanying a shareholding of between and including 20% and 50% of the voting rights. Joint venture companies are entities over which the Group has contractual arrangements to jointly share the control over the economic activity of the entities with one or more parties. Investments in associated and joint venture companies are accounted for in the consolidated financial statements using the equity method of accounting. Investments in associated and joint venture companies in the consolidated balance sheet include goodwill (net of accumulated amortisation) identified on acquisition, where applicable. Please refer to Note 2.4 for the Group’s accounting policy on goodwill. Investments in associated and joint venture companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. In applying the equity method of accounting, the Group’s share of its associated and joint venture companies’ post- acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in equity directly. These post-acquisitions movements are adjusted against the carrying amount of the investments. The amounts used for equity accounting are based on the most recent audited financial statements of the associated and joint venture companies, and where the accounting period is not co-terminous with that of the Group, reference is made to the most recent audited or management statements of the companies concerned, made up to dates not more than three months prior to the end of the financial year of the Group. When the Group’s share of losses in an associated company or joint venture company equals or exceeds its interest in the associated or joint venture company, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associated company or joint venture company. In applying the equity method of accounting, unrealised gains on transactions between the Group and its associated and joint venture companies are eliminated to the extent of the Group’s interest in the associated and joint venture companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting polices of associated and joint venture companies have been changed where necessary to ensure consistency with the accounting policies adopted by the Group. Please refer to Note 2.5 for the Company’s accounting policy on investments in associated and joint venture companies.
57 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.4 Goodwill Goodwill represents the excess of the cost of acquisition of subsidiary companies, associated companies or joint venture companies over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary companies, associated companies or joint venture companies at the date of acquisition. Goodwill on acquisition of subsidiary companies occurring on or after 1 January 2001 is included in intangible assets. Goodwill on acquisition of associated and joint venture companies occurring on or after 1 January 2001 is included in the carrying amount of investments in associated and joint venture companies respectively. Goodwill on acquisition that occurred prior to 1 January 2001 has been taken in full to retained earnings; such goodwill has not been retrospectively capitalised and amortised. Goodwill for acquisitions post 1 January 2005 is determined after deducting the Group’s share of their identifiable net assets and contingent liabilities. From 1 January 2005, goodwill recognised as intangible asset is tested at least annually for impairment and carried at cost less accumulated impairment losses (Note 2.10). Gains and losses on the disposal of subsidiary companies, associated companies and joint ventures companies include the carrying amount of goodwill relating to the entity sold but exclude goodwill previously taken to retained earnings (pre- January 2001 acquisition). Such goodwill previously adjusted against retained earnings are not recognised in the income statement.
2.5 Investments in subsidiary companies, associated companies and joint venture companies Investments in subsidiary companies, associated companies and joint ventures companies are stated at cost less impairment losses (Note 2.10) in the Company’s balance sheet. On disposal of investments in subsidiary companies, associated companies and joint ventures companies, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement.
2.6 Property, plant and equipment (a) Measurement (i) Land and buildings Land and buildings are initially recorded at cost. Freehold and 999-year leasehold land are subsequently stated at fair value less accumulated impairment losses (Note 2.10). Buildings and leasehold land are subsequently stated at fair value less accumulated depreciation and accumulated impairment losses (Note 2.10). Properties under development are properties being constructed or developed and are carried at cost less accumulated impairment losses until construction or development is completed. Fair values of land and buildings are determined by an independent professional valuer once every three years and whenever their carrying amounts are likely to differ materially from their fair values. When an asset is revalued, any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset. Increases in carrying amount arising from revaluation are credited to the asset revaluation reserve, unless they offset previous decreases in the carrying amount of the same asset, in which case, they are credited to the income statement. Decreases in carrying amounts that offset previous increases of the same asset are charged against the asset revaluation reserve. All other decreases in carrying amounts are charged to the income statement. (ii) Other property, plant and equipment All other items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses (Note 2.10).
58 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.6 Property, plant and equipment (continued) (a) Measurement (continued) (iii) Components of cost The cost of an item of property, plant and equipment includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The projected cost of dismantlement, removal or restoration is also included as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset. (b) Depreciation Freehold and 999-year leasehold land and properties under development are not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives. The annual depreciation rates are as follows: Leasehold land and buildings 1 - 3% or over the remaining lease period, whichever is shorter Motor vehicles 20% Office equipment 10 - 33% Furniture and fittings 10% or over the remaining lease period, whichever is shorter The residual values and useful lives of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision of the residual values and useful lives are included in the income statement for the financial year in which the changes arise. (c) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Other subsequent expenditure is recognised as repair and maintenance expense in the income statement during the financial year in which it is incurred. (d) Disposal On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is taken to the income statement. Any amount in revaluation reserve relating to that asset is transferred to retained earnings directly.
2.7 Investment properties Investment properties for the Group are held for long-term rental yields and are not occupied substantially by the Group. Investment properties are stated at fair value and changes in fair value of the investment properties are taken to the income statement in the period in which the changes arise. The fair value of the investment properties reflect the market conditions at year-end. If an investment property becomes substantially owner-occupied, it is reclassified as property, plant and equipment and its fair value at the date of reclassification becomes its cost for accounting purposes. Property that is being constructed or developed for future use as investment property is classified as properties under development until development is completed, at which time it is reclassified and accounted for as investment property. On disposal of an investment property, the difference between the net disposal proceeds and carrying amount is taken to the income statement.
59 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.8 Development properties Development properties are stated at cost plus attributable profits, less foreseeable losses, less progress payments received and receivable. An allowance is made where the estimated net realisable value of the development properties has fallen below their carrying value. Cost includes cost of land and other direct and related expenditure, including interest on borrowings, incurred in developing the properties. Interest and other related expenditure are capitalised as and when the activities that are necessary to get the asset ready for its intended development are in progress. The interest on borrowings capitalised is arrived at by reference, where appropriate, to the actual rate payable on borrowings for development purposes, and with regard to that part of the development cost financed out of general funds, at the average rate paid on funding the assets financed by the Group. Where development properties are tenanted, and redevelopment cannot commence until existing tenancies have ended, rental income is set off against overhead expenditure capitalised as part of the cost of the properties. Profit on the sale of properties under development is recognised in the financial statements using the percentage of completion method based on the stage of completion as certified by the architects or quantity surveyors for the individual units sold. Losses are provided for in full as soon as they are foreseeable. Significant assumptions are required in determining the percentage of completion, the total estimated development costs and the estimated total revenue. In making the assumptions, the Group evaluates them by relying on past experience and the work of specialists. Revenue from sale of development properties is disclosed in Note 4.
2.9 Properties held for sale Properties held for sale are stated at the lower of cost and estimated net realisable value.
2.10 Impairment of non-financial assets (a) Goodwill Goodwill is tested annually for impairment, as well as when there is any indication that the goodwill may be impaired. For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash generating units (“CGU”) expected to benefit from synergies arising from the business combination. An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of a CGU. Recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value in use. The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. Impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period. (b) Property, plant and equipment Investments in subsidiary companies, associated companies and joint venture companies Property, plant and equipment and investments in subsidiary companies, associated companies and joint venture companies are reviewed for impairment whenever there is any indication that these assets may be impaired. If any such indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the amount of impairment loss. For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the CGU to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The impairment loss is recognised in the income statement unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease. Please refer to Note 2.6 for the treatment of revaluation decrease.
60 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.10 Impairment of non-financial assets (continued) (b) Property, plant and equipment Investments in subsidiary companies, associated companies and joint venture companies (continued) An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the assets’ recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised in the income statement, a reversal of that impairment is also recognised in the income statement.
2.11 Financial assets (a) Classification The Group classifies its financial assets in the following categories: loans and receivables and available-for-sale. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except those maturing more than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables are classified within trade and other receivables on the balance sheet. (ii) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the assets within 12 months after the balance sheet date. (b) Recognition and derecognition Regular purchases and sales of investments are recognised on trade-date - the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. (c) Initial measurement Financial assets are initially recognised at fair value plus transaction costs. (d) Subsequent measurement Available-for-sale financial assets are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Changes in the fair value of monetary assets denominated in a foreign currency and classified as available-for-sale are analysed into translation differences resulting from changes in amortised cost of the asset and other changes. The translation differences are recognised in the income statement, and other changes are recognised in the fair value reserve within equity. Changes in fair values of other monetary and non-monetary assets that are classified as available-for-sale are recognised in the fair value reserve within equity. Interest on available-for-sale financial assets, calculated using the effective interest method, is recognised in the income statement. Dividends on available-for-sale equity securities are recognised in the income statement when the Group’s right to receive payment is established. When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in the fair value reserve within equity are included in the income statement as “gains and losses from investment securities”.
61 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.11 Financial assets (continued) (e) Impairment The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. (i) Loans and receivables An allowance for impairment of loans and receivables, including trade and other receivables, is recognised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the allowance for impairment is recognised in the income statement within “Administrative expenses”. (ii) Available-for-sale financial assets In the case of an equity security classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the security is impaired. When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that has been recognised directly in the fair value reserve is removed from the fair value reserve within equity and recognised in the income statement. The cumulative loss is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss on that financial asset previously recognised in income statement. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale financial assets are not reversed through the income statement.
2.12 Financial guarantees The Company has issued corporate guarantees to banks for bank borrowings of its subsidiary companies. These guarantees are financial guarantee contracts as they require the Company to reimburse the banks if the subsidiary companies fail to make principal or interest payments when due in accordance with the terms of their borrowings. Financial guarantee contracts are initially recognised at their fair values plus transaction costs. Financial guarantee contracts are subsequently amortised to the income statement over the period of the subsidiary companies’ borrowings, unless the Company has incurred an obligation to reimburse the bank for an amount higher than the unamortised amount. In this case, the financial guarantee contracts shall be carried at the expected amount payable to the bank.
2.13 Inventories Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out method. The cost of finished goods and work-in-progress comprises materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but exclude borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Work-in-progress is stated at cost plus attributable profits, less progress payments received and receivable. Cost includes materials, direct labour and an appropriate proportion of production overhead expenditure. Allowance is made where applicable for the total anticipated losses on long-term contracts on hand as soon as the possibility of loss is ascertained.
62 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.14 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within 12 months after the balance sheet date are presented as current borrowings even though the original term was for a period longer than 12 months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue. Other borrowings due to be settled more than 12 months after the balance sheet date are presented as non- current borrowings in the balance sheet.
2.15 Derivative financial instruments and hedging activities A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as hedging instruments are highly effective in offsetting changes in cash flows of the hedged items. The full fair value of a hedging derivative is presented as a non-current asset or liability if the remaining hedge item is more than 12 months, and as a current asset or liability, if the remaining maturity of the hedged item is less than 12 months. (a) Cash flow hedge The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group to raise non-current borrowings at floating rates and swap them into fixed rates that are lower than those available if it borrowed at fixed rates directly. The change in fair values relating to the effective portion of the interest rate swaps are recognised in the hedging reserve within equity and transferred to the income statement in the periods when the interest expense on the borrowings are recognised in the income statement. The changes in fair values relating to the ineffective portion of the interest rate swaps are recognised immediately in the income statement within “Other gains - net”. 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 [see Note 2.15(b)]. (b) Derivatives that do not qualify for hedge accounting Fair value changes for derivative instruments that do not qualify for hedge accounting are included in the income statement in the financial year when the changes arise.
2.16 Fair value estimation The carrying amounts of current financial assets and liabilities, carried at amortised cost, are assumed to approximate their fair values. The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets held by the Group are the current bid prices; the appropriate quoted market prices for financial liabilities are the current ask prices. The fair values of interest rate swaps are calculated as the present value of the estimated future cash flows, discounted at actively quoted interest rates. The fair values of forward currency contracts are determined using actively quoted forward currency rates at the balance sheet date.
63 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.16 Fair value estimation (continued) The fair value of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at the current market interest rates that are available to the Group for similar financial liabilities.
2.17 Operating leases (a) When a group company is the lessee: Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are taken to the income statement on a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in the income statement in the financial year in which they are incurred. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the financial year in which the termination takes place. (b) When a group company is the lessor Assets leased out under operating leases are included in investment properties. Rental income from operating leases (net of any incentives given to lessees) is recognised in the income statement on a straight-line basis over the lease term. Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense in the income statement over the lease term on the same basis as the lease income. Contingent rents are recognised as income in the income statement in the financial year in which they are earned.
2.18 Income taxes Current income tax liabilities (and assets) for current and prior periods are recognised at the amounts expected to be paid to (or recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date. Deferred income tax assets/liabilities are recognised for all deductible taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint venture companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax assets and liabilities are measured at: (a) the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and (b) the tax consequence that would follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. Current and deferred income tax are recognised as income or expenses in the income statement for the period, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred income tax on temporary differences arising from the revaluation gains and losses on land and buildings, fair value gains and losses on available-for-sale financial assets and cash flow hedges are charged or credited directly to equity in the same period the temporary differences arise. Deferred income tax arising from a business combination is adjusted against goodwill on acquisition.
64 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.19 Provisions Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.
2.20 Employee compensation (a) Defined contribution plans Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions are recognised as employee compensation expense when they are due. (b) Share-based compensation The Group operates an equity-settled, share-based compensation plan. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense in the income statement with a corresponding increase in the share option reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted on the date of grant. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in the income statement, with a corresponding adjustment to the share option reserve over the remaining vesting period. When the options are exercised, the proceeds received (net of any directly attributable transaction costs) are credited to share capital when new ordinary shares are issued.
2.21 Currency translation (a) Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollar, which is the Company’s functional currency. (b) Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Currency translation gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the income statement, except for currency translation differences on the net investment in foreign operations, borrowings in foreign currencies and other currency instruments qualifying as net investment hedges for foreign operations, which are included in the currency translation reserve within equity in the consolidated financial statements [Note 2.21(d)]. Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. Currency translation differences on non-monetary items whereby the gains or losses are recognised directly in equity, such as equity investments classified as available-for-sale financial assets, investment properties and property, plant and equipment are included in the fair value reserve and asset revaluation reserve respectively. (c) Translation of Group entities’ financial statements The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) Assets and liabilities are translated at the closing rate at the date of the balance sheet; (ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and (iii) All resulting exchange differences are taken to the currency translation reserve within equity.
65 notes to the financial statements for the financial year ended 30 June 2007
2. significant accounting policies (continued) 2.21 Currency translation (continued) (c) Translation of Group entities’ financial statements (continued) Goodwill and fair value adjustments on acquisition of foreign operations occurring on or after 1 January 2005 are treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of the balance sheet. For acquisitions that occurred prior to 1 January 2005, the exchange rates at the dates of the acquisitions are used. (d) Consolidation adjustments On consolidation, currency translation differences arising from the net investment in foreign operations, borrowings in foreign currencies and other currency instruments designated as hedges of such investments, are taken to the currency translation reserve. When a foreign operation is sold, such currency translation differences recorded in the currency translation reserve are recognised in the income statement as part of the gain or loss on disposal.
2.22 Segment reporting A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from those of other segments. Segment information is presented in respect of the Group’s business and geographical segment. The primary format, business segments, is based on both the Group’s principal activities and its management and internal reporting structure. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets. Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly current and deferred income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment.
2.23 Cash and cash equivalents Cash and cash equivalents include interest-bearing bank accounts, fixed deposits with financial institutions and cash and bank balances.
2.24 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
2.25 Dividend Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the financial year in which the dividends are approved by the shareholders.
2.26 Trade and other payables Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost, using the effective interest method.
66 notes to the financial statements for the financial year ended 30 June 2007
3. effects on financial statements on adoption of new FRS FRS 40 Investment Property Prior to the adoption of FRS 40, investment properties are stated at fair value based on their open market values. Increases in carrying amount arising from the revaluation of each class of investment properties are taken to an asset revaluation reserve in shareholders’ equity, unless they are directly related to previous decreases in carrying amount that were taken to the income statement. Such increases are taken to income statement to the extent that they offset previously recorded decreases. Decreases in the carrying amount that offset previous increases of the same class of asset are taken to asset revaluation reserve; all other decreases are taken to the income statement. With the adoption of FRS 40, changes in fair values of investment properties are included in the income statement. Investment properties which do not meet the recognition criteria under FRS 40 are reclassified as property, plant and equipment under FRS 16 Property, Plant and Equipment. Property, plant and equipment which meet the recognition criteria under FRS 40 are reclassified as investment properties. In addition, in accordance with FRS 12 Income Taxes, the Group has also provided for deferred income tax on the revaluation surplus. This change in accounting policy has been accounted for prospectively in accordance with the transitional provisions of FRS 40 and the effects of the change on the balance sheets as at 30 June 2007 and 1 July 2006 and the consolidated income statement and earnings per share for the financial year are as follows: Group Company Increase/(Decrease) Increase/(Decrease) As at As at As at As at 30 June 2007 1 July 2006 30 June 2007 1 July 2006 $’000 $’000 $’000 $’000 Balance sheets Investments in associated companies (19,865) (8,782) – – Investment properties (35,826) (35,826) 82,000 82,000 Property, plant and equipment 35,826 35,826 (82,000) (82,000) Deferred income tax liabilities 41,075 10,523 – – Asset revaluation and other reserves (127,491) (127,491) (76,018) (76,018) Retained earnings 308,413 108,399 76,018 76,018 Minority interests 7,917 (213) – –
Group Increase 2007 $’000 Consolidated Income Statement Fair value gains on investment properties 189,033 Share of profit of associated and joint venture companies 49,663 Less: Deferred income tax expense 30,552 Minority interests 8,130 200,014 Earnings per share (cents) Basic 27.82 Diluted 27.79
67 notes to the financial statements for the financial year ended 30 June 2007
4. revenue Group 2007 2006 $’000 $’000 Revenue from sale of: – development properties 752,936 727,865 – goods and services 184,421 121,588 Rental income 36,296 33,346 Management fees 7,981 4,849 Dividend income – 1,610 981,634 889,258
5. other gains – net Group 2007 2006 $’000 $’000 Leasing income 1,644 1,517 Interest income from: – associated companies 54 – – joint venture companies 1,884 700 – banks 10,280 7,340 Negative goodwill arising from additional shares in subsidiary company 7,695 1,636 Gain on disposal of plant, property and equipment 713 491 Gain on disposal of subsidiary company 742 – Gain on disposal of associated company 4,024 – Fair value gains on investment properties 189,033 – Fair value gains on derivative financial instruments 1,046 – Other miscellaneous gains 2,247 3,756 219,362 15,440
6. expenses by nature Group 2007 2006 $’000 $’000 Depreciation of property, plant and equipment (Note 23) 8,331 5,069 Employee compensation (Note 7) 81,042 44,611 Allowance for/(write–back of) impairment of trade receivables 137 (411) Write–down of inventory 2,064 1,759 Reversal of inventory write–down made in preceding financial years (Note 14) (1,326) (773) Rental on operating leases 44,773 35,337 Foreign exchange (gain)/loss (162) 578 Allowance for foreseeable losses on development properties – 31,211 Development cost included in cost of sales 518,642 579,251 Raw materials and finished goods 75,170 71,747 Impairment of property, plant and equipment (Note 23) – 3,170
68 notes to the financial statements for the financial year ended 30 June 2007
7. employee compensation Group 2007 2006 $’000 $’000 Wages and salaries (including directors’ remuneration) 73,438 40,359 Employer’s contribution to defined contribution plans including Central Provident Fund 6,223 3,296 Share options expense 1,381 956 81,042 44,611 Please refer to Note 35(b) for directors’ remuneration.
8. finance costs Group 2007 2006 $’000 $’000 Interest expense – joint venture companies 1,586 829 – term loans 30,471 39,086 – other loans – 382 32,057 40,297
9. income taxes (a) Income tax expense Group 2007 2006 $’000 $’000 Tax expense attributable to profit is made up of: Current income tax – Singapore 24,488 5,173 – Foreign 12 2,303 24,500 7,476 Deferred income tax [Note 9(b)] 34,639 5,845 59,139 13,321 (Over)/under provision in preceding financial years – Current income tax (984) 175 – Deferred income tax [Note 9(b)] – 7,667 58,155 21,163
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the capital allowances and deductibility of certain expenses during the estimation of the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in which such determination is made.
69 notes to the financial statements for the financial year ended 30 June 2007
9. income taxes (continued) (a) Income tax expense (continued) The income tax expense on profit differs from the amount that would arise using the Singapore standard rate of income tax as explained below: Group 2007 2006 % % Singapore standard rate of income tax 18.0 20.0 Different tax rates in other countries 0.8 0.5 Expenses not deductible for tax purposes 0.6 12.0 Income not subjected to tax (3.5) (10.0) Utilisation of previously unrecognised temporary differences (4.1) (14.0) (Over)/under provision in preceding financial years (0.2) 5.0 11.6 13.5
On 15 February 2007, the Singapore Second Minister for Finance announced a reduction in the corporate tax rate from 20% to 18% and various tax incentives for the year of assessment 2008 and onwards.
(b) Deferred income taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Deferred income tax liabilities to be settled after one year 52,425 8,769 158 158 Deferred income tax assets to be recovered after one year – (1,325) – – 52,425 7,444 158 158
Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group had unutilised tax losses of $153.8 million (2006: $111.0 million) available for setoff against future taxable income subject to meeting certain statutory requirements by those companies with unutilised tax losses in their respective countries of incorporation. These tax losses have no expiry date. The Company’s deferred income tax liabilities of $0.2 million (2006: $0.2 million) relates to the accelerated tax depreciation on its property, plant and equipment.
70 notes to the financial statements for the financial year ended 30 June 2007
9. income taxes (continued) (b) Deferred income taxes (continued) The movement in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) during the financial year was as follows: Deferred income tax liabilities - Group Recognition of profits on Accelerated tax Revaluation percentage- depreciation gains of-completion Others Total $’000 $’000 $’000 $’000 $’000 2007 Beginning of financial year, as previously reported 1,013 2,384 5,272 100 8,769 Effect of adoption of FRS 40 (Note 3) – 10,523 – – 10,523 As restated 1,013 12,907 5,272 100 19,292 Currency translation differences – 22 – – 22 Credited to equity [Note 29(c)] – (203) – – (203) Charged to income statement [Note 9(a)] 56 28,223 4,734 301 33,314 End of financial year 1,069 40,949 10,006 401 52,425
2006 Beginning of financial year 329 – 2,157 100 2,586 Currency translation differences 1 (15) – – (14) Acquisition of subsidiary company 3,705 3,487 – – 7,192 Charged to equity [Note 29(c)] – 82 – – 82 Charged/(credited) to income statement [Note 9(a)] (3,022) (1,170) 3,115 – (1,077) End of financial year 1,013 2,384 5,272 100 8,769
Deferred income tax assets - Group Unutilised Provisions Tax losses tax credit Others Total $’000 $’000 $’000 $’000 $’000 2007 Beginning of financial year 142 383 225 575 1,325 Charged to income statement [Note 9(a)] (142) (383) (225) (575) (1,325) End of financial year – – – – –
2006 Beginning of financial year – – – 809 809 Currency translation differences (1) 8 14 – 21 Acquisition of subsidiary company 877 6,404 7,803 – 15,084 Charged to income statement [Note 9(a)] (734) (6,029) (7,592) (234) (14,589) End of financial year 142 383 225 575 1,325
71 notes to the financial statements for the financial year ended 30 June 2007
10. earnings per share (a) Basic earnings per share Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year. Group 2007 2006 $’000 $’000 Net profit attributable to equity holders of the Company 381,835 128,028
‘000 ‘000 Weighted average number of ordinary shares in issue for basic earnings per share 718,874 717,445 Basic earnings per share (cents) 53.12 17.84
(b) Diluted earnings per share The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of all dilutive potential ordinary shares from share options. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. Group 2007 2006 $’000 $’000 Net profit attributable to equity holders of the Company for basic earnings per share 381,835 128,028 Adjustments for share options of: – subsidiary company (108) – – associated company (57) (36) Net profit used to determine diluted earnings per share 381,670 127,992
’000 ’000 Weighted average number of ordinary shares in issue for basic earnings per share 718,874 717,445 Adjustments for assumed conversion of share options 901 1,214 Number of ordinary shares used to determine diluted earnings per share 719,775 718,659 Diluted earnings per share (cents) 53.03 17.81
72 notes to the financial statements for the financial year ended 30 June 2007
11. cash and cash equivalents Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Fixed deposits with financial institutions 293,729 276,362 126,500 167,133 Cash and bank balances 117,061 32,176 2,638 1,292 410,790 308,538 129,138 168,425 Included in cash and cash equivalents of the Group are amounts held under Housing Developers (Project Account) (Amendment) Rules 1997, totalling $101.6 million (2006: $10.2 million), the use of which is subject to restrictions imposed by the aforementioned rules. At the balance sheet date, the carrying amounts of cash and cash equivalents approximated their fair values. Cash and cash equivalents were denominated in the following currencies: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Singapore Dollar 354,637 283,106 128,969 168,061 Malaysian Ringgit 18,206 21,038 5 5 United States Dollar 2,012 3,947 41 209 Chinese Renminbi 35,566 – – – Others 369 447 123 150 410,790 308,538 129,138 168,425
The fixed deposits with financial institutions mature on varying dates within 4 months (2006: 4 months) from the financial year- end with the following weighted average effective interest rates: Group Company 2007 2006 2007 2006 % % % % Singapore Dollar 2.1 3.3 2.1 3.3 Malaysian Ringgit 2.9 3.0 – – Others – 3.7 – –
73 notes to the financial statements for the financial year ended 30 June 2007
11. cash and cash equivalents (continued) (a) Acquisition of subsidiary companies (i) On 10 October 2006, Wing Tai Land Pte. Ltd., a wholly-owned subsidiary of the Company, acquired an additional 20% of the issued share capital of Suzhou Property Development Pte Ltd (“SPD”) for a cash consideration of $3.7 million and also includes the payment of shareholder’s loan amounting to $7.4 million. The acquisition has increased the Group’s shareholding in SPD from 35% to 55% resulting in SPD becoming a subsidiary company of the Group. The above acquisition contributed a revenue of $19.2 million and an operating profit of $2.5 million to the Group for the period from 10 October 2006 to 30 June 2007. If the above acquisition had occurred on 1 July 2006, the Group’s revenue and profit after tax and minority interests would have increased by $30.6 million and $2.6 million respectively. (ii) The effects of acquisition of subsidiary companies on the cashflows of the Group were as follows: Group 2007 2006 $’000 $’000 Identifiable assets and liabilities: Development properties 21,380 150,033 Investment properties – 120,694 Property, plant and equipment 16,779 23,958 Deferred income tax assets – 15,084 Other current assets 4,837 63,616 Cash and cash equivalents 34,862 5,214 Total assets 77,858 378,599 Borrowings – (40,907) Trade and other payables (23,455) (19,708) Current income tax liabilities (41) (745) Deferred income tax liabilities - (7,192) Other non-current liabilities (36,830) (20,760) Total liabilities (60,326) (89,312) Net identifiable assets 17,532 289,287 Minority interests (8,391) (142,580) Investment held prior to acquisition (5,413) (144,200) Net identifiable assets acquired 3,728 2,507 Negative goodwill arising from acquisition – (1,636) Total cash consideration paid 3,728 871 Total cash consideration paid (3,728) (871) Payment of shareholders’ loan (7,372) – Cash and cash equivalents in subsidiary company acquired 34,862 5,214 Net cash inflow on acquisition 23,762 4,343
74 notes to the financial statements for the financial year ended 30 June 2007
11. cash and cash equivalents (continued) (b) Disposal of subsidiary company On 30 April 2007, DNP Holdings Berhad, a subsidiary of the Company, disposed of its 100% interest in Dragon & Phoenix Development Sdn Bhd for a cash consideration of $2.9 million. The effects of disposal of subsidiary company on the cashflows of the Group were as follows: Group 2007 2006 $’000 $’000 Identifiable assets and liabilities: Development properties 2,194 – Trade and other payables (1) – Net identifiable assets disposed 2,193 – Gain on disposal of subsidiary company 742 – Net cash inflow on disposal 2,935 –
(c) Acquisition of minority interests On 12 April 2007, Wing Tai Land Pte. Ltd., a wholly owned subsidiary of the Company, acquired an additional 20% of the issued share capital of Suzhou Property Development Pte Ltd (“SPD”) for a cash consideration of $3.9 million and also includes the payment of shareholder’s loan amounting to $7.2 million. The acquisition has increased the Group’s shareholding in SPD from 55% to 75%. The Group recognised a decrease in minority interest of $3.9 million. During the financial year ended 30 June 2007, Wing Tai Investment & Development Pte Ltd, a wholly owned subsidiary of the Company, acquired an additional 3.9% of the issued share capital of DNP Holdings Berhad (“DNP”) for a cash consideration of $5.2 million. The acquisition has increased the Group’s shareholding in DNP from 50.2% to 54.1%. The Group recognised a decrease in minority interest of $12.9 million. The acquisition resulted in a negative goodwill of $7.7 million (Note 5). The additional acquisition of 3.9% of DNP has resulted in an increase in the Group’s effective equity interest in PT Windas from 57.6% to 58.5%.
75 notes to the financial statements for the financial year ended 30 June 2007
12. Derivative financial instruments Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Beginning of financial year 1,851 (5,922) 1,874 (3,485) Fair value gains/(losses) – Included in income statement 1,046 (311) – – – Included in hedging reserve (12,225) 8,084 (11,893) 5,359 End of financial year (9,328) 1,851 (10,019) 1,874
Analysed as: Group Company Contract/ Fair value Contract/ Fair value Notional Assets/ Notional Assets/ Amount (Liabilities) Amount (Liabilities) $’000 $’000 $’000 $’000 2007 Cash flow hedges – Interest rate swaps 424,760 (10,063) 324,760 (10,019) Non-hedging instruments – Currency forwards 28,296 735 – – Total (9,328) (10,019)
2006 Cash flow hedges – Interest rate swaps 474,760 2,208 374,760 1,874 Non-hedging instruments – Currency forwards 30,101 (67) – – – Interest rate swaps 13,129 (290) – – Total 1,851 1,874
At 30 June 2007, the fixed interest rates on interest rate swaps vary from 2.1% to 3.3% (2006: 2.1% to 3.3%) per annum and the main floating rate is Singapore Swap Offer Rate. Please refer to Note 34 for details of the financial instrument and hedging policies.
76 notes to the financial statements for the financial year ended 30 June 2007
13. trade and other receivables – current Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Trade receivables 100,940 73,349 8 36 Allowance for impairment of receivables (1,559) (1,391) – – 99,381 71,958 8 36 Due from subsidiary companies – non-trade [Note 13(i)] – – 493,110 509,958 Allowance for impairment of receivables – – (110,381) (128,260) – – 382,729 381,698 Due from associated companies – trade – 374 – – – non-trade [Note 13(ii)] 800 1,298 581 556 800 1,672 581 556 Due from joint venture companies – trade – 2 – – – non-trade [Note 13(ii)] 492 2,117 6 6 492 2,119 6 6 Dividends receivable (quoted) – 937 – 930 Total current receivables 100,673 76,686 383,324 383,226
(i) Amounts due from subsidiary companies are unsecured and are repayable on demand. Included in the amounts due from subsidiary companies are fixed interest rate receivables of $234.1 million (2006: $220.0 million). The weighted average effective interest rate at balance sheet date is disclosed in Note 18 to the financial statements.
(ii) Amounts due from associated and joint venture companies are unsecured, interest-free and are repayable on demand. Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers. Due to these factors, management believes that there is no anticipated additional credit risk beyond the amount of allowance for impairment made is inherent in the Group’s and Company’s trade receivables. The carrying amounts of current trade and other receivables approximated their fair values. The currency denomination and exposure to interest rate risks of current trade and other receivables are disclosed in Note 18, together with non-current trade and other receivables.
77 notes to the financial statements for the financial year ended 30 June 2007
14. inventories Group 2007 2006 $’000 $’000 Raw materials 4,506 7,993 Work-in-progress 4,124 3,386 Finished goods 16,355 12,338 24,985 23,717
The cost of inventories recognised as expense and included in “cost of sales” amounted to $75.2 million (2006: $71.7 million). During the financial year, the Group reversed $1.3 million (2006: $0.8 million), being part of an inventory write-down made in the preceding financial year, as the inventories were sold above their carrying amounts. The reversal was included in “cost of sales” in the income statement.
15. Development properties Group 2007 2006 $’000 $’000 Properties under development 970,837 756,210 Properties held for sale 16,522 292,066 987,359 1,048,276 (a) Properties under development Land at cost 1,110,856 739,221 Development costs 279,449 162,907 Overhead expenditure capitalised 86,652 48,923 1,476,957 951,051 Attributable profits 91,397 38,155 Allowance for foreseeable losses (50,844) (58,638) 1,517,510 930,568 Progress payments received and receivable (546,673) (174,358) 970,837 756,210 (b) Properties held for sale Beginning of financial year 292,066 300,917 Currency translation differences 312 – Acquisition of subsidiary company 14,581 12,809 Transfer from properties under development – 166,091 Transfer from property, plant and equipment 2,555 – Adjustment for development cost (4,445) (2,705) Sale of properties during the financial year (288,070) (185,046) Allowance for foreseeable losses (477) – End of financial year 16,522 292,066 Value of properties under development mortgaged to secure long term banking facilities granted 602,269 719,268 Value of properties held for sale mortgaged to secure long term banking facilities granted – 54,541 Total interest capitalised during the financial year 16,065 11,895
78 notes to the financial statements for the financial year ended 30 June 2007
15. Development properties (continued) (c) RAP 11 Pre-Completion Contracts for the Sale of Development Property The Group uses the percentage of completion method for recognising revenue from partly completed residential projects. Had the completed contract method been adopted, the impact on the financial statements of the Group will be as follows: Group Decrease 2007 2006 $’000 $’000 Opening retained earnings (14,583) (5,778) Revenue recognised for the financial year (275,442) (198,965) Development costs recognised for the financial year (222,200) (175,488) Profit for the financial year (59,848) (22,426) Carrying value of development properties Beginning of financial year (38,155) (12,691) End of financial year (91,397) (38,155) Deferred income tax liabilities (10,006) (5,272) Investments in joint venture companies (13,404) (2,064) Minority interests Beginning of financial year (20,363) (6,742) Share of profit for the financial year (28,567) (13,621)
(d) The development properties are as follows: % of Gross Group’s completion Expected Land floor interest in Type of at completion area area property Location development Tenure 30.06.2007 date (Sq m) (Sq m) (%) Singapore Lot 8988K 778 units of 99-year lease 98 2007 24,272 88,454 60 Mukim 22, condominium from 2004 Flower Road/ housing Kovan Road (Kovan Melody) Lots 2144N 96 units of Freehold 6 2009 3,282 11,486 100 & 2446K TS17 at condominium 398 Kallang Road housing (The Riverine by the Park) Lots 212C PT, 140 units of Freehold – 2010 7,399 20,717 100 440W,441V, condominium 696P,1151A housing PT 99643V, 99644P, 99649X, 99650K and 99651N TS27 at Cairnhill Circle (Helios Residences) Lots 373C, 395T Condominium Freehold – 2010 23,004 32,205 60 and 643V housing TS20 at Oxley Walk (Belle Vue Residences)
79 notes to the financial statements for the financial year ended 30 June 2007
15. Development properties (continued) (d) The development properties are as follows: (continued) % of Gross Group’s completion Expected Land floor interest in Type of at completion area area property Location development Tenure 30.06.2007 date (Sq m) (Sq m) (%) Singapore (continued) Lot 726N TS28 at Condominium Freehold – 2010 3,984 11,156 100 Newton Road housing (L’VIV) Lot 715N Condominium Freehold – 2011 5,624 15,746 100 TS25 at 1A, housing Ardmore Park Malaysia Lots 197 and 198, 110 units of Freehold 58 2007 2,713 23,831 54.1 Section 43, Town condominium of Kuala Lumpur, housing (The Meritz) Lots 96, 149 and Mixed Freehold Phase 1 63 2008 504,683 120,421 54.1 452-454 Mukim development Phase 2 – 2010 of Ulu Klang, comprising Phase 3 – – Gombak, Selangor 566 units of (Sering Ukay) terrace and semi-detached houses and bungalows Lots 4024, 4196, 20 units of Freehold 44 2008 7,323 4,123 54.1 4241, 6618-6628, semi-detached 6630-6632, houses and 6635 and 6636 bungalows Mukim 13, Daerah Seberang Perai Tengah, Penang (Taman Bukit Minyak Indah) Lots 11971-11988 291 units of Freehold Phase 3 85 2007 51,751 42,331 54.1 and 11991-12030 terrace and Phase 4 – 2010 Mukim 14, various semi-detached Phase 5 – 2010 lots in 16836-16895, houses and Phase 6 33 2008 17029-17310, bungalows 18484-18485 and 20070-20097 Mukim 15, Daerah Seberang Perai Tengah, Penang (Taman Seri Impian)
80 notes to the financial statements for the financial year ended 30 June 2007
15. Development properties (continued) (d) The development properties are as follows: (continued) % of Gross Group’s completion Expected Land floor interest in Type of at completion area area property Location development Tenure 30.06.2007 date (Sq m) (Sq m) (%) Malaysia (continued) Various lots in 22 units of Freehold 87 2008 3,724 2,498 54.1 19705-19727 semi-detached Mukim 15, houses and Daerah Seberang bungalows Perai Tengah, Penang (Gems Gardens) Lot 1315, Section 57, Condominium Freehold – – 9,764 n/a 54.1 Town of Kuala Lumpur housing Lots 1812-1815 487 units of Freehold Block A – – 22,662 n/a 54.1 Mukim 6, 13600 flats Block B 12 – Province Wellesley Block C 38 2009 Central, Penang PT 484, 492 15 units of Freehold – 2009 21,964 33,982 54.1 532-573 and shophouses/ 2647, 3001, 3035, vacant land 3665 Mukim 6, 13600 Province Wellesley Central, Penang Various lots in Mixed Freehold/ – 2012 226,993 n/a 54.1 266-279 and development 999-year 1195-1517, comprising lease Pt 1084, 550 units of expiring Lots 130 and terrace and 2876 1515 Mukim 14, semi-detached Daerah Seberang houses and Perai Tengah, shops Penang 14-A, Jalan Dato Apartments Freehold – 2012 4,715 59,075 54.1 Abdullah Tahir, 80300 Johor Bahru, Johor Lots 1130, 1133, Vacant land Freehold – – 384,273 n/a 54.1 1166, 1167, 1187, 1188 and 1255 Mukim 15, Daerah Seberang Perai Tengah, Penang
81 notes to the financial statements for the financial year ended 30 June 2007
15. Development properties (continued) (d) The development properties are as follows: (continued) % of Gross Group’s completion Expected Land floor interest in Type of at completion area area property Location development Tenure 30.06.2007 date (Sq m) (Sq m) (%) Malaysia (continued) Lot 1254 Vacant land Freehold – – 24,306 n/a 54.1 Mukim 15, Daerah Seberang Perai Tengah, Penang Lots 1379, 1380 Vacant land Freehold – – 107,362 n/a 54.1 and 1742 Mukim 15, Daerah Seberang Perai Tengah, Penang Lot 1464 Vacant land Freehold – – 18,666 n/a 54.1 Mukim 13, Tempat Relau, Daerah Timur Laut, Penang Lots 7891-7937 Mixed Freehold – – 8,392 n/a 54.1 Mukim 13, development Seberang Perai comprising Selatan, terrace and Penang semi-detached houses and bungalows The People’s Republic of China No. 63, Xinggang Apartments 70-year Phase 1 100 Completed 81,351 41,337 75 Street, Suzhou lease Phase 2 – 2009 Industrial Park from 2000 (The Lakeview) No. 1, Xingzhou Mixed 70-year – – 40,000 n/a 75 Street, Suzhou development lease Industrial Park comprising from 2000 (The Lakeside) townhouses, bungalows and apartments Indonesia Jalan H.R. Vacant land 30-year lease – – 16,080 n/a 58.5 Rasuna Said, from 1996, with South Jakarta option to extend the lease
n/a: not applicable
82 notes to the financial statements for the financial year ended 30 June 2007
16. other current assets Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Interest receivables 30 260 – – Deposits 20,214 5,970 21 14 Prepayments 2,913 10,507 405 434 Tax recoverable 7,534 17,234 6,177 9,514 Others 6,165 8,818 805 830 36,856 42,789 7,408 10,792
The carrying amounts of other current assets approximated their fair values. The currency denomination of other current assets are disclosed in Note 18, together with trade and other receivables.
17. available-for-sale financial assets Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Beginning of financial year 7,774 3,853 3,793 3,793 Additions 2,340 3,980 – – Disposals – (56) – – Fair value gains recognised in equity 23,019 – – – Currency translation differences 50 (3) – – End of financial year 33,183 7,774 3,793 3,793
At the balance sheet date, available-for-sale financial assets include the following: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Unquoted equity shares – Singapore 7,774 7,774 3,793 3,793 – Hong Kong SAR 25,409 – – – 33,183 7,774 3,793 3,793
83 notes to the financial statements for the financial year ended 30 June 2007
18. trade and other receivables – non-current Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Loans to subsidiary companies [Note 18(i)] – interest-bearing – – 150,039 109,595 – interest-free – – 446,174 555,324 – – 596,213 664,919 Allowance for impairment of receivables – – (9,646) (4,626) – – 586,567 660,293 Loans to associated companies [Note 18(ii)] – interest-bearing 4,395 4,286 – – – interest-free 1,130 905 – – 5,525 5,191 – – Allowance for impairment of receivables (494) (525) – – 5,031 4,666 – – Loans to joint venture companies [Note 18(iii)] – interest-bearing 49,779 72,710 – – – interest-free 165,864 145,107 – – 215,643 217,817 – – Allowance for impairment of receivables (10,558) (25,483) – – 205,085 192,334 – – Loans to investee companies [Note 18(iv)] 19,669 19,357 – – Loans to minority shareholders [Note 18(v)] 18,743 22,344 – – 38,412 41,701 – – Total non-current receivables 248,528 238,701 586,567 660,293
(i) Loans to subsidiary companies are unsecured, repayable on demand, but are not repayable within 12 months from the balance sheet date. Included in the loans to subsidiary companies are fixed interest rate loans of $129.7 million (2006: $90.2 million) and floating interest rate loans of $20.3 million (2006: $19.4 million). The weighted average effective interest rate of the loans to subsidiary companies at the balance sheet date are as disclosed in this note. (ii) Loans to associated companies are unsecured, repayable on demand, but are not repayable within 12 months from the balance sheet date. Included in the loans to associated companies are fixed interest bearing amounts which bear a weighted average effective interest rate at balance sheet date as disclosed below. (iii) Included in the loans to joint venture companies are amounts of $87.7 million (2006: $87.7 million) which are subordinated to banking facilities of $140.1 million (2006: $233.1 million) granted by banks to the said joint venture companies. The floating interest rate loans to joint venture companies bear a weighted average effective interest rate at balance sheet date as disclosed below. (iv) Loans to investee companies are unsecured, interest free and repayable on demand. The amounts are not expected to be repaid within 12 months from the balance sheet date. (v) Loans by certain subsidiary companies to minority shareholders are made proportionate to the shareholders’ equity stake in the subsidiary companies on a pari passu basis with no interest charge. The loans are unsecured and interest-free, repayable on demand, but are not expected to be repayable within the next 12 months.
84 notes to the financial statements for the financial year ended 30 June 2007
18. trade and other receivables – non-current (continued) The carrying amounts of non-current trade and other receivables approximated their fair values. Trade and other receivables [current (Note 13) and non-current] and other current assets (Note 16) were denominated in the following currencies: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Singapore Dollar 214,111 284,265 878,148 980,274 Malaysian Ringgit 17,085 12,351 – – United States Dollar 74,552 3,458 40,251 12,387 Hong Kong Dollar 79,455 57,291 58,900 61,650 Others 854 811 – – 386,057 358,176 977,299 1,054,311
The weighted average effective interest rates at the balance sheet date were as follows: Group 2007 2006 SGD USD SGD USD % % % % Non-current interest-bearing loans to: – associated companies [Note 18(ii)] 2.5 – 5.0 – – joint venture companies [Note 18(iii)] 4.2 – 4.2 –
Company 2007 2006 SGD usD SGD USD % % % % Current interest-bearing amounts due from subsidiary companies [Note 13(i)] 2.9 – 2.8 – Non-current interest-bearing loans to subsidiary companies [Note 18(i)] 3.9 7.4 3.8 6.0
85 notes to the financial statements for the financial year ended 30 June 2007
19. investments in associated companies Group 2007 2006 $’000 $’000 Beginning of financial year, as previously reported 371,749 455,971 Effect of adopting FRS 40 (8,782) – As restated 362,967 455,971 Share of associated companies’ capital reserves 19,782 15,858 Share of associated companies’ net profits 68,202 60,954 Dividends received (10,675) (6,735) Associated companies of a subsidiary company acquired – 1,963 Acquisition of additional shares in associated companies 295,124 – Disposal of associated company (291,451) – Reclassified to subsidiary company due to acquisition of controlling interest – (136,138) Currency translation differences (16,609) (20,616) Others 4,246 492 End of financial year 431,586 371,749 The summarised financial information of associated companies is as follows: Group 2007 2006 $’000 $’000 Assets 1,098,344 2,247,252 Liabilities (444,460) (783,099) Revenue 425,102 876,110 Net profit 268,459 263,066 Share of associated companies’ contingent liabilities incurred jointly with other investors 114 6,606 Carrying amount of quoted equity shares 410,829 356,821 Market value of quoted equity shares 351,028 237,514
On 29 June 2007, USI Holdings Limited (“USI”) acquired the Group’s 27.7% interest in Winsor Properties Holdings Limited (“Winsor”) for new shares issued by USI. As a result, Winsor ceased to be an associated company of the Group and became a subsidiary of USI. As at the final closing date of the offer, the Group’s effective interest in USI increased from 18.9% to 30.6% and USI’s effective interest in Winsor is 79.3%. As at 30 June 2007, the carrying value of quoted equity shares is higher than the market value. The directors consider the carrying value of investment in associated companies appropriate and the shortfall is temporary. Details of the Group’s associated companies are listed in Note 37 to the financial statements.
86 notes to the financial statements for the financial year ended 30 June 2007
20. investments in joint venture companies Group 2007 2006 $’000 $’000 Beginning of financial year 89,870 91,605 Acquisition of joint venture company 300 – Share of joint venture companies’ capital reserves – 17 Share of joint venture companies’ net profits 41,905 26,128 Dividends received – (3,000) Joint venture company of a subsidiary company acquired 2,425 – Reclassified to subsidiary company due to acquisition of controlling interest (5,413) (8,062) Write-back of provision for loan to joint venture companies (Note 18) (14,925) (17,406) Currency translation differences (368) 385 Others (2,668) 203 End of financial year 111,126 89,870
The following amounts represent the Group’s share of the assets and liabilities and income and expenses of the joint venture companies and are included in the consolidated balance sheet and income statement using equity accounting. Group 2007 2006 $’000 $’000 Assets 470,556 480,019 Liabilities (359,430) (390,149) Revenue 254,224 152,119 Net profit 41,905 26,128
The Group’s share of the capital commitments of the joint venture companies were as follows: Group 2007 2006 $’000 $’000 Contracted but not provided for 267,546 55,345
Details of the Group’s joint venture companies are listed in Note 37 to the financial statements.
21. investments in subsidiary companies Company 2007 2006 $’000 $’000 Beginning of financial year 253,392 132,366 Reclassified from investments in associated companies due to acquisition of controlling interest – 121,026 Impairment (12,092) – End of financial year 241,300 253,392
Details of the Group’s subsidiary companies are listed in Note 37 to the financial statements. The effect of the acquisition and disposal of subsidiary companies on the Group’s financial position is disclosed in Note 11.
87 notes to the financial statements for the financial year ended 30 June 2007
22. investment properties Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Beginning of financial year, as previously reported 417,970 527,103 – – Effect of adopting FRS 40 (Note 3) (35,826) – 82,000 – As restated 382,144 527,103 82,000 – Acquisition of subsidiary company – 120,694 – – Disposals – (230,000) – – Additions 1,360 60 – – Impairment loss taken to income statement – (3,361) – – Fair value gains taken to: – income statement 189,033 – – – – equity – 4,427 – – Currency translation differences 1,682 (953) – – End of financial year 574,219 417,970 82,000 –
The investment properties are as follows: Lettable Group’s area/ interest in land area property Location Description Tenure (Sq m) (%) Singapore 3 Killiney Road 10-storey 99-year 15,989 100 (Winsland House I) commercial building lease from 1983 163 Penang Road 8-storey 99-year 7,292 100 (Winsland House II) commercial building lease from 1994 165 Penang Road Conservation 99-year 584 100 (Winsland House II) house lease from 1994 167 Penang Road 9-storey serviced 99-year 6,030 100 (Lanson Place Winsland Residences) apartments lease from 1994
Malaysia Lot 263, Section 89A, 132 units Freehold 23,873 54.1 Town of Kuala Lumpur condominium (Lanson Place Kondominium No. 8) Unit G2 Shop unit Freehold 205 100 Holiday Plaza, Johor Bahru Lot 360 Mukim 17, Vacant land Freehold 2,282 54.1 Batu Ferringhi, Penang Lot 343 Mukim 3, Lot 1822, Vacant land Freehold 27,275 54.1 1823 and 1425 Mukim 4, 13600 Province Wellesley Central, Penang Lot 4868 Mukim 14, Vacant land Freehold 483 54.1 Daerah Seberang Perai Tengah, Penang Lot 247, Section 43, Vacant land Freehold 6,084 54.1 Town of Kuala Lumpur
88 notes to the financial statements for the financial year ended 30 June 2007
22. investment properties (continued) Investment properties are valued on 30 June 2007 on the basis of open market values by independent professionally qualified valuers, resulting in fair value gains of $182.2 million, net of minority interests, which was taken to the Group’s income statement in accordance with FRS 40. In the preceding financial year, prior to adoption of FRS 40, the revaluation surplus of $5.2 million, net of minority interests, was taken to the Group’s asset revaluation reserve [Note 29(c)]. Investment properties with a total valuation of $529.6 million (2006: $384.6 million) are mortgaged to banks to secure long term banking facilities granted to the subsidiary companies (Note 25). Investment properties are leased to third parties under operating leases (Note 31).
23. property, plant and equipment Freehold Leasehold land and land and Motor Office Furniture buildings buildings vehicles equipment and fittings Total $’000 $’000 $’000 $’000 $’000 $’000 Group 2007 Cost or valuation Beginning of financial year, as previously reported Cost – 557 2,928 10,809 23,987 38,281 Valuation 93,225 11,112 – – – 104,337 93,225 11,669 2,928 10,809 23,987 142,618 Effect of adopting FRS 40 (Note 3) 35,826 – – – – 35,826 As restated 129,051 11,669 2,928 10,809 23,987 178,444 Acquisition of subsidiary company – 16,617 112 50 – 16,779 Transfer to properties held for sale – (2,555) – – – (2,555) Additions 501 908 1,106 1,544 8,196 12,255 Disposals – (84) (705) (808) (259) (1,856) Write–off – – – (11) – (11) Revaluation surplus/(deficit) 1,415 (337) – (18) – 1,060 Currency translation differences 370 638 73 345 312 1,738 End of financial year 131,337 26,856 3,514 11,911 32,236 205,854 Representing: Cost – 608 3,514 11,911 32,236 48,269 Valuation 131,337 26,248 – – – 157,585 131,337 26,856 3,514 11,911 32,236 205,854 Accumulated depreciation Beginning of financial year 1,156 (756) 917 7,442 16,531 25,290 Depreciation charge 837 1,152 800 1,293 4,249 8,331 Disposals – (84) (662) (771) – (1,517) Write–off – – – (11) – (11) Adjustment on revaluation – (12) – – – (12) Currency translation differences (48) 145 44 212 275 628 End of financial year 1,945 445 1,099 8,165 21,055 32,709 Net book value End of financial year 129,392 26,411 2,415 3,746 11,181 173,145
89 notes to the financial statements for the financial year ended 30 June 2007
23. property, plant and equipment (continued) Freehold Leasehold land and land and Motor Office Furniture buildings buildings vehicles equipment and fittings Total $’000 $’000 $’000 $’000 $’000 $’000 Group 2006 Cost or valuation Beginning of financial year Cost – – 2,433 9,274 20,848 32,555 Valuation 89,360 1,507 – – – 90,867 89,360 1,507 2,433 9,274 20,848 123,422 Acquisition of subsidiary company 5,174 13,270 856 2,829 1,829 23,958 Reclassifications – (29) – – 29 – Additions – 2 536 1,101 4,191 5,830 Disposals (1,182) (238) (856) (2,030) (2,712) (7,018) Write–off – – – (16) – (16) Revaluation surplus/(deficit) 68 (2,735) – (26) – (2,693) Currency translation differences (195) (108) (41) (323) (198) (865) End of financial year 93,225 11,669 2,928 10,809 23,987 142,618 Representing: Cost – 557 2,928 10,809 23,987 38,281 Valuation 93,225 11,112 – – – 104,337 93,225 11,669 2,928 10,809 23,987 142,618 Accumulated depreciation Beginning of financial year 485 250 1,100 6,326 15,572 23,733 Depreciation charge 516 220 575 1,023 2,735 5,069 Disposals (328) (135) (725) (1,503) (1,941) (4,632) Impairment 627 313 2 1,884 344 3,170 Write–off – – – (16) – (16) Adjustment on revaluation (133) (1,389) – – – (1,522) Currency translation differences (11) (15) (35) (272) (179) (512) End of financial year 1,156 (756) 917 7,442 16,531 25,290 Net book value End of financial year 92,069 12,425 2,011 3,367 7,456 117,328
90 notes to the financial statements for the financial year ended 30 June 2007
23. property, plant and equipment (continued) Freehold land and Motor Office Furniture buildings vehicles equipment and fittings Total $’000 $’000 $’000 $’000 $’000 Company 2007 Cost or valuation Beginning of financial year, as previously reported Cost – 1,355 2,128 5,240 8,723 Valuation 88,680 – – – 88,680 88,680 1,355 2,128 5,240 97,403 Effect of adopting FRS 40 (Note 3) (82,000) – – – (82,000) As restated 6,680 1,355 2,128 5,240 15,403 Additions – – 441 1,366 1,807 Disposals – – (17) (1) (18) Write–off – (245) (3) – (248) Revaluation surplus 1,415 – – – 1,415 End of financial year 8,095 1,110 2,549 6,605 18,359 Representing: Cost – 1,110 2,549 6,605 10,264 Valuation 8,095 – – – 8,095 8,095 1,110 2,549 6,605 18,359 Accumulated depreciation Beginning of financial year 943 748 430 4,749 6,870 Depreciation charge 472 181 77 87 817 Disposals – (245) (16) – (261) Write–off – – (2) – (2) End of financial year 1,415 684 489 4,836 7,424 Net book value End of financial year 6,680 426 2,060 1,769 10,935 2006 Cost or valuation Beginning of financial year Cost – 1,355 2,012 5,198 8,565 Valuation 89,360 – – – 89,360 89,360 1,355 2,012 5,198 97,925 Additions – – 157 42 199 Disposals (436) – (25) – (461) Write–off – – (16) – (16) Revaluation deficit (244) – – – (244) End of financial year 88,680 1,355 2,128 5,240 97,403 Representing: Cost – 1,355 2,128 5,240 8,723 Valuation 88,680 – – – 88,680 88,680 1,355 2,128 5,240 97,403 Accumulated depreciation Beginning of financial year 485 533 423 4,666 6,107 Depreciation charge 483 215 47 83 828 Disposals (25) – (25) – (50) Write–off – – (15) – (15) End of financial year 943 748 430 4,749 6,870 Net book value End of financial year 87,737 607 1,698 491 90,533
91 notes to the financial statements for the financial year ended 30 June 2007
23. property, plant and equipment (continued) The freehold and leasehold land and buildings of the Group and Company were valued on the basis of open market value by independent professionally qualified valuers on 30 June 2007. If the freehold and leasehold land and buildings stated at valuation had been included in the financial statements at cost less depreciation, the net written down amount would have been as follows: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Freehold land and buildings 41,022 11,514 795 8,561 Leasehold buildings 8,179 8,640 – – 49,201 20,154 795 8,561
The properties included in freehold and leasehold land and buildings are as follows: Lettable area/ land area Location Description Tenure (Sq m) Singapore Lots 2694 and 5163 Mukim 22, 10-storey warehouse and office Freehold 19,321 107 Tampines Road building and a 5-storey canteen Lot 94-59 Mukim 22, 9-storey warehouse and Freehold 9,840 105 Tampines Road office building Lots 94-34, 94-72, 2248, 2250 and 16 units of apartments in Freehold 1,665 2278 Mukim 22, 19 Valley Road a 4-storey building Malaysia 3rd floor, Binova Industrial Centre, Factory, office and 99-year lease 1,201 Jalan 2/57B Segambut Bawah, warehouse expiring 2077 51200 Kuala Lumpur 166-A, Rifle Range Road, Industrial land and buildings 60-year lease 14,983 11400 Penang expiring 2033 523, Ayer Puteh Road, Industrial land and buildings Freehold 6,156 Balik Pulau, 11000 Penang 57, Parit Buntar Industrial Complex, Industrial land and buildings 60-year lease 15,675 34200 Parit Buntar, Perak expiring 2039 12A-06 and 02-02, 2 units of condominium Freehold 218 72, Scotland Road, 10450 Penang housing Lot 53, Jalan Cetak, Industrial land and buildings 99-year lease 4,474 Tasek Industrial Estate, expiring 2072 31400 Ipoh, Perak Lot 583, Mukim Kota Lama, Industrial land and buildings 60-year lease 10,517 33000 Kuala Kangsar, Perak expiring 2050 Plot 832, Jejawi Industrial Estate, Industrial land and buildings 60-year lease 11,635 02600 Arau, Kangar, Perlis expiring 2045 Plot 1522, Jejawi Industrial Estate, Industrial land and buildings 60-year lease 562 02600 Arau, Kangar, Perlis expiring 2051 Unit no. 2.04-2.06, Level 2 KOMTAR, Shop lots 99-year lease 342 Penang Road, Penang expiring 2083
92 notes to the financial statements for the financial year ended 30 June 2007
23. property, plant and equipment (continued) The properties included in freehold and leasehold land and buildings are as follows: (continued) Lettable area/ land area Location Description Tenure (Sq m) Malaysia (continued) Lot 262, Section 89A, 221 units of serviced apartments Freehold 17,656 Town of Kuala Lumpur in a 20-storey building (Lanson Place Ambassador Row Residences) Lots 837-839, 870, 871, Vacant land Freehold 34,151 1493 and 1617 Mukim 6, 13600 Province Wellesley Central, Penang The People’s Republic of China Units 7A and 18A, Jin Hua Tower, 2 apartment units 70-year lease 632 Suzhou Garden Villa, 38 Shi Shan Road, from 1992 Suzhou, Jiangsu At 30 June 2007, certain property, plant and equipment with net book value amounting to $36.1 million (2006: $0.5 million) were secured under a debenture deed to a bank for long term banking facilities granted to subsidiary companies (Note 25).
24. trade and other payables Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Due to subsidiary companies – non-trade [Note 24(i)] – – 159,805 209,861 Due to associated companies – non-trade [Note 24(ii)] 1,789 2,034 12 12 Due to joint venture companies – non-trade [Note 24(iii)] 7 6 – – Due to related companies – non-trade [Note 24(iii)] 415 128 – – Accrued project costs 35,732 32,931 – – Accrued operating expenses 42,967 26,570 11,917 2,247 Trade creditors 32,917 29,187 – – Other creditors 24,178 12,473 3,624 316 Tenancy deposits 2,844 1,457 152 80 138,638 102,618 15,693 2,643 Total trade and other payables 140,849 104,786 175,510 212,516
(i) Non-trade amounts due to subsidiary companies are unsecured and are repayable on demand. Included in the amounts due to subsidiary companies are fixed interest rate payables of $35.9 million (2006: $34.4 million) and floating interest rate payables of $24.9 million (2006: $26.0 million). (ii) Non-trade amounts due to associated companies are unsecured, interest-free and are repayable on demand. (iii) Non-trade amounts due to joint venture companies and related companies are unsecured, interest free and repayable on demand. The carrying amounts of trade and other payables approximated their fair values.
93 notes to the financial statements for the financial year ended 30 June 2007
24. trade and other payables (continued) The weighted average effective interest rates at the balance sheet date were as follows: Company 2007 2006 SGD SGD % % Due to subsidiary companies 3.1 3.5
Trade and other payables and other non–current liabilities (Note 27) were denominated in the following currencies: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Singapore Dollar 275,471 320,787 109,659 248,187 Malaysian Ringgit 22,093 18,652 – – United States Dollar 2,529 5,731 95,744 2,558 Hong Kong Dollar 7,693 7,602 25,144 38,800 Chinese Renminbi 13,110 – – – Others 4,633 3,709 – – 325,529 356,481 230,547 289,545
25. borrowings Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Current borrowings Secured term loan 75,698 161,000 – – Secured long term bank loans (current portion) – 6,672 – – Unsecured bank loans 114,657 28,696 – – Unsecured transferable loan facility – 50,000 – 50,000 Unsecured long term bank loans (current portion) 142 – – – 190,497 246,368 – 50,000 Non–current borrowings Secured bank loans 509,387 408,184 – – Unsecured medium term notes due 2010 50,000 50,000 50,000 50,000 Unsecured medium term notes due 2011 100,000 100,000 100,000 100,000 Unsecured transferable loan facility 125,000 125,000 125,000 125,000 Unsecured bank loans 79,968 178,163 – – 864,355 861,347 275,000 275,000 Total borrowings 1,054,852 1,107,715 275,000 325,000
The carrying amounts of total borrowings approximated their fair values.
94 notes to the financial statements for the financial year ended 30 June 2007
25. borrowings (continued) (a) Maturity of borrowings The current borrowings have an average maturity of 4 months (2006: 5 months) from the end of the financial year. The non- current borrowings had the following maturity: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Between two and five years 759,795 856,638 175,000 275,000 Later than five years 104,560 4,709 100,000 – 864,355 861,347 275,000 275,000
(b) Currency risk The carrying amounts of total borrowings were denominated in the following currencies: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Singapore Dollar 996,262 1,040,549 275,000 325,000 Malaysian Ringgit 55,027 60,412 – – United States Dollar 444 6,754 – – Hong Kong Dollar 3,119 – – – 1,054,852 1,107,715 275,000 325,000
(c) Interest rate risks The weighted average effective interest rates of total borrowings at the balance sheet date were as follows: Group 2007 2006 SGD rm usD hKD SGD RM USD % % % % % % % Current borrowings Secured term loan 3.8 5.2 – – 4.4 – – Secured long term bank loans (current portion) – – – – 3.8 4.8 – Unsecured bank loans 5.1 4.6 5.6 – – 4.4 6.1 Unsecured transferable loan facility – – – – 5.5 – – Unsecured long term bank loans (current portion) – – – 5.2 – – – Non–current borrowings Secured bank loans 3.6 5.2 – – 4.6 4.7 – Unsecured medium term notes due 2010 4.1 – – – 4.5 – – Unsecured medium term notes due 2011 5.0 – – – 5.0 – – Unsecured transferable loan facility 4.2 – – – 5.4 – – Unsecured bank loans 4.9 – – 5.2 6.2 – –
Company 2007 2006 SGD % % Current borrowings Unsecured transferable loan facility – 5.5 Non–current borrowings Unsecured medium term notes due 2010 4.1 4.5 Unsecured medium term notes due 2011 5.0 5.0 Unsecured transferable loan facility 4.2 5.4
95 notes to the financial statements for the financial year ended 30 June 2007
25. borrowings (continued) (c) Interest rate risks (continued) The earlier of the contractual repricing or maturity dates of the borrowings were set out below: Group Variable rates Fixed rates Not later Not later Between than than 2 and 5 1 year 1 year years Total $’000 $’000 $’000 $’000 2007 Current borrowings Secured term loan 6,698 69,000 – 75,698 Unsecured bank loans 114,657 – – 114,657 Unsecured long term bank loans (current portion) 142 – – 142 121,497 69,000 – 190,497 Non–current borrowings Secured bank loans 509,387 – – 509,387 Unsecured medium term notes due 2010 15,000 – 35,000 50,000 Unsecured medium term notes due 2011 – – 100,000 100,000 Unsecured transferable loan facility 125,000 – – 125,000 Unsecured bank loans 79,968 – – 79,968 729,355 – 135,000 864,355 Effect of interest rate swaps (Note 12) (424,760) 102,308 322,452 – Total borrowings 426,092 171,308 457,452 1,054,852
2006 Current borrowings Secured term loan 161,000 – – 161,000 Secured long term bank loans (current portion) 6,672 – – 6,672 Unsecured bank loans 28,696 – – 28,696 Unsecured transferable loan facility 50,000 – – 50,000 246,368 – – 246,368 Non–current borrowings Secured bank loans 339,184 – 69,000 408,184 Unsecured medium term notes due 2010 15,000 – 35,000 50,000 Unsecured medium term notes due 2011 – – 100,000 100,000 Unsecured transferable loan facility 125,000 – – 125,000 Unsecured bank loans 178,163 – – 178,163 657,347 – 204,000 861,347 Effect of interest rate swaps (Note 12) (487,889) – 487,889 – Total borrowings 415,826 – 691,889 1,107,715
96 notes to the financial statements for the financial year ended 30 June 2007
25. borrowings (continued) (c) Interest rate risks (continued) The earlier of the contractual repricing or maturity dates of the borrowings were set out below: Company 2007 2006 Variable rates Fixed rates Variable rates Fixed rates Not later Between Not later Between than 2 and 5 than 2 and 5 1 year years Total 1 year years Total $’000 $’000 $’000 $’000 $’000 $’000 Current borrowings Unsecured transferable loan facility – – – 50,000 – 50,000 Non–current borrowings Unsecured medium term notes due 2010 15,000 35,000 50,000 15,000 35,000 50,000 Unsecured medium term notes due 2011 – 100,000 100,000 – 100,000 100,000 Unsecured transferable loan facility 125,000 – 125,000 125,000 – 125,000 140,000 135,000 275,000 140,000 135,000 275,000 Effect of interest rate swaps (Note 12) (140,000) 140,000 – (190,000) 190,000 – Total borrowings – 275,000 275,000 – 325,000 325,000
(d) Security granted The secured borrowings are secured on the following assets: Group Note 2007 2006 $’000 $’000 Development properties 15 602,269 773,809 Investment properties 22 529,556 384,600 Property, plant and equipment 23 36,100 492 1,167,925 1,158,901
26. Dividends Ordinary dividends paid in respect of the preceding financial year Group and Company 2007 2006 $’000 $’000 First and final dividend of 3 cents (2006: 3 cents) per share less tax of 20% (2006: 20%) 17,250 17,225 Special dividend of 3 cents (2006: Nil) per share less tax of 20% (2006: Nil) 17,249 – 34,499 17,225
The directors have recommended a first and final cash dividend in respect of the financial year ended 30 June 2007 of 3 cents per share less tax of 18%, special cash dividend of 5 cents per share less tax of 18% and special rights dividend of 25 cents per share less tax of 18% amounting to $194.7 million. These financial statements do not reflect these proposed dividends, which will be accounted for in the shareholders’ equity as an appropriation of retained earnings in the financial year ending 30 June 2008. On 29 August 2007, the Company announced a proposed renounceable non-underwritten rights issue of up to 72,179,600 new ordinary shares in the capital of the Company at an issue price of $2.05 for each rights share, on the basis of one rights share for every ten existing ordinary shares of the Company and the availability of an option to elect to use the net special rights dividend to subscribe for the rights shares. The proposed first and final dividend and special dividend in respect of the financial year ended 30 June 2006 has been accounted for in the shareholders’ equity as an appropriation of retained earnings in the current financial year.
97 notes to the financial statements for the financial year ended 30 June 2007
27. other non-current liabilities Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Tenancy deposits 3,414 2,664 40 105 Loans from minority shareholders [Note 27(i)] 171,671 239,366 – – Loans from subsidiary companies [Note 27(ii)] – – 46,875 70,251 Others 9,595 9,665 8,122 6,673 184,680 251,695 55,037 77,029
(i) Loans from minority shareholders are unsecured and are not expected to be repayable within the next 12 months from the balance sheet date. Included in the loans from minority shareholders are fixed interest rate amounts of $98.2 million (2006: $100.3 million) which bear a weighted average effective interest rate of 3.7% (2006: 3.7%) per annum at the balance sheet date. (ii) The loans from subsidiary companies are unsecured, interest–free and are not repayable within the next 12 months from the balance sheet date. (iii) The carrying amounts of other non–current liabilities approximated their fair values. The currency denomination of other non-current liabilities are disclosed in Note 24, together with trade and other payables.
28. share capital Group and Company Issued share capital Number of shares Amount ’000 $’000 2007 Beginning of financial year 718,228 687,193 Issue of shares under options 1,193 1,123 End of financial year 719,421 688,316
Number of shares Amount Authorised Issued Authorised Issued Capital Total share share share share Share redemption share capital capital capital capital premium reserve capital ’000 ’000 $’000 $’000 $’000 $’000 $’000 2006 Beginning of financial year 1,350,000 716,110 251,786 179,027 501,600 4,713 685,340 Issue of shares under options – 2,118 – 771 1,082 – 1,853 Effect of Companies (Amendment) Act 2005 (1,350,000) – (251,786) 507,395 (502,682) (4,713) – End of financial year – 718,228 – 687,193 – – 687,193
All issued shares are fully paid. During the financial year, the Company issued 1,193,000 (2006: 2,118,000) shares upon the exercise of employee share options at the exercise price of between $0.653 and $1.43 (2006: $0.653 and $1.379) per share. The newly issued shares rank pari passu in all respects with the previously issued shares.
98 notes to the financial statements for the financial year ended 30 June 2007
28. share capital (continued) (a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) The 2001 Scheme was approved and adopted by the members of the Company at the Extraordinary General Meeting held on 31 August 2001. On 5 September 2006, pursuant to the 2001 Scheme, the Company granted options to qualifying employees to purchase 1,905,000 ordinary shares of the Company at the exercise price of $1.81 per share. These options can be exercised only after twelve months from the date of grant and not later than 10 years from such date. Movements in the number of unissued ordinary shares under options during the financial year and their exercise prices were as follows: Beginning of Number Number Number Number End of Exercise financial of options of options of options of options financial price Date of grant year granted exercised forfeited expired year ($) Expiry date 2007 2001 Scheme 02.11.2001 286,000 – 91,000 – – 195,000 0.678 01.11.2011 05.11.2002 276,500 – 61,500 – – 215,000 0.653 04.11.2012 28.11.2003 870,500 – 390,500 10,000 – 470,000 0.745 27.11.2013 19.11.2004 1,281,000 – 403,000 93,000 – 785,000 0.934 18.11.2014 30.09.2005 1,575,000 – 247,000 144,000 – 1,184,000 1.430 29.09.2015 05.09.2006 – 1,905,000 – 205,000 – 1,700,000 1.810 04.09.2016 Total 4,289,000 1,905,000 1,193,000 452,000 – 4,549,000
2006 1991 Scheme 31.10.2000 1,005,000 – 508,000 15,000 482,000 – 1.379 30.09.2005 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 Total 5,644,500 1,805,000 2,118,000 560,500 482,000 4,289,000
Out of the outstanding options on 4,549,000 shares (2006: 4,289,000), options on 1,357,000 shares (2006: 1,239,500) are exercisable. Options exercised in 2007 resulted in 1,193,000 shares (2006: 2,118,000) being issued at an average price of $0.94 (2006: $0.88) each. The fair value of options granted on 5 September 2006 (2006: 30 September 2005) determined using the Binomial valuation model, was $1,272,000 (2006: $1,397,000). The significant inputs into the model were share price at grant date of $1.88 (2006: $1.51), exercise price as shown above, standard deviation of expected share price returns of 37.9% (2006: 41.5%), option life as shown above and annual risk–free interest rate of 3.3% (2006: 2.5%). The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of daily share prices over the last ninety days. (b) The DNP Holdings Berhad (“DNP”) Employees’ Share Option Scheme Details of the share options granted by DNP, a subsidiary company of the Goup, are disclosed in the annual report of DNP for the financial period ended 30 June 2007.
99 notes to the financial statements for the financial year ended 30 June 2007
29. other reserves Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Share option reserve 2,660 1,422 2,512 1,419 Cash flow hedge reserve (10,063) 2,162 (10,019) 1,874 Asset revaluation reserve 81,627 118,529 5,885 80,489 Share of capital reserves of associated and joint venture companies 28,320 98,493 – – Fair value reserve 11,556 – – – Currency translation reserve (26,616) (15,732) – – 87,484 204,874 (1,622) 83,782 (a) Share option reserve Beginning of financial year 1,422 466 1,419 466 Employee share option scheme: – Value of employee services (Notes 7 and 28) 1,381 956 1,093 953 Minority interests (143) – – – End of financial year 2,660 1,422 2,512 1,419
(b) Cash flow hedge reserve Beginning of financial year 2,162 (5,922) 1,874 (3,485) Fair value (losses)/gains on cash flow hedges (12,225) 8,084 (11,893) 5,359 End of the financial year (10,063) 2,162 (10,019) 1,874
(c) Asset revaluation reserve Beginning of financial year, as previously reported 118,529 104,441 80,489 80,733 Effect of adopting FRS 40 (Note 3) (38,377) – (76,018) – As restated 80,152 104,441 4,471 80,733 Surplus on revaluation of: – investment properties (Note 22) – 4,427 – – – property, plant and equipment (Note 23) 1,313 187 1,414 – Deferred income tax credited/(charged) to equity [Note 9(b)] 203 (82) – – Revaluation deficit/(surplus) realised and transferred to income statement upon disposal of properties – 8,910 – (244) Minority interests (41) 646 – – End of financial year 81,627 118,529 5,885 80,489
(d) Share of capital reserves of associated and joint venture companies Beginning of financial year, as previously reported 98,493 87,402 – – Effect of adopting FRS 40 (Note 3) (89,114) – – – As restated 9,379 87,402 – – Share of capital reserves of associated and joint venture companies 19,782 15,875 – – Minority interests (841) (4,784) – – End of the financial year 28,320 98,493 – –
Capital reserves of associated and joint venture companies arise from currency translation and other reserves and they are not distributable.
100 notes to the financial statements for the financial year ended 30 June 2007
29. other reserves (continued) Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 (e) Fair value reserve Beginning of financial year – – – – Fair value gains on available–for–sale financial assets 23,019 – – – Minority interests (11,463) – – – End of financial year 11,556 – – –
(f) Currency translation reserve Beginning of financial year (15,732) (3,086) – – Translation of financial statements of foreign subsidiary, associated and joint venture companies (3,252) (7,621) – – Translation of foreign currency denominated loans which are quasi–equity in nature (4,461) (6,031) – – Minority interests (3,171) 1,006 – – End of financial year (26,616) (15,732) – – Total other reserves 87,484 204,874 (1,622) 83,782
30. retained earnings (a) Retained earnings of the Group and the Company are distributable except for retained earnings of associated and joint venture companies amounting to $81.8 million (2006: $86.7 million) which are included in the Group’s retained earnings. (b) Movements in retained earnings for the Company were as follows: Company 2007 2006 $’000 $’000 Beginning of financial year, as previously reported 184,375 166,463 Effect of adopting FRS 40 (Note 3) 76,018 – As restated 260,393 166,463 Total profit 13,796 35,137 Dividends paid (Note 26) (34,499) (17,225) End of financial year 239,690 184,375
(c) Movement in retained earnings for the Group is shown in the Consolidated Statement of Changes in Equity.
101 notes to the financial statements for the financial year ended 30 June 2007
31. commitments (a) Capital commitments Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements, excluding those relating to investments in joint venture companies (Note 20), are analysed as follows: Group 2007 2006 $’000 $’000 Capital and development expenditure not provided for in the financial statements: Commitments in respect of contracts placed 131,128 38,139 Authorised but not contracted for 7,417 7,754
(b) Operating lease commitments - where a group company is a lessee The Group leases various retail units under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The lease expenditure charged to the income statement during the financial year is disclosed in Note 6. The future aggregate minimum lease payable under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are analysed as follows: Group 2007 2006 $’000 $’000 Not later than one year 22,803 28,368 Between two and five years 24,173 26,123 46,976 54,491
(c) Operating lease commitments - where a group company is a lessor The future minimum lease receivable under non-cancellable operating leases contracted for at the balance sheet date but not recognised as receivables, are analysed as follows: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Not later than one year 15,292 14,752 558 533 Between two and five years 18,504 12,340 449 337 33,796 27,092 1,007 870
102 notes to the financial statements for the financial year ended 30 June 2007
32. contingent liabilities Details and estimates of maximum amounts of contingent liabilities, excluding those relating to investments in associated companies (Note 19) and investments in joint venture companies (Note 20), were as follows: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Guarantees issued to banks for credit facilities granted to: – subsidiary companies – – 229,054 235,242 – associated companies 8,280 8,280 8,280 8,280 – joint venture companies 2,040 62,452 2,040 62,452 10,320 70,732 239,374 305,974 The Company has given guarantees for all liabilities of a subsidiary company incurred under a tender bond facility amounting to $15.0 million (2006: $15.0 million) granted by a bank to the subsidiary company.
33. financial risk management Financial risk factors The Group is exposed to foreign currency, interest rate, credit and liquidity risks arising from its diversified businesses. The Group’s risk management approach seeks to minimise potential adverse effects from these exposures on the financial performance of the Group. After identifying and evaluating its exposure to the financial risks, the Group establishes policies to monitor and manage these risks in accordance with its risk management philosophy.
(a) Price risk/Currency risk The Group holds long-term overseas investments and its net assets are exposed to currency translation risk. The Group uses natural hedging opportunities, like borrowing in the currency of the country in which these investments are located whenever practicable. The exchange differences arising from such translations are captured under the currency translation reserve. These translation differences are reviewed and monitored on a regular basis.
(b) Cash flow and fair value interest rate risk The Group is exposed to interest rate risk through the impact of rate changes on interest bearing assets and liabilities. The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group also uses hedging instruments such as interest rate swaps to minimise its exposure to interest rate volatility (see Note 34 for details).
(c) Credit risk The Group has no significant concentration of credit risk with any single entity. The Group has policies in place to ensure that sales of products and services are made only to customers with acceptable credit standing. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution.
(d) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. The Group adopts prudent liquidity risk management by maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group constantly raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with short term funding so as to achieve overall cost effectiveness.
103 notes to the financial statements for the financial year ended 30 June 2007
34. financial instruments In order to manage the risks arising from fluctuations in currency exchange rates and interest rates, the Group and the Company make use of the following derivative financial instruments: (a) Interest rate swaps The Group and the Company have entered into interest rate swap contracts that entitle them to receive interest at floating rates on notional principal amounts and oblige them to pay interest at fixed rates on the same amounts. The interest rate swaps allow the Group and the Company to raise long-term borrowings at floating rates and swap them into fixed rates that are lower than those available if they borrowed at fixed rates directly. Under the interest rate swaps, the Group and the Company agree with other parties to exchange, at specified intervals (mainly quarterly), the difference between the fixed and floating rate interest amounts calculated by reference to the agreed notional principal amounts. At 30 June 2007, the fixed interest rates vary from 2.1% to 3.3% (2006: 2.1% to 3.3%) per annum and the floating rates are linked to swap rates quoted by various banks and agencies. The remaining terms and notional principal amounts of the outstanding interest rate swap contracts at the balance sheet date were as follows: Group Company 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Not later than one year 102,308 – 102,308 – Between two and five years 322,452 487,889 222,452 374,760 424,760 487,889 324,760 374,760
(b) Forward foreign exchange contracts Forward foreign exchange contracts are entered into to manage exposure to fluctuations in foreign currency exchange rate on specific transactions. These contracts do not qualify for hedge accounting. The settlement dates on open forward contracts were as follows: Group 2007 2006 $’000 $’000 Not later than one year 14,923 30,101 Between two and five years 13,373 – 28,296 30,101
The commitments in respect of the forward foreign exchange contracts entered into by the Group were as follows: Group 2007 2006 $’000 $’000 Payable in local currency Forward contracts to receive foreign currency 28,296 30,101
104 notes to the financial statements for the financial year ended 30 June 2007
35. 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 Group 2007 2006 $’000 $’000 Commission income received from: – associated companies 28 84 – joint venture companies 809 1,059 Management and service fees received from: – associated companies 240 2,590 – joint venture companies 3,285 900 Management fees paid to associated company 571 353 Reimbursement of administrative costs and service fees to associated companies – 615 Reimbursement of administrative costs and service fees from associated companies 686 557 Financial, secretarial and administrative fees received from: – associated companies 30 30 – joint venture companies 177 156
(b) Key management personnel compensation Key management personnel compensation is as follows: Group 2007 2006 $’000 $’000 Salaries and other short term employee benefits 10,314 7,619 Share options granted 329 90 10,643 7,709 Included in the above is compensation to directors of the Company which amounted to $6.3 million (2006: $4.4 million).
105 notes to the financial statements for the financial year ended 30 June 2007
36. segment information (a) Primary reporting format - business segments At 30 June 2007, the Group is organised into three main business segments – development properties, investment properties and retail. Other operations of the Group comprise mainly garment manufacturing and investment holding, neither of which constitutes a separately reportable segment. Development Investment properties properties Retail Others Group 2007 $’000 $’000 $’000 $’000 $’000 Revenue 757,602 29,938 139,341 54,753 981,634 Segment result 219,363 206,626 8,825 (25,176) 409,638 Interest income 12,218 421,856 Finance costs (32,057) Share of profit of associated and joint venture companies 41,905 8,117 2,549 57,536 110,107 Profit before income tax 499,906 Income tax expense (58,155) Total profit 441,751
Segment assets 1,329,049 608,245 52,835 381,402 2,371,531 Investments in associated companies – 10,994 7,736 412,856 431,586 Investments in joint venture companies 111,082 – – 44 111,126 Due from associated and joint venture companies 209,631 636 1,046 95 211,408 1,649,762 619,875 61,617 794,397 3,125,651 Unallocated assets 7,534 Consolidated total assets 3,133,185
Segment liabilities 219,688 9,396 30,853 75,655 335,592 Borrowings 408,200 192,394 – 454,258 1,054,852 627,888 201,790 30,853 529,913 1,390,444 Unallocated liabilities 78,559 Consolidated total liabilities 1,469,003
Capital expenditure 711 451 5,619 5,474 12,255 Depreciation 804 256 3,696 3,575 8,331
106 notes to the financial statements for the financial year ended 30 June 2007
36. segment information (continued) (a) Primary reporting format – business segments (continued) Development Investment properties properties Retail Others Group 2006 $’000 $’000 $’000 $’000 $’000 Revenue 733,925 27,124 89,062 39,147 889,258 Segment result 113,630 9,072 1,533 (22,155) 102,080 Interest income 8,040 110,120 Finance costs (40,297) Share of profit of associated and joint venture companies 26,016 87 2,734 58,245 87,082 Profit before income tax 156,905 Income tax expense (21,163) Total profit 135,742
Segment assets 1,263,775 457,319 37,256 307,612 2,065,962 Investments in associated companies 1,979 2,863 7,437 359,470 371,749 Investments in joint venture companies 89,845 – – 25 89,870 Due from associated and joint venture companies 198,244 636 786 1,125 200,791 1,553,843 460,818 45,479 668,232 2,728,372 Unallocated assets 17,234 Consolidated total assets 2,745,606
Segment liabilities 290,496 9,060 13,334 43,948 356,838 Borrowings 391,418 195,863 899 519,535 1,107,715 681,914 204,923 14,233 563,483 1,464,553 Unallocated liabilities 19,176 Consolidated total liabilities 1,483,729
Capital expenditure 9 348 4,504 969 5,830 Depreciation 32 400 2,799 1,838 5,069
(b) Secondary reporting format – geographical segments The Group’s three main business segments operate in three main geographical areas – Singapore, The People’s Republic of China (PRC)/Hong Kong SAR and Malaysia. Revenue Total assets Capital expenditure 2007 2006 2007 2006 2007 2006 $’000 $’000 $’000 $’000 $’000 $’000 Singapore 826,154 831,241 2,229,040 2,022,170 8,540 4,406 PRC/Hong Kong SAR 19,242 – 504,366 389,827 711 – Malaysia 101,718 31,321 384,614 317,731 3,004 1,424 Other countries 34,520 26,696 15,165 15,878 – – 981,634 889,258 3,133,185 2,745,606 12,255 5,830
107 notes to the financial statements for the financial year ended 30 June 2007
37. companies in the Group Information relating to the companies in the Group is given below, with the exception of inactive and dormant companies. Singapore-incorporated subsidiary companies and associated companies in which the Group has management control are audited by PricewaterhouseCoopers Singapore, unless otherwise indicated. Equity held Country of by the Group incorporation/ 2007 2006 place of business Principal activities % % (a) Wing Tai Holdings Limited Singapore Investment holding n/a n/a
(b) Subsidiary companies DNP Holdings Berhad ! Malaysia-Quoted on the Manufacturing and trading of Bursa Malaysia Securities garments, property development Berhad and investment holding 54.1 50.2 Angel Wing (M) Sdn Bhd *,! Malaysia Property development 54.1 50.2 Brave Dragon Ltd *, # British Virgin Islands Investment holding 89.4 89.4 (BVI)/Hong Kong SAR Crossbrook Group Ltd # BVI/Hong Kong SAR Investment holding 100 100 DNP Clothing Sdn Bhd *,! Malaysia Retailing of garments 54.1 50.2 DNP Garment *,! Malaysia Manufacture of textile garments 54.1 50.2 Manufacturing Sdn Bhd DNP Land Sdn Bhd *,! Malaysia Property development 54.1 50.2 DNP Property *,! Malaysia Project management and 54.1 50.2 Management Sdn Bhd maintenance of properties Dragon & Phoenix *,! Malaysia Manufacture of textile garments 54.1 50.2 Serba Pakaian Sdn Bhd Evermore Investment Pte Ltd * Singapore Property investment and development 85 85 Fox Fashion Apparel (S) * Singapore Retailing of garments 100 100 Pte Ltd Grand Eastern Realty & *,! Malaysia Property development 54.1 50.2 Development Sdn Bhd Harta-Aman Sdn Bhd *,! Malaysia Property development 54.1 50.2 Hartamaju Sdn Bhd *,! Malaysia Property investment 54.1 50.2 Jiaxin (Suzhou) Property *,@ The People’s Republic of Property development, investment 75 35 Development Co., Ltd China (PRC) and management Nester Investments Limited *, # BVI/Hong Kong SAR Investment holding 100 100 Nian Sheng *,! BVI/Hong Kong SAR Investment holding 54.1 50.2 Investments Limited P.T. Windas Development *,@ Indonesia Property investment and development 58.5 57.6 Richdeal Investment Pte Ltd * Singapore Property investment and development 66.7 66.7 Rondall Enterprises *, @ Hong Kong SAR Investment holding 100 100 Limited Sedi-Intan Sdn Bhd *,! Malaysia Trading in garments 54.1 50.2 Sediperak Sdn Bhd *,! Malaysia Manufacture of textile garments 54.1 50.2 n/a: not applicable
108 notes to the financial statements for the financial year ended 30 June 2007
37. companies in the Group (continued) Equity held Country of by the Group incorporation/ 2007 2006 place of business Principal activities % % (b) Subsidiary companies (continued) Seniharta Sdn Bhd *,! Malaysia Property investment 54.1 50.2 Sri Rampaian Sdn Bhd *,! Malaysia Manufacture of textile garments 54.1 50.2 Starpuri Development *,! Malaysia Property development 54.1 50.2 Sdn. Bhd. Suzhou Property *,> Singapore Property development and 75 35 Development Pte Ltd investment holding Tanahnaga Sdn Bhd *,! Malaysia Property development 54.1 50.2 Tanako Sdn Bhd *,! Malaysia Manufacture of textile garments 54.1 50.2 Welwyn Investment * Singapore Property investment and 90 90 Pte Ltd development Winace * Singapore Investment holding 100 100 Investment Pte Ltd Winbliss * Singapore Property investment and 100 100 Investment Pte Ltd development Wincharm * Singapore Investment holding 100 100 Investment Pte Ltd Windeal * Singapore/PRC Property Investment 100 100 Investment Pte Ltd Wingain * Singapore Property investment 66.7 66.7 Investment Pte Ltd Wingold * Singapore Investment holding 100 100 Investment Pte Ltd Wingrace * Singapore Property investment and 100 100 Investment Pte Ltd development Wingrove * Singapore Property investment and 75 75 Investment Pte Ltd development Winhome *, < Singapore Property investment and 60 60 Investment Pte Ltd development Winmax * Singapore Property investment 100 100 Investment Pte Ltd Winnervest * Singapore Property investment and 100 100 Investment Pte Ltd development Winnorth * Singapore Property investment and 100 100 Investment Pte Ltd development Winquest * Singapore Property investment and 60 60 Investment Pte Ltd development Winrose * Singapore Property investment and 100 – Investment Pte Ltd development Winshine * Singapore Property investment 100 100 Investment Pte Ltd
109 notes to the financial statements for the financial year ended 30 June 2007
37. companies in the Group (continued) Equity held Country of by the Group incorporation/ 2007 2006 place of business Principal activities % % (b) Subsidiary companies (continued) Winsland * Singapore Property investment 100 100 Investment Pte Ltd Winswift * Singapore Investment holding 54.1 50.2 Investment Pte Ltd Wintrust * Singapore Property investment, development 100 100 Investment Pte Ltd and investment holding Winwill * Singapore Investment holding 60 60 Investment Pte Ltd Winwise * Singapore Property investment and 60 60 Investment Pte Ltd development Winworth * Singapore Property investment and 85 85 Investment Pte Ltd development Wing Mei (M) Sdn Bhd *,! Malaysia Property investment 54.1 50.2 Wing Tai (China) * Singapore Investment holding 100 – Investment Pte Ltd Wing Tai Clothing Pte Ltd * Singapore Retailing of garments 100 100 Wing Tai Investment & Singapore Management and administration 100 100 Development Pte Ltd of projects and investment holding Wing Tai Investment * Singapore Management of investment 100 100 Management Pte Ltd properties Wing Tai Land Pte Ltd Singapore Investment holding 100 100 Wing Tai Property * Singapore Project management and 100 100 Management Pte Ltd maintenance of properties Wing Tai Retail Pte Ltd Singapore Management of retail operations 100 100 Yoshinoya (S) Pte Ltd * Singapore Restaurant operator 100 100
(c) Associated companies USI Holdings Limited *,% Bermuda - Quoted Manufacturing and trading of 30.6 18.9 on the Hong Kong garments, property development, Stock Exchange/ management and investment holding Hong Kong SAR Winsor Properties *,@ Cayman Islands - Property investment and – 27.7 Holdings Limited Quoted on the Hong Kong development, warehousing and Stock Exchange/ investment holding Hong Kong SAR Burlington Square *,& Singapore Property trading 50 50 Properties Pte Ltd Burlington Square *,& Singapore Property investment 50 50 Investment Pte Ltd G2000 Apparel (S) Pte Ltd * Singapore Retailing of garments 45 45
110 notes to the financial statements for the financial year ended 30 June 2007
37. companies in the Group (continued) Equity held Country of by the Group incorporation/ 2007 2006 place of business Principal activities % % (d) Joint venture companies Choice Homes Beta Pte Ltd * Singapore Property investment and development 30 – Orwin Development Limited * Singapore Property investment and development 40 40 Summervale Properties *,& Singapore Property investment and development 50 – Pte Ltd Winfame Investment Pte Ltd * Singapore Property investment and development 50 50 Wingem Investment Pte Ltd * Singapore Property investment and development 45 45 Winpeak Investment Pte Ltd * Singapore Property investment and development 45 45 Winwave Investment Pte Ltd * Singapore Property investment and development 50 50
* Held by Group companies. ! Audited by Ernst and Young, Malaysia. # These companies are not required to be audited by law in the country of incorporation, but the unaudited financial statements are reviewed by PricewaterhouseCoopers Singapore as part of the audit of the consolidated financial statements. > Suzhou Property Development Pte Ltd was a joint venture company in the preceding financial year. Please see Note 11 for details. < The entity is 60% held by Winwill Investment Pte Ltd and is classified as a subsidiary company as it is controlled by the Group. % Audited by PricewaterhouseCoopers, Hong Kong. USI Holdings Limited (“USI”) is accounted for as an associated company in the preceding financial year although the Group holds less than 20% interest in USI as the Group has board representation in USI and has the ability to influence its financial decisions. @ Audited by other PricewaterhouseCoopers firms outside Singapore. & Audited by KPMG, Singapore. ^ Audited by Suzhou Lixin Certified Public Accountants Co., Ltd
38. new accounting standards and FRS interpretations Certain new standards, amendments and interpretations to existing standards have been published and they are mandatory for the accounting periods beginning on or after 1 January 2007 or later periods which the Group has not early adopted. The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below: FRS 107 Financial Instruments: Disclosures, and a complementary Amendments to FRS 1 Presentation of Financial Statements – Capital Disclosures. FRS 107 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including minimum disclosures about credit risk, liquidity risk and market risk (including sensitivity analysis to market risk). It replaces the disclosure requirements in FRS 32 Financial Instruments: Disclosure and Presentation. The amendment to FRS 1 introduces disclosures about the level of an entity’s capital and how it manages capital. The Group has assessed the impact of FRS 107 and the amendment to FRS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of FRS 1.
39. authorisation of financial statements These financial statements were authorised for issue in accordance with a resolution of the Board of Directors on 28 September 2007.
111 notice of annual general meeting
WING TAI HOLDINGS LIMITED (Company Registration No. 196300239D) (Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the 43rd Annual General Meeting of the Company will be held at The Ballroom, Level 3, Raffles Hotel, 1 Beach Road, Singapore 189673 on Tuesday, 30 October 2007 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 2007 and the Reports of the Resolution 1 Directors and Auditors thereon. 2. To declare a First and Final Dividend of 3 cents per share, a Special Dividend of 5 cents per share and a Resolution 2 Special Rights Dividend of 25 cents per share, less 18% Singapore income tax for the financial year ended 30 June 2007. 3. To approve Directors’ fees of $321,258/- for the financial year ended 30 June 2007 (2006: $260,500/-). Resolution 3 4. To re-elect the following Directors who are retiring in accordance with the Company’s Articles of Association: (i) Mr Lee Kim Wah (Retiring under Article 107) Resolution 4 (ii) Mr Loh Soo Eng (Retiring under Article 107) Resolution 5 (iii) Mr Paul Tong Hon To (Retiring under Article 117) Resolution 6 Mr Paul Tong Hon To upon re-election as a Director of the Company, remains as a member of the Audit Committee. Mr Tong 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 their Resolution 7 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 8 (b) Mr Lee Han Yang Resolution 9
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)
112 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 Singapore Resolution 10 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 the Resolution 11 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 15 October 2007
113 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. A proxy need not be a Shareholder of the Company. 2. A Shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. The instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised. 3. The instrument appointing a proxy must be deposited at the registered office of the Company at 3 Killiney Road, #10-01 Winsland House I, Singapore 239519, not less than 48 hours before the time fixed for holding the Meeting.
Explanatory Notes: 1. The proposed Resolution 8 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 9 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 10 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 11 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 10.
114 shareholding statistics as at 18 September 2007
Share Capital Issued and fully paid-up capital : S$689,223,847 divided into 720,478,602 ordinary shares Voting rights : 1 vote per share
DISTRIBUTION OF SHAREHOLDERS Size of Shareholdings No. of Shareholders % No. of Shares % 1 to 999 179 2.06 50,504 0.01 1,000 to 10,000 7,579 87.37 26,868,731 3.73 10,001 to 1,000,000 896 10.33 29,273,990 4.06 1,000,001 and above 21 0.24 664,285,377 92.20 Total 8,675 100.00 720,478,602 100.00
TWENTY LARGEST SHAREHOLDERS Name No. of Shares % 1 Wing Sun Development Private Limited 202,032,264 28.04 2 DBS Nominees Pte Ltd 113,420,889 15.74 3 Winlyn Investment Pte Ltd 66,106,760 9.18 4 HSBC (Singapore) Nominees Pte Ltd 62,576,873 8.69 5 Citibank Nominees Singapore Pte Ltd 45,070,221 6.26 6 DBSN Services Pte Ltd 41,385,919 5.74 7 Raffles Nominees Pte Ltd 36,407,343 5.05 8 United Overseas Bank Nominees Pte Ltd 18,140,453 2.52 9 Nu Chan Sing Pte Ltd 16,666,666 2.31 10 Morgan Stanley Asia (Singapore) Securities Pte Ltd 12,817,134 1.78 11 DBS Vickers Securities (Singapore) Pte Ltd 11,764,999 1.63 12 Empire Gate Holdings Limited 11,017,793 1.53 13 UOB Kay Hian Pte Ltd 5,858,833 0.81 14 OCBC Nominees Singapore Pte Ltd 5,152,654 0.72 15 Merrill Lynch (Singapore) Pte Ltd 4,412,078 0.61 16 Oversea Chinese Bank Nominees Pte Ltd 3,391,833 0.47 17 Winway Investment Pte Ltd 3,208,333 0.45 18 Cheng Kar-Yunn Karen 1,300,000 0.18 19 Cheng Kar-Yee Carol 1,295,666 0.18 20 Weljoy Limited 1,166,666 0.16 Total 663,193,377 92.05
PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC As at 18 September 2007, approximately 54.89% 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.
115 shareholding statistics as at 18 September 2007
SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS Name Interest (No. of Ordinary Shares) Cheng Wai Keung 282,365,1501 Edmund Cheng Wai Wing 282,381,1502 Christopher Cheng Wai Chee 279,279,3173 Edward Cheng Wai Sun 279,156,8174 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 HSBC Holding plc 37,870,1137 Metro Champion Limited 66,106,7608
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. 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 30,295,113 shares registered in the name of The Hongkong and Shanghai Banking Corporation Limited, Singapore or its nominee(s), 2,305,000 shares registered in the name of DBS Bank Ltd., Singapore or its nominee(s) and 5,270,000 shares registered in the name of United Overseas Bank Limited, Singapore or its nominee(s). 8 Shares beneficially owned by Winlyn Investments Pte Ltd in which Metro Champion Limited is deemed to have an interest.
116 proxy form
WING TAI HOLDINGS LIMITED IMPORTANT (Company Registration No. 196300239D) 1. For investors who have used their CPF monies to buy shares of Wing Tai (Incorporated in the Republic of Singapore) Holdings Limited, this Report is sent to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 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. 3. CPF investors who wish to vote should contact their CPF Approved Nominees.
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 43rd Annual General Meeting of the Company to be held on Tuesday, 30 October 2007 at 10.30 a.m. at The Ballroom, Level 3, Raffles Hotel, 1 Beach Road, Singapore 189673 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. f no specific direction as to voting is given, my/our proxies may vote or abstain at his/her discretion.
Resolution Resolutions relating to: To be used To be used on a show of hands in the event of a poll For Against Number of Number of Votes For Votes Against 1. Adoption of Directors’ Report and Accounts 2. Declaration of First and Final Dividend, Special Dividend and Special Rights Dividend 3. Approval of Directors’ fees 4. Re-election of Mr Lee Kim Wah 5. Re-election of Mr Loh Soo Eng 6. Re-election of Mr Paul Tong Hon To 7. Re-appointment of PricewaterhouseCoopers as auditors and to authorise the Directors to fix their remuneration 8. Re-appointment of Mr Phua Bah Lee 9. Re-appointment of Mr Lee Han Yang 10. Authority to issue shares and convertible securities pursuant to Section 161 of the Companies Act (Chapter 50) 11. Authority to offer and grant options and to issue shares in accordance with the provisions of Wing Tai Holdings Limited (2001) Share Option Scheme.
Dated this day of 2007.
Number of shares held
Signature(s) of Shareholder(s)/Common Seal of Corporate Shareholder IMPORTANT: PLEASE READ NOTES OVERLEAF
117 proxy form
WING TAI HOLDINGS LIMITED (Company Registration No. 196300239D) (Incorporated in the Republic of Singapore)
Notes: 1. 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 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of him. A proxy need not be a member of the Company. 3. Where a member appoints more than one proxy, and if he does not specify the proportion of his holding to be represented by each proxy, the first named proxy shall be deemed to represent 100 per cent. of his holding and the second named proxy shall be deemed to be an alternate to the first named. 4. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 3 Killiney Road, #10-01 Winsland House I, Singapore 239519 not less than 48 hours before the time set for holding the Meeting. The sending of a Proxy Form by a member does not preclude him from attending and voting in person at the Meeting if he finds that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked. 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of a director or an officer or attorney duly authorised. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. 7. The Company shall be entitled to reject the 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 on the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies deposited if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
118 request form
WING TAI HOLDINGS LIMITED (Company Registration No. 196300239D) (Incorporated in the Republic of Singapore)
15 October 2007 Dear Shareholder This is a copy of the Chairman’s Statement and Summary Financial Statements (“Summary Financial Report” or “SR”) of Wing Tai Holdings Limited for the financial year ended 30 June 2007. The Summary Financial Report contains a review of the Group for the year ended 30 June 2007. 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 Financial 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 2007 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 25 October 2007 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 2007 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 AR in addition to the SR for the financial year ended 30 June 2007 and for so long as I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We do not wish to receive the SR or the AR for so long as I/we am/are a shareholder of Wing Tai Holdings Limited. I/We will download the AR/SR from your website.
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.
119 1st Fold
2nd Fold
Postage will be paid by
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Singapore only. nd st t permit no 05214 g o l n ue ove ue o d . f rl ea ea rl
C/O The registrar f . . d
Wing Tai Holdings Limited o ue ove n l (Tricor Barbinder Share Registration Services) o g t
8 Cross Street #11-00 st nd a a PWC Building pl ld
Singapore 048424 e. o f
3rd fold and glue overleaf. do not staple.