GSH CORPORATION LIMITED ANNUAL REPORT 2015

CREATING WORLD-CLASS SPACES OUR MISSION TO GROW STAKEHOLDER VALUE FROM DELIVERING PREMIUM REAL ESTATES CONTENTS AND SERVICES FOR THE RESIDENTIAL,COMMERCIAL AND HOSPITALITY MARKETS IN ASIA AND BEYOND.

OUR VISION CREATING WORLD-CLASS SPACES FOR LIVING, BUSINESS AND LEISURE.

01 CORPORATE PROFILE

02 08 OUR PROPERTY MESSAGE TO PORTFOLIO SHAREHOLDERS

10 13 14 BOARD OF FINANCIAL GROUP DIRECTORS HIGHLIGHTS STRUCTURE

15 16 17 OUR CORPORATE CORPORATE GOVERNANCE REPORT FOOTPRINT INFORMATION & FINANCIAL STATEMENTS CORPORATE PROFILE

LISTED ON THE MAINBOARD OF THE SINGAPORE EXCHANGE, GSH CORPORATION LIMITED IS A GROWING PROPERTY DEVELOPER IN SOUTHEAST ASIA, WITH THREE PROPERTIES UNDER DEVELOPMENT IN AND , . IT ALSO OWNS THE RESORT IN KOTA KINABALU, COMPRISING TWO FIVE-STAR HOTELS – THE PACIFIC SUTERA AND MAGELLAN SUTERA RESORT, A 104-BERTH MARINA AND 27-HOLE CHAMPIONSHIP GOLF COURSE.

IN JUNE 2014, THE GROUP LED A CONSORTIUM TO ACQUIRE EQUITY PLAZA, A LANDMARK COMMERCIAL PROPERTY IN THE HEART OF SINGAPORE’S FINANCIAL AND BUSINESS DISTRICT, RAFFLES PLACE. RENAMED GSH PLAZA, THE 28-STOREY BUILDING WITH 259 STRATA-TITLED OFFICE UNITS WAS LAUNCHED FOR SALE IN APRIL 2015. 02 GSH CORPORATION LIMITED ANNUAL REPORT 2015 OUR PROPERTYPORTFOLIO GOLF ANDCOUNTRYCLUB SUTERA HARBOURMARINA, THE MAGELLANSUTERARESORT THE PACIFICSUTERAHOTEL

RESORT HARBOUR SUTERA KOTA HOSPITALITY nostalgic rediscovery ofrailtravelintotheheart ofBorneo. mid-century British steamtrainthattakesvisitors ona the ResortalsooperatesNorth BorneoRailway–a Expanding intonatureandadventure tourisminSabah, marine lifeandstunningcoral reefs. up theMarineParkboastcrystal-clear waters,abundant Rahman Marine National Park. The five islands that make scuba divingdestinationofSabah’sTengkuAbdul The Resortisjust10minutesbyboatfromthepopular recreation andlifestyle. venue forMICEeventsandisabeautifulmixofluxury, and banquetfacility,theresortismostsought-after As Borneo’slargestandmostextensiveconvention and clubhouse. championship golfcourse,astate-of-the-artmarine resort attachedtoa27-holeGrahamMarsh-designed Kinabalu thatoffersafive-starbusiness-classhoteland Sutera HarbourResortistheonlydestinationinKota and exhibitions(MICE). auditorium formeetings,incentivetravel,conventions two grandballrooms,28meetingroomsanda100-seat by GrahamMarsh.Italsohas15restaurantsandbars, winning 27-holechampionshipgolfcoursedesigned Country Clubwithits104-berthmarinaandanaward- Sutera –aswelltheHarbourMarina,Golf& room PacificSuteraandthe456-roomMagellan The Resortcomprisestwofive-starhotels–the500- KINABALU, MALAYSIA

03 GSH CORPORATION LIMITED ANNUAL REPORT 2015 04 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Lounge forcasualbites. Muffinz, fordelifavouritesaswellTarik’sLobby an extensiveselectionofpastaandwood-firedpizza; continental cuisine;theAlFrescorestaurant,serving restaurant servingawideselectionofMalaysianand Italian restaurantFerdinands;FiveSails,anall-daydining Its foodandbeverageoptionsincludeanaward-winning gardens ortheazuretranquillityofSouthChinaSea. balconies thatoffermagnificentvistasofitsmanicured its luxuriouslyappointedroomsandsuitesfeature – atributetotheRunguspeopleofSabah.All architecture isinspiredbythelonghousesofBorneo The 456-roomMagellanSuteraResort’sunique RESORT SUTERA MAGELLAN THE OUR PROPERTYPORTFOLIO

available forshort andlong-termrental. hub foryachtingandsailingin SoutheastAsia.Berthingservicesare extreme weatherconditions. Established in1998,thisMarinaisa most yachtsofupto180feet andprotectedallyearroundfrom The Marina’sdeep-watermarina iswellequipped,deepenoughfor and theirguests. The MagellanSuteraandPacificaswellclub members a sceniclake.Useofthegolfcourseisexclusivelyforpatrons of There isalsoa41-baytwo-tiercovereddrivingrangethatoverlooks the GardenCourseandtwofinishingholesofHeritage Course. holes arelit,includingnineoftheLakeCourse, holes of divided into43distinctcoursesofvaryingdifficulty.Atnight, 20 The Club’s27-holegolfcourseisbuiltonundulatingterrain and accommodate 13megayachtsand91smallervessels. a 41-baycovereddrivingrange,and104-berthmarinathat can award-winning championshipgolfcoursedesignedbyGrahamMarsh, Sutera HarbourMarina,Golf&CountryClubwhichfeaturesa27-hole At theheartofextensiveSuteraHarbourResortpropertyis COUNTRY CLUB MARINA, GOLF& SUTERA HARBOUR and thePoolBar. day dining at Café Boleh, TheLobbyLounge restaurant SilkGarden,all- Chinese winning Other diningoptionsincludetheaward- served attheexclusivePacificClubLounge. the topfloors,withbreakfastandcocktails Pacific Clubaffordsmagnificentviewsfrom point forleisureandbusinesstravellers.The ocean panoramaandisapopularmeeting The LobbyLoungeoffersanuninterrupted With itsgrandentranceandhighceiling, or oftheseaandnearbytropicalislands. dramatic viewsofthesprawlinggolfcourse and suiteswithcontemporarydécor features 500immaculatelyappointedrooms The luxuriousfive-starPacificSuteraHotel SUTERA HOTEL THE PACIFIC corporate functionsandweddings. people, andistheperfectvenuefor to accommodateeventsforup1,000 sectioned offindifferentconfigurations The hotel’sGrandBallroomcan

05 GSH CORPORATION LIMITED ANNUAL REPORT 2015 06 GSH CORPORATION LIMITED ANNUAL REPORT 2015 356,403 squarefeet Gross FloorArea Marina BaySandsareonlyastone’sthrowaway. Gallery, EsplanadeTheatresontheBayandMastercardat can exploretheChinatownheritagedistrictclosebywhileNational dining, entertainment,shoppingandleisureoptions.Forculture,one precincts ofRafflesCityandMarinaSquarearecloseby,offeringmyriad live andplay:MarinaBaySands,Gardensbytheshopping recreation andrelaxationactivities.Itisalsotheideallocationforwork, bustling foodandbeveragesceneaswellencouraginglifestyle, provide lifestyleconveniencesforitsoccupants,enrichingthedistrict’s Incorporating twofloorsofretailspace,GSHPlazaispositionedto today’s modernbusinesses. with anexceptionallyefficientworkenvironmenttomeettheneedsof Each premiumstrataofficeunitisgenerouslyspacedandconfigured, property, creatinganiconicstructurecladinglass,marbleandsteel. Exchange. TheGroupwillbedoinganextensiverefurbishmentofthe Grade-A intelligentofficetower,wasoncethehomeofSingapore and withinminutestoRafflesPlaceMRTstation,the28-storey, Strategically locatedonthenexusofChurch,MarketandCecilStreets, Raffles Place–theheartofSingapore’sCentralBusinessDistrict. GSH Plazaisaprestigiouscommercialandofficetowerlocatedin GSH PLAZA PROPERTIES UNDERDEVELOPMENT OUR PROPERTYPORTFOLIO PROPERTIES UNDERDEVELOPMENT 13.12 acres Site Area rare fusionofurbanchicand gorgeousoceanviews. of waterfronthomesintheSutera Harbourenclave,ThePoint@Suteraisa Kinabalu’s famedJesseltonPoint Waterfront.Partoftheluxuriouscollection an exclusivecondominiumoffering 360-degreeviewsoftheoceanandKota Located atthetipofSuteraHarbourgatedprecinct,The Point@Suterais THE POINT@SUTERA 12.11 acres Site Area residential developmentsinKotaKinabalu. Coral Bay@Suterasitsonthemostcovetedlandparcelsearmarkedfor condominium facilities.NestledwithinthegatedprecinctofSuteraHarbour, luxurious oceanfrontresidentialprojectwithpremiumfinishesandfull Located nexttoTheMagellanSuteraResort,CoralBay@Suteraisanuber- CORAL BAY@SUTERA urban living.Thisiswherethewellheeledcanenjoy levels 9to50,EatonResidencesredefinesmodern With 632versatileandprivacy-centriclivingspacesfrom Kuala Lumpur. pool –thefirstandhighestcantileveredskyin with itsultra-luxeglassfaceandiconicrooftopinfinity Towers, EatonResidencescutsadistinctivesilhouette GolfClubandthefamedPetronasTwin Presenting unblockedpanoramicviewsoftheRoyal for purveyorsofdistinctivecityliving. a visionoftruecontemporarygrandeurandfunctionality in thecapitalcity’striple-Aprecinct,EatonResidencesis minutes totheuber-chicshoppingbeltofBukitBintang Located alongEmbassyRowintheheartofKLCCand EATON RESIDENCES 1.44 acres Site Area the rooftopgymoverlookinginfinitypoolatlevel50. Terrace deckonlevel34.Fitnessbuffscanworkoutat indulge inagoodbookattheorganic-shapedSky experiences atthelushpaviliononlevel8orsimply company offriendsandlovedoneswithgastronomic 747,746 squarefeet 747,746 Gross FloorArea 07 GSH CORPORATION LIMITED ANNUAL REPORT 2015 08 GSH CORPORATION LIMITED ANNUAL REPORT 2015 MESSAGE TOSHAREHOLDERS AND HOSPITALITY ON THEROADOF BUSINESSES, HAS PUT THEGROUP GRATIFIED THAT INTO PROPERTY PROFITABILITY.” CHIEF EXECUTIVEOFFICER OUR STRATEGY DEVELOPMENT EXECUTIVE CHAIRMAN TO DIVERSIFY “WE ARE CHIEF EXECUTIVEOFFICER GILBERT EE GILBERT EE SAM GOI full-year of2015,whileregistering ordinary shareof0.828cents,forthe The Grouppostedearningsper efficiencies oftheResort. well asimprovementsinoperating in thetourismindustrySabah,as revenue, thankstoarecentpickup Kinabalu, alsosawanuptickin Sutera HarbourResortinKota in Singapore.Ourtwohotels of strataofficeunitsatGSHPlaza contributions fromtheinitiallaunch case in2014.Wesawsignificant of acquisitiongains,aswasthe result ofoperatinggains,instead to S$162.0million.Thiswasthe nearly four-foldincreaseinrevenue of S$16.4million,onthebacka profit attributabletoshareholders in FY2015,theGroupachievednet We arepleasedtoinformyouthat Dear Shareholders, EXECUTIVE CHAIRMAN SAM GOI transformation, andasagesture for supportingtheGroup’s To rewardourshareholders DIVIDEND strategic shift. for theirsupportofthismajor profitability. Wethankshareholders put theGrouponroadof and hospitalitybusinesses,has diversify intopropertydevelopment We aregratifiedthatourstrategyto stood atS$80.0million. 2015. Cashandcashequivalents of 18.20cents,asat31December net assetvalueperordinaryshares have recommendedafirstand economic slowdown,theDirectors future, despitethecurrentglobal of ourconfidenceintheGroup’s Meanwhile, ourluxuryapartment headline salesandrecurringincome. to contributesignificantlyboth the year.Theprojectisexpected be completedbeforetheendof is proceedingasplanned,andwill The redevelopmentofGSHPlaza meeting thechallengesahead. to loom,weremainsteadfastin currency fluctuations,continue volatility, regulatoryrisksand Although theheadwindsofbusiness MOVING AHEAD Meeting. forthcoming AnnualGeneral to shareholders’approvalatthe ordinary share,whichissubject final dividendof0.05centper property projectsintheregion. looking toexpandourpipelineof Kinabalu, andwearecontinually in variousstagesofplanningKota two otherluxurydevelopmentsites, in KotaKinabalu.TheGroupalsohas we arepositionedforfurthergrowth particularly fromcitiesinEastAsia, scheduled andcharteredflights, coupled withanincreasein With improvedproductsofferings, hotels inSuteraHarbourResort. efficiency exercises,atourtwo enhancement andoperating will continuewiththeasset On thehospitalityfront,we launched shortly. has startedconstructionandwillbe project, EatonResidences,inKLCC Sam GoiSengHui again attheupcomingAGM! We lookforwardtomeetingyou Group. for yourcontinuedsupportofthe directors, managementandstaff- our, customers,businesspartners, and ourstakeholders–including appreciation toallshareholders we wouldliketoexpressour On behalfoftheBoardDirectors, APPRECIATION Chief ExecutiveOfficer Gilbert EeGuanHui Executive Chairman 09 GSH CORPORATION LIMITED ANNUAL REPORT 2015 10 GSH CORPORATION LIMITED ANNUAL REPORT 2015 BOARD OFDIRECTORS HUANG LUI EE GUANHUI GILBERT Goi wasconferredthePublicServiceStar and atthe49thNationalDayAwards,Mr of theYearbySingapore’sBusinessTimes China. In2014,hewasnamedBusinessman in Singapore,Malaysia,USA,Europeand food andbeveragegroupwithoperations Chairman ofTeeYihJiaGroup,aglobal 1 January2014.MrGoiistheExecutive re-designated asExecutiveChairmanon Executive Chairmanon23July2012and Sam GoiSengHuiwasappointedasNon- Executive Chairman SAM GOISENGHUI Chinese BusinessPioneersAward, and he wasawardedtheSG50Outstanding contributions toKotaKinabalu. Inaddition, of StateSabah,forhissocial andbusiness which carries the title of Datuk, from the Head Panglima GemilangDarjahKinabalu(PGDK), He wasalsoconferredtheStateAwardof from Singapore’sPeople’sActionParty. In 2015,hereceivedtheLongServiceAward contributions tothecommunity. BBM(L) (Bar) –BintangBaktiMasyarakat(Lintang),

–bythePresidentofSingaporeforhis LEE CHOONHUI FRANCIS

GOI SENGHUI SAM or

GOI KOKMING KENNETH Pandan CitizensConsultative Committee. High SchoolAdvisoryCommittee andUlu Trustee, aswelltheChairman ofDunman Technology andDesign(SUTD) Boardof a memberoftheSingaporeUniversity of International Federation of Fuqing Association, is currentlytheHonoraryChairmanfor to Su-TongScience&TechnologyPark.He & TradeCouncil,aswellSeniorConsultant member oftheSingapore-ZhejiangEconomic Fuzhou CityandFujianProvince,council Committee, RegionalRepresentativefor of IESingapore’s“NetworkChina”Steering Honorary PastPresidentandViceChairman Limited. HeisalsoEnterprise50Club’s Limited, andVice-ChairmanofJBFoods Chairman ofEnvictusInternationalHoldings – asViceChairmanofSuperGroupLtd, of threeotherMainboard-listedcompanies and logistics.MrGoialsoservedontheboard consumer essentials,recycling,distribution industries, suchasfoodandbeverage, of listedandprivateentitiesinnumerous Mr Goihasinvestmentsacrossarange in 2015. Enterprise Asia’sLifetimeAchievementAward

GRENVILLE GRAY MICHAEL

LEE HWEEKHOON JULIETTE

Ltd andS11GroupCo.Limited. Oxley JVPteLtd,SolsticeDevelopment Pte a DirectorofSolsticeInvestments PteLtd, Barclays CapitalandCitibank. Heiscurrently also heldvariousmanagement positionsin and Treasuryactivities.Priortothat,MrEe International, overseeingallCapitalmarkets Head, GlobalFinancialMarkets,atRabobank plans. MrEewaspreviouslytheRegional implementing itsstrategicandbusiness of theGroupandforformulating responsible fortheday-to-daymanagement Director, on1stMay2007.Inthisrole,heis Chief ExecutiveOfficerandan Ee GuanHui,Gilbertwasappointedour and ExecutiveDirector Chief ExecutiveOfficer EE GUANHUI,GILBERT listed company,SunrightLimited. Mr Leealsositsontheboardofanother consultancy firmformergersandacquisitions. of CorporateVenturesGroup,aboutique in mergersandacquisitions.HeisChairman corporate lawyer,thenbecameaconsultant Mr Leepracticedformanyyearsasa present role. the newExecutiveChairman,assumedhis Executive Chairmanandattherequestof Mr LeevoluntarilysteppeddownasNon- Hui asournewExecutiveChairmanin2012, facilitate theappointmentofMrGoiSeng Independent Director.Towelcomeand Chairman oftheBoardandremainedan the Boardin2008,hebecameNon-Executive Director in2003.Followingareconstitutionof first joinedtheBoardasanIndependent Independent Director,on23July2012.He our Non-ExecutiveViceChairmanand Lee ChoonHuiFranciswasappointedas Lead IndependentDirector Vice Chairmanand FRANCIS LEECHOONHUI

food andbeveragegroupwithoperations also sitsontheboardofTYJGroup,aglobal since 1999.Apartfromthis,MrKennethGoi Hong KongandChina,apositionhehasheld networks inSingapore,Malaysia,Thailand, a supplychaincompanywithdistribution Executive DirectorofAcelinkLogisticsPteLtd, on 23July2012.MrKennethGoiiscurrently Executive Director,BusinessDevelopment Goi KokMing,Kennethwasappointedas Business Development Executive Director, GOI KOKMING,KENNETH Maastricht SchoolofManagement. and BA(StrategicManagement) from holds aMastersinBusinessAdministration and SuperGroupLtdrespectively. MsLee Boards ofTungLokRestaurants (2000)Ltd to 2011/2012,shewasappointed tothe Republic ofChina.Duringtheperiod2007 development companiesinthePeople’s also sitsontheBoardsofseveralproperty her appointmentsinthefoodindustry,she its turnaroundtoprofitability.Apartfrom Tee YihJia’sFuzhoubrewery,spearheaded 2000 -2001,MsLee,asGeneralManagerof position shehasheldsince1992.From Tee YihJiaFoodManufacturingPteLtd,a Ms LeeiscurrentlyExecutiveDirectorof as Non-ExecutiveDirectoron23July2012. Lee HweeKhoon,Juliettewasappointed Non-Executive Director LEE HWEEKHOON,JULIETTE from CaliforniaStateUniversity,Pomona. degree inComputerInformationSystem South EastRegion.Heholdsabachelor Community DevelopmentDistrictCouncil, Limited. MrKennethGoiisamemberofthe another listedcompany,HanwellHoldings Mr KennethGoialsositsontheboardof across AustraliaandSouthEastAsia. trading companywithanetworkthatspans and MandarinFoodManufacturingPteLtd,a in Singapore,Malaysia,USA,Europe,China;

11 GSH CORPORATION LIMITED ANNUAL REPORT 2015 12 GSH CORPORATION LIMITED ANNUAL REPORT 2015 BOARD OFDIRECTORS Singapore CharteredAccountantsandFellow since 1976andisFellowoftheInstitute Accountants inEnglandandWales(FCA) been amemberoftheInstituteChartered of RafflesMarinaHoldingsLtd.MrGrayhas Fund LimitedaswellIndependentDirector UK listedVinaCapitalVietnamOpportunity Ascendas PropertyFundTrusteePteLtdand Exchange-listed Avi-TechElectronicsLimited, of theAuditCommitteesSingapore He isanIndependentDirectorandchairman Indochina (Vietnam,CambodiaandLaos). Senior PartnerforPricewaterhouseCoopers Singapore and,beforethat,Territorial was apartnerinPricewaterhouseCoopers Prior tohisretirementattheendof2004,he and auditpractice,mostlyinSoutheastAsia. extensive experienceinprofessionaladvisory 2007. MrGrayhasmorethan30yearsof our IndependentDirectoron17October Michael GrenvilleGraywasappointedas Independent Director MICHAEL GRENVILLEGRAY organisations. organisations andvoluntarywelfare positions instatutoryboards,grassroots active SingaporeCitizen,MrGrayhasheld of theSingaporeInstituteDirectors.An of Singapore. a BachelorofLaws(Hons)fromtheUniversity spoken MandarinholdsaMasterofLawsand REITS. MsHuangLuiisfluentinwrittenand and commercialbuildings,collectivesale venture agreements,leasingofresidential with bankingandcorporatetransactions,joint property andconveyancinglawyer.Shedeals has practicedformorethan40yearsasa Director on23August2012.MsHuangLui Huang LuiwasappointedasourIndependent Independent Director HUANG LUI S$’000 PROFIT/ (LOSS)BEFORETAXBYACTIVITY S$’000 REVENUE BYACTIVITY FINANCIAL HIGHLIGHTS HOSPITALITY PROPERTY DEVELOPMENT HOSPITALITY PROPERTY DEVELOPMENT FY2014 FY2015 FY2014 FY2015 FY2014 FY2015 FY2014 FY2015 -5,000 -5,000 – – – – 20,000 20,000 5,000 5,000

40,000 40,000 10,000 10,000 15,000 15,000 60,000 60,000 20,000 20,000 80,000 80,000 25,000 25,000

30,000 30,000 100,000 100,000 35,000 35,000 108,236 120,000 120,000 33,493 53,716 42,677 (392) (594) (254) 40,000 40,000 – With the commencement of the Group’s property With thecommencementofGroup’sproperty PROPERTY DEVELOPMENT the hospitalitybusinessonayear-to-yearbasis. reduction intheadministrativeexpensesincurredby Resort GroupinFY2014.Thiscanbeseenfroman11% efficiencies sincetheGroupacquiredSuteraHarbour improvement ofthetourismindustryanditsoperating their operatingperformanceinFY2015,thankstoan Sutera Hotel,experiencedasubstantialrecoveryin namely TheMagellanSuteraResortandPacific The Group’stwohotelsinSuteraHarbourResort, compared to$0.6millioninFY2014. year, andregisteredalossbeforetaxof$0.4million, revenue of$53.7million,anincrease26%year-on- In FY2015,theGroup’shospitalitybusinessposted HOSPITALITY the saleofstrataofficeunitsatGSHPlazainSingapore. million, largelyduetothesignificantcontributionsfrom revenue of $108.2 million and profit before tax of $33.5 development businessinFY2015,itcontributed 13 GSH CORPORATION LIMITED ANNUAL REPORT 2015 GROUP STRUCTURE

Plaza Ventures Pte Ltd 100%

Ocean View Altheim Mewabumi Point International Sdn Bhd Pte Ltd Ltd 100% 100% 75.0%

GSH Properties Ocean View MXIM Holdings Mainfield Pte Ltd Ventures Pte Ltd Pte Ltd Holdings Ltd 100% 100% 79.4% 85%

GSH Borneo The Sutera Sutera Habour Investments Ventures Harbour Group Resort Limited Pte Ltd Sdn Bhd Sdn Bhd 100% 100% 77.5% 100%

City View Sutera Yacht GSH GSH Properties Ventures Services (Middle East) (Malaysia) Pte Ltd Sdn Bhd Sdn Bhd 100% 100% 100% 30%

GSH (Xiamen) GSH (Xiamen) Property Property Holdings Development Pte Ltd Pte Ltd 100% 100%

GSH (Xiamen) Investments

ANNUAL REPORT 2015 Pte Ltd 14 100% GSH CORPORATION LIMITED OUR FOOTPRINT

SABAH, MALAYSIA

MALAYSIA

SINGAPORE

Linyi Properties Sdn Bhd 100%

SINGAPORE GSH Corporation Limited Plaza Ventures Pte Ltd Xing Asia Impel Investasia 11 Changi North Way 11 Changi North Way Sdn Bhd Sdn Bhd Singapore 498796 Singapore 498796 100% 100% Tel : (65) 6248 5333 Tel : (65) 6248 5333 Fax : (65) 6881 1000 Fax : (65) 6881 1000

MALAYSIA The Little Shop Advanced Prestige City View Ventures Sdn Bhd Sdn Bhd Sdn Bhd 100% The Magellan Sutera Resort Correspondence address: 1 Sutera Harbour Boulevard Level 45, Naza Tower, Kota Kinabalu Platinum Park, No. 10, 88100 Persiaran KLCC 50088 Malaysia Kuala Lumpur Sutera Harbour Tel : (60) 8 8318 888 Tel : (60) 3 2633 3168 Travel Sdn Bhd Fax : (60) 8 8317 777 Fax : (60) 3 2633 3033 100% Eastworth Source Sdn Bhd Investasia Sdn Bhd The Pacific Sutera 1 Sutera Harbour Boulevard 1 Sutera Harbour Boulevard Kota Kinabalu Sutera Harbour Kota Kinabalu 88100 Sabah Golf & Country 88100 Sabah Malaysia Club Berhad Malaysia Tel : (60) 8 8318 888 100% Tel : (60) 8 8318 888 Fax : (60) 8 8317 777 Fax : (60) 8 8317 777 Linyi Properties Sdn Bhd Sutera Harbour Golf & 1 Sutera Harbour Boulevard Eastworth Country Club Berhad Kota Kinabalu Source 1 Sutera Harbour Boulevard 88100 Sabah

Sdn Bhd Kota Kinabalu Malaysia ANNUAL REPORT 2015 100% 88100 Sabah Tel : (60) 8 8318 888 15 Malaysia Fax : (60) 8 8317 777 Tel : (60) 8 8318 888 Fax : (60) 8 8317 777 Advanced Prestige Sdn Bhd 100% GSH CORPORATION LIMITED 16 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Ms. JulietteLeeHweeKhoon Ms. HuangLui Mr. FrancisLeeChoonHui Mr. MichaelGrenvilleGray(Chairman) AUDIT COMMITTEE Development Executive Director,Business Mr. KennethGoiKokMing Independent Director Ms. HuangLui Independent Director Mr. MichaelGrenvilleGray Non-Executive Director Ms. JulietteLeeHweeKhoon Group ChiefExecutiveOfficer Mr. GilbertEeGuanHui Lead IndependentDirector Vice Chairmancum Mr. FrancisLeeChoonHui Executive Chairman Mr. SamGoiSengHui BOARD OFDIRECTORS(BOD) CORPORATE INFORMATION

Fax Tel Singapore 048623 Singapore LandTower #32-01 50 RafflesPlace Services PteLtd Boardroom Corporate&Advisory SHARE REGISTRAR Mr. LeeTiongHock Ms. LynnWanTiewLeng COMPANY SECRETARY Mr. GilbertEeGuanHui Mr. FrancisLeeChoonHui Ms. HuangLui(Chairman) NOMINATING COMMITTEE Ms. JulietteLeeHweeKhoon Ms. HuangLui Mr. MichaelGrenvilleGray Mr. FrancisLeeChoonHui(Chairman) REMUNERATION COMMITTEE : (65)65361360 : (65)65365355

Company RegistrationNumber: www.gshcorporation.com Fax Tel Singapore 498796 11 ChangiNorthWay GSH Centre REGISTERED OFFICE (Appointed infinancialyearended31December2014) Partner-In-Charge :Ms.TeoHanJo Fax Tel Singapore 048581 Hong LeongBuilding 16 RafflesQuay#22-00 KPMG LLP AUDITORS RHB BankBerhadSingapore RHB BankBerhad Limited Oversea-Chinese BankingCorporation Maybank Singapore Malayan BankingBerhad HSBC Bank(Singapore)Limited Hong LeongFinanceLimited DBS BankLtd BANKERS 200106139K : (65)68811000 : (65)62485333 : (65)62132230 : (65)62132823

CORPORATE GOVERNANCE 18 37 REPORT AND CORPORATE Directors’ FINANCIAL GOVERNANCE statement STATEMENTS

40 INDEPENDENT AUDITORS’ REPORT

44 45 42 CONSOLIDATED CONSOLIDATED STATEMENTS OF STATEMENT OF STATEMENT OF FINANCIAL POSITION COMPREHENSIVE INCOME CHANGES IN EQUITY

49 CONSOLIDATED 51 119 NOTES TO THE STATISTICS OF STATEMENT OF FINANCIAL STATEMENTS SHAREHOLDINGS CASH FLOWS

121 NOTICE OF ANNUAL PROXY FORM GENERAL MEETING 18 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT b RoleofChairmanandChief Executive Officer (b) (a) 1. the that confirm to pleased are We performance. and business Company hasadheredtotheprinciplesandstandardsofSingaporeCodeCorporateGovernance(the“Code”). Company’s the of future the to essential is governance The BoardandManagement of GSHCorporationLimited(“GSH”)believesthatagenuine commitment to goodcorporate GOVERNANCE Report CORPORATE • • • The responsibilities ofthe Chairman include those as set out in Guideline 3.2 of the Code together with the following: • • • the mostseniorexecutiveinCompanyandhisresponsibilities,interalia,include: and Gilbert Ee Guan Hui as the CEO. The CEO of the Company is not related to the Chairman of the Board. The CEO is The positions of Chairman and CEO are held by separate individuals, with Sam Goi Seng Hui as the Executive Chairman, independent decisionmaking. beseparate inprinciple should (“CEO”) Officer Executive persons, to ensure an appropriate balance of power, increasedaccountability and greater capacity of the Board for Chief and Chairman of roles the that outlines Code The There isnoalternatedirectorontheBoard. Kenneth GoiKokMing,ExecutiveDirector Gilbert EeGuanHui,ChiefExecutiveOfficer Sam GoiSengHui,ExecutiveChairman Executive Directors Juliette LeeHweeKhoon Non-Executive Non-IndependentDirector Huang Lui Michael GrenvilleGray Francis LeeChoonHui,ViceChairmancumLeadIndependentDirector Non-Executive IndependentDirectors Independent Directorand3ExecutiveDirectors,namely: The BoardofDirectors(the“Board”)comprises3Non-Executive IndependentDirectors,1Non-Executive Non- Board Composition Board ofDirectors partnerships; Building relationships with key GSH stakeholders, to garner support for its strategic plans and establish strong of buildingastrongerorganisation; objective the with GSH, of direction and identity existence, the shape to mission, and vision GSH’s Formulating performing organisationintheindustry; high and reputable leading, a sustain and build to as so GSH, to direction strategic and leadership Providing overall with aligns it ensure to functions/divisions, of head the organisational objectives. by led activities operational Overseeing Translating thestrategicdirections stipulatedbytheBoard, intotacticalplansforoperationalisation;and laid downbytheBoard; Determining and formulating operational policies and providing overall direction of the company, within policies (c) GOVERNANCE Report CORPORATE (viii) (vii) (vi) (v) (iv) (iii) (ii) (i) The Board’sprimaryfunctionsinclude: attention togrowthandfinancialperformance,overseesthemanagementofCompany. The Boardsets the overallbusiness direction, providesguidanceontheCompany’s strategic plans,withparticular reports toregulators(ifrequired). and prospects, on quarterly basis. This responsibility extends to interim and other price sensitive public reports,and and provides shareholders with a balanced and understandable assessment of the Company’s performance, position affairs; Company’s the oversees also It assets. Company’s the managed, and interests and shareholders’ assessed of be safeguarding including to risks enables which controls, effective and prudent of framework a established has is accountabletotheshareholders, The Board while theManagement is accountabletotheBoard.TheBoard Role oftheBoardDirectors the AGMtobeheldinApril2018. Board ofDirectorswillendeavorto take the necessary actions to complywiththe said requirement of the Code before the Therefore, 2016. May 1 after or on commencing year financial its of end the following (“AGM”) Meeting General of theBoardshouldbeindependent.TheCompanyisrequiredtocomplywithCodenolaterthanbyAnnual The Board is aware that under the Code if the Chairman of the Board is not an independent Director, at least half or isinappropriate. have concerns and for which contact through the normal channels of the Executive Management has failed to resolve Guideline 3.3 of the Code. Shareholdersof the Company are abletocontact the Lead Independent Director ifthey The Boardhas on 27February2015 appointed FrancisLeeChoonHuiasLeadIndependentDirectortocomplywith directors andtheLeadIndependentDirectorprovidesfeedbacktoChairmanasappropriate. The Independent Directors holdinformal meetings on a need to basis without the presence of Management and other The ChairmanisassistedinthesefunctionsbytheViceofBoard. • • Considering sustainability issues,e.g.environmental and social factors,aspartofitsstrategicformulation. shareholders andotherstakeholders areunderstoodandmet; Setting the Company’s values and standards (including ethical standards), and ensure that obligations to Identifying thekeystakeholder groupsandrecognizethat theirperceptionsaffecttheGroup’sreputation; Approving quarterlyannouncements andannualannouncements andfinancialstatements; Assuming responsibilities forgoodcorporategovernance practices; expenditures, fundingproposals,andinvestmentdivestment proposals; for processes effective Ensuring that there areinplaceappropriateandadequatesystems of internal controls, riskmanagement, and objectives; Overseeing and monitoringmanagerial and organisational performance and theachievement of strategic goals Approving policies,strategies, structureanddirectionofthe Group; organisational profitabilitymarketvalueandreturnsoncapital. Reviewing the strategic initiatives of the organization, to ensure it meets GSH’s strategic goals and improves the Providing opportunitiestogrowseniorleadershipcapabilities, toensureastrongsuccessionpipeline;and aca rprig n cmlac; prvn te nul ugt mjr capital major budget, annual the approving compliance; and reporting financial 19 GSH CORPORATION LIMITED ANNUAL REPORT 2015 20 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT GOVERNANCE Report CORPORATE

Michael GrenvilleGray Juliette LeeHweeKhoon Gilbert EeGuanHui Financial YearEnded31December2015 DIRECTORS’ ATTENDANCEATBOARDANDCOMMITTEEMEETINGS Board isasfollows: In the course of the year under review, the number of formal meetings held and attended by each member of the required. Constitution also providesfor telephone conference and video conferencing meetings, which are relied upon when The Board meets at least on a quarterly basis and often, as warranted by particularcircumstances. The Company’s Huang Lui Francis LeeChoonHui NA: NotApplicable environment, onaregularbasis. information and updates on changes in laws and regulations relevant to the Group’s businesses and operating activities, governance practices oftheGroupanditsstrategicdecisions.TheDirectorsarefurnished with relevant business the on Management, and Directors Executive the by orientations, and briefings induction comprehensive Newly appointedDirectors,ifany, will receiveformalletterssetting out theirdutiesandobligationsalso Directors as follows: in which it is to operate and the functions for achieving its stated objectives. The compositions of the committees are Committee (“RC”). Each committee has its own defined scope of theBoardhas duties and terms of reference, issues, setting out the manner of detailedconsideration for allow established three committees, namely the Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration to and efficiently, and effectively duties its discharge To Kenneth GoiKokMing Huang Lui Michael Grenville Gray Michael GrenvilleGray Juliette LeeHweeKhoon Gilbert EeGuanHui Francis LeeChoonHui Sam Goi Seng Hui Sam GoiSengHui Name ofDirector Number Number Held Board Meeting 5 5 5 5 5 5 5 Attendance 5 4 5 5 5 5 5 Committee Chairman Member Member Member Audit – Number Number Audit Committee Audit Committee Held NA NA NA 4 4 4 4 Meeting Attendance NA NA NA 3 4 4 4 Nominating Committee Chairman Number Number Member Member Committee Meeting Held NA NA NA NA 1 1 1 – – Nominating Nominating Attendance NA NA NA NA 1 1 1 Number Number Committee Meeting Remuneration Held Committee NA NA NA Remuneration Remuneration Chairman 1 1 1 1 Member Member Member – Attendance NA NA NA 1 1 1 1 (d) GOVERNANCE Report CORPORATE iii. ii. i. The termsofreferencetheACinclude,interalia,reviewingfollowing: among allparties. control effective an maintains and place in put environment in the Group, and that Management by example encourages respect for the internal control systems has Management that ensure to is AC the of objective overall The maintains requisiteaccountingrecords,andtodevelopmaintaineffectivesystemsofinternalcontrol. The AC assists the Board in fulfilling its responsibilities to safeguard the Company’s assets, to ensure that Management The BoardreviewsthecompositionandeffectivenessofmembersACfromtimetotime. The Board is of the view that the present members of the AC are appropriately quali fied to discharge their responsibilities. Non-Executive IndependentDirectors.TheChairmanoftheACisMichaelGrenvilleGray. Huang Lui. Aside from Juliette Lee Hwee Khoon, who is a Non-Executive Non-Independent Director, all the others are The AuditCommittee(“AC”)comprisesMichael Grenville Gray,FrancisLeeChoonHui,JulietteHweeKhoonand Audit Committee Nominating CommitteeandRemunerationCommittee,inaccordancewiththeCodeofGovernance. Committee, Audit the to functions specific delegated has Board the duties, its of execution the in Board the assist To Board Committees andNon- interests oftheGroup. basis atimely on information sufficient and Executive Directorsmaychallenge Management’s assumptions and alsoextendguidancetoManagement, in thebest relevant with provided are members Board All objectives. The Board and Management engage in open and constructive debate for the furtherance and achieving of strategic shareholders. business plans and strategies, the annual budget, material transactions, public announcements, and dividends to assets and disposal/write-off of assets. Other matters that require Board approval include appointments to the Board, participation, tender to limited not but including transactions, for specified amounts, authorised beyond required is approval Board’s The investments. and expenditures revenue and necessary. In addition, the Group has in place guidelines and corporate authorisations for approval of major capital to-day operations. These guidelines and limitsarereviewedbythe Board fromtime to time, and adjustedwhen Internal guidelines and authority limits have been laid down, for Management to administer the Group’s day- ix. viii. vii. vi. v. iv. the Company’s the the Company’sinternalaudit processesandtheexternal / internalauditors’reports; the Company’sfinancialand operatingresultsandaccounting policies; reports onthosefinancialstatementsbeforesubmissiontotheBoard; any formalannouncements relatingtotheCompany’s financial performance. the Company’ssignificant financial reportingissuesandjudgments; and the re-appointmentof externalauditors; the transactionsfallingwithin the scopeofChapter9the SGX-STListingManual; accounting controlsystem; the Company’s audit plans and reports of the external auditors’ examination and evaluation on the internal the co-operationgivenby theManagementtoauditors; nancial statements and consolidated and statements financial nancial statements, as well as the external auditors’ external the as well as statements, financial nancing activities, investments, purchase of purchase investments, activities, financing fixed 21 GSH CORPORATION LIMITED ANNUAL REPORT 2015 22 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT GOVERNANCE Report CORPORATE more thannineyearssincehis firstappointmentasDirectoron11July2003. for Board the on served has Hui Choon Lee Francis review. rigorous particularly to subject be appointment, first of which requiresthat the independence of any Director, whohas served on the Board beyondnine years, from the date In the course of the year, the NC assessed the independence of Board members in light of Guideline 2.4 of the Code, the Director’sindependenceandbusinessjudgment,with aviewtothebestinterestsofCompany. of exercise the with interfere, to perceived reasonably be or interfere, could that officers, its or shareholders 10% its The NCconsidersan“IndependentDirector”asonewhohas no relationshipwiththeCompany, its relatedcorporations, that theDirectorshavedevotedsufficienttimeandattention totheGroup’saffairs. NC has ascertained thatfortheperiodunderreview,allNon-Executive Independent Directorsareindependentand is required to complete a Director’s Independence Confirmation Form annually, to confirm his/her independence. The the Code, andwillassess and reviewthe independence of each Director, atleast once ayear. Each Independent Director The NChasadopted,initstermsofreference, the criteriafordeterminingindependenceofaDirector assetoutin Director. TheChairmanoftheNCisHuangLui. and FrancisLeeChoon Hui are Non-Executive Independent Directors, whilstGilbertEe Guan Hui isan Executive The Nominating Committee (“NC”) comprises Huang Lui, Francis Lee Choon Hui and Gilbert Ee Guan Hui. Huang Lui Nominating Committee the Groupcomplieswithnewaccountingstandards,ifapplicable. the AC, from time to time, by the external auditors. The external auditors will work with Management to ensure that Changes to accounting standards and issues which have a direct impact on financial statements, will be highlighted to auditors. LLP. TheGroupisincompliancewithRule712 and Rule 715 of the Listing Manual of SGX in relation to its external Where preparation of audited financial statements are required, all such Company’s subsidiaries are audited by KPMG None ofthemembersnorChairmanACareformerpartnersordirectorsGroup’sauditingfirm. refer tonote23oftheNotesFinancialStatements. For details of the fees paid and/or payable by the Group in respect of audit and non-audit services for FY 2015, please the Boardforapproval,toensureintegrityofinformationbereleased. Quarterly financial statements and the accompanying announcements are reviewed by the AC, before presentation to the listingmanual. of requirements the with accordance in years, five every rotated is auditors external the of partner audit The year. a The AC meets with the external and internal auditors in each case, without the presence of Management, at least once Blowing CommitteecomprisestheACChairmanandNon-ExecutiveVicecumLeadIndependentDirector. allegations of fraud, or other misconduct, which may be made in line with the whistle-blowing policy. The Whistle- A set of guidelines was reviewed bythe AC and approved bythe Board and issued to assist the AC in managing arrangements are inplacefortheindependentinvestigation of suchmatters and forappropriatefollowupaction. raise concerns about possible improprieties in matters of The AC has in place a whistle-blowing policy by which employees of the Group and any other persons may, in confidence, to attenditsmeetings,andhasbeengivenreasonableresourcesenableitdischargefunctions. having full access to and co-operation of the Management, has full discretion to invite any Director or executive officer The AC has the explicitauthority to conductinvestigations into any matters within itsterms of reference, including financial reporting or other matters. The AC is satisfied that GOVERNANCE Report CORPORATE f) e) Experience d) c) b) a) Integrity All newappointmentsaresubjecttotherecommendationsofNCbasedonfollowingcriteria:– nomination processfortherightcandidatesappointmentofnewDirectors. and search its in recommendations, and contacts personal firms, search professional disposal, its at has also NC The v. iv. iii. ii. i. The NC’sprincipalfunctionsare: courses thatcouldenhancetheknowledgeofDirectorstoperformitsdutiesasCompany. The NC has reviewed the training needs for the Directors and encouraged Directors to attend the relevant training of theindependenceFrancisLeeChoonHuibyNC,hadrecusedhimself. ability tobringjudgment to bear,inhis discharge of his duties as a BoardandCommittee member. In the determination or independence his affected not has Hui Choon Lee Francis of tenure the that determined has Aftercareful Board the memory, Director. LeadIndependent asthe clarification duties seeks his consideration of the relevant factors and to avoidan abrupt loss of a member with experience and institutional also indischarging He Management. required challenge deemed as and amplification scrutinize and objectively and issues debate viewpoints, his of time. After particular scrutiny, Francis Lee Choon Hui is determined to be independent. He continues to express The NC recognises that an individual’s independence cannot be determined arbitrarily on the basis of a set period Financially literate Independent mind Ability tocommittimeand efforttocarryout dutiesand responsibilities effectively Diversity –possesscompetencies thatmeettheCompany’s presentneeds and thereportsfromvariousBoardCommittees. Director tothe individual byeach consideration the frequency of the Board meetings, the rate at which issues raised are adequately dealt with thecontribution into takes whole, NC The evaluated. be may as a performance Board’s the how decide to and Board, the of effectiveness Board the of effectiveness the assess To the Company;and To decidewhether or nota Director isableto, and has been adequately carrying out his duties as a Director of To determine,atleastannually, whetherornot aDirector isindependent; Independent Director. performance (e.g. attendance, preparedness, participation and candor) including, if applicable, as an To beresponsibleforthere-nomination of Directors,havingregardtotheDirector’scontributionand To makerecommendations totheBoard,onallBoardappointments; 23 GSH CORPORATION LIMITED ANNUAL REPORT 2015 24 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT GOVERNANCE Report CORPORATE to theBoardforconsideration,re-appointmentofindividualDirectorsconcerned,atforthcomingAGM. The NC having satisfied itself that the above individual Directors, are competent to continue, the NC has recommended Constitution atsubsequentannualgeneralmeetings. at the conclusion of this coming AGM,Huang Lui willbesubjecttoretirement by rotation under the Company’s re-appointment her Upon AGM. forthcoming this until AGM last the of date the from office hold to re-appointed was subject to re-appointment by an ordinary resolution passed at an AGM of a company; and for this purpose, Huang Lui the age of 70 years, shall be appointedoractas a Director of a publiccompany or of a subsidiaryof a publiccompany, over or of person no 2016, January 3 before force in still was which Act, Companies the of 153(6) Section to Pursuant the upcomingAGM. at rotation, by office from retire shall Hui Choon Lee Francis and Hui Seng Goi Sam purpose, this for and AGM, each at years, three every once office from retire shall Director every Constitution, Company’s the of 91 Article to Pursuant number ofoutsidedirectorshipslistedcompaniestosix. Having considered the recommendation of the Code, the Board, atthe recommendation of the NC, limits the maximum as taken are actions follow-up appropriate necessary. and findings the on Board the of Chairman the with confers NC the of prepared is findings based onthecompletedquestionnaire and isrevieweddeliberatedbytheNCBoardmembers. The Chairman the of summary A system. controls internal Board and accountability, management risk and of information effectiveness Board processes, composition, and size Board as such performance Board of aspects Directors. This process involves the completion of a questionnaire byBoardmembers seeking their views on various The NChasconductedanevaluation of theBoardperformance asawholeinrespectofFY2015, participated byall Directors oftheCompany. for that ascertained has NC The the periodunderreview,Directorswereabletocarryoutandhadbeenadequately carrying outtheirduties,as Board. the on conduct actual his/her and Director individual the of effectiveness performance in carrying out their duties to the Company, taking into account the results of the assessment of the The NC considersthat the multiple Boardrepresentations held presentlybythe Directors donotimpedetheir GOVERNANCE Report CORPORATE Date oflastre-appointmentasaDirector:26April2013 Date offirstappointmentasaDirector:23July2012 Executive Chairman Sam GoiSengHui GSH CORPORATIONLIMITED–FurtherInformationonBoardofDirectors andpast theirdirectorships with together eachDirector, of re-election preceding threeyears’directorshipinotherlistedcompaniesasof31December2015,aresetoutbelow: last and appointment first of dates The served forthecompany Board Committee(s) Nil

T&T GourmetCuisinePteLtd Sutera Harbour ResortSdnBhd Sutera YachtServicesSdnBhd Sutera HarbourTravelSdnBhd Sutera HarbourGolf&Country ClubBerhad Super GroupLtd Super EliteHoldingsPteLtd Sun ResourcesHoldingsPteLtd Singapore UniversityofTechnologyandDesign Ryushobo (S)PteLtd Ragri PteLtd Plaza VenturesPteLtd Oregold PteLtd New StraitsHoldingsPteLtd MXIM HoldingsPteLtd Mewabumi SdnBhd Maker FoodManufacturingPteLtd Mainfield HoldingsLimitedDirector Main OnFoods(USA)Corp Linyi PropertiesSdnBhd Junhe InvestmentPteLtd JSL FoodsInc JB FoodsLtd Investasia Sdn.Bhd Hydrex InternationalPteLtd Guan HuiFoodEnterpriseCompanyLimited Fujian RyushoboFoodCoLtd Fujian MingweiFoodEnterpriseCoLtd Fujian GuanhuiFoodEnterpriseCoLtd Envictus InternationalHoldingsLimited(Etika) Eastworth SourceSdnBhd Desaru PropertyDevelopmentSdnBhd Chinatown FoodCorporationPteLtd China WorldAgentsLimited Altheim InternationalLimited Advanced PrestigeSdnBhd Acelink LogisticsPteLtd GSH CorporationLimited 31 December2015 Directorship(s) asof Yangzhou JunheRealEstate(Jiangsu) TYJ LandLtd Super EliteGroupLimited Super DragonEnterprisesLimited Smart TimeEnterpriseLimited Junhe RealEstate(Jiangsu)Co.,Ltd JHS HoldingPteLtd G CityLimited Eduplus Holdings Dominion InternationalAsiaLtd ACE SpeedGroupLimited the past3years(2013-2015) Directorship(s) ceasedover 25 GSH CORPORATION LIMITED ANNUAL REPORT 2015 26 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT

GOVERNANCE Report CORPORATE Date oflastre-appointmentasaDirector:21April2014 Date offirstappointmentasaDirector:11July2003 Non-Executive ViceChairmancumLeadIndependentDirector Francis LeeChoonHui served forthecompany Board Committee(s) Nominating Committee Audit Committee (Chairman) Remuneration Committee served forthecompany Board Committee(s)

Yangzhou JunhePropertyDevelopmentCoLtd Xing AsiaImpelSdnBhd TYJ InternationalPteLtd TYJ Holdings(HK)Ltd TYJ GroupPteLtd Twin InvestmentPteLtd Tung LokRestaurants(2000)Ltd Tianjin JunheInvestmentCoLtd Tianjin JunheIndustrialCorporationLtd The SuteraHarbourGroupSdnBhd The LittleShopSdnBhd Tee YihJiaFoodManufacturingSdnBhd Tee YihJiaFoodManufacturingPteLtd Tan KahKeeFoundation 31 December2015 Directorship(s) asof The SuteraHarbourGroupSdnBhd The LittleShopSdnBhd Sutera HarbourTravelSdnBhd Sutera HarbourResortSdnBhd Sutera HarbourGolf&CountryClubBerhad Sunright Ltd Raffles MarinaLtd Raffles MarinaHoldingsLtd PT. ToshibaVisualMediaNetworkIndonesia PT. HijauLestariRayaFibreboard Phillip VenturesEnterpriseFund5Limited Phillip EnterpriseFundLimited Mainfield HoldingsLimited Eastworth SourceSdnBhd Corporate VenturesPteLtd Corporate VenturesIntlLtd Altheim InternationalLimited Advanced PrestigeSdnBhd GSH CorporationLimited Directorship(s) asof 31 December2015

Destination AnamasPteLtd past 3years(2013-2015) Directorship(s) ceasedoverthe the past3years(2013-2015) Directorship(s) ceasedover

GOVERNANCE Report CORPORATE Date oflastre-appointmentasaDirector:21April2014 Date offirstappointmentasaDirector:1May2007 Chief ExecutiveOfficer Gilbert EeGuanHui Nominating Committee served forthecompany Board Committee(s)

31 December2015 Directorship(s) asof Xing AsiaImpelSdnBhd The SuteraHarbourGroupSdnBhd The LittleShopSdnBhd Sutera YachtServicesSdnBhd Sutera HarbourTravelSdnBhd Sutera HarbourResortSdnBhd Sutera HarbourGolf&CountryClubBerhad Solstice InvestmentsPteLtd Solstice DevelopmentPteLtd S11 GroupCo.Limited Plaza VenturesPteLtd Oxley JVPteLtd Ocean ViewVenturesPteLtd Ocean ViewPointPteLtd MXIM HoldingsPteLtd Mewabumi SdnBhd Mainfield HoldingsLimited Linyi PropertiesSdnBhd Investasia Sdn.Bhd. GSH PropertiesPteLtd GSH Properties(Malaysia)PteLtd GSH InvestmentsLimited GSH (Xiamen)PropertyHoldings PteLtd GSH (Xiamen)PropertyDevelopmentPteLtd GSH (Xiamen)InvestmentsPteLtd GSH (MiddleEast)PteLtd Eastworth SourceSdnBhd City ViewVenturesSdnBhd Borneo VenturesPteLtd Altheim InternationalLimited Advanced PrestigeSdnBhd GSH CorporationLimited past 3years(2013-2015) Directorship(s) ceasedoverthe Serial I-Tech(FarEast)PteLtd Franchising PteLtd Serial I-TechStrategicHoldings SATCOM iCentreLtd JEL Trading(Bangladesh)Ltd (Cambodia) PteLtd GSH Distribution Europlastik SdnBhd

27 GSH CORPORATION LIMITED ANNUAL REPORT 2015 28 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT

GOVERNANCE Report CORPORATE Date oflastre-appointmentasaDirector:22April2015 Date offirstappointmentasaDirector:23July2012 Executive Director Kenneth GoiKokMing Date oflastre-appointmentasaDirector:21April2014 Date offirstappointmentasaDirector:17October2007 Independent Director Michael GrenvilleGray Remuneration Committee (Chairman) Audit Committee served forthecompany Board Committee(s) served forthecompany Board Committee(s) Nil

Tras StreetPropertyInvestmentLtd The MasonicHallBoardLtd TGY PropertyInvestmentsPteLtd UON SingaporePteLtd Raffles MarinaHoldingsLtd VinaCapital VietnamOpportunityFundLimited FSL TrustManagementPteLtd Avi-Tech ElectronicsLimited Asian CruisingPteLtd Ascendas PropertyFundTrusteePteLtd GSH CorporationLimited 31 December2015 Directorship(s) asof 31 December2015 Directorship(s) asof Super EliteHoldings Ocean ViewVenturesPteLtd Ocean ViewPointPteLtd MXIM HoldingsPteLtd Mewabumi SdnBhd Mandarin FoodManufacturing PteLtd Mainfield HoldingsLimited Linyi PropertiesSdnBhd Junhe InvestmentPteLtd Investasia Sdn.Bhd. Hanwell HoldingsLimited GSH PropertiesPteLtd GSH Properties(Malaysia)PteLtd GSH (Xiamen)PropertyHoldings PteLtd GSH (Xiamen)PropertyDevelopmentPteLtd GSH (Xiamen)InvestmentsPteLtd Eastworth SourceSdnBhd City ViewVenturesSdnBhd Borneo VenturesPteLtd Altheim InternationalLimited Advanced PrestigeSdnBhd Acelink LogisticsPteLtd GSH CorporationLimited Song HinSdnBhd past 3years(2013-2015) Directorship(s) ceasedoverthe past 3years(2013-2015) Directorship(s) ceasedoverthe Serial I-Tech(FarEast)PteLtd Franchising PteLtd Serial I-TechStrategicHoldings

GOVERNANCE Report CORPORATE Date oflastre-appointmentasaDirector:22April2015 Date offirstappointmentasaDirector:23July2012 Non-Executive Non-IndependentDirector Juliette LeeHweeKhoon served forthecompany Board Committee(s) Remuneration Committee Audit Committee served forthecompany Board Committee(s)

Xing AsiaImpelSdnBhd The SuteraHarbourGroupSdnBhd The LittleShopSdnBhd Tee YihJiaFoodManufacturingPteLtd Sutera YachtServicesSdnBhd Sutera HarbourTravelSdnBhd Sutera HarbourResortSdnBhd Sutera HarbourGolf&CountryClubBerhad 31 December2015 Directorship(s) asof Chinatown FoodCorporationPteLtd GSH CorporationLimited 31 December2015 Directorship(s) asof City ViewVenturesSdnBhd Fujian GuanhuiFoodEnterpriseCoLtd Yangzhou JunhePropertyDevelopmentCoLtd Ultra HarmonyDevelopmentSdnBhd TYJ InternationalPteLtd Twin InvestmentPteLtd Tianjin JunheInvestmentCoLtd Tianjin JunheIndustrialCorporationLtd Tee YihJiaFoodManufacturingSdnBhd Tee YihJiaFoodManufacturingPteLtd Taste UnitedPteLtd T&T GourmetCuisinePteLtd Super EliteHoldingsPteLtd Ragri PteLtd Plaza VenturesPteLtd Maker FoodManufacturingPteLtd Junhe InvestmentPteLtd Guan HuiFoodEnterpriseCompanyLimited Fujian RyushoboFoodCoLtd Fujian MingweiFoodEnterpriseCoLtd Ryushobo (S)PteLtd

past 3years(2013-2015) Directorship(s) ceasedoverthe JHS HoldingPteLtd Hongji Foods(2005)PteLtd past 3years(2013-2015) Directorship(s) ceasedoverthe G CityLimited Yangzhou JunheRealEstateCo.,Ltd

29 GSH CORPORATION LIMITED ANNUAL REPORT 2015 30 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT GOVERNANCE Report CORPORATE No Directorsparticipate indecisionsontheir ownremuneration. subject toapprovalbyshareholders asalumpsumatthisAGM. factors such as responsibilities, effort and time spent for serving on the Board and Board committees. These fees are Directors’ fees are set inaccordancewithaframework comprising basicfees and additional fees, taking into account The Non-Executive Independent DirectorsandNon-Executive Non-Independent Directors receivedirectors’fees. comparable companies.TheExecutiveDirectorsdonotreceive directors’fees. Directors andkeymanagement are adequately but not excessively remunerated, as compared tothe industry andin the interests of the executives with those of the shareholders. In setting remuneration packages, the RC ensures the of alignment close a ensures This performance. individual and Company the of profitability and performance the on dependent is and package remuneration the of proportion significant a forms component variable The component. a comprise management key and Directors Executive the of each of packages remuneration The Directors andemployees. compensation packages at market rates, which rewardsuccessful performance and attract, retain andmotivate remuneration of its industrypeersand comparablecompanies. The remuneration policy ofthe Group istoprovide The salary and other remuneration terms of the Executive Directors and key managers are bench-marked against the existing relationshipbetweentheCompanyandHayGroupthatwillaffecttheirindependenceobjectivity. advisor, toreviewthe Group’s remuneration schemes and practices,andtoadviceonany changes thereto. There is no To assist the RC in its work and benchmarking exercises, the RC has again commissioned the HayGroup, as independent (iv) (iii) (ii) (i) The principalfunctionsoftheRCare: key managers. The primary functions of the RC are to review and recommend the remuneration terms of individual Directorsand others areNon-ExecutiveIndependentDirectors.TheChairmanoftheRCisFrancisLeeChoonHui. Gray andHuang Lui. AsidefromJulietteLeeHweeKhoon, who isaNon-Executive Non-Independent Director, allthe The Remuneration Committee (“RC”) comprisesFrancisLeeChoonHui,JulietteHweeKhoon,MichaelGrenville Remuneration Committee Date oflastre-electionasaDirector:22April2015 Date offirstappointmentasaDirector:23August2012 Independent Director Huang Lui Remuneration Committee Audit Committee (Chairman) Nomination Committee served forthecompany Board Committee(s)

to Directors’fees; To considerand recommend to the Board allaspects of remuneration for Directors, includingbutnot limited theExecutive for ) kind Directors andkeymanagersoftheCompany; in benefits and options bonuses, allowances, salaries, fees, Directors’ Independent To recommend to the Board a framework of remuneration (which covers all aspects of remuneration including To considerandapprove salaryandbonusrecommendations inrespectofkeymanagers; and To determinespecificremuneration termsforeachExecutive Director,theCEO,andotherkeymanagers; Super PlatesPteLtd Dataquest PteLtd GSH CorporationLimited 31 December2015 Directorship(s) asof past 3years(2013-2015) Directorship(s) ceasedoverthe

xed and a variable a and fixed GOVERNANCE Report CORPORATE a for Development Business Director, Executive Ming, Kok Goi Kenneth and year; one of and thereafter period fixed a 2014, for renewable 1January from effect with years, of three period a fixed for (CEO) Officer Executive Chief Hui, The Company has entered into Service Agreements with Sam Goi Seng Hui, Executive Chairman and Gilbert Ee Guan 31 December2015isasfollows: A breakdown showing the percentage mix of each individual Director’s remuneration payable for contracts. They are appointed pursuant to, and hold office under and in accordance with, the Company’s Constitution. The Non-Executive IndependentDirectorsandNon-Executive Non-Independent Director have no service agreement year. Independent Director) Huang Lui(Non-Executive (Executive Director) Kenneth GoiKokMing Executive Officer) Gilbert EeGuanHui(Chief Independent Director) Gray (Non-Executive Michael Grenville Independent Director) (Non-Executive Non- Juliette LeeHweeKhoon Independent Director) Vice Chairman/Lead Hui (Non-Executive Francis LeeChoon Name ofDirector Less thanS$250,000 Name ofDirector Between S$250,000toS$500,000 Name ofDirector Between S$500,000to$750,000 (Executive Chairman) Sam GoiSengHui Name ofDirector Between S$750,000toS$1,000,000 xed period of three years, with effect from 1 September 2013, and thereafter renewable for a for renewable thereafter and 2013, September 1 from effect with years, three of period fixed Base Salaryand Base Salaryand Base Salaryand Base Salaryand Allowances % Allowances % Allowances % Allowances % 73.1% 49.8% 29.2% 45.5% 0.0% 4.9% 0.0% Bonus % Bonus % Bonus % Bonus % 54.5% 26.9% 50.2% 0.0% 0.0% 0.0% 0.0% Directors’ Fee% Directors’ Fee% Directors’ Fee% Directors’ Fee% 100.0% 100.0% 95.1% 70.8% 0.0% 0.0% 0.0% financial year ended xed period of one of period fixed 100.0% Total % Total % Total % Total % 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 31 GSH CORPORATION LIMITED ANNUAL REPORT 2015 32 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT 3. 2. GOVERNANCE Report CORPORATE releases totheSGX-ST. of operations and the Group,aswellanyissuesfacedbyGroupregularlyandwhenrequiredthroughannouncement financials the to relating information timely providing through shareholders the to accounts business objectives. strategic Group’s the of pursuit the in Board the of endorsement the for risks significant the of extent and nature the management and internal controls, to safeguard shareholders’ interests and the company’s assets, and recommend being taken in thepursuitofstrategicbusiness objectives. Management also maintain a soundsystem of risk the levelofrisktoleranceandappetiteGroup anddetermineswhetheracceptablelevelsofriskare Audit Committee. The Board is overall responsible for the governance of risk within the Group. The Board evaluates The Company does not have a Risk Management Committee, however oversight for risk management is handled by the Risk ManagementandInternal Controls advice, ifnecessary,atCompany’sexpense. The Directors,eitherindividuallyorasagroup,inthefurtherance oftheirduties,cantake independent professional a whole. Group, atalltimes.TheappointmentandtheremovalofCompanySecretaryshouldbeamatterforBoardas The Directors haveseparate and independentaccess to the Management, including the Company Secretary ofthe the Board,aresentouttoDirectorsbeforemeetings,facilitatediscussionsduringmeetings. Board papersandrelatedmaterials, background, orexplanatoryinformation relating tomatters to bebroughtbefore financial statements and other relevant information, as necessary, so that the Directors can make informed decisions. Company makes available to allDirectors,itsquarterlyandfull-year management accounts and where required, other Management has an obligation to supply the Board with complete, adequate information in a timely manner. The Access toInformation the BoardtomakeabalancedandinformedassessmentofCompany’sperformance,positionprospects. and such explanation and information on a regular basis and asthe Board may require from time to time, to enable relevant legislative and regulatory requirements. The Management provides the Board withmanagement accounts The Board also reviews the legal and regulatory compliance reports from Management to ensure compliance with the 2015. ended year financial the during S$50,000 exceeded remuneration whose and directors the of Except for Sam Goi Seng Hui and Kenneth Goi Kok Ming, there are no employees who are immediate family members and thetopfivekeymanagers. There is no termination, retirement and post-employment benefits granted to Directors, the Executive Chairman, CEO information anddisadvantagesthatthismightbring. such of nature confidential and sensitive the to due Report this in Company the of Directors) not are (who managers key five top the of remuneration the disclose to Company the of interests the in not is it that view the of is Board The competitive industryconditionsandthesensitivityconfidentialityofremunerationmatters. The remuneration of theDirectorshasbeenpresentedinmanner above takingintoconsiderationthehighly

The Board GOVERNANCE Report CORPORATE and the financial statements give a true and fair view of the Company’s operations and finances and regarding the adequacy andeffectivenessoftheCompany’sriskmanagement andinternalcontrolsystems. regarding and finances and operations Company’s the of view fair and true a give statements financial the and maintained properly been have records financial the that GFC and CEO the from assurance received had Board The errors, poorjudgementindecision-making,humanerror, fraud orotherirregularities. this regard, the Board also notes that no system can provide absolute assurance against the occurrence of material In objectives. business its achieve to strives it as foreseen, reasonably be could that event any by affected be not will The Board notes that the system of internal controls provides reasonable, but not absolute, assurance that the Group the variousmanagementcontrolsputinplace. compliance and information technology risks, based on the reports from the internal auditors, external auditors and operational, financial, the address to adequate is system the and system control internal effective and robust a has In compliance with Listing Rule 1207(10), the Board, with the concurrence of the AC, is of the opinion that the Company corrective improvementmeasuresarecloselymonitored. and recommendations for improvements, are reportedtotheAuditCommittee. All requireddetective,preventive,or information and communication and monitoringactivities. Any materialnon-compliance, or lapsesininternalcontrols control framework which evaluates the key elements such as control environment, risk assessment, control activities, and compliancecontrols. The internal controls have also been assessed in accordancewiththe COSO internal operational financial, to pertaining practices management risk and controls internal key Group’s the of effectiveness results of the risk governance and risk assessment processes. This has enabled the Board to assess the adequacy and a reviewoftheworkperformedbyexternalauditors,internalotherassurance mechanisms and the accordance withthe nature and complexityof the business. The Board arrivesat this level of assurance through internal and management risk controls, the Board, with the assistance of the Audit Committee have evaluated the level of assurance required in of effectiveness and adequacy the on opinion the for basis the at arrive to order In oversight totheeffectivenessofriskmanagementprocess. are executed by the CEO and the Group Financial Controller (“GFC”). The Audit Committee provides independent levels. The Board of Directors reviewsandapprovespoliciesproceduresforthe management of these risks, which controls areeither in place,orrequiredtobedeveloped,ordermitigate these risks tothe appropriate target risk that and environment business the to relevant are identified risk the that ensuring for responsible are Management leading internationalstandardonriskmanagement. The basis. continuing foundations of theGroupriskmanagement framework andriskassessment process arealignedwithISO:31000, a a on function, management risk in-house the by co-ordinated and owners risk identified the by managed be to required are risks The risk. managing for architecture the provides Group the of profile risk and treatnment methods for such risks. The Group RiskGovernance Manual together with the risk assessment process the and areas technology information and compliance regulatory financial, operational, strategic, in risks pertinent that could impedethe achievement of the Group’s business objectives. The risk assessment exercise highlighted Group the for risks key the of identification the facilitated RSM assessment, risk this In process. assessment risk wide Governance Manual. RSM also facilitated the refreshing of the risk management program which included an enterprise Management engaged RSM Risk Advisory Pte Ltd (‘RSM’), to independently facilitate the updating of the Group Risk 33 GSH CORPORATION LIMITED ANNUAL REPORT 2015 34 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT 5. 4. GOVERNANCE Report CORPORATE all majordevelopmentsthatimpact theGroup. pursuant to SGX-ST Listing Rules, the Board’s policyis that all shareholders should be equally and timely informed, of The Companydoesnotpracticeselectivedisclosure.Inline withcontinuous disclosure obligations oftheCompany, issues stillremainaconcern. shareholder tovoteinabsentia as theauthentication of ashareholderidentityinformation and otherrelatedsecurity holding licenses in providing nominee and custodian services. Currently, the Company’s Constitution do not allow a meetings without being constrained by the two-proxy requirement. Relevant intermediary includes corporations amended, was legislation the 2016, several in participate and January attend to intermediary” “relevant as defined members, 3 certain allow to things other among On meetings. general at vote and attend to proxies two than more To facilitate participation bythe shareholders, the Company’s Constitution allows all shareholders to appoint not ofshareholders. meetings thegeneral at vote Shareholders wereinformedoftherules,includingvoting procedures thatgoverngeneralmeetingsofshareholders. and in effectively participate to opportunity the had Shareholders shares, viadisclosuresthroughSGXNET. of exercise the facilitate and Company’s the of value or price the affect materially to likely be would which business its or Company the in changes protect recognize, and equitably and shareholders’ rights, and continually review and update governance arrangements. Shareholders were informed of fairly shareholders all treats Company The Shareholder Rights,Communications withShareholders andShareholders’Participation the Company. they are satisfied that the internal auditors have adequate resources and appropriate standing, within the Group and Board, the with together and function audit internal the of effectiveness and adequacy the reviews annually AC The Internal Auditors. professional bodies, including the Standards for the Professional Practice of Internal Auditing set by The Institute of The Internal Auditors carry out their function according to the standards set by nationally or internationally recognized access totheAC. Internal Auditors hadunfettered access to allthe Company’s documents, records, propertiesandpersonnel, including The AC approvesthe hiring, removal, evaluation and compensation of the outsourced internal audit function. The (iv) (iii) (ii) (i) or higherrisktotheGroup’sbusinessactivities.Theinternalauditsareperformed: They are prioritized to address adequacy and effectiveness of internal controls regarding areas which are of significant to the Chairman of the AC andadministratively to the CEO. The scope of the internal audit reviews are also risk based. functionally report They RSM. firm, professional independent an to outsourced been has function audit internal The Internal Audit To identifyopportunities for improvementofinternalcontrols. and To assess whether operations of the business processes under review are conducted efficiently and effectively; To provideassurancethat keybusinessandoperationalrisks areidentifiedandmanaged; To determinethatinternal controlsareinplaceandfunctioning asintended; 6. GOVERNANCE Report CORPORATE permitted tradingperiods. consideration andareexpectedtoobservetheinsidertrading lawatalltimes, even when dealinginsecuritieswithin In addition,Directorsandkeyemployees are advisednottodealintheCompany’s securities for shortterm Company’s securities. about the Company with family members, friends, associates, or anyone else, who may subsequently buy orsell in the results. Directors andkey employees within the Group, are not allowedtoshare non-public material information financial year full Group’s the of announcement the before month one or quarters three first the for results financial of price-sensitiveinformation and duringtheperiodscommencing twoweeksbeforetheannouncement of theGroup’s Directors and key employees within the Group, are not allowed todeal in the Company’s securities while in possession the in dealings to regard with officers its to guidance Company’s securities,incompliancewithRule1207(19)oftheListingManualSGX-ST. provides which conduct of code a adopted has Group The Dealings inSecurities Company. forthefinancial share perordinary cents Singapore of 0.05 year ended 31 December 2015 which is subject to the approval bythe shareholders at the forthcoming AGM of the dividend final a declared has directors of Board The in theCompany’swebsite. Shareholders can submit theirfeedbackandraise any question to the Company’s investor relation contact as provided results oftheoutcomeareannouncedaftermeetingviaSGXNet. meetings by hand and by poll, ifrequired.The Company will implement poll voting at the forthcoming AGM. Detailed All minutes of general meetings are available to shareholders upon request. Resolutions are passed at the general proposed resolution. business included in the notice of the general meetings is accompanied, where appropriate, byan explanation for the Resolutions are, as far as possible, structuredseparately and may be votedon independently. Each item of special external auditors,arepresentatthegeneralmeetings,toaddressanyshareholders’queries. formally, before oratthegeneral meetings. All Directors,includingthe chairpersons oftheAC,NC,RC,as well as the The Board welcomes questions fromshareholders, who have an opportunity toraiseissues either informally or the shareholdersmayhave,withDirectorsandManagementofCompany. accountability, and to stay informed of the Group’s strategy and plans. The AGM is the principal forum for any dialogue In addition,shareholdersareencouragedtoattendthegeneral meetings, to ensure a highlevelofparticipationand (iii) (ii) (i) Information iscommunicatedtoshareholdersonatimelybasisthrough: notices andexplanatorymemoranda forannualgeneralmeetings andextraordinarygeneralmeetings. through theSGXNET;and a summary of the annual reportsthatareprepared andissuedtoallshareholders; financial information and affairs of the Group for each quarter and full year, that are published

35 GSH CORPORATION LIMITED ANNUAL REPORT 2015 36 GSH CORPORATION LIMITED ANNUAL REPORT 2015 CORPORATE GOVERNANCEREPORT 7. GOVERNANCE Report CORPORATE 8. transactions. BelowaretheIPTenteredbyGroupforfinancialyearended2015: The Group has established procedures for recording, reportingand reviewing and approving, interested person Interested PersonTransactions(“IPT”) (i) Notes: * controlling shareholders,subsistingattheendoffinancialyearended2015. of the Company or its subsidiaries, involving the interest of the Executive Chairman, the CEO or any Director or Save for the service agreements between the Executive Directors andthe Company, there were nomaterial contracts Material Contracts details) (please seeNote(i)forfurther Vega AssetsCorpPteLtd Name ofInterestedPerson Ltd (“VACP”),anentityownedbytheimmediatefamilymembersofCEO. Pte Corp Assets Vega to Plaza” “GSH as known development property commercial its in unit one for purchase to option an granted (“PVPL”), Ltd Pte Ventures Plaza subsidiary, owned 51% Company’s the 2015, July 29 On Sale ofProperty toanInterested Person The valueofthetransaction isbasedontheCompany’s51% equityinterestinPVPL. Aggregate valueofallIPTsduring the financialyearunderreview S$1,205,840* shareholders’ mandatepursuant (excluding transactionslessthan to Rule920oftheListingManual pursuant toRule920oftheListing not haveashareholders’mandate conducted duringthefinancial Not applicable–theGroupdoes year underreviewthe Aggregate valueofallIPTs S$100,000) Manual 1 in whichinterestsareheld Name ofdirectorandcorporation are asfollows: infant children) inshares or debentures in theCompanyandrelatedcorporations(otherthanwholly-ownedsubsidiaries) particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and According tothe register keptbythe Company for the purposes of Section 164 of the Companies Act, Chapter50 (the “Act”), Directors’ interests Michael GrenvilleGray Kenneth GoiKokMing Juliette LeeHweeKhoon Huang Lui Gilbert EeGuanHui Francis LeeChoonHui Sam GoiSengHui The directorsinofficeatthedateofthisstatementareasfollows: Directors The BoardofDirectorshas,onthedatethisstatement,authorisedthesefinancialstatementsforissue. (b) (a) In ouropinion: for thefinancialyearended31December2015. We are pleased to submit this annual report to the members of the Company together with the audited financial statements statement Directors’ FINANCIAL STATEMENTS – DeemedInterest – DirectInterest Gilbert EeGuanHui – DirectInterest Sam GoiSengHui Ordinary shares The Company share. Thedirectors’holdingsattheend oftheyearandat21January2016refertooutstandingshareheld after theshareconsolidation. ordinary one into Company the of shares ordinary issued existing five every of consolidation share a completed has Company the 2015, September 1 On as andwhentheyfalldue. at the date of this statement, there are reasonable grounds to believe that the Company will beable to pay its debts Singapore the of provisions the with accordance in date Companies Act,Chapter50andSingaporeFinancialReportingStandards; that on ended year the for Group the of flows cash and financial the of view position of the Group and of the Company fair as at 31 December 2015 and the financial performance, changes in equity and true a give to as so up drawn are 118 to 42 pages on out set statements financial the 4,677,799,976 At beginning of theyear 300,000,000 488,147,392 of theyear 951,440,775 60,000,000 97,629,478 At end 1 At 21January2016 957,389,875 60,217,700 97,629,478 1 37 GSH CORPORATION LIMITED ANNUAL REPORT 2015 38 GSH CORPORATION LIMITED ANNUAL REPORT 2015 recommends the appointmentoftheexternal auditorsandreviewsthelevel ofauditandnon-auditfees. has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committee also The AuditCommittee has full access tomanagement and isgiventhe resources required foritto dischargeitsfunctions. It • • • The AuditCommitteealsoreviewedthefollowing: examination andevaluationoftheCompany’sinternalaccounting controlsystem. Committee met with theCompany’sexternal and internalauditorstodiscussthescopeoftheirwork,results of their The Audit Committee has held four meetings since the last directors’ statement. In performing its functions, the Audit the CodeofCorporateGovernance. and Manual Listing SGX the Act, Companies the of 201B Section in specified functions the performed Committee Audit The Huang Lui,non-executiveindependentdirector Juliette LeeHweeKhoon,non-executivenon-independentdirector Francis LeeChoonHui,non-executiveleadindependentdirector Michael GrenvilleGray(Chairman),non-executiveindependentdirector The membersoftheAuditCommitteeduringyearandatdatethisstatementare: Audit Committee As attheendoffinancialyear,therewerenounissuedsharesCompanyoritssubsidiariesunderoptions. (ii) (i) During thefinancialyear,therewere: Share options shares inordebenturesoftheCompanyanyotherbodycorporate. of acquisition the of means by benefits acquire to Company the of Directors the enable to is, objects whose of one or are, objects whose arrangement any to party a Company the was year, financial the during time any at nor of, end the at Neither and 21January2016,exceptasdisclosedabove. end year financial the of end the between Company the in interests mentioned above the of any in changes no were There debentures oftheCompany,orrelatedcorporations,eitheratbeginningendfinancialyear. or in shares interests had year financial the of end the at office held who director no statement, this in disclosed as Except Directors’ interests(cont’d) statement Directors’ FINANCIAL STATEMENTS interested persontransactions (asdefinedinChapter9 of theSGXListingManual). to thedirectorsofCompanyforadoption;and quarterly financial information and annual financial statements of the Group and the Company prior to their submission assistance providedbythe Company’sofficerstotheinternal andexternalauditors; no sharesissuedbyvirtue ofanyexerciseoptionstotake upunissuedshareoftheCompanyoritssubsidiaries. its subsidiaries;and no optionsgrantedbytheCompanyoritssubsidiariestoany person totake up unissued shares in the Company or 30 March2016 Director Director Gilbert EeGuanHui On behalfoftheBoardDirectors The auditors,KPMGLLP,haveindicatedtheirwillingnesstoacceptre-appointment. Auditors Manual. In appointing our auditors of the Company and subsidiaries, we have complied with Rules 712 and 715 of the SGX Listing General MeetingoftheCompany. the Board of Directors that the auditors, KPMG LLP,benominated for re-appointment as auditors at the forthcoming Annual to recommended has and auditors external the of objectivity and independence the with satisfied is Committee Audit The Audit Committee(cont’d) statement Directors’ Kenneth GoiKokMing 39 GSH CORPORATION LIMITED ANNUAL REPORT 2015 40 GSH CORPORATION LIMITED ANNUAL REPORT 2015 auditors’ report Independent We believethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforour opinion. of thefinancialstatements. used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation policies accounting of appropriateness the evaluating includes also audit An control. internal entity’s the of effectiveness the to designauditproceduresthat are appropriateinthe circumstances, but not for the purpose ofexpressing an opinion on order theauditor in view fair and true riskassessments, a give that those statements financial making of preparation entity’s In the to error. relevant control internal or considers fraud to due whether statements, financial financial the the of in misstatement disclosures and amounts the about evidence audit statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material obtain to procedures performing involves audit An misstatement. material from free are statements financial the whether about assurance reasonable obtain to audit the perform and plan in audit our conducted We audit. accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and our on based statements financial these on opinion an express to is responsibility Our Auditors’ responsibility recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. safeguarded against lossfromunauthorised use or disposition;andtransactions are properlyauthorised and that they are devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are provisions oftheSingaporeCompaniesAct,Chapter50(“theAct”)andFinancialReportingStandards,for the with accordance in view fair and true a give that statements financial of preparation the for responsible is Management Management’s responsibilityforthefinancialstatements 42 to118. pages on out set as information, explanatory other and policies accounting significant of summary a and ended, then year the for Group the of flows cash of statement and equity in changes of statement income, comprehensive of statement the 2015, December 31 at as Company the and Group the of position financial of statements the comprise which Group”), (“the subsidiaries its and Company”) (“the Limited Corporation GSH of statements financial accompanying the audited have We Report onthefinancialstatements FINANCIAL STATEMENTS Members oftheCompany GSH CorporationLimited 30 March2016 Singapore Chartered Accountants Public Accountantsand KPMG LLP provisions oftheAct. kept inaccordancewiththe corporations incorporatedinSingaporeofwhichwearetheauditorshave been properly In our opinion, the accounting and other records requiredbythe Act to be kept by the Company and by those subsidiary Report onotherlegalandregulatoryrequirements performance, changesinequityandcashflowsoftheGroupforyearendedonthatdate. give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and the financial are properlydrawnupinaccordance with theprovisionsofActandSingaporeFinancial Reporting Standardssoasto Company the of position financial of statement the and Group the of statements financial consolidated the opinion, our In Opinion auditors’ report Independent Members oftheCompany GSH CorporationLimited 41 GSH CORPORATION LIMITED ANNUAL REPORT 2015 42 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Financial Position Statements of The accompanying notesformanintegralpart ofthesefinancialstatements. FINANCIAL STATEMENTS Property, plantandequipment Assets Investment property Subsidiaries Non-current assets Inventories Development properties Trade andotherreceivables Amounts duefromrelatedparties Cash andcashequivalents Share capital Equity Total assets Current assets Reserves Accumulated profits/(losses) Equity attributabletoownersofthe Non-controlling interests Total equity Company Note 10 11 12 13 4 5 6 8 7 9 1,550,167 1,155,014 387,064 395,153 757,700 366,723 343,458 359,744 453,113 (32,575) 29,536 48,861 93,369 $’000 2015 8,089 1,055 – – Group 1,627,751 1,172,696 449,685 455,055 767,827 385,887 343,458 376,435 466,819 17,931 37,439 90,384 $’000 2014 (4,462) 5,370 1,051 – – 292,300 621,772 620,797 326,180 343,458 317,780 317,780 (25,678) $’000 2015 2,317 782 193 975 – – – – – As at31December2015 Company 262,978 587,360 587,010 312,442 343,458 321,564 321,564 (21,894) 11,590 $’000 2014 157 193 350 – – – – – Financial Position Statements of Trade andotherpayables Liabilities Amounts duetorelatedparties Loans andborrowings Deferred taxliabilities Trade andotherpayables Non-current liabilities Loans andborrowings Amounts duetorelatedparties Current liabilities Current taxliabilities Derivative financialliabilities The accompanying notesformanintegralpart ofthesefinancialstatements. Total equityandliabilities Total liabilities Note 14 10 15 16 14 15 10 17 1,550,167 1,097,054 587,419 650,920 312,237 446,134 62,630 49,158 71,867 12,790 $’000 2015 871 82 – Group 1,627,751 1,160,932 688,099 775,394 270,882 385,538 19,787 67,508 28,623 84,712 $’000 2014 887 434 – 256,900 303,992 621,772 303,992 20,830 13,472 12,790 $’000 2015 – – – – – – As at31December2015 Company 254,025 265,790 587,360 265,796 $’000 2014 4,195 7,136 434 6 6 – – – – 43 GSH CORPORATION LIMITED ANNUAL REPORT 2015 44 GSH CORPORATION LIMITED ANNUAL REPORT 2015 of ComprehensiveIncome Consolidated Statement The accompanying notesformanintegralpart ofthesefinancialstatements. FINANCIAL STATEMENTS Revenue Continuing operations * Basic anddilutedearningsper share(cents) Earnings pershare–continuing operations Basic anddilutedearningspershare(cents) Earnings pershare Total comprehensiveincomefortheyear Non-controlling interests Owners oftheCompany Total comprehensiveincomeattributableto: Profit fortheyear Non-controlling interests Owners oftheCompany Profit attributableto: Total comprehensiveincomefortheyear Other comprehensiveincome,netoftax* Capital reserverealisedondisposalofsubsidiaries Foreign currencytranslationdifferencesrealisedondisposalofsubsidiaries Exchange differencesonmonetaryitemsformingpartofnetinvestmentsina Foreign currencytranslationdifferencesrelatingtoforeignoperations Items thatareormaybereclassifiedsubsequentlytoprofitloss: Other comprehensiveincome,netoftax* Profit fortheyear Profit fromdiscontinuedoperation(netoftax) Discontinued operation Profit fromcontinuingoperations Tax expense Profit beforetax Net financecosts Finance expenses Finance income Results fromoperatingactivities Other expenses Administrative expenses Selling andmarketingexpenses Other income Gross profit Cost ofsales foreign operation There wasnotaxeffect on thecomponentsincludedin other comprehensiveincome. Note 18 24 24 23 22 21 20 19 (109,656) 161,952 (11,748) (36,290) (34,348) (28,561) (21,573) 27,452 11,087 16,365 27,452 31,929 24,364 36,126 52,296 27,452 $’000 2015 Year ended31December2015 (1,942) (8,838) (8,838) (4,477) (4,197) (3,209) 9,035 2,910 (423) 0.83 0.83 – – – (26,223) (10,600) (16,756) (22,529) (14,307) 42,677 57,549 58,396 52,795 54,849 69,156 16,454 46,949 49,154 46,949 57,549 78,153 $’000 2014 (1,078) (9,952) (2,054) (1,844) (2,205) 2,449 4,754 (847) (784) 2.67 2.95 136 – of ChangesinEquity Consolidated Statement <––––––––––––––––––––– Attributable to owners of the Company –––––––––––––––––––––> Asset Accumulated Non- Share Capital revaluation Translation (losses)/ controlling Total Note capital reserves reserve reserve profits Total interests equity $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 January 2014 343,458 784 4,132 (136) (20,957) 327,281 – 327,281

Total comprehensive income for the year Profit for the year – – – – 58,396 58,396 (847) 57,549

Other comprehensive income Foreign currency translation differences relating to foreign operations – – – (8,594) – (8,594) (1,358) (9,952) Foreign currency translation differences realised on disposal of subsidiaries 22 – – – 136 – 136 – 136 Capital reserve realised on disposal of subsidiaries 22 – (784) – – – (784) – (784) Total other comprehensive income, net of tax – (784) – (8,458) – (9,242) (1,358) (10,600) Total comprehensive income for the year – (784) – (8,458) 58,396 49,154 (2,205) 46,949

Balances carried forward 343,458 – 4,132 (8,594) 37,439 376,435 (2,205) 374,230 Year ended31December2015

The accompanying notes form an integral part of these financial statements. 45 GSH CORPORATION LIMITED ANNUAL REPORT 2015 46 GSH CORPORATION LIMITED ANNUAL REPORT 2015 of ChangesinEquity Consolidated Statement FINANCIAL STATEMENTS FINANCIAL STATEMENTS <––––––––––––––––––––– Attributable to owners of the Company ––––––––––––––––––––– > Asset Accumulated Non- Share Capital revaluation Translation (losses)/ controlling Total Note capital reserves reserve reserve profits Total interests equity $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Balances brought forward 343,458 – 4,132 (8,594) 37,439 376,435 (2,205) 374,230

Transactions with owners, recognised directly in equity Changes in ownership interests in subsidiaries Capital contribution by non-controlling interests – – – – – – 22,540 22,540 Acquisition of subsidiaries with non-controlling interests 26,27 – – – – – – 70,049 70,049 Total transactions with owners – – – – – – 92,589 92,589

At 31 December 2014 343,458 – 4,132 (8,594) 37,439 376,435 90,384 466,819 Year ended31December2015

The accompanying notes form an integral part of these financial statements. of ChangesinEquity Consolidated Statement <––––––––––––––––– Attributable to owners of the Company –––––––––––––––––> Asset Accumulated Non- Share revaluation Translation (losses)/ controlling Total capital reserve reserve profits Total interests equity $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 January 2015 343,458 4,132 (8,594) 37,439 376,435 90,384 466,819

Total comprehensive income for the year Profit for the year – – – 16,365 16,365 11,087 27,452

Other comprehensive income Foreign currency translation differences relating to foreign operations – – (26,171) – (26,171) (8,177) (34,348) Exchange differences on monetary items forming part of net investment in a foreign operation (1,942) – (1,942) – (1,942) Total other comprehensive income, net of tax – – (28,113) – (28,113) (8,177) (36,290) Total comprehensive income for the year – – (28,113) 16,365 (11,748) 2,910 (8,838)

Balances carried forward 343,458 4,132 (36,707) 53,804 364,687 93,294 457,981 Year ended31December2015

The accompanying notes form an integral part of these financial statements. 47 GSH CORPORATION LIMITED ANNUAL REPORT 2015 48 GSH CORPORATION LIMITED ANNUAL REPORT 2015 of ChangesinEquity Consolidated Statement FINANCIAL STATEMENTS <––––––––––––––––– Attributable to owners of the Company –––––––––––––––––> Asset Accumulated Non- Share revaluation Translation (losses)/ controlling Total Note capital reserve reserve profits Total interests equity $’000 $’000 $’000 $’000 $’000 $’000 $’000

Balances brought forward 343,458 4,132 (36,707) 53,804 364,687 93,294 457,981

Transaction with owners, recognised directly in equity Contributions by and distribution to owners Dividends paid 12 – – – (4,943) (4,943) – (4,943) Total contributions by and distributions to owners – – – (4,943) (4,943) – (4,943)

Changes in ownership interests in subsidiaries Capital contribution by non-controlling interest – – – – – 75 75 Total changes in ownership interests in subsidiaries – – – – – 75 75

Total transactions with owners – – – (4,943) (4,943) 75 (4,868)

As at 31 December 2015 343,458 4,132 (36,707) 48,861 359,744 93,369 453,113 Year ended31December2015

The accompanying notes form an integral part of these financial statements. of CashFlows Consolidated Statement The accompanying notesformanintegralpart ofthesefinancialstatements. Depreciation ofproperty,plantandequipment Change infairvalueofinvestmentproperty Adjustments for: Profit fortheyear Cash flowsfromoperatingactivities Interest income Interest expense Gain onsaleofdiscontinuedoperation,nettax Unrealised foreignexchangegainarisingfromrevaluationoffixeddeposit Reversal ofallowanceontradereceivables Net (gain)/lossondisposalofproperty,plantandequipment Reversal ofallowanceoninventories Gain onbargainpurchasearisingfromacquisitionofsubsidiaries Tax expense Net changeinfairvalueoffinancialderivatives Acquisition ofproperty,plantandequipment Cash flowsfrominvestingactivities Net cashfrom/(usedin)operatingactivities Tax paid Cash generatedfrom/(usedin)operations Balances withrelatedparties Trade andotherpayables Trade andotherreceivables Inventories Development property Changes in: Receipt ofremainingconsiderationonthedisposaltradinganddistribution Net cashoutflowonbusinesscombination Payment ofconsiderationonacquisitionsubsidiaries Net cashoutflowonacquisitionofsubsidiaries Deposits pledged Disposal ofdiscontinuedoperation,netcashdisposed Interest received Net cashusedininvestingactivities Proceeds fromsaleofproperty,plantandequipment pledged business Note 19 20 20 22 20 19 23 19 26 20 26 27 22 4 (11,380) (10,282) (20,249) (18,768) (18,188) 27,452 10,921 16,205 12,356 53,078 38,742 40,166 18,702 Year ended31December2015 $’000 2015 (2,292) (4,506) (4,781) (1,424) (1,106) (7,418) 4,477 9,104 3,580 (44) (84) (27) 23 95 – – – – – (591,923) (591,100) (625,920) (194,491) (220,981) (65,937) (55,658) (18,149) 57,549 11,289 67,068 17,399 $’000 2014 (2,381) (4,657) (6,242) (4,336) (7,056) 8,933 5,591 2,054 6,511 2,685 (472) (794) (823) 420 (68) 75 97 – – – 49 GSH CORPORATION LIMITED ANNUAL REPORT 2015 50 GSH CORPORATION LIMITED ANNUAL REPORT 2015 of CashFlows Consolidated Statement FINANCIAL STATEMENTS The accompanying notesformanintegralpart ofthesefinancialstatements. of which$959,000(2014:$432,000)wasacquiredunderfinanceleasearrangements. During the financial year, the Group purchased property, plant and equipment amounting to $5,740,000 (2014: $6,674,000), Significant non-cashtransactions Cash andcashequivalentsat31December Effect ofexchangeratefluctuationsoncashheld Cash andcashequivalentsat1January Net decreaseincashandequivalents Net cash(usedin)/fromfinancingactivities Dividend paid Proceeds fromborrowings Repayment ofborrowings Payment offinanceleaseobligations Finance expensepaid(includingamountscapitalisedindevelopmentproperty) Capital contributionbynon-controllinginterests Cash flowsfromfinancingactivities Note 11 117,742 (37,034) (57,588) (80,970) (27,621) 56,154 79,780 $’000 2015 Year ended31December2015 (4,943) (928) (283) 75 (107,829) (232,619) 931,386 705,075 117,742 225,824 (16,206) 22,540 $’000 2014 (253) (26) – 2.4 2.3 2.2 2.1 2 1 The financialstatementswereauthorisedforissuebytheBoardofDirectorson30March2016. These notesformanintegralpartofthefinancialstatements. Finacial Statemets Notes tothe • onthe effect significant most the amounts recognisedinthefinancialstatementsisincluded inthefollowingnotes: have that policies accounting applying in judgements critical about Information recognised intheperiodwhichestimatesarerevised andinanyfutureperiodsaffected. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are assets, of amounts reported liabilities, incomeandexpenses.Actualresultsmaydiffer from theseestimates. the and policies to make judgements, accounting of application the management affect that FRSsrequires assumptions with and estimates in conformity statements financial the of preparation The Use ofestimatesandjudgements stated. otherwise unless thousand, nearest the to rounded been have dollars Singapore in presented information financial All currency. functional Company’s the is which (“$”), dollars Singapore in presented are statements financial These Functional andpresentation currency below. notes the in disclosed otherwise as except basis cost historical the on prepared been have statements financial The Basis ofmeasurement The financialstatementshavebeenpreparedinaccordancewithSingaporeFinancialReportingStandards(FRS). Statement ofcompliance Basis ofpreparation its subsidiaries(togetherreferredtoasthe“Group”andindividually“Groupentities”). The financial statements of the Company as at and for the year ended 31 December 2015 comprise the Company and The principalactivitiesofitssubsidiariesaresetoutinnote6tothefinancialstatements. The principalactivityoftheCompanyisinvestment holding andprovisionofmanagement services toitssubsidiaries. registered officeisGSHCentre,11ChangiNorthWay,Singapore498796. GSH CorporationLimited(the “Company”) is a company incorporated inSingapore. The address of the Company’s Domicile andactivities • Note 3.12 Note 15 – – revenue recognition loans andborrowings(classification ofredeemablepreferenceshares) Year ended31December2015 51 GSH CORPORATION LIMITED ANNUAL REPORT 2015 52 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 2.4 2 • valuation the in used inputs the on techniques asfollows: based hierarchy value fair a in levels different into categorised are values Fair When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Significant valuationissuesarereportedtotheChiefFinancialOfficerandGroup’sAuditCommittee. valuation methodologies. and engaging valuation experts that possess the relevant credentials and knowledge on the subject of valuation and Group’s policy to engage external valuation experts to perform the valuations. Management is responsible for selecting is the it inputs, unobservable significant and models valuation using valuations reporting financial significant all For reports directlytotheChiefFinancialOfficer. finance team that has overall responsibility for all significant fair value measurements, including Level 3 fair values, and The Group has an established control framework with respect to the measurement of fair values. This includes the and non-financialassetsliabilities. A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial Measurement offairvalues • • • • in amaterial of resulting risk adjustment withinthenextfinancialyearareincludedinfollowingnotes: significant a have that uncertainties estimation and assumptions about Information Use ofestimatesandjudgements (cont’d) Basis ofpreparation(cont’d) • Further informationabouttheassumptionsmadeinmeasuring fairvaluesisincludedinthefollowingnotes: which thechangehasoccurred. The Group recognises transfers between levels of the fair value hierarchy as of the end ofthereportingperiodduring level inputthatissignificanttotheentiremeasurement(with Level3beingthelowest). then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest hierarchy, value fair the of levels different into fall liability a or asset an of value fair the measure to used inputs the If • • • Level 1: Note 21 Note 7 Note 5 Note 4 Note 5 Level 3: Level 2: Note 31 – – – – quoted prices(unadjusted)inactivemarketsforidenticalassetsorliabilities. – (unobservable data market observable on inputs). based not are that liability or asset the for inputs or asset the for observable liability, eitherdirectly(i.e.,asprices)orindirectlyderivedfromprices). are that 1 Level within included prices quoted than other inputs – estimation ofcurrentanddeferredtaxliabilities/(asset) estimation ofallowanceforforeseeablelossesdevelopmentproperties fair valuedeterminationofinvestmentproperties measurement ofrecoverableamountsproperty,plantandequipment investment property;and financial instruments Year ended31December2015 3.1 Significantaccountingpolicies 3 2.5 2 Finacial Statemets Notes tothe (i) Basis ofconsolidation financial the adoptionofnewfinancialreportingstandards. these in presented periods all to consistently applied statements, and have been applied consistently by Groupentities, except as explained innote 2.5, which addresses been have below out set policies accounting The financial statements. effective became which during the year. The initial adoption of these standards and interpretations did not have a material impact on the interpretations and standards reporting financial revised new or new adopted Group The of FRS115hasnoimpacttotheGroup’sstatementfinancialpositionandprofitorlossforpriorperiods. The Group commencedthesale ofdevelopment properties duringtheyearended31 December 2015. The adoption Sale ofdevelopmentproperties the from arising loss or adoption ofFRS115forpriorperiods. profit and position financial of statement Group’s the to impact no is there Consequently, and the Group has applied the new policy to sale of golf club memberships concluded on or after 1 January 2015. club golf memberships in2014. Revenue arisingfromthesaleofgolfclubmemberships in 2014 was immaterial to theGroup of sales the from contribution revenue material no was there and 2014, March 26 on subsidiaries its and The sale ofgolfclubmembershipsonlycommencedsubsequent totheacquisitionofSutera Harbour GroupSdnBhd recognises revenueoverthemembershipterm. Under FRS115, the Grouphas accounted for thefees received as an advance payment for future services and For sale of golf club memberships, the Group previously recognised revenue in full when the member is accepted. Sales ofgolfclubmembership 2015. Asaresult,theGrouphaschangeditsaccountingpolicyforrevenuerecognitionasdetailedbelow. The Group earlyadoptedFRS115 these consolidatedfinancialstatements. Except for the changes below, the Group has consistently applied the accounting policies to all periodspresented in Adoption ofnewfinancial reportingstandard Basis ofpreparation(cont’d) • • • The Groupmeasuresgoodwillattheacquisitiondateas: Combinations Business combinations are accountedforusingtheacquisitionmethodinaccordancewithFRS103 Business combinations acquiree, the in interest equity pre-existing the of value fair stages, the in achieved is business combination the if the recognisedamountof anynon-controlling interestsin theacquiree;plus the fairvalueofconsideration transferred;plus asattheacquisitiondate,whichisdateoncontrol istransferredtotheGroup. Revenue fromContracts with Customers with a date of initial applicationof 1 January Year ended31December2015 Business 53 GSH CORPORATION LIMITED ANNUAL REPORT 2015 54 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.1 Significantaccountingpolicies (cont’d) 3 (ii) Subsidiaries (i) Basis ofconsolidation(cont’d) non-controlling interestseven ifdoingsocausesthenon-controllingintereststohavea deficitbalance. adopted bytheGroup.Losses to thenon-controlling applicable interests in asubsidiaryareallocatedtothe The accounting policies of subsidiaries have been changed when necessary to align them with the policies financial consolidated statements fromthedatethatcontrolcommencesuntil datethatcontrolceases. the in included are subsidiaries of statements financial The entity. the over power its rights to, variable returns from its involvement with the entity and has the ability to affect these returns through Subsidiaries are entities controlled bythe Group. The Group controls an entity when it isexposed to, or has that donotinvolvethelossofcontrolarebasedonaproportionate amount of thenetassets of thesubsidiary. no gain or loss is recognised in profit or loss. Adjustments to non-controlling interests arising from transactions transactions with owners in their capacity as owners and therefore no adjustments are made to goodwilland Changes in theGroup’sinterestasubsidiarythatdonotresultlossofcontrolareaccounted foras Group incursinconnectionwithabusinesscombinationareexpensedasincurred. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the is requiredbyFRSs. other non-controlling interests are measured at acquisition-date fair value, unless another measurement basis at thedateofacquisition. The measurement basis taken is electedona transaction-by-transaction basis. All assets, net identifiable acquiree’s the of amounts recognised the of share proportionate interests’ controlling share of theacquiree’snetassets in theevent of liquidationaremeasured either atfairvalue or atthenon- Non-controlling interests that arepresentownershipinterests and entitletheirholderstoaproportionate future service. and/or past to relate awards replacement the which to extent the and awards acquiree’s the of value based determination is basedonthemarket-based value of thereplacement awards comparedwiththemarket- replacement awards is included in measuring the consideration transferred in the business combination. This employees (acquiree’s awards)andrelatetopastservices,thenalloraportionoftheamount of theacquirer’s When share-based payment awards (replacement awards) areexchanged for awardsheldbytheacquiree’s changes tothefairvalueofcontingentconsiderationarerecognisedinprofitorloss. classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent instrumentis financial a of definition meets the that contingent consideration the transferred. If consideration Any contingentconsiderationpayableisrecognisedatfairvaluetheacquisitiondateandincludedin Such amountsaregenerallyrecognisedinprofitorloss. The considerationtransferreddoesnotincludeamounts related tothesettlement of pre-existingrelationships. When theexcessisnegative,abargainpurchasegainrecognisedimmediatelyinprofitorloss. Any goodwillthatarisesistestedannuallyforimpairment. over the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Business combinations(cont’d) Year ended31December2015 3.1 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe 3.2 (v) (iv) (iii) Basis ofconsolidation(cont’d) (ii) (i) Foreign currency impairment losses. Investments in subsidiaries are stated in the Company’s statement of financial position at cost less accumulated Subsidiaries intheseparate financialstatements extent thatthereisnoevidenceofimpairment. interest in theinvestee. Unrealised losses are eliminated in the same way as unrealised gains, but onlytothe transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s from arising gains Unrealised statements. financial consolidated the preparing in eliminated are transactions, Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group Transactions eliminatedon consolidation accounted investeeorasanavailable-for-salefinancialassetdependingonthelevelofinfluenceretained. interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity- such then subsidiary, previous the in interest any retains Group the If loss. or profit in recognised is control of interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss Upon thelossofcontrol,Groupderecognises the assets and liabilitiesofthe subsidiary, anynon-controlling Loss ofcontrol For acquisitionspriorto1January 2005,theexchangeratesatdateofacquisitionwere used. as assets and liabilities of the foreign operation and are translated at the exchange rates at the reporting date. fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2005 are treated expenses of foreign operationsaretranslated to Singapore dollarsataverage exchange rates. and Goodwill acquisition, are translated to Singapore dollars at exchange rates at the reporting date. The income and The assets and liabilitiesofforeign operations, excluding goodwillandfairvalue adjustments arising on Foreign operations are on retranslation arising differences currency recognised inprofitorloss. Foreign transaction. the of date the at rate exchange the Non-monetary items in a foreigncurrencythat are measured in terms of historicalcostaretranslated using retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are amortised costinforeigncurrencytranslatedattheexchangerateendofyear. the and year, the during payments and interest effective for adjusted year, the of beginning the at currency The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currencies atthereportingdateareretranslatedtofunctionalcurrencyexchangeratethatdate. at exchangeratesthedatesoftransactions. Monetary assets and liabilitiesdenominated in foreign Transactions in foreign currencies are translated to the respective functional currencies of Group entities Foreign currencytransactions Year ended31December2015 55 GSH CORPORATION LIMITED ANNUAL REPORT 2015 56 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.2 Significantaccountingpolicies (cont’d) 3 3.3 (ii) Foreign currency(cont’d) (i) Property, plantandequipment income, andarepresentedinthetranslationreserveequity. are consideredtoformpartofanetinvestment in aforeignoperationarerecognisedothercomprehensive nor likelyinthe foreseeable future, foreign exchange gains and losses arising fromsuch a monetary item that When the settlement of amonetary item receivable fromorpayabletoaforeign operation isneither planned the cumulativeamountisreclassifiedtoprofitorloss. of proportion relevant the influence, significant retaining while operation foreign a includes that associate an amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in subsidiary thatincludesaforeignoperationwhileretainingcontrol,therelevantproportionofcumulative to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified joint or influence significant control, that such of disposed is operation foreign a When interests. controlling non- the to allocated is difference translation the of share proportionate relevant the then subsidiary, owned foreign the currency translation reserve (translation reserve) in equity.However,iftheforeign operation isanon-wholly in presented and income, comprehensive other in recognised are differences currency Foreign Foreign operations(cont’d) to ensure that the carrying amount does not differ materiality from the fair value of the leasehold land and land building atthe end ofthereportingperiod. leasehold the of value fair the from materiality differ not does amount carrying the that ensure to impairment losses recognised after the date of revaluation. Valuations are performed with sufficient regularity Leasehold land andbuildingaremeasured at fairvalue less accumulated depreciation onbuildingand the netproceedsfromdisposal andthecarryingamountofitem)isrecognisedinprofit orloss. The gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between separate items(majorcomponents)ofproperty,plantand equipment. as for accounted are they lives, useful different have equipment and plant property, of item an of parts When equipment. Purchased software that is integraltothe functionality of therelatedequipmentiscapitalisedas part ofthat • • • • assets includes: Cost includesexpenditurethat is directlyattributabletotheacquisitionofasset. The cost ofself-constructed impairment losses. Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated Recognition andmeasurement capitalised borrowingcosts. dismantling andremovingtheitemsrestoringsite onwhichtheyarelocated;and of costs the of estimate an site, the restore or asset the remove to obligation an has Group the when any other costs directly attributable to bringing the assets to a working condition for their intended use; the costofmaterialsand direct labour; Year ended31December2015 3.3 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe (iv) Depreciation (iii) (ii) (i) Property, plantandequipment (cont’d) use. Assetsunderconstructionarenotdepreciated. for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for Depreciation is recognised from the date that the property, plant and equipment are installed and are ready is reasonablycertainthattheGroupwillobtainownership bytheendofleaseterm. another asset. Leased assets are depreciatedovertheshorteroflease term andtheiruseful lives unless it of each component of an item of property, plant and equipment, unless it isincluded inthe carrying amount of Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives that thatasset, of remainder the from different is that life component isdepreciatedseparately. useful a has component a if and assessed are Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets or lossasincurred. profit in recognised are equipment and plant property, of servicing day-to-day the of costs The derecognised. is component replaced the of amount carrying The reliably. measured be can will cost its component and Group, the the to within flow embodied benefits economic future the that probable is it if item the of amount The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying Subsequent costs intherevaluation amount related the sold, reserve istransferredtoretainedearnings. is theproperty When loss. or profit in immediately recognised gain remaining any with property, specific recognised inothercomprehensiveincomeandpresentedtherevaluation reserve in equity.Anylossis the on loss impairment previous a reverses it loss that or extent profit the in to recognised is remeasurement on arising gain Any accordingly. reclassified and value fair to When the use of a property changes from owner-occupied to investment property, the property is remeasured Reclassification toinvestment property to retainedearningsonretirementordisposaloftheasset. The revaluation surplus includedinthe asset revaluation reserve in respectofan asset is transferred directly the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. in the asset revaluation reserve. Any accumulated depreciation as at the revaluation date is eliminated against carried asset same the on surplus existing an offsets it that extent the to except loss, is or profit deficit in A revaluation recognised loss. or profit in recognised is increase the case which in loss, or profit in recognised revaluation reserve, excepttothe extent it reverses a revaluation decrease of the same asset previously Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under asset Recognition andmeasurement (cont’d) Year ended31December2015 57 GSH CORPORATION LIMITED ANNUAL REPORT 2015 58 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.3 Significantaccountingpolicies (cont’d) 3 3.4 (iv) Property, plantandequipment (cont’d)

date ofreclassificationbecomesitscostforsubsequentaccounting. the at value fair its equipment, and plant property, as reclassified is it that such changes property a of use the When is transferredtoretainedearnings. previously classified as property, plant and equipment is sold, any related amount included in the revaluation reserve was that property investment an When loss. or profit in recognised is item) the of amount carrying the and disposal from proceeds net the between difference the as (calculated property investment an of disposal on loss or gain Any to bringingtheinvestmentpropertyaworkingconditionforitsintendeduseandcapitalisedborrowingcosts. constructed investment property includesthecostofmaterials and directlabour,any other costs directly attributable Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self- change thereinrecognisedinprofitorloss. purposes. Investment property is measured at cost on initial recognition and subsequently at fair value with any sale in the ordinary course of business, use in the production orsupplyof goods or services or for administrative Investment property isheldeithertoearnrentalincomeorforcapitalappreciationboth,butnot Investment property • • • 31 The estimatedusefullivesforthecurrentandcomparativeyearsareasfollows: December Depreciation (cont’d) 2091 • adjusted, ifappropriate. Depreciation methods, useful and lives andresidualvalues are reviewedattheendofeachreportingperiod • equipment • Golf clubandhotelbuildings, improvements Leasehold land Leasehold building Golf courserenovationand operating Motor vehiclesandvessels Hotel andotheroperating equipment, and renovation office equipmentandfurniturefittings 50 years Over theremainingleaseperiodending Over the remaining lease period ending 30 April 2019 5 to15 years 5 to15 years 3 to15 years Year ended31December2015 3.5 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe (i) Financial instruments of cashflows,pledgeddeposits areexcludedfromcashandequivalents. Cash and cash equivalents comprise cash balances and short-term deposits. For the purpose of the statement from relatedparties. Loans andreceivablescomprisecashequivalents, trade andotherreceivables,amounts due effective the interest method,lessanyimpairmentlosses. using cost amortised at measured are receivables and loans recognition, initial to Subsequent quotedinan not are that payments active market. Such assets attributable transaction are recognised initiallyatfairvalueplusanydirectlycosts. ordeterminable fixed with assets financial are receivables and Loans Loans andreceivables have beenclassifiedasavailable-for-sale. Financial assets designated at fair value through profit or loss comprises equity securities that otherwise would at measured fair value, and changes therein, which takes into account any are dividend income, are recognised in profit or loss. loss or profit through value fair at assets Financial incurred. as loss or profit in recognised with the Group’s documented risk management or investment strategy. Attributable transaction costs are manages such investments and makes purchase and sale decision based on their fair value in accordance as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Group A financial asset is classified at fair value through profit or loss if it is classified asheld for trading or isdesignated Financial assetsatfairvaluethroughprofitorloss through profitorlossandloansreceivables. value at fair assets financial categories: following the into assets financial non-derivative classifies Group The basis ortorealisetheassetandsettleliabilitysimultaneously. net a on settle to either intends and amounts the offset to right legal a has Group the when, only and when, position financial of statement the in presented amount net the and offset are liabilities and assets Financial recognised asaseparateassetorliability. is Group the by retained or created is that assets financial transferred in interest Any asset. transferred the transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over neither it or fromtheasset transferred, are asset financial flows the of ownership of rewards and cash risks the all substantially to the which rights in a transaction in asset financial the contractual the on flows cash contractual the receive to rights the transfers it or when expire, asset financial a derecognises Group The which isthedatethatGroupbecomesapartytocontractualprovisionsofinstrument. financial other All assets (including originated. assets designated at are fair value they through profit orthat loss) aredate recognised initially onthe the trade date, on receivables and loans recognises initially Group The Non-derivative financial assets Year ended31December2015 59 GSH CORPORATION LIMITED ANNUAL REPORT 2015 60 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.5 Significantaccountingpolicies (cont’d) 3 (iv) (iii) (ii) Financial instruments(cont’d) in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value and all and value changes initsfair valuearerecognisedimmediately inprofitorloss. fair at measured are derivatives recognition, initial to Subsequent incurred. as loss or profit in Derivative financial instruments are recognised initially at fair value; attributable transaction costs are recognised with fluctuationsinforeigncurrency rates.Derivativefinancialinstrumentsarenotused fortradingpurposes. The Group holds derivative financial instruments mainly forward exchange contracts to hedge its risks associated Derivative financialinstruments recognised asinterestexpenseinprofitorlossaccrued. of the shareholders, or if dividend payments are not discretionary. Non-discretionary dividends thereon are option at the or date a specific on redeemable is it if liability financial a as classified is capital share Preference within equityuponapprovalbytheCompany’sshareholders. option, and any dividends are discretionary. Discretionary dividends thereon are recognised as distributions Company’s the at only redeemable or non-redeemable, is it if equity as classified is capital share Preference Preference sharecapital ordinary shares arerecognisedasadeductionfromequity,netofanytaxeffects. new of issue the to attributable directly costs Incremental equity. as classified are shares Ordinary Ordinary shares Share capital parties. Other financial liabilities comprise loans and borrowings, trade and other payables, and amounts due to related initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. liabilities arerecognisedinitiallyatfairvalue plus anydirectlyattributabletransaction costs. Subsequent to financial Such category. liabilities financial other the into liabilities financial non-derivative classifies Group The basis ortorealisetheassetandsettleliabilitysimultaneously. net a on settle to either intends and amounts the offset to right legal a has Group the when, only and when, position financial of statement the in presented amount net the and offset are liabilities and assets Financial value. Subsequentchangesinthefairvalueofcontingentconsiderationarerecognisedprofitorloss. Financial liabilitiesforcontingent considerationpayableinabusiness combination areinitiallymeasured at fair The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. contractual provisionsoftheinstrument. or loss)arerecognisedinitiallyonthetradedate,whichisdatethatGroupbecomesapartyto at the date of acquisition. All other financial liabilities (including liabilities designated at fair value through profit originated. Financial liabilitiesforcontingent consideration payable ina business combination are recognised The Groupinitiallyrecognisesdebtsecuritiesissuedandsubordinatedliabilitiesonthedatethattheyare Non-derivative financialliabilities Year ended31December2015 3.5 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe 3.6 (v) Financial instruments(cont’d) (i) Impairment the amountrecognisedandthatwouldberequiredtosettleguaranteecontract. reporting date. The provision isassessed by reviewingindividualclaims and tested for adequacy by comparing is recognisedbasedontheGroup’sestimate of theultimate cost ofsettlingallclaimsincurredbutunpaidatthe Financial guarantees are accountedforinthe Group’s financial statements as insurance contracts. Aprovision due inaccordancewiththeoriginalormodifiedtermsofadebtinstrument. payments to reimburse the holder for the loss it incurs because a specified debtor fails to meet payment when Financial guarantees are financial instruments issued by the Company that require the issuer to make specified Intra-group financialguarantees intheseparatefinancial statements reversed through profitorloss. an event occurringafter the impairment was recognised, then the previously recognised impairment loss is If the amount of impairment loss, subsequently decreases and the decrease can be related objectively to off. written are amounts relevant the asset, the of recovery of prospects realistic no are there that considers account against loans and receivables. Interest on the impaired asset continues to be recognised. When the Group an allowance in reflected and loss or profit in recognised are Losses rate. interest effective original between its carrying amount and the present value of the difference estimated future the cash as flows, calculated discounted is at cost the amortised asset’s at measured asset financial a of respect in loss impairment An by historicaltrends. economic and credit conditions are such that the actual losses are likely to be greater or less than suggested of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current In assessing collective impairment, the Group uses historical trends of the probability of default, the timing characteristics. notindividually are that receivables and Loans identified. significant are collectively assessed for impairment yet by grouping together loans and receivables with similar not risk but incurred been has that any impairment for assessed collectively then Allindividually are impaired specifically be impairment. to not forspecific found receivables and loans areassessed significant receivables and loans significant individually All level. collective and asset specific a both at receivables and loans for impairment of evidence considers Group The Loans andreceivables significant orprolongeddeclineinitsfairvaluebelowcostisobjectiveevidenceofimpairment. the disappearance of an active market for a security. In addition,foran investment in an equity security, a payment status of borrowers orissuers in the Group, economic conditions that correlate with defaults or defaultor include can not consider otherwise, indications that a debtororissuer will enter bankruptcy, adverse changes in the areimpaired securities) equity delinquency byadebtor,restructuringofanamount due totheGroupontermsthatwould (including assets financial that evidence Objective event(s) hasanimpactontheestimatedfuturecashflowsofthatassetcanbereliably. evidence indicates that a loss event(s) has occurred after the initial recognition of the asset, and that the loss objective if impaired is asset financial A impaired. is it that evidence objective is there whether determine to period reporting each of end the at assessed is loss or profit through value fair at carried not asset financial A Non-derivative financial assets Year ended31December2015 61 GSH CORPORATION LIMITED ANNUAL REPORT 2015 62 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.6 Significantaccountingpolicies (cont’d) 3 (ii) (i) Impairment (cont’d) no impairmentlosshadbeen recognised. does not exceed the carrying amount that would have been determined, net of depreciation oramortisation, if the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount or nolonger exists. An impairment loss is reversed if there has been a change in the estimates used to determine recognised in priorperiodsare assessed at each reporting date for any indications that the loss has decreased An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses reduce thecarryingamountsofotherassetsinCGU (groupofCGUs)onaproratabasis. ofCGUsare respect in recognised losses Impairment allocated first to reduce the loss. carrying amount of any goodwill allocated to or the CGU (group of CGUs), and then to profit in recognised are losses Impairment of thetestingCGUtowhichcorporateassetisallocated. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part CGU. one than more by utilised are and inflows cash separate generate not do assets corporate Group’s The combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. the lowest levelatwhichgoodwillismonitoredforinternal reporting purposes. Goodwill acquiredinabusiness goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which largely are that use independent ofthecashinflowsotherassetsorCGUs. continuing from inflows cash generates that assets of group smallest the into together asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped discount rate that reflects current market assessments of the time value of money and the risks specific to the In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax The recoverable amount of an asset or CGUis the greater of its value in use and its fair value less costs to sell. amount. the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its estimated recoverable use, the recoverable amount is estimated each year at the same time. An impairment loss is recognised if for available yet not are that or lives useful indefinite have that assets intangible and goodwill, For estimated. development property, there is any indication ofimpairment. If any such indication exists, then the asset’s recoverable amount is investment than other assets, non-financial properties, inventories and deferredtaxassets, are reviewedateachreportingdatetodeterminewhether Group’s the of amount carrying The Non-financial assets a favourablechangeintheestimatesusedtodeterminerecoverableamount. note 3.6(ii). An impairment loss is recognised in profit or loss. An impairment loss is reversed if there has been is subsidiary a of respect in measured by comparing the recoverable amount of the investment with its carrying amount in accordance with loss impairment impairment. An of indication any is there whether determine The carrying amounts of the Company’s investment in subsidiaries are reviewed at each reporting date to Investment insubsidiary Non-derivative financial assets (cont’d) Year ended31December2015 3.7 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe Customer advancesinexcessofprogressbillingsarepresented intradeandotherpayables. If progress billings exceed costs incurred plus recognised profits, the balance is presented in trade and other payables. development propertiesinthestatementoffinancialposition. as presented are billings progress of net and profits attributable with together incurred costs aggregated The date. The amount represents the grossunbilledamount expected tobecollectedfromcustomers for workperformedto Sold units An impairmentlossisreversediftheconditionsnolonger existorhaveimproved. • • exceeds: The Group recognises an impairment loss in profit or loss to the extent that the carrying amount of the contract costs as therelatedcontractrevenue. Subsequent to initial measurement, contract costs are amortised to profit or loss using the same measure of progress Subsequent measurement in satisfyingthecontractandareexpectedtoberecovered. Costs to fulfil a contract are capitalised if the costs relate directly to the contract, generate or enhance resources used have incurredifthecontracthadnotbeenobtained,andcostsareexpectedtoberecoverable. Commission costs arecapitalisediftheyincurredtoobtainacontractwithcustomerthattheGroupwouldnot Contract costs and sellingexpenses.Thewrite-downstonetrealisablevaluearepresentedasallowanceforforeseeablelosses. Net realisable value is the estimated selling price inthe ordinary course of business, less estimated costs of completion capitalised aspartofdevelopmentpropertyduringtheperioddevelopment. Borrowing costs that are directly attributable to the acquisition and development of the development property are activities. attributable tothedevelopment costs andotherdirectly development expenditure,capitalisedborrowing Development properties are measured at the lower of cost and net realisable value. Cost includes acquisition costs, Properties inthecourseofdevelopment(unsoldunits)/for Development properties the estimatedcostsofcompletion thathavenotbeenrecognised asexpenses. theremainingamountof consideration thattheGroupexpects toreceiveforthesoldunits;less Year ended31December2015 63 GSH CORPORATION LIMITED ANNUAL REPORT 2015 64 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.10 3.9 Leases 3.8 Inventories Significantaccountingpolicies (cont’d) 3 (ii) (i) Employment benefits lessor bywayofpenaltyisrecognisedasanexpenseinthefinancialyearwhichterminationtakesplace. When an operating lease is terminated before the lease period has expired, any payment required tobemade to the from thelessor)aretakentoprofitorlossonastraight-linebasisovertermoflease. by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received Leases of property, plant and equipment where a significant portion of the risks and rewards of ownership are retained The Groupleasescertainproperty,plantandequipmentfromthirdparties. When entitieswithintheGrouparelesseesofanoperatinglease the leaseincome. as basis same the on term lease the over loss or profit in expense an as recognised and asset leased the of amount Initial directcostsincurredbytheGroupinnegotiating and arranginganoperatinglease are addedtothecarrying of thelease. the lease term. Lease incentives granted are recognised as an integral part of the total rental income, over the term Rental income from operating leases (net of any incentives given to lessees) is recognised on a straight-line basis over The Groupleasesoutcertaininvestmentpropertiestothirdparties. When entitieswithintheGrouparelessorofanoperatinglease completion andestimatedcostsnecessarytomakethesale. Net realisable value represents the estimated selling price in the ordinary course of business, less estimated cost of in bringingthemtotheirexistinglocationandcondition. method andincludesexpendituresincurredinacquiringtheinventories, or conversioncostsandotherincurred measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average cost Inventories comprise principally food and beverages and other hotel related consumable supplies. Inventories are a resultofpastserviceprovided bytheemployee,andobligationcanbeestimated reliably. as amount this pay to obligation constructive or legal present a has Group the if plans profit-sharing or bonus related service is provided.Aliabilityrecognised for the amount expected tobepaidundershort-term cash the as expensed are and basis undiscounted an on measured are obligations benefit employee Short-term Short-term employeebenefits or lossintheperiodsduringwhichrelatedservicesarerendered byemployees. profit in expense benefit employee an as recognised are plans pension contribution defined to contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions fixed pays entity an which under plan benefit post-employment a is plan contribution defined A Defined contributionplans Year ended31December2015 3.12 3.11 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe (i) Property segment its revenue.Formoredetailedinformationaboutreportablesegments,seenote25. The following is a description of principal activities separated by reportable segments from which the Group generates to acustomer. amounts andexcludes acustomer with collected onbehalfofthirdparties.TheGrouprecognisesrevenuewhenittransfersservice control overaproduct acontract in specified consideration the on based measured is Revenue Revenue recognition the of unwinding discount isrecognisedasfinancecost. The liability. the to specific risks the and money of value time the reflects of that assessments rate market current pre-tax a at flows cash future expected the discounting by determined are Provisions obligation. the settle to required be will benefits economic of outflow an that probable is it and reliably, estimated be can that A provisionisrecognisedif,as a resultofpastevent, the Grouphas a presentlegalorconstructiveobligation Provisions completion representareasrequiring criticaljudgementbytheGroup. of percentage the calculating for cost fulfilment as included be to amounts the and recognition revenue for Theanalysisof property. the common and land in the whether thecontractcomprisesoneormoreperformance obligations,themethodusedtomeasure progress share anundivided and unit building specified the includes contract The contract. the in out set specifications and plans the with accordance in customer the to unit building specified a deliver to customer the with contracted Group the contract, the of terms the Under Critical judgementsinidentifyingperformanceobligationsand measuringprogress exceeds oneyear,anadjustmentismadetothetransaction priceforthetimevalueofmoney. construction milestones. When the period between the recognition of revenue and payment by the customer specified of achievement upon triggered typically are and contract the in schedule payment a on based are The revenue is measured at the transaction price agreed under the contract. Progress billings to the customer to thecustomer,revenueisrecognisedwhenlegaltitlehasbeentransferredcustomer. For development properties wherebythe Group has no enforceable right to payment until legal title has passed work. construction the of progress the to relate profits estimated such that extent the the to contracts sales of finalised of in respect only certification recognised are Profits surveyor/architect’s costs. construction total quantity estimated the to the to-date incurred costs to construction reference by measured is completion to date, revenue is recognised based on the percentage of completion of construction. The percentage of For development properties whereby the Group has an enforceable right to payment for performance completed have generallynoalternativeusefortheGroupduetocontractualrestrictions. Revenue is recognisedwhencontroloverthepropertyhas been transferred to thecustomer. The properties Sale ofdevelopmentproperties Year ended31December2015 65 GSH CORPORATION LIMITED ANNUAL REPORT 2015 66 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.12 Significantaccountingpolicies (cont’d) 3 3.13 (iv) (iii) (ii) Hospitality segment Revenue recognition(cont’d) are recognisedinprofitorloss usingtheeffectiveinterestmethod. attributable to theacquisition,constructionorproductionofaqualifying asset Borrowing coststhatarenot directly Finance costscompriseinterest expenseonborrowingsandchangesinthefairvalueof financialderivatives. is recognised asitaccruesinprofitorloss,usingtheeffective interestmethod. income Interest derivatives. financial of value fair the in changes and income interest comprises income Finance Finance incomeandfinance costs the goods. product to the customer. Payment of the transaction price is due immediately when the customer purchases from the sale of goods is recognised at the point of sale which coincideswithwhen the Group transfers the The Group sells food andbeverages, souvenirs and other products as part of its hospitality business. Revenue Sale ofgoods purchases theservices. in which the services are rendered. Payment of the transaction price is due immediately when the customer Fees charged fortheuse of themarina club andgolfcoursefacilitiesarerecognisedintheaccounting period billed andpaidonamonthlybasis. Monthly subscriptionfees are recognisedwhentheservicesrendered.Themonthlysubscriptionfees are from customers. ofthe term the as money. The financing component is recognised as interest expense and is financing presented separately from revenue of element an is there 2055, until membership exceedsoneyear.Consequently, the Groupadjuststransaction prices forthetimevalueof term a for membership club golf the For relating totheunexpiredtermsofmemberships. recognised onastraight-line basis overthemembershipterm.Deferredincomeisrecognisedforfees are required to pay an up-front cash payment upon signing of the contracts. Golf club membership fees are The Groupprovidesannual golf clubmembershipandforatermuntil2055. Customers Rendering ofservices–golf clubrelatedincome immediately whenthecustomerpurchaseshotelpackage. each performance obligation based on the stand-alone selling prices. Payment of the transaction price is due accounted for as separate performance obligations. In this case, the transaction price willbeallocated to services, amongst others. The hotel packages offered considered distinct goods and services and are therefore The Group sells hotel packages to customers which include hotel stay, breakfast, spa services, golf club the relatedservicesarerendered. Revenue from operations of a hotel is recognised in the accounting period in which the accommodation and Rendering ofservices–hotel income Year ended31December2015 3.14 3.13 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe determination ismade. adequacy of existing tax liabilities; such changes to taxliabilitieswillimpact expense in the period that such a future events. New information may become available that causes the Group to change its judgement regarding the prior experience. This assessment relieson estimates and assumptions andmay involve a series of judgements about are adequate for allopentaxyears based onitsassessment of many factors, including interpretations of taxlawand positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities In determiningtheamount of currentanddeferredtax,theGrouptakes into accounttheimpactofuncertain tax tax benefitwillberealised. assets are reviewedateachreportingdateandreducedtotheextent that it isnolongerprobablethattherelated tax Deferred utilised. be can they which against available the be will profits to taxable future differences, that probable temporary is it deductible that extent and credits tax losses, tax unused for recognised is asset tax deferred A simultaneously. but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised and liabilities tax assets, current and they offset relate to taxes to levied by the right same tax authority enforceable on the same legally taxable entity, or a on different tax is entities, there if offset are liabilities and assets tax Deferred enacted atthereportingdate. substantively or enacted been have that laws the on based reverse, they when differences temporary to applied be be recoveredthrough sale has not been rebutted. Deferred tax is measured at the tax rates that are expected to property thatismeasured at fairvalue, the presumptionthat the carryingamount of theinvestment property will expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For investment Group the which in manner the follow would that consequences tax the reflects taxes deferred of measurement The • • for financialreportingpurposesandtheamountsusedtaxationpurposes.Deferredtaxisnotrecognisedfor: liabilities and assets of amounts carrying the between differences temporary of respect in recognised is tax Deferred enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates income. the extent that it relates to a business combination, or items recognised directly inequityorother comprehensive Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to Tax position. either as loss net or basis gain a net in a net are movements currency foreign whether on depending on expense finance or income reported finance are liabilities financial and assets financial on losses and gains currency Foreign Finance incomeandfinance costs(cont’d) the foreseeablefuture. in reverse not will they that probable is it and difference temporary the of reversal the of timing the control to temporary differences related to investments in subsidiaries and associates to the extent that the Group is able business a not combination andthataffectsneitheraccountingnortaxableprofitorloss; is that transaction a in liabilities or assets of recognition initial the on differences temporary Year ended31December2015 67 GSH CORPORATION LIMITED ANNUAL REPORT 2015 68 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 3.17 3.16 3.15 Significantaccountingpolicies (cont’d) 3 Segment capitalexpenditureisthetotalcostincurredduring theyeartoacquireproperty,plantandequipment. Company’s headquarters),headofficeexpenses,andtax assetsandliabilities. those that canbeallocatedonareasonable basis. Unallocated items comprise mainly corporate assets (primarily the Segment results that are reported to the management include items directly attributable to a segment as well as financial informationisavailable. make decisions aboutresources to beallocatedthesegment and assess its performance, and forwhichdiscrete components. All operating segments’ operating results are reviewedregularlybythe management of the Company to and incurexpenses, including revenues and expenses that relatetotransactions with anyoftheGroup’sother An operating segment is a component of the Group that engages in business activities from which it may earn revenues Segment reporting ordinary shares. and theweighted shareholders potential dilutive all toordinary of effects the for held, shares own for adjusted outstanding, attributable shares ordinary of number average loss or profit the adjusting by determined is EPS Diluted of ordinarysharesoutstandingduringtheyear,adjustedforownheld. number weighted-average the by Company the of shareholders ordinary to attributable loss or profit the dividing by The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated Earnings pershare profit orlossisre-presentedasiftheoperationhadbeendiscontinuedfromstartofcomparativeyear. of statement comparative the operation, discontinued a as classified is operation an When earlier. if sale, for held as Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified • • • be can which of clearly distinguishedfromtherestofGroupandwhich: flows cash and operations the business, Group’s the of component a is operation discontinued A Discontinued operations is asubsidiaryacquiredexclusively withaviewtoresale. of area geographical operations; or or business of line major separate a of dispose to plan co-ordinated single a of part is represents aseparatemajor lineofbusinessorgeographical areaofoperations; Year ended31December2015 3.18 Significantaccountingpolicies (cont’d) 3 Finacial Statemets Notes tothe on itsfinancialstatements. new reporting framework. The Group is currently assessing the impact of transitioning to the new reporting framework companies listed onSGXwillhavetoassess the impactofIFRS1:First-timeadoptionwhentransitioning to the Financial Reporting Standards (“IFRS”) for financial years ending 31 December 2018 onwards. Singapore-incorporated International the to identical framework reporting financial new a apply will (SGX) Exchange Singapore the on listed The Accounting Standards Council (ASC)announced on 29 May 2014 that Singapore-incorporated companies Groupandthe the to toberelevant Company. TheGroupdoesnotplantoadoptthisstandardearly. isexpected standard This instruments. financial for accounting in Company the and Group the by applied guidance and standards accounting existing the change will effective, when 109, FRS requirements. accounting hedge general new and assets, financial on impairment calculating for model loss credit expected new a Measurement. Recognition and It includes revised guidance on classification and measurement of financial instruments, by theGroupon1January 2018. Instruments: FRS 109 replaces mostoftheexistingguidanceinFRS39Financial These new standards include, among others, FRS 109 the Company. and Group the of statements financial the on interpretations and standards new these adopting of impact potential in asexplained the assessing currently is Group except The standard. statements, reporting financial new financial a of these adoption the addresses preparing which 2.5, in note applied been not have and 2015, January 1 after A number of new standards, amendments to standards and interpretations are effective for annual periods beginning New accountingstandards andinterpretationsnotyetadopted Financial Instruments which is mandatory for the adoption Year ended31December2015 69 GSH CORPORATION LIMITED ANNUAL REPORT 2015 70 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 4 Property, plant and equipment

At valuation At cost Hotel and other Golf club operating and hotel Golf course equipment, buildings, renovation office improvements and equipment Motor Leasehold Leasehold and operating and furniture vehicles Assets under Note building land renovation equipment and fittings and vessels construction Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group Cost and valuation At 1 January 2014 4,831 – – – 1,004 788 – 6,623 Additions – – 3,703 1,020 1,948 3 – 6,674 Disposals/Write-off – – – (150) (555) (57) – (762) Disposal – Discontinued operation 22 – – – – (629) (438) – (1,067) Acquisition through business combinations 26 – 215,759 236,504 1,697 41,196 931 – 496,087 Reclassifications to investment property 5 (4,905) – – – – – – (4,905) Effect of movements in exchange rates 74 (4,082) (4,495) (54) (790) (18) – (9,365) At 31 December 2014 – 211,677 235,712 2,513 42,174 1,209 – 493,285 Additions – – 2,592 468 1,265 748 667 5,740 Disposals/Write-off – – – – (58) (382) – (440) Effect of movements in exchange rates – (27,395) (30,230) (351) (5,663) (2) (41) (63,682) At 31 December 2015 – 184,282 208,074 2,630 37,718 1,573 626 434,903 Year ended31December2015 Finacial Statemets Notes tothe 4 Property, plant and equipment (cont’d) At valuation At cost Hotel and other Golf club operating and hotel Golf course equipment, buildings, renovation office improvements and equipment Motor Leasehold Leasehold and operating and furniture vehicles Assets under Note building land renovation equipment and fittings and vessels construction Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group Accumulated depreciation and impairment losses At 1 January 2014 – – – – 779 615 – 1,394 Acquisition through business combination 26 – 614 1,260 58 33,114 574 – 35,620 Depreciation charge 27 2,158 4,427 239 1,920 162 – 8,933 Disposals/Write-off – – – (150) (406) (34) – (590) Disposal – discontinued operation 22 – – – – (514) (366) – (880) Reclassifications to investment property 5 (27) – – – – – – (27) Effect of movements in exchange rates – (59) (125) (4) (650) (12) – (850) At 31 December 2014 – 2,713 5,562 143 34,243 939 – 43,600 Depreciation charge – 2,516 5,657 443 2,089 216 – 10,921 Disposals/Write-off – – – – (47) (382) – (429) Effect of movements in exchange rates – (505) (854) (42) (4,768) (84) – (6,253) At 31 December 2015 – 4,724 10,365 544 31,517 689 – 47,839

Carrying amounts Year ended31December2015 At 1 January 2014 4,831 – – – 225 173 – 5,229 At 31 December 2014 – 208,964 230,150 2,370 7,931 270 – 449,685 At 31 December 2015 – 179,558 197,709 2,086 6,201 884 626 387,064 71 GSH CORPORATION LIMITED ANNUAL REPORT 2015 72 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 4 The carryingamountsofproperty,plantandequipmentunder financeleaseisasfollows: Assets heldunderfinancelease operations. of results and condition financial Group’s the on impact adverse material a have could losses impairment resulting assets, require the Group to make estimates and assumptions that can materially affect the financial statements. Any determination of future cash flows expected to be generated from the continued use and ultimate disposition of such Determining thevalueinuseofproperty,plantandequipmentotherlong-livedassets, which requirethe indication of impairment. If any such indication exists, the asset’s recoverable amount or value in use is estimated. The Group reviews the carrying amounts of the assets as at each reporting date to determine whether there is any Impairment losses At 31December2015 At 31December2014 At 1January2014 Carrying amounts At 31December2015 Disposals Depreciation charge At 31December2014 Depreciation charge At 1January2014 Accumulated depreciation At 31December2015 Disposals Additions At 31December2014 Additions At 1January2014 Cost Company Property, plantandequipment(cont’d) Office equipment Motor vehicles $’000 2015 995 941 54 Group and furniture and fittings equipment Office $’000 $’000 2014 391 381 205 147 277 110 167 167 10 72 52 20 20 – – – – –

vehicles At cost Motor $’000 $’000 2015 Year ended31December2015 577 653 653 (29) (29) 10 76 86 19 19 29 29 – – – – – – Company $’000 $’000 Total 2014 782 157 148 930 138 763 196 196 10 10 (29) (29) 39 39 – – – – 5 4 Finacial Statemets Notes tothe Change infairvalue At 1January The followingtableshowsthereconciliationfromopening balancestotheclosingforLevel3fairvalues. Level 3fairvalue 3 fairvaluebasedontheinputstovaluationtechnique used(note2.4). The fairvalue measurement for investment property of$8,089,000 (2014: $5,370,000) has been categorisedas a Level property being valued. of category and location the in experience recent and qualifications professional recognised appropriate The fair value of investment property was determined by an external, independent valuation company, having Fair valuehierarchy Changes infairvaluesarerecognisedasgainsprofitorlossandincluded‘otherincome’. rental income.ThepropertyissituatedinJebelAliFreeZoneArea,Dubai. Investment property comprise commercial property leased to external customers, held for capital appreciation and At 31December Effect ofmovementsinexchangerates Reclassification fromproperty,plantandequipment Investment property party. property, becauseitwasnolongerusedbytheGroupanddecidedthatbuildingwouldbeleasedtoathird In 2014, the carrying amount of the leasehold building amounting to $4,878,000 was transferred to investment Leasehold building are $195,349,000) (2014: $167,874,000 of amounts pledged assecuritytosecurebankloans(seenote15). carrying with Group the of properties 2015, December 31 At Security Property, plantandequipment(cont’d) Translation differencesonconsolidation Changes infairvalue Reclassification fromproperty, plantandequipment At 1January At 31December Note 19 4 $’000 $’000 Year ended31December2015 2015 2015 2,292 5,370 8,089 2,292 5,370 8,089 427 427 – – Group Group $’000 $’000 2014 2014 4,878 5,370 4,878 5,370 472 472 20 20 – – 73 GSH CORPORATION LIMITED ANNUAL REPORT 2015 74 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 6 Subsidiaries 5 The movementintheallowanceforimpairmentofinvestmentssubsidiariesareasfollows: Less: Allowanceforimpairmentinvestments less operatingexpenses. to aproperty’syearlygrossincome market capitalisationrate.NOIisequal net operatingincome(“NOI”)bythe is derivedbydividingaproperty’s of value.Thevaluetheproperty income expectancyintoanindication convert anestimateofasingleyear’s valuation modelisamethodusedto Direct incomecapitalisation:The Equity investmentatcost Investments insubsidiaries At endoftheyear Amount reversed At beginningoftheyear Valuation techniques The followingtableshowsthekeyunobservableinputsusedinvaluationmodels: Valuation techniqueandsignificantunobservableinputs Investment property(cont’d) • • • Significant unobservableinputs sq feet) $6 persqfeet(2014:$3-$6 Expected operatingexpenses: $3- sq feet) $15 persqfeet(2014:$11-$12 Expected grossrentalincome: $14- 11%-12%) Capitalisation rate: 11%-12% (2014:

• • • increase (decrease)ifthe: The estimatedfairvaluewould measurement unobservable inputandfairvalue Inter-relationship between lower (higher). expected operatingexpenses is higher (lower);or expected grossrentalincome is (higher); capitalisation rateislower $’000 2015 $’000 Year ended31December2015 2015 193 193 – – – – Company Company (4,682) $’000 2014 $’000 4,682 2014 193 193 – – 6 Finacial Statemets Notes tothe GSH (Xiamen)PropertyDevelopmentPteLtd Subsidiaries Name ofSubsidiary Details ofsubsidiariesareasfollows: Subsidiaries (cont’d) Mewabumi SdnBhd Plaza VenturesPteLtd Ocean ViewPointPteLtd Ocean ViewVenturesPteLtd Borneo VenturesPteLtd GSH (Xiamen)PropertyHoldingsPteLtd GSH Properties(Malaysia)PteLtd GSH PropertiesPteLtd GSH (Xiamen)InvestmentsPteLtd Sutera HarbourTravelSdnBhd The LittleShopSdnBhd Sutera HarbourResortSdnBhd The SuteraHarbourGroupSdnBhd Investasia SdnBhd Xing AsiaCompelSdnBhd Linyi PropertiesSdnBhd City ViewVenturesSdnBhd MXIM HoldingPteLtd 2 2 1 1 1 2 2 1 1 2 2 1 2 2 1 1 2 1 1 Principal activities Investment holding Investment holding Investment holding Investment holding Upmarket trainservices convenience items souvenirs and Retailing ofclothing, Investment holding Investment holding Property development Investment holding Property development Investment holding Property development Investment holding Property development Investment holding Investment holding Investment holding Investment holding incorporation Country of Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Year ended31December2015 held bytheGroup Effective equity 2015 77.5 77.5 77.5 77.5 67.5 67.5 75.0 75.0 79.4 51.0 100 100 100 100 100 100 100 100 100 % 2014 77.5 77.5 77.5 77.5 67.5 67.5 75.0 75.0 79.4 51.0 100 100 100 100 100 100 100 100 100 % 75 GSH CORPORATION LIMITED ANNUAL REPORT 2015 76 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 6 Mainfield HoldingLtd Altheim InternationalLtd GSH InvestmentLimited GSH (MiddleEast)PteLtd Sutera YachtServicesSdnBhd Advanced PrestigeSdnBhd Eastworth SourceSdnBhd 4 3 2 1 Name ofSubsidiary Subsidiaries (cont’d) Sutera HarbourGolf&CountryClubBerhad Subsidiaries The Companyis consideredasubsidiary oftheGroupbyvirtuemanagement controloverfinancialand operatingpoliciesofthecompany. Not requiredto be auditedinaccordance withthelawsofcountryincorporation Audited byKPMG,Malaysia Audited byKPMGLLP,Singapore 3 3 3 3 2 2 2,4 2 Hotel operation Hotel operation facilities clubhouse andother marina togetherwith hole golfcourseanda Operation ofa27- Investment holding Investment holding Investment holding Investment holding services related bunkering Sale offuelandother Principal activities incorporation British Virgin British Virgin British Virgin Country of Hong Kong Malaysia Malaysia Malaysia Malaysia Islands Island Island Year ended31December2015 held bytheGroup Effective equity 2015 77.5 77.5 77.5 67.5 75.0 23.2 100 100 % 2014 77.5 77.5 77.5 67.5 75.0 100 100 % – 7 Finacial Statemets Notes tothe (i) Properties inthecourseofdevelopmentandpropertyfor the Groupasdisclosedinnote15. Certain development properties ofthe Group aremortgaged to the banks as collateral forcreditfacilities provided to Securities Total Properties fordevelopmentrepresentingmainlyland,atcost Total propertiesinthecourseofdevelopment Less: Progressbilling – – Sold units – – Contract costs Unsold units Properties inthecourseofdevelopment Development propertiescomprisethefollowing: Development properties Attributable profit Cost Fulfilment cost Capitalised commission allowance forforeseeablelossesisrecognised. to beincurredtaking into consideration historical trends of the amounts incurred. Asat the reporting date, no contracted amounts and, in respect of amounts not contracted for, management’s estimates of the amounts or comparable projects and prevailing market conditions. The estimated total construction costs are based on construction costs. The estimated selling prices are based on recent selling prices for the development project for foreseeable losses is estimated after taking into account estimated selling prices and estimated total The Groupassesses at everyreportingwhetheranyallowanceforforeseeable losses is required.Theallowance capitalised atratesrangingfrom2.9%to5.7%(2014:2.2% to5.7%)perannum. The amount relates primarily tocost attributable to the unsold units. Borrowing costs of the Group have been Unsoldunits 757,700 186,973 570,727 108,236 517,857 Year ended31December2015 (65,352) $’000 42,884 29,510 78,726 2015 9,986 9,712 274 Group 767,827 767,827 $’000 2014 – – – – – – – – – – 77 GSH CORPORATION LIMITED ANNUAL REPORT 2015 78 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 7 (iv) (iii) (ii) Development property(cont’d) Balance at1January2015 2015 Revenue recognisedduringtheyear Balance at31December2015 Progress billingsduringtheyear Significant changesinthebalanceduringperiodareasfollows: are achieved. receivable when the right to bill becomes unconditional. This typically occurs when the construction milestones The amount represents the gross unbilledamount for workcompletedtodate. The amount is transferred to Sold units recorded. was impairment no and amortised was $46,784,000 2015, In recognised. are revenue related the when loss or profit the to amortised are and recoverable be to expected are costs These 2015. December 31 at as cost Land related costs that are attributable to the sold units amounting to $56,496,000 are capitalised as fulfilment Fulfilment cost $1,316,000 ofthecapitalisedcommissionfeeswasamortisedandnoimpairmentrecorded. Capitalised commission fees are amortised when the related revenue is recognised. In 2015, an amount of December 2015. contracts to berecoverable. The Group has therefore capitalised them in the amount of $1,590,000 at 31 Management expects the incremental commission fees paid to property agents as a result of securing sale Capitalised commission 78,726 78,726 $’000 Cost – – Attributable profit Contract assets 29,510 29,510 $’000 – – Year ended31December2015 progress billing Cumulative (65,352) (65,352) $’000 – – 8 Inventories 7 Finacial Statemets Notes tothe Aggregate amountofthetransactionpriceallocatedtosale b) a) Aggregate amountofthetransactionpriceallocatedtogolfclub h cs o ivnois s eonsd s xes ad nldd n cs o sls aone t $,0,0 (2014: which itisincludedincostofsales. $6,305,000 to amounted sales” of “cost in included $5,018,000). In 2015, the Group has reversed an allowance of $27,000 (2014: recognised an allowance of $159,000) and expense as recognised is inventories of cost The Merchandise Spare partsandconsumables Food andbeverage are unsatisfied(orpartiallyunsatisfied)atthereportingdate. The following tableincludes revenue expected toberecognisedinthe future related to performance obligations that Transaction priceallocatedtotheremainingperformanceobligations Development property(cont’d) unsatisfied asat31December development propertiesforcontractsthatarepartiallyorfully 31 December membership contractsthatarepartiallyorfullyunsatisfiedasat be recognisedasrevenueduringthenextreportingperiod. to 2015 December 31 at as contracts unsatisfied the to allocated price transaction full the expects Group The 2015 willberecognisedasrevenueforeachfinancialyearuntil2055. The Group expects that 2.5% of the transaction price allocated to the unsatisfied contracts as at 31 December Note b a $’000 22,789 22,468 Year ended31December2015 2015 $’000 1,055 2015 531 445 321 79 Group Group $’000 2014 $’000 1,051 2014 114 374 563 – – – 79 GSH CORPORATION LIMITED ANNUAL REPORT 2015 80 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 9 below: The maximum exposure to credit risk for loans and receivables at the reporting date by business segment is set out Exposure tocreditrisk fully receivedon2March2015. was balance The 2014. December 31 ended year financial the during subsidiaries of disposal the from arising party Included inotherreceivablesaretheconsiderationof$9,003,000 as at31December2014 from athird Prepayments Advances tosuppliers Other receivables Interest receivables Deposits Less: Allowancefordoubtfulreceivables Trade receivables Past due31to60days Past duelessthan30days Group Past dueover60days Trade andotherreceivables Hotel operations Trading anddistribution Rental properties Property development Others The ageingofloansandreceivablesthatwerepastdueat the reportingdateisasfollows: Impairment losses 21,898 28,249 Gross $’000 $’000 2015 4,060 2,261 29,536 28,249 23,536 23,605 1,577 2,404 $’000 309 250 635 2015 30 76 607 680 732 – (69) Group 2015 Group impairment Individual 16,119 $’000 $’000 2014 4,037 9,003 2,552 17,931 16,119 10,315 1,478 1,905 2,421 2,560 $’000 2014 527 (139) (13) (39) (55) 850 962 (3) – Gross $’000 $’000 Year ended31December2015 2015 2,261 2,261 2,317 2,261 2,247 $’000 2015 567 122 785 96 56 14 – – – – – – – – – Company Company 2014 impairment Individual 11,590 11,555 11,555 $’000 $’000 2014 9,006 1,478 1,071 $’000 9,003 2,552 2014 (121) (139) (18) 35 – – – – – – – – 10 9 Finacial Statemets Notes tothe Amounts duefromrelatedparties Amounts duefrom/(to) relatedparties change inthecreditquality. Trade receivables that were not past due relate to a wide range of customers for whom there has not been a significant losses isinherentintheGroup’stradeandotherreceivables. Due tothisfactor,management believes that no additionalcreditrisksbeyondthe amounts for collection provided The Group’s historical experience in the collection of trade and other receivables falls within the recorded allowances. At 31December Effect ofmovementsinexchangerates Impairment lossreversed Disposal –discontinuedoperation Acquired inbusinesscombination Non-trade amountsduetonon-controlling Non-current Amounts duetorelatedparties Non-trade amountsduefromsubsidiariesareunsecured,interest-freeandrepayableondemand. Non-trade amountsduefromsubsidiaries The changeinimpairmentlossesrespectoftradereceivableduringtheyearisasfollows: Trade andotherreceivables(cont’d) – subsidiaries Non-trade amountsdueto: Current – At 1January interests non-controlling interests 71,867 71,867 71,867 $’000 $’000 2015 2015 – – – Group Group 104,499 19,787 84,712 84,712 $’000 $’000 2014 2014 – – 292,300 13,472 13,472 13,472 $’000 $’000 $’000 Year ended31December2015 2015 2015 2015 139 (26) (44) 69 – – – – Company Company Group 262,978 $’000 $’000 $’000 2014 2014 2014 (794) (259) 7,136 7,136 7,136 139 933 259 – – – 81 GSH CORPORATION LIMITED ANNUAL REPORT 2015 82 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 11 10 Cash andcashequivalents demand. Non-trade amounts due tosubsidiaries and non-controlling interests are unsecured, interest-free and repayableon (b) (a) The non-tradeamountsduetonon-controllinginterestscomprisedthefollowing: Amounts duefrom/(to) relatedparties(cont’d) Cash atbankandonhand Fixed depositswithfinancialinstitutions Cash andcashequivalentsinthestatements Deposits pledged Cash andcashequivalentsinthestatement Included in the deposits pledged are fixed deposits of $42,000 (2014: $140,000) which are pledged to banksfor pledged are which $140,000) (2014: security againstnon-paymentofcustomdutiesandstaff salaries ofthesubsidiaries. of $42,000 deposits fixed are pledged deposits the in Included Deposits pledgedrepresent bank balances of the Company pledged as security toobtaincreditfacilities (see note 15). annum. to cash and cash equivalents as at the reporting date for the Group is 0.19% to 4.03% (2014: 0.59% to 3.95%) per Interest rates are repriceable as and when notified by the banks. The weighted average effective interest rates relating of $12,265,000fromthefixeddepositandchangesinfairvaluefinancialderivative$12,356,000. exposure was fully hedged with a financial derivative. Consequently, the Group recorded an unrealised exchange gain The Group hadentered into a United States Dollars (“USD”) deposit arrangement with a bank. The foreign exchange of financialposition of cashflows purchase andconstructionofdevelopmentproperty. to relate $64,925,000) (2014: $54,643,000 to amounting interest non-controlling to due amounts non-trade shareholder fortheacquisitionofsubsidiaries. consideration payable of$17,224,000 (2014: $39,574,000) as at 31 December 2015 to anon-controlling

(286,943) 343,937 366,723 22,786 79,780 $’000 2015 Group (268,145) 362,286 385,887 117,742 23,601 $’000 2014 (269,224) 323,326 326,180 56,956 $’000 Year ended31December2015 2015 2,854 Company (254,679) 303,179 312,442 57,763 $’000 2014 9,263 12 Finacial Statemets Notes tothe Attributable toownersoftheCompany Total loansandborrowings Neither theCompanynorany ofitssubsidiariesaresubjecttoexternallyimposedcapital requirements. and 2014. No changes were made totheaboveobjectives,policiesandprocessesduring theyearended31December2015 Net debtequityratio(excluding non-controllinginterest) Net debtequityratio Total equity Net debt Attributable tonon-controllinginterests Attributable toownersoftheCompany Less: Cashandcashequivalents Attributable tonon-controllinginterests At 1January Issued andfullypaidordinaryshares: At 31December Effect ofsharesconsolidation* * purpose, adjusted net debt is defined as total loans and borrowings less cash and cash equivalents. Totalequity cashequivalents. and cash less andborrowings includes equityattributabletoholdersoftheCompanyandreserves. loans total as defined is debt net adjusted purpose, The Group monitorscapitalusinga net debt equityratio, which isadjusted net debt dividedbytotal equity. For this creditor andmarketconfidence,tocontinuemaintainthefuturedevelopmentgrowthofbusiness. The Group’sprimaryobjectiveincapitalmanagement is tomaintain astrongcapitalbasesoastomaintain investor, Capital management rank equallywithregardtotheCompany’sresidualassets. dividends asdeclaredfromtimetotime, and areentitledtoonevotepershare at meetings of theCompany. All shares All issued ordinaryshares are fullypaid,withnoparvalue. The holdersofordinaryshares are entitledtoreceive Share capital ordinary share. one into Company the of shares ordinary issued existing five every of consolidation share a completed has Company the 2015, September 1 On (7,908,144,200) 9,885,180,250 1,977,036,050 shares No. of 2015

Group andCompany 343,458 343,458 $’000 – (366,723) (351,246) 899,656 453,113 532,933 648,568 250,088 (15,477) $’000 Year ended31December2015 2015 0.83 1.18 9,885,180,250 9,885,180,250 shares No. of Group 2014

(385,887) (354,628) 958,981 – 686,104 466,819 573,094 272,877 (31,259) $’000 2014 343,458 343,458 0.88 1.23 $’000 – 83 GSH CORPORATION LIMITED ANNUAL REPORT 2015 84 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 12 13 Reserves Asset revaluationreserve For theyearended31December The following exempt (one-tier) dividends in respect of the previous financial year was paid by the Group and Company: Dividends Share capital(cont’d) 0.05 centsperqualifyingordinaryshareafterconsolidation(2014: 0.05 centsperqualifyingordinarysharebeforeconsolidation Paid bytheCompanytoownersof Translation reserve exempt (one-tier)dividendshavenotbeenprovidedfor. Subsequent to the reporting date, the following exempt (one-tier) dividendswereproposedbythe directors. These The currency translation reserve represents exchange differences arising from the translation of the financial of the translation from arising differences exchange statements offoreignoperations. represents reserve translation currency The Translation reserve revaluation the in reserve istransferredtoretainedearnings. included amount related any sold, is equipment and plant property, as classified previously was income. In 2014, the leasehold building was transferred to investment property. When an investment property that extent that such decrease relates to an increase in the same asset previously recognised in other comprehensive Asset revaluation reserve represents increases in the fair value of leasehold building, net of tax, and decreases to the Asset revaluationreserve cents perqualifyingordinarysharebeforeconsolidation) (2014: Nilcents)

(32,575) (36,707) 4,943 Year ended31December2015 $’000 $’000 $’000 2015 2015 2015 Group andCompany Group andCompany 989 4,132 Group 4,943 $’000 $’000 $’000 2014 2014 2014 (4,462) (8,594) 4,132 – 14 Finacial Statemets Notes tothe Significant changesinthecontractliabilitiesbalancesduringperiodareasfollows: recognised overthemembershipterm. The deferred income relates to the upfront golf membership fees received from customers for which revenue is of properties.TheCompanyreceivedtheconsiderationonbehalfasubsidiary. In 2015, the Company received an amount of $16,924,000, relating to the advance consideration received for the sale The Group andthe Company’s exposures to liquidityriskrelatedtradeandother payables are disclosed innote 31. Current Non-current Deferred income Advance paymentsfromcustomers Other payables Exchange differences Business combination Increases duetocashreceived,excludingamountsrecognisedasrevenueduring Revenue recognisedthatwasincludedinthecontractliabilitybalanceat Rental andotherdeposits Accrued operatingexpenses Trade payables Trade andotherpayables the year beginning oftheperiod $’000 2015 50,029 49,158 50,029 21,258 15,931 3,938 7,613 871 321 968 Group $’000 2014 28,623 28,623 28,623 10,071 4,638 5,574 5,608 2,732 – – Year ended31December2015 $’000 $’000 2015 2015 18,551 15,971 20,830 20,830 20,830 16,924 (1,889) 3,462 (691) 439 Company 5 – – – – Group $’000 $’000 2014 2014 1,117 5,338 4,771 4,195 4,195 4,195 3,854 (393) (157) 341 – – – – – 85 GSH CORPORATION LIMITED ANNUAL REPORT 2015 86 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 15 liabilities. as classified are shares preference redeemable the that determined has Group the such, As date. redemption the at Harbour Golf&CountryClubBerhad.TheGrouphas the obligationtopayatparvalue to preferenceshareholders The redeemable preference shares are mandatorily redeemable at par on 31 December 2091 by a subsidiary, Sutera Sutera HarbourGolf&CountryClubBerhad’sresidualassets. Redeemable preference shares do not carry the right to vote and rank equally with other shares with regard to the Classification ofredeemablepreferenceshares After 5years After 1yearbutwithin5years Within 1year Maturities ofliabilities(excludingfinance Total loansandborrowings Unamortised transactioncost Finance leaseliabilities Secured bankloans Current liabilities Redeemable preferenceshares Unamortised transactioncost Finance leaseliabilities Secured bankloans Non-current liabilities Loans andborrowings preference shares) lease liabilitiesandredeemable 898,239 495,572 311,712 899,656 312,237 312,860 587,419 587,931 $’000 2015 90,955 (1,652) (900) 277 425 715 Group 958,085 565,271 270,766 958,981 270,882 122,048 270,766 688,099 689,467 $’000 2014 (2,148) 116 488 292 – Year ended31December2015 256,900 256,900 256,900 256,900 256,900 $’000 2015 Company – – – – – – – – – 254,000 254,000 254,031 254,025 254,000 $’000 2014 25 6 6 – – – – – – 15 Finacial Statemets Notes tothe Secured bankloans At 31December2015 Group Secured bankloans At 31December2014 Total loansandborrowings Secured bankloans At 31December2015 Company Total loansandborrowings Redeemable preferenceshares Finance leaseliabilities 1 Total loansandborrowings Finance leaseliabilities Secured bankloans At 31December2014 Total loansandborrowings Terms andconditionsofoutstandingloansborrowingsareasfollows: Terms anddebtrepaymentschedule Loans andborrowings(cont’d) Redeemable preferenceshares Finance leaseliabilities Finance leaseliabilities Secured bankloans Secured bankloans

(e) (d) (c) (b) (a) The loans aresecuredby: guarantees executedbydirectors ofasubsidiary; shareholders orrelatedparties; claim over repayment of existing and future loan and advances made to a subsidiary bythe subsidiary’s purchase agreemententeredbyasubsidiary; an assignment of all rights, titles and interest in connection with tenancy agreement and sales and withacarrying property development subsidiaries’ certain amount of$696,380,000(2014:$698,708,000); the Group’s over mortgage legal first a pledged fixeddepositof $286,943,000(2014:$268,145,000) bytheGroup; 2 2 1 1 1 1

Currency MYR MYR MYR MYR MYR MYR SGD SGD SGD SGD SGD SGD interest rate per annum 5.55 –6.01 1.37 –3.53 1.76 –4.0 Nominal 5.5 –8.9 0.4 –3.7 0.4 –0.7 1.37 3.73 NIL 2.3 2.3 Nil % 2017 –2024 2017 –2024 2016 –2017 2015 –2017 2020 –2021 maturity Year of Year ended31December2015 2016 2016 2015 2016 2091 2091 2018 Carrying 899,656 958,981 254,031 256,900 254,000 256,900 232,239 264,085 666,000 694,000 amount $’000 425 488 377 992 31 31 87 GSH CORPORATION LIMITED ANNUAL REPORT 2015 88 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 15 Finance leaseliabilitiesarerepayableasfollows: Finance leaseliabilities 1 Terms anddebtrepaymentschedule(cont’d) Loans andborrowings(cont’d) 2 Within 1year At 31December2015 Group Within 1year At 31December2014 After 1yearbutwithin5years After 1yearbutwithin5years Within 1year At 31December2014 Company After 1yearbutwithin5years

(m) (l) (k) (j) (i) (h) (g) (f) The loans aresecuredby: (cont’d) Pledged fixeddepositof $269,224,000 (2014:$254,679,000) by theCompany. shortfalls intheGroup’scertainsubsidiariesdebtserviceobligations. an undertaking from the Company to provide additional funds/advances required to meet any cashflow a firstlegalchargeover certain debtservicereserveaccount; and connection withtheGroup’scertainsubsidiaries’developmentproperty; in assets future and present its all generally over charge floating and fixed a incorporating debenture a Bhd anditssubsidiaries; assignment of revenues or sales proceeds from the assets and properties of Sutera Harbour Resort Sdn (2014: amount of$167,874,000 carrying witha land hotel $195,349,000); theGroup’s over mortgage legal first a Harbour TravelSdnBhd,TheLittleShopBhdandSuteraGolfCountryClubBerhad; the Sutera HarbourResortSdnBhd;AdvancedPrestige Sdn Bhd,Eastworth Source SdnBhd,Sutera of assets future and present its all generally over charge floating and fixed a incorporating debenture Sdn Bhd,SuteraHarbourTravelBhdandTheLittleShopBhd; the Group’s shares in Sutera Harbour Resort Sdn Bhd, Advanced Prestige Sdn Bhd, Eastworth Source corporate guaranteesexecuted bytheCompany; Principal $’000 277 116 992 715 408 292 25 31 6 Interest Year ended31December2015 $’000 138 108 55 33 83 75 1 3 4 Payments 1,130 $’000 332 149 798 516 367 28 35 7 Finacial Statemets Notes tothe 16 Deferred tax assets and liabilities

Movements in the deferred tax assets and liabilities of the Group (prior to offsetting of balances) during the year are as follows:

Recognised Effect of Recognised Effect of At in profit Acquired movements At in profit movements At 1 January or loss in business Discontinued in exchange 31 December or loss in exchange 31 December 2014 (note 21) combinations operation rates 2014 (note 21) rates 2015 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group

Deferred tax assets Unutilised tax losses 48 – 787 (48) (15) 772 228 (14) 986 Unutilised deductible temporary differences 81 (3,616) 9,609 (81) (63) 5,930 (1,778) (580) 3,572 Inventories 51 – – (51) – – – – – Trade and other receivables 2 – – (2) – – – – – 182 (3,616) 10,396 (182) (78) 6,702 (1,550) (594) 4,558

Deferred tax liabilities Property, plant and equipment – 3,379 (78,994) – 1,405 (74,210) 2,698 9,341 (62,171) Development properties – – – – – – (5,017) – (5,017) – 3,379 (78,994) – 1,405 (74,210) (2,319) 9,341 (67,188) Year ended31December2015 89 GSH CORPORATION LIMITED ANNUAL REPORT 2015 90 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 7 Derivativesfinancial liabilities 17 16 operates. assethasbeen tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the Group deferred whichno butfor arose losses the recognised duetouncertainty of theirrecoverability.Theuse of taxlosses is subjecttotheagreement by thetax which in companies the of profits taxable future against offset for available are losses tax The statements. financial the in included been not have benefits tax related which for 2015 December 31 at as $13,634,000) (2014: $15,899,000 of losses tax unutilised certain has Group The Unrecognised deferredtaxassets Deferred taxliabilities – Non-hedging instruments Group andCompany after appropriateoffsetting,areincludedinthestatementoffinancialpositionasfollows: assets tax current off set to right enforceable legally against current taxliabilitiesandwhenthedeferredtaxes relate tothesame tax authority. The amounts, determined a is there when offset are liabilities and assets tax Deferred Deferred taxassetsand liabilities(cont’d) Forward exchangecontracts Contract/ notional amount 269,224 $’000 2015 (Liabilities) (12,790) Assets/ $’000 62,630 Contract/ $’000 Year ended31December2015 notional 2015 amount 37,837 $’000 Group 2014 (Liabilities) 67,508 Assets/ $’000 2014 $’000 (434) 19 18 Revenue Finacial Statemets Notes tothe Other income Products andservicestransferredover Products transferredatapointintime Timing ofrevenuerecognition Others Sale ofdevelopmentproperties Sale ofgoods Golf clubrelatedincome Hotel income Major productsandserviceslines Singapore Malaysia Primary geographicalmarkets reportable segments(seenote25). and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with Group’s In thefollowingtable, revenue is disaggregated by primarygeographical market, major product andservices lines Others Gain ondisposalofproperty,plantandequipment – inventories – Reversal ofallowanceon: Recovery ofexpensesfromnon-controllinginterests Change infairvalueofinvestmentproperty Gain onbargainpurchasearisingfrombusinesscombination Rental income time trade receivables 18,938 53,716 18,938 53,716 34,778 27,865 53,716 53,716 6,261 $’000 2015 652 Hospitality – – 42,677 15,868 42,677 26,809 15,868 20,959 42,677 42,677 5,171 $’000 2014 679 – – 108,236 108,236 108,236 108,236 108,236 108,236 $’000 2015 – – – – Property – Note 26 $’000 2014 – – – – – – – – – – – $’000 2015 Year ended31December2015 9,035 2,292 5,993 496 84 27 44 99 161,952 143,014 161,952 108,236 161,952 108,236 – 18,938 18,938 53,716 27,865 6,261 $’000 2015 Group 652 Total 78,153 65,937 $’000 2014 42,677 15,868 9,745 42,677 26,809 15,868 20,959 42,677 42,677 5,171 $’000 265 794 940 472 2014 679 – – – – 91 GSH CORPORATION LIMITED ANNUAL REPORT 2015 92 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 20 – Net foreignexchangegainarisingfrom: Finance costs Finance income – others Net changeinfairvalueoffinancialderivatives Interest income – Interest expenseson: – Amortisation oftransactioncostspreviouslycapitalised – Net changeinfairvalueoffinancialderivatives Finance costs Net foreignexchangeloss (b) (a) An affiliatedcorporationisdefinedasone: Net financecostsrecognisedinprofitorloss fixed depositpledged loan froman affiliatedcorporation bank loans finance leases which directlyorindirectly,through one or more intermediaries, are under the control of a common shareholder. influence; and/or in which a director of the Group has substantial financial interests or who is in a position to exercise significant Note 11 (15,914) (16,205) (12,356) (28,561) 11,380 24,364 $’000 2015 Year ended31December2015 (4,197) 8,478 4,506 (232) (59) – – – (11,289) (16,756) (14,307) $’000 2014 (3,505) (7,380) (5,467) 2,381 2,449 (390) (14) 68 – – – 21 Finacial Statemets Notes tothe Current year Current taxexpense Tax expense Tax expenseoncontinuingoperations Adjustment forprioryears Current year Deferred taxexpense Adjustment forprioryears Tax usingtheSingaporetaxrateof17%(2014:17%) Profit beforetaxfromcontinuingoperations Reconciliation ofeffectivetaxrate Non-deductible expenses Effect oftaxratesinforeignjurisdictions Others – – Adjustment inprioryears: Deferred taxassetnotrecognised Utilisation ofdeferredtaxassetspreviouslynotrecognised Income notsubjecttotax income taxprovisionsintheperiodwhichsuchdetermination ismade. deferred and tax income for provision the impact will differences such recorded, initially were that amounts the from different is matters these of outcome tax final the Where due. be will taxes additional whether of estimates on based determination is uncertain during the ordinary course ofbusiness. The Grouprecognises liabilities foranticipatedtax estimation of the provision for income taxes. There are many transactions and calculations for which the ultimate tax of certainexpenses Judgement and taxabilityofcertainincomeduringthe is requiredindeterminingthedeductibility deferred tax current tax 31,929 (2,059) (1,555) (2,059) (1,050) 1,043 4,477 3,869 5,928 5,428 3,782 4,477 $’000 (435) (435) (203) 2015 Year ended31December2015 608 597 (28) Group (11,522) 54,849 (1,012) 1,473 1,817 2,054 9,324 4,639 2,054 $’000 (228) (480) (228) 2014 237 465 344 987 344 2 93 GSH CORPORATION LIMITED ANNUAL REPORT 2015 94 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 22 * owners oftheCompanyforfinancialyearended31December2014. Out of the profit from continuing operations of $52,795,000 in 2014, an amount of $53,642,000 was attributable to the entirely totheownersofCompany. For the financial year ended 31 December 2014, the profit from discontinued operation of $4,754,000 was attributable On 31December2014,theGroupdisposeditsentiretradinganddistributionsegmenttoathirdparty. Discontinued operation Net cashflowsfortheyear Net cashusedinfinancingactivities Net cashfrominvestingactivities Net cashusedinoperatingactivities Cash flowsfromdiscontinuedoperations Basic anddilutedearnings(loss)pershare(cents)* Profit fortheyear Tax ongainsaleofdiscontinuedoperation Gain onsaleofdiscontinuedoperation Results fromoperatingactivities,netoftax Tax Results fromoperatingactivities Expenses Revenue Results ofdiscontinuedoperation of theshareconsolidation. The weighted average number of shares used in the calculation of earnings per share for the comparative period has been adjusted for the effects Note 24 21 21 Year ended31December2015 Group (87,003) Group $’000 87,100 2014 $’000 (699) (963) (396) 2014 660 4,754 4,657 0.24 97 97 – – 22 Finacial Statemets Notes tothe 3 Profitfortheyear 23 Contribution todefinedcontribution plans Staff costs Employee benefitsexpense Operating expensesarisingfromrentalof Operating leaseexpense Employee benefitsexpenses(seebelow) Discontinued operation (cont’d) Net cashinflow Cash andcashequivalentsdisposedof Portion ofconsiderationforwhichpaymentisdeferred Repayment ofamountsduetotheGroup Total consideration Gain onsaleofdiscontinuedoperation Transfer fromtranslationreserve Transfer fromcapitalreserve Identified netliabilities Trade andotherpayables Deferred taxassets Cash andcashequivalents Trade andotherreceivables Inventories Associate Other investment Property, plantandequipment Effect ofdisposalonthefinancialpositionGroup The followingitemshavebeenincludedinarrivingatprofitfortheyear: Net (gain)/lossondisposalofproperty,plantandequipment – – Non-audit feespaidto: – – Audit feespaidto: included instaffcosts investment properties other auditors auditors ofthe Company other member firmsofKPMG International auditors ofthe Company

Year ended31December2015 $’000 2015 16,820 15,392 16,820 1,428 1,517 146 (84) 82 86 4 5 (20,037) Group 14,012 19,429 18,118 19,429 $’000 $’000 2014 2014 (2,461) (9,003) 6,511 3,963 4,657 2,461 9,187 7,958 1,311 1,968 (784) 136 182 187 176 (46) 13 75 50 91 8 8 – 95 GSH CORPORATION LIMITED ANNUAL REPORT 2015 96 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 24 25 Profit attributableto Effect ofsharesconsolidation Issued ordinarysharesat1January Earnings pershare Profit attributabletoordinaryshareholders shares ordinary outstanding of1,977,036,050(2014:1,977,036,050),calculatedasfollows: of number weighted-average a and $58,396,000), (2014: $16,365,000 of shareholders ordinary attributable profit to the on based was 2015 December 31 at share per earnings diluted and basic of calculation The Earnings pershare (iii) (ii) (i) The followingsummarydescribestheoperationsineachof theGroup’sreportablesegments: Group’s CEO(thechiefoperatingdecisionmaker)reviews internal managementreportsonatleastaquarterlybasis. in different geographical areas and require different marketing strategies. For each of the strategic business units, the located are they because separately managed are and services, and products different offer units business strategic The Group has three reportable segments, as described below, which are the Group’s strategic business units. The Operating segments been adjustedfortheeffectsofshareconsolidation. The weighted average number of shares used in the calculation of earnings per share for the comparative period has of theCompanyintooneordinaryshare. On 1 September 2015, the Company has completed a share consolidation of every five existing issued ordinary shares Weighted-average numberofordinaryshares Weighted-average numberofordinaryshares ordinary shares is basedon: during theyear and retailers. consumer products, timepieces, telecommunication products andperipheralsforsub-distributors,wholesalers Trading anddistribution(discontinued) –tradinganddistributionofcomputers,photographic equipment, Property –saleofproperties and rentalincomefrominvestment propertiesownedby the Group. Hospitality –operationof hotels,golfandmarina club.

Continuing operations 16,365 $’000 Discontinued operations

$’000 2015 – 16,365 $’000 Total Group Continuing operations Note 12 53,642 $’000 (7,908,144) 9,885,180 1,977,036 Discontinued 2015 Year ended31December2015 ’000 operations Number ofshares 4,754 $’000 2014 Group (7,908,144) 9,885,180 1,977,036 2014 ’000 58,396 $’000 Total 25 Finacial Statemets Notes tothe – Other materialnon-cashitems: Interest expense Capital expenditure Reportable segmentliabilities Reportable segmentassets Reportable segment(loss)/profitaftertax 1 * Elimination ofinter-segmentrevenue Segment revenue 31 December2015 Interest income External revenue in evaluatingtheresultsofcertainsegmentsrelativetootherentitiesthatoperatewithintheseindustries. relevant most the is information such that believes management as performance measure to used is profit Segment CEO. Group’s the by reviewed are that reports management internal the in included as tax, before profit segment on Information regarding the results of each reportable segment is included below. Performance is measured based Other operationsincludemainlyinvestmentholding. Operating segments(cont’d) Reportable segment(loss)/profitbeforetax – Depreciation Tax credit/(expense) –

from revaluationoffixeddepositpledged Unrealised foreign exchange gainarising Included ininterest income istheinterest earnedonfixeddepositof$3,705,000 General corporateactivities derivatives Net changein fairvalueoffinancial Hospitality (226,469) 404,686 (10,780) 53,719 53,716 $’000 (9,609) 4,307 (392) (869) 332 306 (86) (3) – (580,065) Property 816,009 108,236 108,236 28,604 33,493 $’000 (3,779) (4,889) 469 670 (16) (3) – – (290,520) Others* 329,472 (12,356) 12,265 $’000 Year ended31December2015 (2,817) (1,066) (2,231) (1,172) 3,705 2,231 (138) 106 763 – 1 (1,097,054) 1,550,167 164,186 161,952 (16,205) (10,921) (12,356) 27,452 11,380 31,929 $’000 Total (4,477) (2,234) 4,506 5,740 97 GSH CORPORATION LIMITED ANNUAL REPORT 2015 98 GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 25 2 Reportable segment(loss)/ Depreciation Elimination ofdiscontinuedoperation Interest expense Elimination ofdiscontinuedoperation 1 * Capital expenditure Reportable segmentliabilities Reportable segment(loss)/ Tax expense Interest income External revenue Segment revenue 31 December2014 Operating segments(cont’d) Reportable segmentassets Elimination ofdiscontinuedoperation Elimination ofinter-segmentrevenue  Included in profit before tax is the gain on bargain purchase arising from business combination and gain on sale of discontinued operation of operation discontinued of sale on gain and combination business $65,937,000 and$4,657,000respectively. from arising purchase bargain on gain the is tax before profit in Included Included ininterest income istheinterest earnedonfixeddepositsof$2,146,000 profit beforetax General corporateactivities profit aftertax

Hospitality (257,701) 468,759 42,677 42,716 $’000 (8,758) (5,933) (1,420) (5,933) 6,519 (594) (826) 117 117 (39) – – – (644,571) Property 834,803 $’000 (3,522) (3,522) (1,209) (254) (955) (35) 98 24 98 – – – – – – (discontinued) Trading and distribution (87,100) 96,862 $’000 (9,762) (101) (523) 102 523 (41) 97 41 97 – – – – – – Year ended31December2015 (258,660) 324,189 Others* 60,081 60,354 $’000 (1,834) (1,834) (3,304) 2,166 3,304 2,166 (273) (39) 29 – – – – 1 2 (1,160,932) 1,627,751 142,882 (11,289) (11,330) (87,100) (13,105) 59,603 42,677 57,549 $’000 Total (8,933) (2,054) 2,904 2,381 6,674 (523) 41 6 Significantbusiness combination 26 25 Finacial Statemets Notes tothe Trading anddistribution(discontinued) Others Singapore Vietnam Central Asia Malaysia difference betweenconsiderationtransferredandthefair valueoftheidentifiablenetassets. the of result a as recognised was $65,937,000 of combination business from arising purchase bargain on gain The relationship beforethisacquisition.Therefore,therewasno settlementofpre-existingrelationships. indemnification asset was recognised at the acquisition date. Both the Group and the acquired entities did not have a from Sutera Harbour Groupto its previous shareholder, and was settled in cash. No contingent consideration or The considerationfortheacquisitionwas$195,704,000, which includedthe assignment of securedloansdue Purchase consideration would havebeenthesameifacquisitionhadoccurred on1January2014. theseamounts, Indetermining $3,788,000. beenapproximately management assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition have would year the for profit consolidated and on 1 January 2014, management estimates that consolidated revenue would have been approximately $59,594,000, occurred had acquisition the If results. Group’s the to $1,420,000 of loss a and $42,677,000 of revenue contributed From 1 April 2014 to 31 December 2014, Sutera Harbour GroupSdnBhdandits subsidiaries (“Sutera Harbour Group”) On 26 March 2014, the Group acquired a 77.5% equity interest in Sutera Harbour Group Sdn Bhd and its subsidiaries. of theGroup’stotalrevenue. $nil) (2014: $63,160,000 approximately represent segment property the of customers $nil) (2014: two from Revenue Major customers * location ofcustomers.Segmentassetsarebasedonthegeographicalassets. In presenting information on thebasisofgeographicalsegments, segment revenue is basedonthegeographical Geographical information Operating segments(cont’d) Non-current assets relatetothecarrying amountsofinvestmentpropertiesand property,plantandequipment. 161,952 108,236 $’000 53,716 2015 – – – – Revenue (87,100) $’000 42,677 27,637 17,200 20,655 21,608 42,677 2014 395,153 386,280 Year ended31December2015 $’000 Non-current assets* 2015 8,091 782 – – – 455,055 449,524 $’000 2014 5,374 157 – – – 99 GSH CORPORATION LIMITED ANNUAL REPORT 2015 100

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 6 Significantbusinesscombination (cont’d) 26 Effects ofcashflowstheGroup included in“administrativeexpenses”. The Group incurred acquisition related costs of $607,000 on legal fees and due diligence costs. These costs have been Acquisition-related costs uncollectible attheacquisitiondate. The tradereceivablescomprisegrosscontractualamounts due of$3,493,000, of which$933,000 was expectedtobe Purchase consideration Gain onbargainpurchasearisingfrombusinesscombination Assumption ofsecuredcreditors’loans Non-controlling interests,basedonproportionateinterestsintherecognised Net identifiableassetsandliabilitiesacquired Trade andotherpayables Redeemable preferenceshares Deferred taxliabilities Cash andcashequivalents Trade andotherreceivables Inventories Property, plantandequipment Identifiable assetsacquiredandliabilitiesassumed Net cashoutflowonacquisition Less: cashandequivalentsinsubsidiaryacquired Purchase consideration Assumption ofsecuredcreditors’loans Cash considerationpaid amounts oftheassetsandliabilities Year ended31December2015 (194,367) 195,704 100,277 208,211 460,467 194,491 195,704 100,277 (65,937) (46,847) (68,598) 95,427 $’000 $’000 2014 2014 (1,213) 1,213 8,791 1,193 (488) 27 Finacial Statemets Notes tothe Name ofsubsidiary Non-controlling interests,basedonproportionateinterestsintherecognised Net identifiableassetsandliabilitiesacquired Borrowings Trade andotherpayables Development property and wasoutofscopeFRS103. assets of acquisition an as for accounted was acquisition The land. the sell and develop to intends it the vendors as intention was to acquire the land and the Group didnot take over any management or operational process from On 28 March 2014, the Group acquired the following subsidiaries for a total consideration of $64,173,000. The Group’s Acquisition ofsubsidiaries Altheim InternationalLtd The cashflowsandnetassetsofthesubsidiariesacquiredareprovidedbelow: Effects ofacquisition Investasia SdnBhd Xing AsiaCompelSdnBhd Mainfield HoldingLtd Linyi PropertiesSdnBhd Mewabumi SdnBhd Net cashoutflow Portion ofconsiderationforwhichpaymentisdeferred Purchase consideration amounts oftheassetsandliabilities 28 March2014 28 March2014 28 March2014 28 March2014 28 March2014 28 March2014 Date acquired Effective interestacquired Year ended31December2015 75.0% 67.5% 67.5% 67.5% 75.0% 75.0% Recognised 141,402 (48,635) (46,024) (23,202) 87,375 18,149 64,173 value $’000 2014 (5,392) 101

GSH CORPORATION LIMITED ANNUAL REPORT 2015 102

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 28 Commitments 29 After oneyearbutwithinfive years Within oneyear date butnotrecognisedasliabilities,arefollows: The future aggregate minimum lease payments under non-cancellable operating leases contracted for at the reporting operatinglease undernon-cancellable space all termsarerenegotiated.Noneoftheleasesincludescontingentrentals. staff accommodation and warehouse agreements. The leases typically runforan initial periodof one to twoyears, with an option torenewthe lease when office, leases Group The Operating leasecommitments–wheretheGroupandCompanyarelessees as receivablesarefollows: payments receivable undernon-cancellable operating leases contracted foratthe reporting datebutnotrecognised lease minimum future The payments. lease the to increases annual fixed absolute pay to required are lessees The Operating leasecommitments–wheretheGroupandCompanyarelessors Between twoandfiveyears Not laterthanoneyear Not laterthanoneyear More thanfiveyears Between twoandfiveyears rne t sbiire. h mxmm xoue f h Cmay s 525400 21: 691500. t the At guarantees. Theperiodinwhichthefinancialguarantees will expireareasfollows: $649,125,000). (2014: $592,594,000 is Company the reporting date,theCompanydoesnotconsideritprobable that aclaimwillbemadeagainst the Companyunder of exposure maximum The subsidiaries. to granted facilities banking of respect in banks to Company the by given guarantees comprise guarantees financial Intra-group Intra-group financialguarantees Financial guaranteecontracts $’000 $’000 2015 2015 1,176 1,709 2,885 976 416 560 Group Group 1,395 1,391 $’000 $’000 2014 2014 4,831 4,558 9,389 4 455,061 592,594 46,578 90,955 $’000 $’000 $’000 2015 Year ended31December2015 2015 2015 129 109 20 – – – Company Company Company 527,077 649,125 122,048 1,101 1,099 $’000 $’000 $’000 2014 2014 2014 1,219 4,558 5,777 2 – 30 Finacial Statemets Notes tothe 31 * Key managementpersonnelremunerationisasfollows: Key managementpersonnelremuneration Recovery ofexpensesfromnon-controllinginterests Professional feespaidtoafirminwhichdirectorismember* Post-employment benefits(includingCentralProvidentFund) Short-term employeebenefits parties concerned: transactions took place between the Group and related parties during the financial year on terms agreed between significant the following the statements, financial the in elsewhere disclosed information party related the to addition In Related partytransactions the AuditCommittee. both regularandadhocreviews ofriskmanagement controls andprocedures,theresults of whicharereportedto by the Group. The Group AuditCommittee is assisted in its oversight role by Internal Audit. Internal Audit undertakes policies andprocedures, reviewsthe adequacy of the risk management framework in relation to the risks faced The Group Audit Committee oversees how management monitors compliance with the Group’s risk management control environmentinwhichallemployeesunderstandtheir rolesandobligations. Group, The activities. Group’s through its training and management standards and procedures, aims to develop a disciplined and constructive the and conditions market in changes reflect to regularly reviewed are systems and to set appropriate risklimitsandcontrols, and tomonitorrisksadherence to limits.Riskmanagement policies framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, of Directors hasoverallresponsibilityfortheestablishmentThe Board andoversightoftheGroup’sriskmanagement Risk managementframework and processesformeasuringmanagingrisks,the Group’smanagementofcapital. This notepresentsinformation about theGroup’sexposuretoeachofaboverisks,objectives, policies • • • The Grouphasexposuretothefollowingrisksfromitsuseoffinancialinstruments: Financial instruments Amounts werebilledbasedonnormalmarketratesforsuchservicesandduepayableunderpaymentterms. market risk liquidity risk credit risk $’000 $’000 2015 2015 Year ended31December2015 3,083 3,149 (99) – 66 Group Group $’000 $’000 (940) 2014 2014 186 4,621 4,677 56 103

GSH CORPORATION LIMITED ANNUAL REPORT 2015 104

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 31 excluding theimpactofnettingagreements: and payments interest including liabilities, financial of outflows cash undiscounted contractual the are following The adequate bymanagementtofinancetheGroup’soperationsandmitigateeffectsoffluctuationsincashflows. The Group monitors its liquidity risk and maintains a level of cash and cash equivalents and credit facilities deemed liabilities thataresettledbydeliveringcashoranotherfinancialasset. financial its with associated obligations the meeting in difficulty encounter will Group the that risk the is risk Liquidity Liquidity risk claim willbemadeagainsttheCompanyunderfinancialguarantees. period is $592,594,000 (2014: $649,125,000). At the reporting date the Company does not consider it probable that a reporting the of end the at guarantee financial intra-group the of respect in Company the of exposure maximum The Guarantees which areregulated. which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with banks, The Group and Company held cash and cash equivalents of $366,723,000 at 31 December 2015 (2014: $385,887,000), Cash andcashequivalents financial assetatthereportingdate. concentration of creditrisk.Themaximum exposure tocreditriskisrepresentedbythecarryingamount of each significant no is there date, reporting the At asset. is financial impaired account the of allowance amount the carrying the to against off charged written amount the and irrecoverable considered is asset financial the point, that At possible. is owing amount the of recovery no that satisfied is Group the unless losses impairment record to used is in component loss respect of trade and other receivables. The allowance account in respect of trade receivables and other receivables specific the of estimate its represents that impairment for allowance an establishes Group The collateral inrespectofthesefinancialassets. evaluations are performed on all customers requiring creditover a certain amount. The Group does not require The Group has a credit policyin place and the exposure to creditriskis monitored on an ongoing basis. Credit Credit risk Financial instruments(cont’d) Year ended31December2015 31 Finacial Statemets Notes tothe Secured bankloans Amounts duetorelatedparties Liquidity risk(cont’d) Financial instruments(cont’d) Forward exchangecontracts Derivative financialinstruments Redeemable preferenceshares Finance leaseliabilities Trade andotherpayables* Non-derivative financialliabilities At 31December2015 Group Secured bankloans Amounts duetorelatedparties Trade andotherpayables* Non-derivative financialliabilities At 31December2014 Forward exchangecontracts Derivative financialinstruments Redeemable preferenceshares Finance leaseliabilities (net-settled) (net-settled)

1,012,763 1,086,929 1,086,495 999,973 898,239 958,085 104,499 Carrying amount 71,867 28,450 12,790 23,015 12,790 $’000 425 992 434 434 488 408 Contractual (1,098,269) (1,111,059) (1,239,157) (1,110,205) (1,238,723) cash flows (995,526) (104,499) (71,867) (29,321) (12,790) (23,015) (12,790) $’000 (1,130) (425) (434) (434) (488) (516) (441,986) (341,337) (454,776) (392,519) (284,209) (392,085) (71,867) (28,450) (12,790) (84,712) (23,015) (12,790) Within 1 year $’000 (332) (434) (434) (149) – –

After 1year Cash flows but within (544,610) (542,941) (544,610) (673,994) (653,840) (673,994) Year ended31December2015 (19,787) 5 years $’000 (871) (798) (367) – – – – – – – –

(111,673) (111,248) (111,673) (172,644) (172,156) (172,644) 5 years $’000 After (425) (488) – – – – – – – – – – 105

GSH CORPORATION LIMITED ANNUAL REPORT 2015 106

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 31 * Trade andotherpayables Non-derivative financialliabilities At 31December2015 Company at significantlydifferentamounts. or earlier, significantly occur could analysis maturity the in flows cash the that expected not is it guarantees, financial financial theCompany’s and Group intra-group the the from arising flows cash the of for Except maturity. contractual possible earliest flows their on based liabilities cash undiscounted contractual the show analyses maturity The Liquidity risk(cont’d) Financial instruments(cont’d) Intra-group financialguarantees Recognised financialliabilities Secured bankloans Forward exchangecontracts Derivative financialinstruments Finance leaseliabilities Secured bankloans Amounts duetorelatedparties Trade andotherpayables Non-derivative financialliabilities At 31December2014 Recognised financialliabilities Forward exchangecontracts Derivative financialinstruments Intra-group financialguarantees Excludes advancepaymentsfromcustomersanddeferredincome (net-settled) (net-settled)

277,730 256,900 277,730 Carrying amount 20,830 290,520 254,000 265,362 265,362 265,796 $’000 12,790 12,790 7,136 4,195 434 434 31 – – Contractual cash flows (279,147) (258,317) (592,594) (871,741) (20,830) (884,531) (254,716) (266,082) (915,207) (915,641) (649,125) $’000 (12,790) (12,790) (7,136) (4,195) (434) (434) (35) (279,147) (258,317) (325,725) (20,830) (46,578) (338,515) (254,716) (266,075) (266,075) (266,509) Within 1 year $’000 (12,790) (12,790) (7,136) (4,195) (434) (434) (28) –

After 1year Cash flows but within (455,061) (455,061) Year ended31December2015 (455,061) (527,084) (527,077) (527,084) 5 years $’000 – – – (7) (7) – – – – – – –

(90,955) (90,955) (122,048) (122,048) (122,048) 5 years $’000 (90,955) After – – – – – – – – – – – – Cashflowsensitivityanalysis forvariablerateinstruments 31 Finacial Statemets Notes tothe amounts shown below. There is no effect to the equity. This analysis assumes that all other variables, in particular in variables, foreign currencyrates,remainconstant.Theanalysisisperformedonthesamebasisfor2014. other all that assumes analysis This equity. the to effect no is There below. shown amounts the by tax before profit increased/(decreased) have would dates reporting the at rates interest in bp 50 of change A profit orloss. through value fair at andliabilities assets financial Therefore achangeininterestratesatthereportingdateswouldnotaffectprofitorloss. rate fixed any for account not does Group The Fair valuesensitivityanalysisforfixedrateinstruments Secured bankloans Variable rateinstrument is asfollows: instruments financial interest-bearing Company’s the and Group the of profile rate interest the date, reporting the At does notusederivativefinancialinstrumentstohedgeitsinterestraterisk. deposits placed with financial institutions. The Group is not exposed to significant interest rate fluctuation. The Group fixed and obligations loan interest-bearing Group’s the to primarily relates risk rate interest to exposure Group’s The Interest raterisk is tomanageandcontrolmarketriskexposureswithinacceptableparameters,whileoptimisingthereturnonrisk. affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will Market risk Financial instruments(cont’d) 898,239 $’000 2015 Group 958,085 $’000 2014 256,900 Year ended31December2015 $’000 2015 Company 254,000 $’000 2014 107

GSH CORPORATION LIMITED ANNUAL REPORT 2015 108

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS Cashflowsensitivityanalysis forvariablerateinstruments (cont’d) 31 Variable rateinstruments 2015 Group Financial instruments(cont’d) Variable rateinstruments 2014 Variable rateinstruments 2015 Company Variable rateinstruments 2014 Dollars (“USD”)andUnitedArabEmiratesDirham(“AED”). currencies of Group entities. The currencies in which those transactions primarily are denominated are United States purchases and intercompany balances that are denominated in a currency other than the respective functional The Group is exposed to foreign currency riskon sales, purchases and borrowings, includingintercompany sales, Foreign currencyrisk interest rateexposures. raterisk interest shows table The scenarios. simplified on exposures arisingininterest-bearing liabilities.These particular exposuresformonlypartoftheGroup’soverall based is and only illustrative is analysis sensitivity The Increase 50 bp Year ended31December2015 $’000 (4,491) (4,790) (1,285) (1,270) Profit beforetax Decrease 50 bp $’000 4,491 4,790 1,285 1,270 31 Finacial Statemets Notes tothe assumes thatallothervariables,inparticularinterestrates, remainconstant. effect by the amounts shown below. Similarly, a 5% weakening would have the equal but opposite effect. This analysis tax any before profits, accumulated and profit, increase/(decrease) would Group the by held dates reporting the at A 5%strengthening ofthefollowingmajorcurrenciesagainst the functional currency ofeachtheGroup’sentities Sensitivity analysis Net exposure Trade andotherreceivables Cash andcashequivalents As at31December2014 Net exposure Forward exchangecontracts Cash andcashequivalents As at31December2015 Company Net exposure Trade andotherreceivables Cash andcashequivalents As at31December2014 Net exposure Forward exchangecontracts The Group’sexposuretoforeigncurrencyriskbasedonnotionalamountsisasfollows: Foreign currencyrisk(cont’d) Financial instruments(cont’d) USD Company AED USD Group Cash andcashequivalents As at31December2015 Group (269,224) (269,224) 269,646 269,675 17,693 17,720 $’000 $’000 2015 Year ended31December2015 USD 9,003 8,690 9,003 8,717 21 75 52 23 422 451 $’000 $’000 2014 AED 885 915 886 1,045 1,045 29 572 572 – – – – – – – – 109

GSH CORPORATION LIMITED ANNUAL REPORT 2015 110

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 31 Financial instruments (cont’d)

Accounting classifications and fair values

The carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Carrying amounts Fair value Asset at Available- fair value for-sale Other Loans and through financial financial Note receivables profit or loss assets liabilities Total Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group

31 December 2015

Financial assets not measured at fair value Trade and other receivables * 9 28,249 – – – 28,249 Cash and cash equivalents 11 366,723 – – – 366,723 394,972 – – – 394,972

Financial liabilities measured at fair value Derivative financial liabilities 17 – (12,790) – – (12,790) – (12,790) – (12,790)

Financial liabilities not measured at fair value Year ended31December2015 Trade and other payables ** 14 – – – (28,450) (28,450) Loans and borrowings 15 – – – (899,656) (899,656) – (881,145) – (881,145) Amounts due to related parties 10 – – – (71,867) (71,867) – – – (999,973) (999,973) Finacial Statemets Notes tothe 31 Financial instruments (cont’d)

Accounting classifications and fair values (cont’d)

Carrying amounts Fair value Asset at Available- fair value for-sale Other Loans and through financial financial Note receivables profit or loss assets liabilities Total Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group

31 December 2014

Financial assets not measured at fair value Trade and other receivables * 9 16,119 – – – 16,119 Cash and cash equivalents 11 385,887 – – – 385,887 402,006 – – – 402,006

Financial liabilities measured at fair value Derivative financial liabilities 17 – (434) – – (434) – (434) – (434)

Financial liabilities not measured at fair value Trade and other payables ** 14 – – – (23,015) (23,015) Loans and borrowings 15 – – – (958,981) (958,981) – (941,494) – (941,494) Amounts due to related parties 10 – – – (104,499) (104,499) Year ended31December2015 – – – (1,086,495) (1,086,495) 111

GSH CORPORATION LIMITED ANNUAL REPORT 2015 112

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 31 Financial instruments (cont’d)

Accounting classifications and fair values (cont’d)

Carrying amounts Fair value Asset at Available- fair value for-sale Other Loans and through financial financial Note receivables profit or loss assets liabilities Total Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Company

31 December 2015

Financial assets not measured at fair value Trade and other receivables * 9 2,261 – – – 2,261 Amounts due from related parties 10 292,300 – – – 292,300 Cash and cash equivalents 11 326,180 – – – 326,180 620,741 – – – 620,741

Financial liabilities measured at fair value Derivative financial liabilities 17 – (12,790) – – (12,790) – (12,790) – (12,790)

Financial liabilities not measured at fair value Trade and other payables ** 14 – – – (20,830) (20,830)

Loans and borrowings 15 – – – (256,900) (256,900) – (245,199) – (245,199) Year ended31December2015 Amounts due to related parties 10 – – – (13,472) (13,472) – – – (291,202) (291,202) Finacial Statemets Notes tothe 31 Financial instruments (cont’d)

Accounting classifications and fair values (cont’d)

Carrying amounts Fair value Asset at Available- fair value for-sale Other Loans and through financial financial Note receivables profit or loss assets liabilities Total Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Company

31 December 2014

Financial assets not measured at fair value Trade and other receivables * 9 11,555 – – – 11,555 Amounts due from related parties 10 262,978 – – – 262,978 Cash and cash equivalents 11 312,442 – – – 312,442 586,975 – – – 586,975

Financial liabilities measured at fair value Derivative financial liabilities 17 – (434) – – (434) – (434) – (434)

Financial liabilities not measured at fair value Trade and other payables 14 – – – (4,195) (4,195) Loans and borrowings 15 – – – (254,031) (254,031) – (241,812) – (241,812) Year ended31December2015 Amounts due to related parties 10 – – – (7,136) (7,136) – – – (265,362) (265,362)

* Excludes advances to suppliers and prepayments ** Excludes advance payments from customers and deferred income 113

GSH CORPORATION LIMITED ANNUAL REPORT 2015 114

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 31 Other financialliabilities* Group andCompany Type There werenotransferbetweenLevel1and2in20152014. Transfer betweenLevel1and2 ** * Financial instrumentsnotmeasuredatfairvalue Forward exchange Group andcompany Type Financial instrumentsmeasuredatfairvalue significant unobservableinputsused. The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the Valuation techniquesandsignificantunobservableinputs Financial instruments(cont’d) It isassumedthat inputsconsidered observableusedinthevaluationtechnique aresignificanttothefairvaluemeasurement. Other financialliabilities includesecured bankloans,redeemablepreference shares andfinanceleaseliabilities. contracts actual transactionsinsimilarinstruments. active marketandthequotesreflect quotes. Similarcontractsaretradedinan The fairvaluesarebasedonbroker Market comparisontechnique: Valuation techniques Discounted cashflows.** Valuation techniques Not applicable Significant unobservableinputs Not applicable inputs unobservable Significant Year ended31December2015 Not applicable measurement input andfairvalue between unobservable Inter-relationship 32 Finacial Statemets Notes tothe Plaza VenturesPteLtd Advanced PrestigeSdnBhd Sutera HarbourGolfandCountryClub Eastworth SourceSdnBhd Name The followingsubsidiarieshavematerialnon-controllinginterest(“NCI”). Non-controlling interest Linyi PropertiesSdnBhd Investasia SdnBhd(“Investasia”) (“Plaza Ventures”) (“Eastworth Source”) (‘Linyi Properties”) (“Advanced Prestige”) Country Club”) Berhad (“SuteraHarbourGolfand

Principal placesof incorporation Country of business/ Singapore Malaysia Malaysia Malaysia Malaysia Malaysia

Property development Property development Property development Operating segment Golf cluboperation Hotel operation Hotel operation Year ended31December2015 2015 49.0 25.0 22.5 22.5 32.5 22.5 % held byNCI Ownership interests 2014 49.0 25.0 22.5 22.5 32.5 22.5 % 115

GSH CORPORATION LIMITED ANNUAL REPORT 2015 116

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 32 Non-controlling interest (cont’d)

The following summarises the financial information of each of the Group’s subsidiaries with material NCI, based on their respective financial statements prepared in accordance with FRS.

Sutera Harbour Eastworth Golf and Advanced Linyi Plaza Source Country Club Prestige Investasia Properties Ventures $’000 $’000 $’000 $’000 $’000 $’000

2015 Revenue 20,329 7,804 24,671 – – 108,236 Profit/(Loss) 3,755 (2,452) 5,408 (919) (13) 25,221 Total comprehensive income 3,755 (2,452) 5,408 (919) (13) 25,221 Attributable to NCI: – Profit/(Loss) 845 (552) 1,217 (299) (3) 12,358 – Total comprehensive income 845 (552) 1,217 (299) (3) 12,358

Non-current assets 128,980 105,441 147,727 2 – – Current assets 3,965 1,687 7,786 17,410 21,427 617,324 Non-current liabilities (17,908) (14,838) (26,816) – – (390,888) Current liabilities (4,383) (8,327) (5,074) (17,393) (858) (150,554) Net assets 110,654 83,963 123,623 19 20,569 75,882 Net assets attributable to NCI 24,897 18,892 27,815 6 5,142 37,182

Cash flows from/(used in) operating activities 1,986 548 6,841 (205) 10 17,577 Cash flows (used in)/from investing activities (828) (425) (2,525) – – 376 Cash flows from/(used in) financing activities (dividends to NCI: nil) – 128 (174) – – (55,631) Net increase/(decrease) in cash and cash

equivalents 1,158 251 4,142 (205) 10 (37,678) Year ended31December2015 Finacial Statemets Notes tothe 32 Non-controlling interest (cont’d)

Sutera Harbour Eastworth Golf and Advanced Linyi Plaza Source Country Club Prestige Investasia Properties Ventures $’000 $’000 $’000 $’000 $’000 $’000

2014 Revenue 23,526 9,258 24,412 – – – Profit/(Loss) 6,149 (14,649) 6,622 (1,413) 13 4,661 Total comprehensive income 6,149 (14,649) 6,622 (1,413) 13 4,661 Attributable to NCI: – Profit/(Loss) 1,383 (3,296) 1,490 (460) 3 2,284 – Total comprehensive income 1,383 (3,296) 1,490 (460) 3 2,284

Non-current assets 151,130 123,200 171,616 3 – – Current assets 3,238 1,346 4,731 14,262 19,131 631,673 Non-current liabilities (20,872) (8,348) (31,227) – – (440,000) Current liabilities (3,921) (9,485) (4,947) (18,723) (958) (141,012) Net assets/(liabilities) 129,575 106,713 140,173 (4,458) 18,173 50,661 Net assets attributable to NCI 29,154 24,010 31,539 (1,449) 4,543 24,824

Cash flows from/(used in) operating activities 1,240 771 3,731 244 2 (560,594) Cash flows (used in)/from investing activities (657) (1,789) (3,354) (4) – 40 Cash flows from/(used in) financing activities (dividends to NCI: nil) – 1,049 (47) – – 618,500 Net increase in cash and cash equivalents 583 31 330 240 2 57,946 Year ended31December2015 117

GSH CORPORATION LIMITED ANNUAL REPORT 2015 118

GSH CORPORATION LIMITED ANNUAL REPORT 2015 Finacial Statemets Notes tothe FINANCIAL STATEMENTS 33 the informationforyearended31December2015. These amounts are reclassification within statement of comprehensive income, and do not have any material effect on Finance expenses the currentyear’spresentation,assetoutbelow: Arising therefrom, certain comparative in the Group’s financial statements have been reclassified to be consistent with (ii) (i) In respectofthestatementcomprehensiveincome,Companyhasmadefollowingreclassifications: to betterreflectthesubstanceofbalancesandtransactionsassetoutbelow: The following reclassifications were made to the comparative figures as at and for the year ended 31 December 2015, Comparative information Finance income Administrative expenses Year ended31December2014 Statement ofcomprehensiveincome Net change in fair value of financial derivatives presented as administrative expenses to finance income or income finance to costs expenses administrative as presented derivatives financial of value fair in change Net Net foreignexchangegain orlosspresentedasadministrative expensestofinanceincomeorcosts;and As previously reported (11,289) (27,928) $’000 2,381 Reclassification $’000 (5,467) 5,399 Year ended31December2015 68 As restated (16,756) (22,529) $’000 2,449 SHAREHOLDINGS STATISTICS OF STATISTICS OFSHAREHOLDINGS TWENTY LARGESTSHAREHOLDERS TOTAL 10,001 –1,000,000 1,000,001 ANDABOVE 1,001 –10,000 100 –1,000 1 –99 SIZE OFSHAREHOLDINGS DISTRIBUTION OFSHAREHOLDINGS Ordinary SharesheldasTreasury Voting Class Number ofShares Rights of SHARE CAPITAL : Shares : NO. 2 1 3 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 NAME CITIBANK NOMINEESSINGAPOREPTELTD GOI SENGHUI GOODVIEW PROPERTIESPTELTD TOTAL CHANDRA DASNARESHKUMAR MAYBANK KIMENGSECURITIESPTE.LTD. NS TRADINGPTELTD HONG LEONGFINANCENOMINEESPTELTD CHENG CHIHLI@THIETJIELIEP CHEW GHIMBOK UOB KAYHIANPRIVATELIMITED ABN AMRONOMINEESSINGAPOREPTELTD DBS NOMINEES(PRIVATE)LIMITED DB NOMINEES(SINGAPORE)PTELTD CIMB SECURITIES(SINGAPORE)PTE.LTD. MAH BOWTAN OCBC SECURITIESPRIVATELIMITED RAFFLES NOMINEES(PTE)LIMITED BANK OFSINGAPORENOMINEESPTE.LTD. SKYVEN GROWTHOPPORTUNITIESFUNDPTELTD EE GUANHUIGILBERT : : SHAREHOLDERS NIL One Ordinary 1,977,036,050 vote Shares per Share NO. OF 3,974 2,212 1,304 317 56 85 100.00 55.66 32.81 1.41 7.98 2.14 % NO. OFSHARES NO. OFSHARES 1,977,036,050 1,717,797,921 1,799,915,953 169,716,629 130,055,387 958,389,875 100,000,000 11,154,220 11,482,700 12,601,480 15,000,000 15,232,502 15,810,180 25,289,349 40,800,000 47,493,608 53,673,899 67,618,100 85,878,733 97,629,478 7,278,982 6,000,000 6,593,010 7,784,920 9,310,480 120,955 3,531 As at18March2016 100.00 86.87 91.04 48.48 0.37 8.58 0.01 0.00 6.58 5.06 0.56 0.58 0.64 0.76 0.77 0.80 1.28 2.06 2.40 2.71 3.42 4.34 4.94 0.30 0.33 0.39 0.47 % % 119

GSH CORPORATION LIMITED ANNUAL REPORT 2015 120

GSH CORPORATION LIMITED ANNUAL REPORT 2015 of theSGXListingManualhasbeencompliedwith. As at 18 March 2016, approximately 33.43% of the issued ordinary capital shares of the Company are held by public. Rule 723 PUBLIC FLOAT (c) (b) (a) Notes: Lanius Limited Lippo CapitalLimited Far EastOrganizationCentrePteLtd Goodview PropertiesPteLtd Ee GuanHuiGilbert Goi SengHui (As recordedintheRegisterofSubstantialShareholders) LIST OFSUSTANTIALSHAREHOLDERSASAT18MARCH2016 SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS STATISTICS OF STATISTICS OFSHAREHOLDINGS in 99,021,467shares. Lanius Limited holdstheentireissuedsharecapitalofLippoCapitalLimited,andistherefore deemed tobeinterested and 77,761,467 in interest direct a has Limited) 2,000,000 sharesrespectively.LippoCapitalLimitedisthereforedeemedtobeinterestedin99,021,467shares. (International Assets Lippo and Limited Holdings Super Golden Capital Limitedis the holding company of Golden SuperHoldingsLimitedand Lippo Assets (International Limited). which is a holding company of OUE Limited. OUE Limited has a direct interest in 19,260,000 shares. In addition, Lippo ASM AsiaPropertyLimited, Capital Limitedistheholdingcompanyofanentitywhichhasjointcontrol ofLippo Lippo to beinterestedinthe100,000,000sharesheldbyGoodviewPropertiesPteLtdCompany. Far East Organization Centre Pte Ltd has a controlling interest in Goodview Properties Pte Ltd and is therefore deemed Direct Interest 100,000,000 958,389,875 97,629,478 – – – 48.48 5.06 4.94 % – – – Deemed Interest 100,000,000 (a) 99,021,467 (b) 99,021,467 (c) 60,913,600 As at18March2016 – 5.01 5.01 5.06 3.08 % – ANNUAL GENERALMEETING NOTICE OF NOTICE OFANNUALGENERALMEETING 2.  1. AS ORDINARYBUSINESS Changi NorthWay,GSHCentreSingapore498796onFriday,29April2016at10.00a.m.forthefollowingpurposes: NOTICE IS HEREBY GIVEN that the Annual General Meeting of GSH CorporationLimited(“the Company”) will beheldat 11 3. 4. 5. 6. 8. To considerandifthoughtfit,topassthefollowingresolutionasOrdinaryResolutions,withorwithoutanymodifications: AS SPECIALBUSINESS 7.

year ended31December2015.(2014:0.05Singaporecentperordinaryshare) financial the for exempt) tax (one-tier share ordinary per cent Singapore 0.05 of dividend final and first a declare To ended 31December2015togetherwiththeAuditors’Reportthereon. To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company for the year Mr FrancisLeeChoonHui [SeeExplanatoryNote(i)] Mr SamGoiSengHui To re-electthefollowingDirectorsofCompanyretiringpursuanttoArticle91Constitution of theCompany: was inforceimmediatelybefore3January2016.[SeeExplanatoryNote(ii)] which 50), (Cap Act Companies Singapore the of 153(6) Section to pursuant Meeting General Annual this until office To re-appoint Ms Huang Lui as a Director of the Company underArticle97, who was previously re-appointedtohold to bepaidquarterlyinarrears.(2015:S$287,800) 2016, December 31 ending year financial the for S$302,800 to amounting fees Directors’ of payment the approve To remuneration. their fix to Company the of Directors the authorise to and Company the of Auditor the as LLP KPMG re-appoint To (a) Singapore the of Manual Listing the of Exchange SecuritiesTradingLimited(“ 806 Rule and 50 Cap. Act, Companies the of 161 Section to pursuant That Authority toissueshares To transactanyotherordinary businesswhichmayproperly betransactedatanAnnualGeneralMeeting. (b) of theCompanymayintheirabsolutediscretiondeemfit; and at any time and uponsuch terms and conditionsforsuch purposes andtosuch persons as the Directors (ii) (i) force, pursuance of anyInstruments made orgranted by the Directors ofthe Company while this Resolution was in (notwithstanding the authorityconferredbythisResolution mayhave ceased tobein force) issue shares in options, warrants,debenturesorotherinstrumentsconvertible intoshares, require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) would or might that “Instruments”) (collectively, options or agreements offers, grant or make issue sharesintheCompany(“shares”)whetherbywayof rights, bonusorotherwise;and/or

SGX-ST ”), theDirectorsofCompanybeauthorisedandempowered to:

(Resolution3) (Resolution4) (Resolution5) (Resolution 1) (Resolution 2) (Resolution 6) (Resolution 7) 121

GSH CORPORATION LIMITED ANNUAL REPORT 2015 122

GSH CORPORATION LIMITED ANNUAL REPORT 2015 NOTICE OFANNUALGENERALMEETING ANNUAL GENERALMEETING NOTICE OF 7 April2016 Company Secretary Lee TiongHock By OrderoftheBoard (1) provided that: (4) (3) [See ExplanatoryNote(iii)] (c) (b) (a) in thecapitalofCompanyattimepassingthisResolution,afteradjustingfor: (excluding treasuryshares)shall bebasedonthetotalnumberofissuedshares number of shares that may be issued under sub-paragraph (1) above, the total (subject tosuch calculation as may beprescribedbythe SGX-ST forthe purpose ofdetermining the aggregate accordance withsub-paragraph(2)below); the total number of issued shares (excluding treasury shares) other than on a pro rata basis to shareholders of the Company shall not exceed twenty per centum (20%) of calculated inaccordancewithsub-paragraph(2)below),ofwhichtheaggregate number ofshares to beissued (50%) of the total number of issued shares (excluding treasury shares) granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or Meeting oftheCompanyisrequiredbylawtobeheld,whicheverearlier. conclusion of the next Annual General Meeting of the Company or the date by whichthe next Annual General unless revokedorvariedbytheCompanyinageneralmeeting,suchauthorityshallcontinueforceuntil Singapore ExchangeSecuritiesTradingLimited)andtheConstitutionofCompany; Listing Manual of the SGX-ST forthetimebeinginforce(unless such compliance has been waivedbythe in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the any subsequentbonusissue, consolidationorsubdivision ofshares; subsisting atthetimeofpassingthisResolution;and new shares arising from exercising share options or vesting of share awards whichare outstanding or new sharesarisingfromthe conversionorexerciseofany convertiblesecurities; in the capital of the Company (as calculated in in the capital of the Company (as (excluding treasury shares) number of issued shares (Resolution 8) 1. Notes: (iii) (ii) (i) Explanatory Notes:

4. 3. 2. ANNUAL GENERALMEETING NOTICE OF

(a) subdivision ofshares. or subsistingatthetimewhenthisOrdinaryResolutionispassedandanysubsequent bonus issue, consolidation or conversion orexerciseofanyconvertiblesecuritiesshareoptionsvestingawardswhichareoutstanding capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the be calculatedbasedonthetotalnumberofissuedshares treasury shares)will For determiningthe aggregate number of shares that may be issued, the total number of issued shares (excluding basis toshareholders. (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata shares pursuant tosuchInstruments, up toanumbernotexceeding,intotal,50%ofthetotalissuedshares meeting, whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue of the Company is required bylaw to be held or such authority is varied or revoked by the Company in a general until effective Company, the of Directors the empower will the conclusion of the next Annual General Meeting (“AGM”) of the Company, or the date by which the next AGM passed, if above, 8 item in 8 Resolution Ordinary The or theCompany. are no material relationships (including immediate family relationships) between Ms Huang Lui and the other directors and asamemberoftheAuditCommittee and Remuneration Committee, and willbeconsideredindependent. There Ms HuangLuiwill,uponre-appointment as a Directorofthe Company, remain as Chairman of the Nominating Committee the otherdirectorsorCompany. There are nomaterialrelationships (includingimmediate family relationships) between Mr Francis Lee Choon Hui and Committee and as a member of the Audit Committee and Nominating Committee and will beconsideredindependent. Mr Francis Lee Choon Hui will,upon re-election as Director of the Company, remain as Chairman of the Remuneration (b) North Way,GSHCentreSingapore498796notlessthanforty-eight (48)hoursappointedforholdingtheMeeting. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 11 Changi on bywayofapoll. Each of theresolutions to beputtothe vote ofmembers atthe Meeting (and atany adjournment thereof) will bevoted A proxyneednotbeamember oftheCompany. “Relevant intermediary”has themeaningascribed toitin Section181oftheSingaporeCompaniesAct,Cap. 50. the AnnualGeneralMeeting(the“Meeting”). A member who is not a relevant intermediary, is entitled to appoint one or twoproxiesto attend and vote at held bysuchmember. Shares or Share different a to attached rights the exercise to appointed be must proxy each but Meeting, the A member who isa relevant intermediary, is entitled to appointmore than two proxiesto attend and vote at (excluding treasury shares) inthe (excluding treasury 123

GSH CORPORATION LIMITED ANNUAL REPORT 2015 124

GSH CORPORATION LIMITED ANNUAL REPORT 2015 NOTICE OFANNUALGENERALMEETING in respectofanypenalties,liabilities,claims,demands,lossesanddamagesasaresultthemember’sbreachwarranty. Company the indemnify will member the that agrees (iii) and Purposes, the for representative(s) and/or proxy(ies) such of such of consent prior the obtained has member data personal the of agents) its (or Company the by disclosure and use collection, the for representative(s) the and/or proxy(ies) agents), its (or Company the to representative(s) and/or proxy(ies) and/or regulations rules, listing laws, guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s applicable any with comply to agents) its (or Company the for order in and thereof), and compilationofthe attendance lists, minutes and otherdocuments relating tothe Meeting (including any adjournment agents) of proxiesandrepresentatives appointed fortheMeeting (including anyadjournment thereof) andthepreparation personal databytheCompany(oritsagents) for thepurposeofprocessingandadministration by theCompany(orits or anyadjournment thereof, a member of the Company (i) consents to the collection, use and disclosureofthe member’s and/ Meeting the at vote and speak attend, to representative(s) and/or proxy(ies) a appointing instrument an submitting By Personal dataprivacy: ANNUAL GENERALMEETING NOTICE OF This page has been intentionally left blank. This page has been intentionally left blank. GSH CORPORATION LIMITED IMPORTANT: 1. A relevant intermediary may appoint more than two proxies [Company Registration No. 200106139K] to attend the Annual General Meeting and vote (please see (Incorporated In The Republic of Singapore) note 4 for the definition of “relevant intermediary”). 2. For investors who have used their CPF monies to buy the Company’s shares, this Annual Report is forwarded to them PROXY FORM at the request of their CPF Approved Nominees and is sent ANNUAL GENERAL MEETING solely FOR INFORMATION ONLY. (Please see notes overleaf before completing this Form) 3. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

I/We,

of being a member/members of GSH Corporation Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

and/or (delete as appropriate) Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/ proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at 11 Changi North Way, GSH Centre, Singapore 498796 on Friday, 29 April 2016 at 10.00 a.m. and at any adjournment thereof. I/ We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/ they will on any other matter arising at the Meeting and at any adjournment thereof. The resolution put to vote at the meeting shall be decided by poll.

Number Number No. Resolutions relating to: of Votes of Votes For* Against* 1 Directors’ Statement and Audited Financial Statements for the year ended 31 December 2015 2 Approval of one-tier tax exempt dividend 3 Re-election of Mr Sam Goi Seng Hui as a Director 4 Re-election of Mr Francis Lee Choon Hui as a Director 5 Re-appointment of Ms Huang Lui as a Director 6 Approval of Directors’ fees amounting to S$302,800 for the financial year ending 31 December 2016, to be paid quarterly in arrears 7 Re-appointment of KPMG LLP as Auditor 8 Authority to issue shares

* If you wish to exercise all your votes “For” or “Against”, please tick (√) within the box provided. Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2016 Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members # Signature of Shareholder(s) or, Common Seal of Corporate Shareholder 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 81SF of the Securities and Futures Act, Chapter 289), 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 one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. A member who is a relevant intermediary entitled to attend the meeting and vote is entitled to appoint more than two proxies to attend and vote instead of the member, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member appoints more than two proxies,the appointments shall be invalid unless the member specifies the number of Shares in relation to which each proxy has been appointed.

“Relevant intermediary” means:

(a) a banking corporation licensed under the Banking Act (Cap. 19) or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Cap. 289) and who holds shares in that capacity; or (c) the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

5. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.

6. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 11 Changi North Way, GSH Centre, Singapore 498796 not less than forty-eight (48) hours before the time appointed for the Meeting.

7. The instrument appointing a proxy or proxies must be under the hand of the appointor or of 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 an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

8. 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.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 7 April 2016.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in 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 lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.

GSH CORPORATION LIMITED 11 Changi North Way, Singapore 498796 Tel: (65) 6248 5333 Fax: (65) 6881 1000

www.gshcorporation.com