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2012 ANNUAL REPORT MALAYSIA & BEYOND MALAYSIA / VIETNAM / AUSTRALIA / SINGAPORE / CHINA / INDONESIA / UNITED KINGDOM S P SETIA IS AN AWARD-WINNING PUBLIC LISTED COMPANY AND A MARKET LEADER IN PROPERTY DEVELOPMENT. OVER THE YEARS, WE HAVE BUILT HOMES FOR MALAYSIANS FROM ALL WALKS OF LIFE. OUR PRODUCTS RANGE FROM RESIDENTIAL HOUSES TO HIGH-RISE CONDOMINIUMS AS WELL AS COMMERCIAL CENTRES AND BUSINESS PARKS. 2012 saw S P Setia continue to take a commanding lead in the Malaysian property market. The cover design which features a thumbnail section of KL Eco City next to the image of We were ranked No. 1 at The Edge Malaysia Top Property Developer Awards for the seventh the globe, on a fi eld of white, signifi es the vast untapped potential that awaits the Group in time in the award’s ten-year history. We also won our seventh FIABCI Malaysia Property Award. our future endeavours, whether at home or abroad. At the same time, our long-term growth strategy to become a global property player bore KL Eco City was selected because this world-class sustainable eco-city within a city is home even more fruits. In 2012, we made our presence strongly felt in China and the United Kingdom to the newly-opened Setia International Centre, a gallery that showcases all of S P Setia’s with signifi cant and high-value projects. Today, we are present in seven countries, which investment-grade products, both local and international, under one roof. enables us to better serve our customers and introduce the S P Setia brand to an ever wider multinational audience. The overall simplicity of the design concept refl ects our focus on our core values, which will continue to be the touchstones that steer us to an even brighter future as we expand in The theme of this year’s annual report, “Malaysia & Beyond”, was inspired not just by this Malaysia and beyond. two-pronged success but also our commitment to keep both our Malaysian and global business activities equally vibrant. KUALA LUMPUR SINGAPORE JAKARTA BINH DUONG GUANGXI MELBOURNE LONDON SELANGOR JOHOR BAHRU PENANG KOTA KINABALU & MALAYSIA SINGAPORE INDONESIA VIETNAM CHINA AUSTRALIA UNITED KINGDOM CONTENTS Performance Review Financial Statements 6 Corporate Profi le 84 Corporate Information 8 Global Presence 85 Directors’ Report 10 Group Financial Summary 91 Independent Auditors’ Report 93 Statements of Financial Position 95 Statements of Corporate Information Comprehensive Income 12 Corporate Information 96 Consolidated Statement of 14 Corporate Structure Changes in Equity 16 Our Awards 97 Company Statement of Changes in Equity 98 Statements of Cash Flows Business Review 101 Notes to the Financial Statements 18 Board of Directors 189 Statement by Directors 20 Profi le of Board of Directors 189 Statutory Declaration 32 Chairman’s Statement 40 President’s Report 48 Review of Operations Other Information 56 Corporate Responsibility 190 Analysis of Shareholdings 63 Corporate Calendar 193 Analysis of Warrants Holdings 195 List of Material Properties held by the Group Corporate Governance 196 Notice of Annual General Meeting 68 Corporate Governance Statement 202 Group Directory 76 Audit Committee Report 80 Internal Control Statement Proxy Form OUR VISION, MISSION AND VALUES OUR VISION OUR VALUES To be the best in all we do • We uphold quality as our fi rst priority • We are customer-focused OUR MISSION • We are eff ective and effi cient at our tasks We aim to provide superior customer • We practise continuous improvement service and satisfy customer needs • We provide reliable and timely service through a culture of excellence to enhance shareholders’ value. At the same time, • We embrace Information and to be a caring and responsible employer Communication Technology (ICT) mindful of our social responsibility. • We are also profi t-orientated S P SETIA BERHAD GROUP “OUR VALUES ARE THE ANCHOR THAT KEEPS US STEADY AS WE AR 2012 REACH FOR THE STARS.” 2 QUALITY & SERVICE MALAYSIA 3 “From the outset, we adhered to the highest standards – bringing to market products that are distinguished by their innovativeness and quality; providing excellent service both before and after sales; and doing business sincerely and with integrity.” S P SETIA BERHAD GROUP AR 2012 4 QUALITY & SERVICE KL Eco City, Kuala Lumpur 5 CORPORATE PROFILE Ara, Brook Residences on Jesselton Road and Setia V Residences along the famed waterfront THE GROUP STARTED OUT IN 1974 promenade of Gurney Drive. AS A CONSTRUCTION COMPANY AND WAS EVENTUALLY LISTED ON BURSA In East Malaysia, Setia made its presence MALAYSIA IN 1993. IN 1996 IT REFOCUSED felt in Kota Kinabalu, having entered into ITS CORE BUSINESS TO PROPERTY a development agreement with the State DEVELOPMENT WITH SUPPORTING Government to build a state-of-the-art transportation and integrated commercial BUSINESSES IN CONSTRUCTION AND hub there called Aeropod @ Tanjung Aru. WOOD BASED MANUFACTURING. Overseas, the Group has a growing presence in Vietnam since 2007 with its fi rst joint-venture Today, S P Setia is a fully-integrated property development of EcoLakes at My Phuoc. player and well-established in the three key This groundbreaking eco sanctuary located economic centers of Malaysia, namely Klang 40km outside Ho Chi Minh City (HCMC) was Valley, Johor Bahru and Penang. named First Runner-up in the FIABCI Prix d’Excellence Award for Best Development In the Klang Valley, the Group enjoys a strong Master Plan in 2010. Following this, the Group presence through its township developments launched a mixed development project called of Setia Alam and Setia Eco Park in Shah Alam. Eco Xuan at Lai Thieu in Tuan Anh District, It is also known for its three luxury projects in Binh Duong Province. Kuala Lumpur which are Duta Nusantara and Duta Tropika in Sri Hartamas and Setiahills S P Setia entered the Australian real estate in Ampang. market in 2011 with the launch of Fulton Lane in Melbourne’s central business district and It entered the high-end condominium market in has another upcoming project called Parque 2009 with the launch of Setia Sky Residences Melbourne in the suburb of St Kilda. It has also in Kuala Lumpur City Centre. Leveraging on the embarked on two condominium projects in strong demand for commercial and investment Singapore – the fi rst is called 18 Woodsville in grade properties, S P Setia has also expanded Potong Pasir and the second is Eco Sanctuary, into the integrated commercial and retail sector located next to the Bukit Timah Nature Reserve. with projects such as SetiaWalk, Setia Avenue, KL Eco City and Setia City Mall. In 2012, S P Setia spread its wings to two S P SETIA BERHAD GROUP other countries. The fi rst was China where In Johor Bahru, it made its mark through the developer was invited by the Malaysian signature township developments like Bukit Government to lead the Malaysian consortium Indah and Setia Eco Gardens in the Nusajaya formed to jointly develop the China-Malaysia Corridor, Setia Indah and Setia Eco Cascadia Qinzhou Industrial Park. In September 2012, in Tebrau and Setia Tropika in Kempas. Other S P Setia successfully completed its acquisition projects down south include Setia Business of Battersea Power Station in the United Park which off ers ecologically-friendly industrial, Kingdom through a joint-venture with Sime offi ce and warehousing facilities and Setia Sky Darby Berhad and the Employees Provident 88, a luxury condominium project in the heart Fund Board. The redevelopment of this iconic AR 2012 of Johor Bahru city centre. Up north in Penang, central London landmark is slated for launch there is Setia Pearl Island in Bayan Lepas, Setia in early 2013. Vista in Relau, Setia Greens in Changkat Sungai 6 Performance Review PROPERTY DEVELOPMENT Corporate Information CONSTRUCTION WOOD BASED Business Review MANUFACTURING Corporate Governance 10% CONSTRUCTION, WOOD BASED MANUFACTURING AND OTHERS Financial Statements CORE BUSINESS 90% PROPERTY DEVELOPMENT Other Information 7 GLOBAL PRESENCE UNITED KINGDOM 3 S P SETIA BERHAD GROUP 1 MALAYSIA NORTHERN REGION CENTRAL REGION SOUTHERN REGION EASTERN REGION • Setia Pearl Island • Setia Alam • Setia Eco Glades • Bukit Indah Johor • Aeropod • Setia Vista • Setia Eco Park • Kenny Hills Grande • Setia Indah • Setia Greens • Setia City • Setia Federal Hill • Setia Tropika • Setia V Residences • Setia Sky Residences • Duta Nusantara • Setia Eco Gardens • Brook Residences • Dwiputra Residences • Duta Tropika • Setia Eco Cascadia • Setia Eco Forest • SetiaWalk • Setiahills • Setia Business Park I & II AR 2012 • KL Eco City • Setia Sky 88 • Setia EcoHill 8 Performance Review Corporate Information Business Review 2 ASIA 1 MALAYSIA Corporate Governance Financial Statements 4 AUSTRALIA 2 3 4 ASIA UNITED KINGDOM AUSTRALIA VIETNAM INDONESIA LONDON MELBOURNE Other Information Binh Duong Jakarta • Battersea Power Station • Fulton Lane • EcoLakes • Representative Offi ce • Parque Melbourne • EcoXuan CHINA SINGAPORE Guangxi • 18 Woodsville • Qinzhou Industrial Park • Eco Sanctuary (QIP) 9 GROUP FINANCIAL SUMMARY GROUP FIVE-YEAR SUMMARY YEAR ENDED 31 OCTOBER (RM’000) 2008 2009 2010 2011 2012 Revenue 1,471,357@ 1,408,415 1,745,870 2,232,473 2,526,595 Profi t Before Tax 297,867@ 231,112 330,967 430,594 567,505 Profi t Attributable to Shareholders 213,456 171,233 251,813 327,973 393,816 Paid-Up Capital 762,524 762,604 762,606 1,374,554 1,504,250 Shareholders’ Equity 1,975,342 2,037,221 2,189,273 3,446,442 4,043,874 Total Assets Employed 3,560,884@ 3,952,251 4,386,062 5,585,657 9,353,304 Total Net Tangible Assets 1,975,700# 2,037,578# 2,189,352# 3,439,486