NotesTo The Financial Statements - Centurion

Transcription

Our Vision
To be one of Asia’s leading
providers of quality
accommodation and related
professional management
services.
PROJECTS
Under Planning /
Development
FY2015
NET PROFIT
16
ACCOMMODATION
Assets In Operation
4
S$35.6
million
(From Core Business Operations)
Contents
01 Corporate Profile
02 Our Core Values
03 Significant Events in 2015
04 Letter to Shareholders
08 Board of Directors
10 Senior Management
14 Business Portfolio
21
Financial Review
24 Operations Review
28 Market Outlook
32
Corporate Sustainability and Responsibility
36 Investor Relations
38
Group Structure
39 Core Subsidiaries and Associates
40 Corporate Information
41 Corporate Governance Report
56
Financial Report
144 Statistics of Shareholdings
146 Statistics of Warrantholdings
147 Notice of Annual General Meeting
Shaping Our Community
Proxy Form
Our Mission
To be an accommodation
provider of choice through
a holistic management
approach, offering our
residents quality and
comfortable accommodation
within a safe and active
community.
FY2015
GROUP REVENUE
S$104.5 million
Corporate Profile
Centurion
Corporation
Limited (“Centurion” or
the “Group”) is one of Singapore’s largest workers
and student accommodation owner-operators.
It owns, develops and manages quality workers
accommodation assets in Singapore and Malaysia, as
well as student accommodation assets in Singapore,
Australia and the United Kingdom.
Established in 1981 as an audio cassette tape
manufacturing business in Singapore, it became one of
the market leaders in the optical storage media industry
and was listed on the mainboard of the Singapore
Exchange in 1995. Following a reverse acquisition
exercise in 2011, the Group successfully diversified
into the accommodation business to capture growth
opportunities in this niche market.
Within a short span of time, Centurion has developed
a strong portfolio of 16 operational accommodation
assets totalling 50,072 beds, as at 31 December 2015.
By 2018, upon completion of the development of one
more workers accommodation asset in Singapore and
three assets in Malaysia, the Group’s accommodation
portfolio is expected to grow to over 74,500 beds.
In the workers accommodation space, Centurion has
27,600 beds across four workers accommodation
assets in Singapore and 19,800 beds across six
workers accommodation assets in Johor, Malaysia as
at 31 December 2015, which are managed under the
Group’s “Westlite” brand.
In 2014, leveraging its expertise in workers
accommodation, the Group expanded into the student
accommodation business with the acquisition of
RMIT Village in Melbourne, Australia and four student
accommodation assets in Liverpool and Manchester,
United Kingdom, totalling 2,357 beds. In 2015, the
Group also won a bid to operate a 315-bed student
hostel in Singapore. Besides exploring the potential
to enhance these assets, the Group plans to grow its
student accommodation portfolio in key educational
hubs around the world.
With a clear growth strategy to actively enhance and
manage its assets, identify strategic acquisitions
and joint ventures, as well as develop customised
accommodation management services, Centurion is
well positioned to become one of the region’s leading
providers of quality accommodation.
CENTURION CORPORATION LIMITED I
Annual Report 2015
1
OurCore Values
OUR CORE VALUES reflect our passion to
meet our customers’ objectives and provide
services that promote the well-being of our
stakeholders.
1. Respect
We treat every individual with consideration, dignity and
respect at all times. We are sensitive and attentive to different
needs arising from the diverse backgrounds, nationalities,
religions, traditions and culture. We have in place consultation
and grievance mechanisms for the well-being of our residents,
customers and staff.
2. Integrity
We believe in upholding the highest standards of integrity
and to confidently act with honesty at all times. We have
the courage to do what is right, and earn the trust of all our
customers and stakeholders, dedicating our best knowledge
and skills to obtain the best outcome.
3. Creativity
4. Excellence
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We explore innovative methods, processes and best practices
to achieve higher efficiency and productivity to stay ahead.
As a team, we encourage personal initiative, resourcefulness
and a positive mindset to make a difference. This ensures that
we embrace change while constantly improving ourselves
to keep ahead of competition, and enables us to continue
pushing boundaries and expectations.
We strive for excellence and persevere in everything we
do to obtain the best outcome. Our focus and commitment
to quality is embedded in every aspect of our business –
not just physical infrastructure and products, but also our
relationships, processes and services that go into creating a
healthy and positive environment.
Significant Events In 2015
January to March
Awarded 28th Annual (2015) Singapore 1000
Award – Profit Growth Excellence (Services)
Ranked among the top 1,000 companies in
Singapore that had been the driving force behind
Singapore’s recovery from the Global Financial
Crisis.
Refurbishment of RMIT Village, Australia
Strengthened the competitive position of RMIT
Village in Melbourne with the refurbishment of
the rooms in January 2015.
Official opening of Westlite Tampoi, Malaysia
Westlite Tampoi commenced operations
January 2015 with 5,300 beds.
in
Announcement of dividend
Declared a second and final dividend of 1.0
Singapore cent per share for FY2014.
April to June
Awarded a tender to operate a student
accommodation at Short Street, Singapore
Won a bid to operate a 10-storey student hostel
located at Short Street with a lease term of 8 years,
housing over 300 students, with commercial
spaces for businesses such as food and beverages
outlets.
Reconstitution of Board and Board Committees
Board was reconstituted to separate the
management from the Board, which now
comprises all Non-Executive Directors and
Independent Directors, to be in line with good
corporate governance practices.
Groundbreaking for ASPRI-Westlite Papan
Centurion Corporation, Lian Beng Group and
the Association of Process Industry (“ASPRI”)
celebrated the successful groundbreaking
of ASPRI-Westlite Papan on 18 March 2015.
Located at Jalan Papan, the 7,900-bed workers
accommodation is expected to be completed in
mid-2016.
July to September
October to December
Completion of Westlite Woodlands
Successfully
opened
its
fourth
workers
accommodation in Singapore, Westlite Woodlands
with 4,100 beds, in July 2015.
Completion of refurbishment works for CSL
Selegie, Singapore
CSL Selegie student accommodation successfully
completed the first phase of refurbishment works
and started to welcome students.
Finalisation of plans for Westlite Penang Juru,
Malaysia
Signed a supplemental agreement with Penang
Development Corporation to finalise plans for the
Group’s first workers accommodation in Penang.
The 6,100-bed dormitory, spread across 6.6 acres,
is expected to be completed in 2018.
Issued S$65.0 million 5.25% fixed rate notes
Garnered strong interest for the second issue of
S$65.0 million 5.25% fixed rate notes due in 2018.
The notes were 2.6 times over-subscribed from
the initial target size of S$50.0 million.
Announcement of dividend plan and interim cash
dividend
Announced plan to pay an interim dividend on
a half-yearly basis to reward shareholders; an
interim dividend of 0.5 Singapore cent per share
was declared for 1H 2015.
Annual Report 2015
3
Letter To Shareholders
ASPRI-Westlite Papan
Dear Shareholders,
DELIVERING SOLID PERFORMANCE
Centurion delivered strong financial results for the
financial year ended 31 December 2015 (“FY2015”)
with record revenues. As we continue to strengthen our
operational capabilities, enhance our reputation and
build our asset portfolio, Centurion is well positioned
to grow the business and further enhance shareholder
value.
Centurion’s ability to execute our strategies has been
the key driving force in delivering our performance
over the past few years. Our business strategies focus
on: first, growing recurring profits and cash flow by
strengthening the performance of our operational
assets, while building and delivering a healthy pipeline
of assets; second, enhancing our market reputation
and the quality of our portfolio by developing not just
the ‘hardware’ but also the ‘heart ware’; and finally,
strengthening our capital base to deliver sustainable
returns to shareholders. We are pleased to announce
that we have made good progress on all fronts.
Continuing the momentum we have achieved in recent
years, our core business operations delivered a 14%
year-on-year growth in net profit to S$35.6 million, on
the back of a 24% growth in revenue to reach a record
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MR WONG KOK HOE
MR KONG CHEE MIN
Chairman
Chief Executive Officer
S$104.5 million in FY2015. Our stable operational
performance reflects the success of our strategy to build
a diversified portfolio of quality workers and student
accommodation assets across various countries, as
well as our focus on actively managing and enhancing
these assets.
In view of the Group’s stable performance and to reward
shareholders, the Board of Directors decided in the
second quarter of FY2015 to pay an interim dividend on
a half-yearly basis. For the final dividend, the Board of
Directors has recommended a dividend of 1.0 Singapore
cent per share. Combined with the interim dividend of
0.5 Singapore cent per share, the total dividend declared
in respect to FY2015 would amount to 1.5 Singapore
cents per share.
SHAPING OUR SUCCESS
In FY2015, we continued to enhance our portfolio
of workers and student accommodation assets,
through a combination of active management, new
asset developments as well as asset enhancement
initiatives.
In Singapore, the Group has achieved close to full
occupancy rates in three of our four operating workers
accommodation, namely Westlite Toh Guan, Westlite
Mandai and Westlite Tuas. In July 2015, the Group
reinforced its market position with the completion of its
fourth workers accommodation, Westlite Woodlands.
As at 31 December 2015, Westlite Woodlands has
secured over 50% occupancy, despite the economic
slowdown which has resulted in a longer period to
ramp up its occupancy.
In Malaysia, the Group opened its sixth workers
accommodation, Westlite Tampoi, in January 2015. In
FY2015, the overall occupancy rates for the Group’s
assets in Malaysia continued to stay healthy, although
it has recently experienced some softening due to
the slowdown in the country’s manufacturing sector,
coupled with challenges faced by employers in
retaining and recruiting foreign workers.
Notwithstanding the current headwinds in the market,
the Group remains confident of its position as a firstmover in the purpose-built workers accommodation
business in Malaysia, and of Malaysia‘s potential as
a key manufacturing base in the region. To further
diversify its business, the Group has also expanded
beyond Johor to Penang which is another important
manufacturing hub for multi-national companies.
On the student accommodation business, we
strengthened the competitive position of RMIT Village
in Melbourne with the successful refurbishment of its
rooms in January 2015. In July 2015, we also completed
the first phase of our refurbishment at Manchester
Student Village in the United Kingdom (“UK”), with
the creation of more communal spaces and amenities
for the students, and a new reception area. Overall,
our student accommodation portfolio in Australia and
the UK continued to perform well with close to full
occupancy across all the assets.
In May 2015, we won a tender to operate our first student
accommodation in Singapore. CSL Selegie started to
welcome students in October 2015 and marketing efforts
are underway to ramp up its occupancy.
During the year, we strengthened the Group’s capital
base, which will allow us to continue to pursue our
strategic growth plans. The Group’s operational
accommodation assets generated a stable and strong
operating cash flow of S$60.1 million in FY2015, a 27%
increase from S$47.4 million in FY2014.
In spite of the volatile global capital market, the Group
successfully completed its second issue of S$65
million 5.25% fixed rate notes under the Medium Term
Note (“MTN”) Programme, following its inaugural
S$100 million issue in 2013. We are encouraged by
the investors’ response for the notes, which were 2.6
times over-subscribed from the initial target size of S$50
million.
SHAPING OUR COMMUNITY
Our culturally-diverse residents – workers and
students alike – are at the heart of our business and
we aim to provide them with a conducive and active
living community, and an environment that is safe
and welcoming. We organise many recreational and
educational activities for our residents, occasionally
in partnerships with NGOs, community groups and
tertiary students. These activities range from language
proficiency courses to health screening and counselling
sessions, to excursions in Singapore and even
Malaysia.
To remain at the forefront of the market, we
continuously look for ways to improve our offerings.
Westlite Woodlands, for instance, is probably the first
purpose-built workers accommodation in Singapore to
have a three-bedroom apartment concept to provide
added privacy and comfort for residents, especially for
Annual Report 2015
5
workers working on different shifts. We also designed
our indoor and outdoor communal facilities to optimise
space and improve interaction among residents. Later
this year, we look forward to the opening of ASPRIWestlite Papan, which would be the first purposebuilt workers accommodation in Singapore with an
integrated training facility, designed in collaboration
with the Association of Process Industry (“ASPRI”).
In the same positive vein, the Group’s student
accommodation business is expected to perform
well with close to full occupancy for its 456 beds in
Melbourne, Australia, and 1,901 beds across its four
assets in Manchester and Liverpool, UK, for the 2016
academic year. The newly opened CSL Selegie in
Singapore is also targeted to achieve healthy occupancy
in 2016.
To deliver the best student accommodation experience,
we are working closely with the students, universities,
and the communities we operate in, to build a reputable
brand name and scalable platform. The student
accommodation business is a growing and an important
segment of our operations, with tremendous growth
opportunities given the strong demand for quality
student accommodation in the educational hubs we are
located in. We aim to build the same level of trust and
reputation for our student accommodation business,
in the same way that we have done for our workers
accommodation business.
We recognise the potential headwinds in the workers
accommodation industry, and are proactively managing
the business to stay ahead of the competition. In this
context, we continue to look forward with confidence
and believe Centurion remains well-placed among
our peers to maintain our market position. We will
continue to evaluate asset enhancement opportunities
and selectively exploring opportunities for strategic
expansion in existing and new markets.
SHAPED FOR THE FUTURE
Looking ahead, we maintain our positive outlook
on the long-term demand for purpose-built workers
accommodation in Singapore and Malaysia. While
we anticipate that the Singapore economy will soften
and the supply of beds in purpose-built workers
accommodation is expected to increase this year, we
believe our workers accommodation business will
withstand these short term challenges, given our strong
leadership position and established market reputation.
Similarly, we believe we are poised to benefit from the
opportunities in Malaysia, as we are the only purposebuilt workers accommodation provider there. In spite
of the weakening Malaysian economy, the demand
for foreign workers still persists, with multinational
companies in the manufacturing sector exploring
ways to diversify their source of recruitment of foreign
workers.
Moving forward, our growth momentum will be
sustained by the pipeline of our developmental projects
and continued ramping up of occupancy of our recently
completed projects, including Westlite Woodlands in
Singapore and Westlite Senai II in Malaysia. The Group
has a healthy pipeline of approximately 19,000 more
beds from the completion of ASPRI-Westlite Papan in
mid-2016, and Westlite Bukit Minyak and Westlite Juru
in Malaysia in 2017 and 2018, respectively.
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ACKNOWLEDGEMENTS
In closing, we would like to take this opportunity
to welcome to the Board, Non-Executive Directors
Mr David Loh and Mr Han Seng Juan, who are the
controlling shareholders of Centurion. Both Mr Loh
and Mr Han bring with them extensive corporate and
business expertise to the Board, and we look forward
to their counsel and contributions in the years ahead.
At the same time, Mr Kong Chee Min, Mr Tony Bin and
Mr Lee Kerk Chong have stepped down as Executive
Directors and remain an integral part of the Group’s
executive management team.
The above changes are in line with good corporate
governance practices, and a move towards separating
the management from the Board which now comprises
all Non-Executive Directors and Independent Directors.
We are grateful for the contributions and stewardship of
former and existing Board members.
Centurion is also privileged to have the commitment of
our faithful shareholders, supportive business partners
and dedicated employees. Thank you very much for
your confidence in the Group and we look forward to
shaping our future, with your support.
Yours faithfully,
Wong Kok Hoe (Chairman)
Kong Chee Min (Chief Executive Officer)
Our Shaped Future
Westlite Toh Guan
Despite the threats of competition and weakening economies where the Group operates in, we remain
optimistic in the long-term demand for purpose-built workers and student accommodations. Our efforts
in proactively managing our accommodation in Singapore and Malaysia will prove vital in mitigating
economic and industry headwinds which are anticipated in the current year.
In our pursuit for growth and results for our shareholders, we will stay vigilant to industry, economic
and policy developments, and make the necessary adjustments to our business strategies so as
to adapt to any changes in industry demands. Nonetheless, we will stay true to our core values by
continuing to provide quality accommodation and active community living in our workers and student
accommodation assets.
Annual Report 2015
7
Board
Of Directors
Seated (From Left): Mr Loh Kim Kang David, Mr Han Seng Juan, Mr Chandra Mohan s/o Rethnam
Standing (From Left): Mr Gn Hiang Meng, Mr Wong Kok Hoe
MR WONG KOK HOE
Non-Executive Chairman
Mr Wong joined the Board on 1 August 2011 as NonExecutive Chairman. He is also a member of the
Nominating, Audit and Remuneration Committees. He
was last re-elected a Director of the Company on 23
April 2014.
Mr Wong is the Group Chief Operating Officer of
Centurion Global Ltd, the controlling shareholder of
the Company. He is responsible for the operations of
Centurion Global Ltd and its subsidiaries’ investments
across a wide range of industries in various
jurisdictions.
Prior to joining Centurion Global Ltd in 2009, Mr Wong
was a partner in a local advocates and solicitors firm. He
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has more than 18 years of experience in legal practice,
where he specialised in corporate law, corporate
finance, mergers and acquisitions and venture capital.
Mr Wong holds a Bachelor of Law (Honours) degree
from the National University of Singapore.
MR LOH KIM KANG DAVID, PBM
Non-Executive Director
Mr Loh joined the Board on 8 May 2015 as a NonExecutive Director.
He brings with him decades of investment and
stockbroking experience. He was most recently a
Director at UOB Hay Kian Pte Ltd from 2009 to 2010
and Dealer (Director) from 2007 to 2009. From 1999 to
Board
Of Directors
2007, he was Executive Director of Kian Hian Pte Ltd.
Prior to that, he held the position of Dealer (Dealing
Director) at OUB Securities Pte Ltd from 1995 to 1996
and at Ong & Company Pte Ltd from 1989 to 1995.
Since 2008, Mr Loh has been a Principal and Director
of Centurion Global Ltd, the controlling shareholder of
the Company. Mr Loh is the maternal cousin of Mr Han
Seng Juan, Non-Executive Director and controlling
shareholder of the Company, and brother-in-law of Mr
Tony Bin Hee Din, Executive Director, Accommodation
Business of the Company and Chief Executive Officer of
Centurion Properties Pte Ltd, a subsidiary of Centurion
Global Ltd.
Mr Loh holds a Bachelor of Science degree from the
University of Oregon.
MR HAN SENG JUAN, PBM, BBM
Independent Director on 1 March 2014. He was last
re-elected a Director of the Company on 26 April
2013. Mr Gn is also the Chairman of both the Audit
and Nominating Committees and a member of the
Remuneration Committee.
Mr Gn was with the United Overseas Bank Group
for 28 years. Prior to his resignation in 2001, he was
the Senior Executive Vice-President in charge of
investment banking and stock broking businesses. He
was the Deputy President of UOL Group prior to his
retirement in 2007.
Mr Gn graduated with a Bachelor of Business
Administration (Honours) degree from the then
University of Singapore.
He is also an Independent Director of Haw Par
Corporation Limited, Koh Brothers Group Limited,
SingHaiyi Group Limited and TEE International Ltd.
Mr Han joined the Board on 8 May 2015 as a NonExecutive Director.
MR CHANDRA MOHAN S/O RETHNAM,
PBM, BBM
Non-Executive Independent Director
Mr Han has extensive experience in the investment and
stockbroking industry. His last position was in UOB
Kay Hian Pte Ltd where he was a Director from 2009 to
2010 and Dealer (Director) from 2007 to 2009. Before
that, Mr Han was with Kian Hian Pte Ltd where he was
a Director from 1999 to 2007 and Associate Director
from 1996 to 1999. From 1989 to 1995, he was a dealer
(Dealing Director) at Ong & Company Pte Ltd. Mr Han
started his career as a Dealer at UOB Securities Pte Ltd
from 1987 to 1989.
He has been a Principal and Director of Centurion Global
Ltd, the controlling shareholder of the Company, since
2008. Mr Han is the maternal cousin of Mr Loh Kim
Kang David, Non-Executive Director and controlling
shareholder of the Company.
Mr Han was presented with the Bintang Bakti
Masyarakat (Public Service Star) (BBM) at the 2015
National Day Awards. He was previously presented
with the Pingat Bakti Masyarakat (Public Service
Medal) (PBM) at the 2011 National Day Awards.
Mr Han holds a Bachelor of Science degree from the
University of Oregon.
MR GN HIANG MENG
Lead Independent Director
Mr Gn was appointed as Non-Executive Independent
Director of the Group on 17 May 2007 and as Lead
Mr Mohan was appointed as a Non-Executive
Independent Director of the Company on 17 May 2007
and was last re-elected a Director on 28 April 2015. He
is also the Chairman of the Remuneration Committee
and a member of both the Audit and Nominating
Committees.
Mr Mohan is presently an Advocate and Solicitor and
a Partner of a law firm in Singapore. Prior to that, he
was a lecturer with the Faculty of Law at the National
University of Singapore, which he joined in 1987. On
top of his experience in law, he is also a Fellow of the
Singapore Institute of Arbitrators and the UK Chartered
Institute of Arbitrators.
Mr Mohan has been appointed to sit on the SINDA
Executive Committee for the term 2015 - 2017 and is
the Chairman of its Donor Relation Sub-Committee
with effect from 27 October 2015.
Chandra was presented with the Bintang Bakti
Masyarakat (Public Service Star) (BBM) at the 2015
National Day Awards. He was previously presented
with the Pingat Bakti Masyarakat (Public Service
Medal) (PBM) at the 2011 National Day Awards.
His academic qualifications include a Bachelor of Law
(Honours) degree from the University of Singapore
and a Master of Law degree from the University of
Cambridge.
Annual Report 2015
9
Senior Management
Seated (From Left):
Ms Foo Ai Huey, Mr Kong Chee Min, Ms Lee Geok Ing Janice
Standing (From Left):
Mr Leong Siew Fatt, Mr Yeo Boon Hing David, Mr Lee Kerk Chong, Mr Teo Peng Kwang Kelvin, Mr Bin Hee Din Tony, Mr Ho Lip Chin
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Senior Management
MR KONG CHEE MIN
Chief Executive Officer
Mr Kong was appointed as Chief Executive Officer of the
Group in August 2011 and oversees its operations and
strategic growth. Mr Kong joined the Group in 1996 and
was a member of the Board from 28 March 2000 until
he stepped down on 8 May 2015.
Prior to his appointment as the Group’s Chief Executive
Officer, Mr Kong was the Group’s Regional CEO and
Finance Director, responsible for the Group’s overseas
optical disc business operations as well as the
Group’s finance, accounting, information technology,
administration and corporate management functions. He
also assisted Mr Lee Kerk Chong, founder of the Group
in managing and driving the strategic development and
growth of the Group’s Optical Disc Business.
Mr Kong is a Certified Public Accountant with over
25 years of finance and corporate management
experience. He worked in an American MNC as well as
an international public accounting firm before joining
the Group in 1996. Mr Kong graduated with a Bachelor
of Accountancy degree from Nanyang Technological
University. He is also a member of the Institute of
Singapore Chartered Accountants.
MR LEE KERK CHONG
Executive Director – Optical Disc Business
Mr Lee is primarily responsible for the strategic
planning and overall management of the optical storage
manufacturing operations of the Group. Mr Lee was a
member of the Board since 1984 until his retirement on
28 April 2015.
Mr Lee is the founder of the Group’s optical media
business segment, formerly known as SM Summit
Holdings Limited. Over the years, he grew the business
from a single factory producing audio cassette tapes into
an integrated optical storage media solutions provider
in the region. Mr Lee’s career in the media storage
industry spans over 40 years, and he brings his vast
entrepreneurial experience and strong management
skills to the Group.
MR BIN HEE DIN TONY
Executive Director – Accommodation Business
Mr Bin is primarily responsible for the strategic planning
and overall management of the Group’s accommodation
business. Mr Bin is also the Chief Executive Officer of
Centurion Properties Pte Ltd (“Centurion Properties”),
a subsidiary of Centurion Global Ltd, the ultimate
controlling shareholder of the Company. Mr Bin
was a member of the Board from 1 August 2011 until
he stepped down on 8 May 2015.
Mr Bin joined Centurion Properties in 2007 and has
been managing its accommodation business since
2008. Prior to joining Centurion Properties, Mr Bin was
the concurrent General Manager of Guthrie Properties,
Heartland Retail Holdings and AsiaMalls Management
Pte Ltd from 1999 to 2007. Between 1989 and 1999,
Mr Bin was in the financial industry, specifically in
the areas of corporate banking (real estate) and debt
capital markets. Between 1984 and 1989, he was with a
statutory board and a property developer.
Mr Bin graduated from the National University of
Singapore in 1984 with a degree in Bachelor of Science
(Estate Management). Mr Bin is the brother-in-law of
Mr Loh Kim Kang David, a controlling shareholder of
the Company.
MS FOO AI HUEY
Chief Financial Officer
Ms Foo was appointed as the Group’s Chief Financial
Officer in August 2011 after the Group enlarged
its principal business activities to include the
Accommodation Business. She was previously the
Group’s Finance Manager when she joined in April 2000.
Currently, she heads the finance team and manages the
full spectrum of finance accounting and tax functions
for the Group including its financial and management
reporting requirements.
Prior to joining the Group, Ms Foo was a Senior
Accountant of MOH Holdings Pte Ltd (formerly known
as “Health Corporation of Singapore Pte Ltd”) and had
also worked as an internal auditor in a Singapore listed
company. She has accumulated more than 23 years of
finance and accounting related experience covering
internal audit, taxation, internal control, financial
accounting, cost and management accounting in the
accommodation, manufacturing, service and health
care industries. Ms Foo holds a Bachelor of Commerce
from the University of Newcastle, Australia and is
a member of the Institute of Singapore Chartered
Accountants and CPA Australia.
MS LEE GEOK ING JANICE
HR & Admin Manager
Ms Lee was first appointed to the Board on 11 August in
1994. She resigned from the Board on 18 May 2007 and
remains as Human Resource and Admin Manager. She
is the sister of Mr Lee Kerk Chong and has been with the
Group since its incorporation. As HR & Admin Manager,
she currently oversees the Group’s human resource
development, administration, security and facilities
management. Ms Lee is equipped with over 31 years
of accounting, human resource and administrative
experience, and was an external auditor with a local
public accounting firm and had worked in a private
company overseeing its finance, administration and
human resource matters before joining the Group.
Annual Report 2015
11
Senior Management
MR TEO PENG KWANG KELVIN
Chief Operating Officer – Accommodation Business
Mr Teo was appointed as Chief Operating Officer of the
Group’s Accommodation Business in August 2011. He
is presently responsible for the day-to-day operations
and expansion of the Group’s Accommodation
Business. He also assists the Executive Director –
Accommodation Business in growth and strategic
planning. Mr Teo joined in 2007 as Executive Director
of Centurion Dormitory (Westlite) Pte Ltd, one of the
Group’s acquired subsidiaries in 2011.
Mr Teo has over 29 years of experience in the property
and workers accommodation development and
management business. Prior to 2007, Mr Teo was
involved in the operations of various dormitories
in Singapore for approximately 17 years. Mr Teo’s
extensive experience also includes the development
of a condominium and two terraced housing projects
as well as the upgrading of a hotel and several other
landed properties.
Mr Teo is the First Vice President of the Dormitory
Association of Singapore Limited (“DASL“) and a
member of the Board of Trustees of the Migrant
Workers’ Assistance Fund, Migrant Workers’ Centre.
Mr Teo was the President of the DASL from September
2012 to June 2015.
MR HO LIP CHIN
Chief Investment Officer – Accommodation Business
Mr Ho joined the Group in January 2012 as Director,
Investments, before his appointment as Chief Investment
Officer in 2015. He is responsible for growing the Group’s
Accommodation Business and assists in the Group’s
strategic planning activities. Mr Ho has over 15 years
of experience in real estate and hospitality industries
across Asia Pacific. Prior to joining the Group, he was
the Director, Real Estate at Centurion Properties, where
he was involved in its real estate investments and
accommodation business.
Mr Ho had previously worked with global companies
including Pramerica Real Estate Investors, GE Real
Estate and InterContinental Hotels Group in the areas
of investment, fund management, asset management,
business development and marketing.
Mr Ho graduated from the University of San Francisco
with Masters of Business Administration and Bachelor
of Science in Business Administration degrees.
MR LEONG SIEW FATT
Director of Operations –
Optical Disc Business / Accommodation Business
Mr Leong joined the Group in 1993 as an engineer and
is currently the Director of Operations – Optical Disc
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Business / Accommodation Business. He is responsible
for overseeing the day-to-day operations of the Group’s
workers accommodation in Malaysia as well as the
operations of the Group’s student accommodation
business in the United Kingdom and Singapore. He is
also responsible for the Group’s optical disc technical
and manufacturing operations. Mr Leong has extensive
technical, operational and management experience
spanning over 31 years.
Mr Leong graduated with a Bachelor of Engineering
Management degree from the University of Western
Sydney.
MR YEO BOON HING DAVID
Regional Sales & Marketing Director – Optical Disc Business
In his current role, Mr Yeo is responsible for the regional
sales and marketing function of the Group’s optical
disc business. He has a wealth of in-depth sales and
marketing experience and management experience
in both local and multi-national organisations. Mr
Yeo first joined Summit CD Manufacture Pte Ltd,
a Singapore subsidiary of the Group, as Sales and
Marketing Director in 1997.
Besides his role as Regional Sales & Marketing Director
at Group level, Mr Yeo is also presently the Chief
Executive Officer of Summit CD Manufacture Pte Ltd
overseeing its local operations.
Mr Yeo holds a Bachelor of Science degree with double
majors in Finance and Marketing.
MR HARYADI HANDOKO
Executive Director of PT Digital Media Technology –
Optical Disc Business
Mr Handoko first joined the Group’s subsidiary in
Indonesia, PT Digital Media Technology (“DMTech”) in
September 2003 as Business Development Manager
and was subsequently promoted to Sales & Marketing
– General Manager in 2007. In 2014, he was promoted
to his current position as Executive Director and he is
responsible for the strategic planning, expansion and
day-to-day operations of DMTech.
Mr Handoko has over 15 years of sales and marketing
experience. Prior to joining the Group, he worked as
a Sales & Marketing Manager with multi-national and
international corporations such as Daewoo International
Corporation, Dharmala Intiland, and Aneka Infokom for
Toshiba Notebook Sales.
Mr Handoko graduated with a Bachelor of Science in
Computer Science from Nihon University Chiyoda-ku,
Tokyo Japan.
Our Shaped Presence
Westlite Woodlands
Centurion has a bed capacity of 50,072 beds, an almost 10,000-bed increase from the year before, and
almost 10 times more than when we started in 2011. Our growth is expected to remain steady, with the
completion of developmental projects, to reach over 74,500 beds by 2018.
Given the success from the student accommodation business in the overseas markets, the Group added
a Singapore student accommodation asset to its portfolio, marrying its knowledge of managing student
accommodation assets with its track record of operating workers accommodation assets in Singapore.
The Group also began operations for two more workers accommodation, one each in Singapore and
Malaysia.
Business Portfolio
Westlite Mandai (45% owned)
• 6,300 beds
• Land tenure: Freehold
• Land area: 8,000 sqm
•One of the largest freehold purpose-built
workers accommodation in Singapore
BKE
KJE
PIE
Westlite Tuas
•8,600 beds
• Land tenure: 3+3+3 years (wef 2008)
• BCA Green Mark Gold Award Winner
AYE
Jurong Island
ASPRI-Westlite Papan (51% owned)
• 7,900 beds
• Land tenure: 23 years (wef 2015)
• First-of-its-kind workers accommodation in
Singapore that incorporates a training centre
• Expected to be completed in mid-2016
14
Business Portfolio
SINGAPORE
Total Operational: 27,915 Beds
Total Pipeline: 7,900 Beds
(as at 31 Dec 2015)
Westlite Woodlands
• 4,100 beds
•Strategically located near the Woodlands industrial
hub, the accommodation caters to workers from the
marine, process and manufacturing industries.
TPE
SLE
CTE
KPE
PIE
ECP
CSL Selegie
• 315 beds
• Land tenure: 3+3+2 years (wef 2015)
•Centurion’s first student hostel in Singapore
Westlite Toh Guan
• 8,600 beds
• Conveniently located in the Jurong locality with easy
access to major expressways, the accommodation
caters to workers from all industries.
Annual Report 2015
15
Business Portfolio
Westlite Bukit Minyak
• 5,000 beds
• Centurion’s first Malaysian worker’s accommodation
outside Johor
• Expected to be completed in 2017
Penang
Westlite Johor Tech Park
• 5,800 beds
•One of the largest purpose-built workers
dormitory in Johor
Westlite Juru
• 6,100 beds
• Land tenure: 99 years
• Expected to be completed in 2018
Westlite Senai II
• 5,500 beds
• Construction was completed in January 2016
Westlite Senai
• 2,600 beds
• Located near established industrial parks
in Senai where several major multinational
electronics manufacturers are based
16
Nusajaya, Johor
• Land use conversion in progress
• Located in Nusajaya, one of the five flagship zones of
Iskandar, Malaysia
Business Portfolio
MALAYSIA
Westlite Tampoi
• 5,300 beds
• Located in one of the established industrial zones in
Iskandar Malaysia within close proximity to several
major multinational electronics manufacturers
Total Operational: 19,800 Beds
Total Pipeline: 16,600 Beds
(as at 31 Dec 2015)
Westlite Desa Cemerlang
• 1,600 beds
•Located near the major
manufacturing hubs of Taman
Perindustrian Tiram Utama
Westlite Pasir Gudang
• 2,000 beds
• Located near the industrial zone within Pasir Gudang
Johor
Westlite Tebrau
• 2,500 beds
• One of Johor’s first purpose-built workers
accommodation
Annual Report 2015
17
Business Portfolio
The Grafton
• 145 beds
• Land area: 882 sqm
• Located off the main Oxford Road
and short walk to the University of
Manchester’s main campus
Cathedral Campus
• 384 beds
• Close proximity to Liverpool John Moores
University, Liverpool Institute of Performing
Arts, and Liverpool City Centre
Manchester Student Village South
• 355 beds
•Short walk from the city campuses
to the North and Fallowfield to the
South
18
UNITED KINGDOM
Total: 1,901 Beds
(as at 31 Dec 2015)
Manchester Student Village
•1,017 beds
•Land tenure: Freehold
•Land area: 4,403 sqm
•Easy access to the University
of Manchester and Manchester
Metropolitan University campuses,
as well as Manchester City Centre
Business Portfolio
Land at Port Hedland
•Currently undergoing rezoning to “mixedbusiness” and short-stay accommodation
AUSTRALIA
Total: 456 Beds
(as at 31 Dec 2015)
RMIT Village
• 456 beds
• Centurion’s first student accommodation asset
• Located close to Melbourne’s Central Business District
and in close vicinity to RMIT University and the
University of Melbourne
INDONESIA
Land in Bekasi, Indonesia
• Evaluating the development of an accommodation to house workers as well as middle-level executives
working in nearby industrial parks
Annual Report 2015
19
Our Shaped Performance
RMIT Village
FY2015 saw the Group recording another year of strong financial performance. We surpassed the
previous year’s revenue by 24% to record our highest ever revenue of S$104.5 million, and a 14%
growth in net profit from core business operations to S$35.6 million.
With the Group’s success in diversifying its portfolio, we will build on our operations of existing assets
to continue delivering value to our shareholders and achieving strong results in the years to come. The
Group is on track to grow its workers and student accommodation business portfolio with over 74,500
beds by 2018.
20
Financial Review
FINANCIAL HIGHLIGHTS AT A GLANCE
Revenue (S$’000)
Gross Profit (S$’000)
120,000 -
104,538
68,820
100,000 -
84,443
50,064
40,000 -
57,053
27,675
40,000 -
32,694
20,000 -
20,000 0-
55,784
60,000 -
80,000 60,000 -
80,000 -
FY2012
FY2013
FY2014
FY2015
0-
FY2012
FY2013
Net Profit From Core Business Operations
EBITDA (S$’000)
(S$’000) (recurring, excluding one-off items*)
(recurring, excluding one-off items*)
40,000 -
35,586
FY2014
80,000 67,025
31,118
30,000 -
40,000 -
19,058
14,076
25,592
10,000 0-
53,403
60,000 -
20,000 -
32,471
20,000 -
FY2012
FY2013
FY2014
FY2015
Earnings Per Share From Core Business
Operations (Cents) (recurring, excluding one-off items*)
5.00 4.11
4.71
0-
FY2012
FY2013
FY2015
60.00 -
2.52
51.61
53.49
FY2014
FY2015
38.74
40.00 -
3.00 -
FY2014
Net Asset Value Per Share (Cents)
4.00 -
2.00 -
FY2015
27.42
1.86
20.00 -
1.00 0.00 -
0.00 FY2012
FY2013
FY2014
FY2015
FY2012
FY2013
* One-off items refer to fair value gains, investment write-down and trading profits from the sale of industrial factory units.
Annual Report 2015
21
Financial Review
SEGMENTAL REVIEW
KEY FINANCIAL HIGHLIGHTS
(S$’000)
FY2014
FY2015
Change %
Revenue Contribution by Business Segment
26%
Revenue
84,443
104,538
+24%
Net Profit from
Core Business
Operations
31,118
35,586
+14%
(recurring, excluding
one-off items*)
Net Profit
Margin from
Core Business
Operations
(include one-off items
and discontinued
operations)
37%
34%
- 3pp
111,150#
33,979^
- 69%
* One-off items refer to fair value gains, investment write-down and
trading profits from the sale of industrial factory units.
# Net Profit for FY2014 includes net fair valuation gains of S$62.8
million as well as one-off gain of S$17.3 million from the sale of
industrial factory units.
^ Net Profit for FY2015 includes net fair valuation gains of S$3.2 million
and write down of investment of S$4.8 million in an associated
company.
REVENUE
In FY2015, the Group registered a record revenue of
S$104.5 million, a 24% increase from S$84.4 million
in FY2014. Net profit from core business operations
continued to grow to S$35.6 million, a year-on-year
increase of 14%. The strong performance in FY2015
was mainly due to the Group’s expansion of its workers
and student accommodation portfolio to 50,072 beds,
up from 40,362 beds at the end of FY2014.
During the year in review, the Group’s Accommodation
Business registered a 30% rise in revenue, which
stemmed largely from its successful expansion into
the student accommodation business, expanded bed
capacity in the workers accommodation portfolio,
and Westlite Woodlands commencing operations in
July 2015. The Group’s Accommodation Business
continued to be its key revenue driver, making up 95%
of total revenue, with the other 5% from its Optical Disc
Business.
22
17%
10%
73%
69%
2015
(recurring, excluding
one-off items*)
Net Profit After
Tax
5%
2014
Workers Accommodation
Student Accommodation
Optical Disc
The Group’s workers accommodation assets continued
to contribute to the bulk of the Group’s revenue,
accounting for 69% of total revenue in FY2015. Revenue
from its workers accommodation assets grew 16% from
S$61.9 million in FY2014 to S$72.1 million in FY2015,
mainly due to the completion of Westlite Woodlands and
WestliteTampoi, in Singapore and Malaysia respectively,
coupled with higher rental rate and occupancy in its
existing workers accommodation portfolio.
As part of the Group’s diversification strategy, it
expanded into the student accommodation business
in FY2014, resulting in a more balanced revenue
contribution across the segments this year. With fullyear contributions from its student accommodation
assets in Australia and the United Kingdom, this
segment accounted for S$27.4 million or 26% of the
Group’s revenue for FY2015, a year-on-year increase of
88% from S$14.6 million last year.
Revenue from the Group’s Optical Disc Business,
which accounted for approximately 5% of the Group’s
revenue in FY2015, registered a 37% decline to S$5.1
million due to continued weak market demand for
physical optical disc media and the scaling down of
the Group’s Indonesian plant starting September 2015,
which eventually ceased manufacturing operations on
31 December 2015.
PROFITABILITY
On the back of revenue growth from the expansion
of its Accommodation Business, the Group’s gross
profit continued to improve, increasing 23% to reach
S$68.8 million in FY2015, compared to S$55.8 million
in FY2014. The Group maintained a healthy gross profit
margin of 66% during the year in review.
In the absence of one-off and similar levels of fair value
gain from investment properties, the Group saw its net
Financial Review
profit decrease 69% to S$34.0 million, from S$111.2
million the year before. In FY2014, there was a net
fair value gain of S$62.8 million and a one-off gain of
S$17.3 million from the sale of industrial factory units
at M-Space. On the other hand, FY2015 registered a
net fair value gain of S$3.2 million (includes associated
companies fair value loss) and a one-off write down of
S$4.8 million in investments in an associated company,
Lian Beng-Centurion (Mandai) Pte Ltd.
Excluding the one-off items and fair value gain from
investment properties, the Group’s profit from core
business operations recorded a growth of 14% from
S$31.1 million in FY2014 to S$35.6 million in FY2015.
The Group’s Accommodation Business contributed
substantially to the overall net profit, while the Optical
Disc Business contributed a net profit of S$0.4 million
in FY2015.
Similarly, earnings per share (“EPS”) in FY2015 posted
a decrease of approximately 69% to 4.52 cents per
share, from 14.70 cents per share in FY2014. However,
excluding the one-off items and fair valuation gains, the
EPS derived from core business operations increased
15% year-on-year from 4.11 cents in FY2014 to 4.71
cents per share in FY2015.
Net asset value per share for the Group stood at 53.49
cents as at 31 December 2015, up from 51.61 cents in
the same period a year ago.
CASH FLOW AND BALANCE SHEET
The Group’s operational accommodation assets
continued to generate strong operating cash flow
of S$60.1 million in FY2015, a 27% increase from
S$47.4 million in FY2014. With active debt and capital
management policies in place, the Group’s balance
sheet remained robust with S$138.4 million cash and
cash balances. Cash and cash balances increased by
S$75.3 million largely due to the issuance of the S$65
million Multicurrency Medium Term Note (“MTN”)
in July 2015 as well as net cash generated from
operations.
of FY2015. Accordingly, the Group’s net gearing ratio
as at 31 December 2015 increased from 45% to 50%.
Despite the higher gearing ratio, the 4 times interest
cover continues to be adequate and is within the
Group’s interest cover threshold.
Given the strong and stable operating cashflow, the
Group currently has sufficient cash resources and
banking facilities (both in aggregate of approximately
S$213 million) available to meet the financing needs of
the maturing MTN and its current liabilities.
The Group has adequate debt headroom, with a long
term bank debt maturity profile averaging 12 years
for its developmental and operating assets. To ensure
sustainable growth in the long run, the Group will
carefully balance between acquiring assets which
will contribute to the current income and investing in
developmental projects for future growth.
DIVIDENDS
The Group is focused on enhancing long-term
shareholders’ value by managing and growing its
businesses to deliver sustainable earnings growth.
While it does not have a fixed dividend policy, it has
been rewarding shareholders with cash dividends
since FY2012. Since the second quarter of FY2015, the
Group has decided to pay an interim dividend on a
half-yearly basis, in view of the Group’s stable financial
performance.
To reward shareholders, the Board has recommended
a final dividend of 1.0 Singapore cent per share.
Together with the interim dividend of 0.5 Singapore
cent per share, this brings the total dividend declared
in FY2015 to 1.5 Singapore cents per share.
The Board will aim to continue to propose payment
of dividends to reward shareholders, after taking into
consideration the Group’s profits, financial position and
projected capital requirements for business growth.
Investment properties increased by S$207.0 million
to S$891.5 million, mainly due to the acquisitions and
development of accommodation projects in Singapore,
Malaysia, Australia and the United Kingdom as well as
S$3.6 million net fair value gains for the year.
The Group’s borrowings increased a further S$238.8
million, largely due to the bank loans to finance the
development of its workers accommodation projects
as well as the issuance of the MTN in the third quarter
Annual Report 2015
23
Operations Review
WELL-DIVERSIFIED PORTFOLIO
In FY2015, the Group focused on strengthening its diversified
portfolio of workers and student accommodation assets in
various countries, via new developments and asset enhancement
initiatives. As at 31 December 2015, its portfolio consists of 16
operational accommodation assets with a capacity of 50,072 beds,
with two projects undergoing development (Westlite Senai II and
ASPRI-Westlite Papan) and two projects under planning (Westlite
Bukit Minyak and Westlite Juru).
Westlite Bukit Minyak will be Centurion’s first workers
accommodation in Penang
Accommodation Growth Profile
Singapore (Workers Accommodation)
Malaysia (Workers Accommodation)
Australia (Student Accommodation)
315
1,901
456
United Kingdom (Student Accommodation)
Singapore (Student Accommodation)
315
1,901
456
1,906
456
315
1,901
456
315
1,901
456
36,400
30,300
25,300
19,800
14,500
13,500
10,900
13,900
35,500
35,500
35,500
63,472
2016
68,472
2017^
74,572
2018^
27,600
19,700
23,500
5,300
5,300
2011
24,800
2012
33,200
2013
40,362
2014
50,072
2015
Total Number of Beds
Westlite Juru is a 6,100-bed workers accommodation
slated to open in 2018
^Based on the assumption that the land lease of Westlite Tuas is renewed in April 2017
SINGAPORE:
Strengthening Our Market Position at Home
Singapore operates as our key home market with four operational
workers accommodation assets totalling 27,600 beds. Westlite
Toh Guan, Westlite Mandai and Westlite Tuas all enjoy close to full
occupancy rates.
Westlite Woodlands, the Group’s latest workers accommodation
in Singapore, began operations in July 2015. Strategically located
near the Woodlands industrial hub, the dormitory features
3-bedroom units to accommodate workers working in different
shifts from the marine, process and manufacturing industries in the
northern part of Singapore. Each unit comes with its own toilets,
kitchen and laundry area to provide comfort and convenience. The
units are also WiFi-enabled to help the residents stay connected
with family and friends.
In addition, Westlite Woodlands has been uniquely designed to
maximise land usage and to optimise its communal spaces to carry
out different activities. The inter-connected indoor activity halls
can be combined to form a larger covered hall, as well as open
up to the adjoining outdoor areas for larger events which involve
24
Westlite Mandai caters to workers in all industries
Residents enjoying a movie
Operations Review
both indoor and outdoor activities. The effective use of communal
spaces enhances interaction between residents and provides us
with flexibility to organise different types of activities.
Within months of operation, Westlite Woodlands has managed to
secure more than 50% occupancy rate as at 31 December 2015,
despite the economic slowdown which has resulted in a longer
period required to ramp up its occupancy. We expect occupancy
to grow steadily, given its unique proposition.
In March 2015, the Group celebrated the successful groundbreaking
of ASPRI-Westlite Papan in a ceremony graced by Mr Lee Yi
Shyan, the former Senior Minister of State, Ministry of Trade and
Industry and Ministry of National Development. A partnership
between Centurion, the Association of Process Industry (“ASPRI”)
and Lian Beng Group Ltd, ASPRI-Westlite Papan is Singapore’s
first integrated purpose-built workers accommodation featuring
an ASPRI training centre for the process, construction and
maintenance industry. When the development is completed in the
middle of 2016, our strong presence in Singapore will be reinforced
with an additional 7,900 beds to the Group’s total capacity.
This accommodation is part of several productivity improvement
initiatives, spearheaded by the Process, Construction and
Maintenance Management Committee which is represented by
relevant government agencies and industry representatives,
and plant owners. The integrated training centre, with a built-in
area of approximately 40,000 square feet, will be equipped with
specialised industry equipment and will offer training modules
that can provide participants with specific functional skills for
carrying out everyday maintenance works in Jurong Island.
Such training courses are provided to our residents at highly
subsidised rates, a benefit that is only extended to the residents of
the accommodation.
ASPRI-Westlite Papan is a 7,900-bed dormitory opening
soon in mid-2016
ASPRI-Westlite Papan groundbreaking ceremony
ASPRI-Westlite Papan is strategically located near Jurong Island
– home to more than 100 global energy and chemical companies
– allowing residents to commute conveniently and efficiently to
and from work. With a short 12-minute bus journey to the Jurong
Island Checkpoint, the time saved from travelling increases worker
productivity and translates into savings in transportation costs for
employers. The shorter travelling time allows workers to participate
in after-work training modules at the integrated training centre in
the accommodation. In addition, we are working with ASPRI and
relevant authorities to potentially reduce the time residents take to
enter Jurong Island, by having pre-security clearance within our
premise.
Additionally, FY2015 marks the Group’s first venture into the
student accommodation business in Singapore. The Group was
awarded a tender to operate a student hostel sited in a prime
location surrounded by tertiary education institutions, such as
Singapore Management University, LASALLE College of the Arts,
ASPRI-Westlite Papan comprises two 18-storey blocks
and an integrated training centre
Annual Report 2015
25
Operations Review
Nanyang Academy of Fine Arts and Kaplan City Campuses at
Wilkie Edge, and in close proximity to various amenities and the
city centre. CSL Selegie began operations with 315 beds in the last
quarter of 2015, with marketing efforts underway to ramp up its
occupancy.
MALAYSIA:
Cautious Growth and Staying Vigilant to Change
As the first and only purpose-built accommodation provider in
Malaysia, Centurion has gained the trust and confidence of our
clients, which are mainly multi-national companies, to provide
quality accommodations for their employees. As of 31 December
2015, the Group operates six operational workers accommodation
assets in Malaysia, with a total bed capacity of 19,800 beds.
We kicked off FY2015 with the opening of Westlite Tampoi in
January 2015. Strategically located in one of the established
industrial zones in Iskandar Malaysia, Westlite Tampoi is
in close proximity to the manufacturing facilities of several
renowned Japanese brands and major multinational electronics
manufacturers. The accommodation consists of six blocks of fivestorey dormitories with a total capacity of 5,300 beds. With active
marketing, Westlite Tampoi has secured a healthy occupancy rate
of more than 80% as at 31 December 2015 and we will continue to
focus on ramping up the occupancy of the asset.
CSL Selegie is the Group’s first student accommodation
in Singapore
Residents on an excursion to Kuala Lumpur
On a portfolio basis, our Malaysian assets maintain healthy
occupancy rates, although we are beginning to experience the
effects of the softening economy on the manufacturing sector and
uncertain foreign labour policies.
More recently in January 2016, the Group completed the
construction of Westlite Senai II, which is located in close proximity
to Westlite Senai. This new development comprises four blocks
of interconnected five-storey dormitories and has a bed capacity
of 5,500 beds. Westlite Senai II, along with Westlite Senai, will
continue to provide quality accommodation to workers based in
the industrial parks in that area.
Westlite Tampoi, comprising six five-storey blocks,
opened in January 2015
Due to market demand, we are expanding and diversifying our
geographical reach into Penang, which is another important
manufacturing hub for multi-national companies. We currently
have two projects under planning in Penang, Westlite Bukit Minyak
and Westlite Juru, that will be completed over the next two years
to bring the total bed capacity in Malaysia to approximately 36,400
beds in 2018.
Westlite Senai II is Centurion’s latest operational
workers accommodation in Malaysia
26
Operations Review
AUSTRALIA:
Optimism in Growth Underpinned by Attractive
Location
As the Group’s first venture into the student accommodation
business, RMIT Village in Melbourne, Australia has continued to
produce stable returns to the Group. Given the increase in the
number of students studying in Australia and the undersupply
of quality purpose-built student accommodations in Melbourne,
RMIT Village remained an attractive accommodation for students
and operated at full occupancy in FY2015.
To further strengthen its competitive position, we have refurbished
its rooms and refreshed the bathrooms in January 2015. We are
currently exploring opportunities for further asset enhancement.
Students enjoying the gym facilities at RMIT Village
UNITED KINGDOM:
Long-term Demand with Rising Enrolments
Our acquisition of a portfolio of four quality student accommodation
assets in the United Kingdom in FY2014 has proved to be another
successful investment, which further diversified our geographical
coverage and broadened our earnings base.
In the 2015/2016 academic year, the four assets – Manchester
Student Village, Manchester Student Village South, The Grafton
and Cathedral Campus – operated at close to full occupancy,
supported by their strategic locations in close proximity to
university campuses and the city centre.
As part of our efforts to enhance our asset quality, we completed
the refurbishment works of Manchester Student Village in July
2015. The works included the expansion of the office space with
a new reception area, and the addition of student spaces and
facilities, such as a new gym, multi-purpose space, pavilion with
an open deck and a laundry room.
Manchester Student Village South is located in a popular
student area
In 2015, we have established a local team to manage the assets.
Our aim is to put in place a management platform to manage our
student accommodation operations, based on our experience
in managing workers accommodation. This system will bring
together marketing functions, room bookings, billings, payments,
and building and facilities management on a single management
platform.
Last year, we successfully managed student bookings, contract
management, billings and payments online with the new
platform, significantly enhancing operational efficiencies. We
will continually build on the current platform to include other
new operational capabilities. With a robust management system
in place, we will be able to increase our operational capacity
and enhance our ability to manage a bigger portfolio of student
accommodation assets.
Cathedral Campus is a unique property located within a
gated environment
Annual Report 2015
27
Market
Outlook
ACCOMMODATION BUSINESS
As one of the largest purpose-built workers accommodation owneroperators in Singapore and Malaysia, the Group believes it is
well-positioned to mitigate the economic and industry headwinds
anticipated in these markets. The Group will leverage its leading
reputation to strengthen its market position and operational
performance.
The Group’s expansion into the student accommodation business has
been a successful strategy in broadening its earnings and diversify
its revenue streams across different countries and asset types. Its
student accommodation business in the United Kingdom (“UK”) and
Australia has strong potential for growth, given the positive trends of
higher education enrolments in these countries.
Students relaxing in communal areas
In the Group’s pipeline, there are approximately 19,000 more beds
expected from the completion of ASPRI-Westlite Papan in mid-2016,
Westlite Bukit Minyak and Westlite Juru in Malaysia in 2017 and 2018,
respectively. Coupled with the ramping up of occupancy at Westlite
Woodlands in Singapore, as well as Westlite Senai II in Malaysia
which was recently completed in January 2016, the Group believes
it is well-positioned to sustain a stable performance and its leading
position in the market.
Accommodation Pipeline
Capacity (no. of beds)
Country
Singapore
Malaysia
Singapore
Australia
UK
TOTAL
Current
52,900
27,600
25,300
2,672
315
456
1,901
55,572
Expected (2018)
71,900*
35,500*^
36,400*
2,672
315
456
1,901
74,572
Westlite Bukit Minyak is strategically located near
industrial parks
* upon completion of construction between 2016 and 2018
^ based on the assumption that the land lease of Westlite Tuas is renewed in April 2017
Workers Accommodation – Singapore
The Group maintains its positive outlook on the long-term demand
for purpose-built workers accommodation in Singapore, underpinned
by the government’s vision to provide foreign workers with quality
accommodation and conducive living environment.
In 2016, the Singapore economy is expected to soften further
and approximately 57,000 purpose-built dormitory beds may be
introduced progressively to the market. These factors may exert
some downward pressures on the rental rates in the industry.
28
Residents enjoying a game of pool
Market
Outlook
However, there are a large number of short-term dormitory
beds whose land leases will expire this year, some of which
may not be renewed, thus limiting the overall net increase in
supply of beds.
Additionally, continued enforcement actions by the
government to ensure that foreign workers’ living conditions
and welfare are addressed by employers will continue to shift
demand towards purpose-built workers accommodation.
Starting from 1 January 2016, the Foreign Employee
Dormitories Act has kicked in and larger dormitory operators
have till 30 June 2016 to submit their licensing forms. The
Act, which covers dormitories housing 1,000 or more foreign
workers, will introduce further regulations and licensing
requirements which Centurion’s workers accommodation
already largely comply. The induction of this Act will be a
deterrent against newer operators and may squeeze out
inexperienced or poorly managed dormitories, which would
bode well for the Group given its established position.
The Group will keep abreast of industry developments as well
as government policies and economic changes, and make the
necessary adjustments to its portfolio mix and rental rates to
adapt to changes in industry demands.
Residents participating in cricket competition
Fire drill conducted at Westlite Mandai
Workers Accommodation – Malaysia
With the softening of the Malaysian economy and manufacturing
sector, and unclear labour policies, these factors may adversely
impact the performance of the Group’s workers accommodation
assets in Malaysia. Employers are also facing challenges in
retaining and recruiting foreign workers because of the weaker
Ringgit while trying to manage cost.
Amid unclear government policy changes, major industry players
such as the Malaysian Employers Federation, Master Builders
Association and the Federation of Malaysia Manufacturers have
been expressing the essential need for more foreign workers in
their industries to help alleviate the shortage in manpower, manage
cost and sustain growth. Companies in the manufacturing sector
are also diversifying their sources of foreign workers.
Residents participating in Christmas carol
Looking beyond the current headwinds, the Group is of the view
that the mid to long-term need for foreign workers and quality
workers accommodation remains intact. As the only purpose-built
dormitory provider in the country, our early-mover advantage
places us in good stead to capitalise on opportunities when they
arise.
Residents participating in Dragon Boat
Annual Report 2015
29
Market
Outlook
Student Accommodation – Australia
In Australia, the Australian Government Department of Education
and Training reported year-on-year increases of higher education
student enrolments – 10.4% and 4.1% for international and local
students, respectively – in 20151. Melbourne was also named as
the second best student city in the latest QS World Ranking for
Best Student Cities.
According to a Jones Lang LaSalle (“JLL”) Report on purpose-built
student accommodation in Australia, published in 2015, there is an
undersupply for such accommodations to cater to an overwhelming
number of students who study in the main Australian universities,
usually located in the city centres of major Australian cities, such
as Melbourne. The JLL Student Accommodation Database 2015
states that, in Melbourne, there were 92,167 international students,
and an existing and pipeline supply of 22,844 beds, noting a
69,323-bed supply gap.
Study areas in RMIT Village offer students a quiet place
to concentrate
Against this positive backdrop, RMIT Village is expected to operate
at close to full occupancy in the coming 2016 academic year.
Student Accommodation – United Kingdom
According to The Universities and Colleges Admissions Service
(“UCAS”), the 2015 cycle was another record year for UK higher
education. It reported a 3.9% year-on-year increase to 532,300
students in the student intake in 2015, a trend that has continued
over the last three years2.
Given the record number of acceptances for higher education in
the UK in the 2015/2016 academic cycle for the third cycle running,
the Group anticipates demand to remain strong in the coming
cycle as well. The Group’s four assets in Manchester and Liverpool
are expected to continue to contribute positively to the Group’s
earnings, given the healthy demand for purpose-built student
accommodation in the UK.
This is supported by the low supply of student accommodation
amid high demand, as reported by the Savills UK Student Housing
2015 Report. The report finds that the number of international
students in the United Kingdom are increasing, and rising rents in
the private rental sector may encourage some domestic students
to live in purpose-built student accommodations. Even with the
expected pipeline, there seems to be an undersupply, with the
pipeline in Manchester and Liverpool catering to less than 1% and
14% of full-time students respectively.
1. According to the 2015 Report by the Australian Government Department of Education and
Training.
2. According to the 2015 Report by the Universities and Colleges Admissions Service (“UCAS”)
30
Landscaped grounds of Cathedral Campus located in
Liverpool
Market
Outlook
From September 2015, restrictions were lifted on the number of
students each university could accept. According to a Cushman &
Wakefield report, some universities are reaping the rewards of the
removal of student number controls and there are larger markets,
such as Manchester, where demand remains strong with limited
supply. While some markets like Liverpool have experienced
increased supply of student housing in the higher-end segment,
the Group believes that its student accommodation housing in
Liverpool, Cathedral Campus, is well-placed to target the segment
of students who want affordable, quality housing.
Student Accommodation – Singapore
FY2015 marked the Group’s first foray into the student
accommodation business in Singapore. The 315-bed CSL Selegie,
which began operations in October 2015, is well located in the
city centre in close proximity to education institutes in the area.
As we forge ahead with our marketing efforts, we expect the
accommodation to achieve healthy occupancy rates in the next
six to twelve months.
The interior of newly refurbished CSL Selegie
OPTICAL DISC BUSINESS
The operating environment for the Group’s Optical Disc business
remains challenging as market demand for physical optical
storage media continues to be weak. Following the cessation of
the optical disc manufacturing in Indonesia, this segment was
further scaled down and contributions to the Group will not be
significant moving forward. As planned, the Group will focus its
efforts in the management and expansion of the Accommodation
Business.
Centurion has been scaling down its optical disc
business
Annual Report 2015
31
Corporate
Sustainability And Responsibility
As a responsible corporate citizen and a public-listed company,
Centurion aims to strike a balance between achieving our business
goals and meeting the needs of our stakeholders, whilst acting
with the highest standards of corporate governance and integrity
at all times.
To ensure our operations are sustainable for the long-term, we
not only ensure our business is financially sound, it is also run
responsibly and safely. This means minimising negative impact
on our environment, providing our residents with a safe, secure
and welcoming environment, engaging the wider communities
that we are a part of, as well as providing our employees with a
workplace where they can thrive.
Social spaces that promote integration are important
features in our dormitories
ENVIRONMENTAL SUSTAINABILITY
In 2015, the Group continued to identify ways to lessen its
impact on the environment, including ways to conserve energy,
encourage recycling and reduce waste. We placed significant
emphasis on integrating sustainable development features in our
workers accommodations to ensure environmental sustainability
and efficiency.
For our latest two projects, Westlite Woodlands and ASPRI-Westlite
Papan, we took care in designing and planning the buildings, such
as providing sun shade and tinted glazing. We employed passive
design principles to minimise west-facing façades and the number
of windows facing the afternoon sun, while maximising and
channelling wind to the inner spaces within the developments.
Where possible, we introduced naturally ventilated circulation
spaces within confined spaces, such as covered car parks and
common corridors. Cross ventilation within the accommodation
units was enhanced by increasing the number of windows
along corridors and gable ends, and openings between rooms.
To improve air quality, we used paint with low volatile organic
compounds for internal spaces, and enamel paint for common
walkways to minimise maintenance cleaning.
Gymnasiums are offered in all our worker
accommodations
In addition, we used sustainable products with recycled
components in our buildings, such as pre-packed plaster, pre-cast
concrete panels, green pavers and water proofing membranes.
We also used modular designs to improve constructability and
used labour efficient methods, such as on-site casting of precast
components and system formwork, to improve productivity and
work flow.
Energy saving LED light fittings, which are timer-controlled,
and alternate circuits, which are designed to regulate electricity
consumption at common areas during different times of the day,
are also installed throughout these two developments.
32
Sustainable development features are integrated in our
accommodation designs
Corporate
We have various energy efficient mechanical and electrical systems
to help manage operational cost. For instance, our lifts operate on
a variable voltage and variable frequency (“VVVF”) motor drive
with a sleep mode feature and we use environmentally-friendly
air-conditioning systems to help reduce electricity usage. We
also installed certified water fittings to better manage and reduce
water usage within our accommodation assets.
SOCIAL RESPONSIBILITY
As an accommodation provider, we recognise that our residents
play an integral role in the Group’s long term success. We are
responsible for ensuring that their stay with us not only provides
them with a better quality of life, but also enhances their skills and
well-being.
Training facilities are a key feature in ASPRI-Westlite
Papan
We pride ourselves in providing our residents with quality
accommodation that is clean, safe and conducive for their daily
living needs. We continually upgrade and improve the amenities
in our dormitories, which include gymnasiums, outdoor exercise
areas and other recreational facilities. With the support of external
vendors, our residents have access to canteens, supermarkets,
medical clinics and even grooming salons within our premises. We
also extend counselling, occupational therapy and physiotherapy
sessions to our residents whenever necessary.
Together with volunteers and non-governmental organisations, we
organise regular health screenings, educational talks and seminars
for our residents to help them better manage living in a foreign
country. We collaborate regularly with various organisations
and government agencies, including Migrant Workers’ Centre,
National Environment Agency and the Singapore Police Force to
organise roadshows for our residents. During these roadshows,
our residents gain useful knowledge on personal and community
hygiene, workers’ rights, as well as “do’s and don’ts” of living in
Singapore.
In 2015, we partnered with HealthServe, a non-profit organisation
dedicated to providing healing and hope to migrant workers, to
arrange a whole host of events including health forums, health
screenings and concerts. HealthServe, in turn, partners with students
from educational institutions such as the National University of
Singapore, to run these activities. Such collaborations not only
benefit the residents, but also involve the greater community
and help to raise awareness of the needs of foreign workers in
Singapore.
Amenities to keep our residents fit and healthy
Health screening carried out by non-profit organisations
Annual Report 2015
33
Corporate
One of our aims is to provide our residents with opportunities
for continuous and lifelong learning. We have an education
programme that provides useful and practical courses for our
residents to improve their communication skills and integrate
better with our local community. Our educational programmes
also provide our residents with useful skills and knowledge which
will hopefully benefit the residents and their families when they
return to their country.
This year, we look forward to the launch of ASPRI-Westlite Papan,
which would be the first purpose-built dormitory in Singapore
with an integrated training facility with training classrooms,
computer rooms and a multi-purpose hall. The Association of
Process Industry will organise training courses for residents, who
will receive up to 48 subsidised training hours annually and be
able to select from a variety of training courses, including English
lessons and industry-specific courses.
As part of our initiatives to further improve the well-being of our
residents and provide value-added services to our customers, we
intend to organise transportation for the residents to and from
work sites, reducing the strain on public transport and minimising
traffic on the roads. When ASPRI-Westlite Papan is up and running,
we also plan to implement an on-site pre-security clearance1 at
the dormitory, which would allow our residents to by-pass the
daily traffic congestion and security clearance at Jurong Island
Checkpoint and to minimise travelling time.
Excursion to Jurong Bird Park
Celebrating Singapore Jubilee year with the SG50
Variety show
In 2015, we continued to provide an array of recreational activities
for our residents to promote social integration and community
cohesion. These special activities include the SG50 Variety Show and
game carnivals arranged over the National Day Jubilee Weekend,
the Pongal Festive Celebration, Christmas carolling sessions, as
well as International Migrant Day celebrations co-organised with
and supported by the Bangladeshi High Commission.
All year round, we organise sport competitions such as street
soccer, sepak takraw, volleyball and even bodybuilding contests.
Our residents get to compete within their own dormitories before
coming together for inter-dormitory competitions. As cricket is a
popular sport among our residents, we organise our own Westlite
Series 6 Cricket Competition, and also took part in the island-wide
Juliet Dormitories Cricket League 2015 together with residents
from other worker accommodations.
Excursions are a key highlight for our residents. In 2015, we
continued to organise excursions to places of interest in Singapore,
including Gardens by the Bay and Singapore Zoological Garden.
The most sought-after excursions were the subsidised overseas
sightseeing trips to Kuala Lumpur and Genting Highlands. For
many of our residents, it was their first time going overseas aside
from coming to Singapore for work, and we have received very
positive feedback from the residents for these excursions.
1. Subject to approval by the relevant government authorities.
34
Volleyball competitions as a form of team building
Residents participating in New Paper Big Walk
Corporate
We adopt and apply the same principles for our student
accommodation business, and strive to build a warm and
welcoming “home away from home” for our students. We have
a duty to provide a safe and conducive living environment whilst
promoting responsible behaviour among our students.
To enhance our students’ stay, our accommodations offer a wide
range of facilities. Selected accommodations have features such as
study areas, common rooms with pool table, free Wi-Fi, barbeque
facilities, bike storage, pantries, on-site laundrettes, on-site
convenience stores, swimming pools, gymnasiums and cafes – all
to help students unwind, relax and bond with each other. Apart from
ensuring quality facilities, our student accommodation provides
programmes and activities, such as sporting competitions, movie
nights and themed parties, to promote a vibrant and supportive
community.
We advocate an enriching experience for our student residents
and encourage them to get involved as much as possible in our
environmental and community initiatives, thereby improving their
student experience and having a greater positive impact on our
communities. We support local events and charities, such as the
“Children in Need” campaign in 2015 where our students across
our hostels in the United Kingdom held fundraising activities to
promote the cause and advocate fun in giving back at the same
time. Activities ranged from pool competitions and cupcake sales
to a sweepstake game and a mini sports day.
Barbeque facilities for students to relax and bond
Themed events to promote interaction amongst students
We also encourage our residents to take ownership of their
personal well-being. For instance, we organise “Welfare Weeks”,
where students are informed on topics such as Alcohol Awareness,
Stress Management, Sexual Health and Personal Safety. Handouts
and posters are made available for students, so that they are
aware of different support schemes and know how to handle such
situations.
Through the above activities in both our workers and student
accommodations, our residents are able to mingle with each
other, relax and unwind in a safe environment, and to improve
themselves in more ways than one while learning about the culture
of the countries they currently call home.
Fun games to build a lively student community
Annual Report 2015
35
Investor Relations
ENGAGING OUR INVESTOR COMMUNITY
At Centurion, we believe that our commitment to a high standard
of corporate governance practices, together with a demonstrated
performance track record, are instrumental to creating long-term
value for stakeholders.
We are guided by the principles of transparency and accountability,
and are committed to meeting the expectations of our many
stakeholders ranging from regulatory agencies to minority
shareholders. In line with our commitment to uphold high
standards in accountability and disclosure, we continue to support
the Securities Investors Association Singapore (“SIAS”)’s efforts
to promote their Good Corporate Governance Policies initiative.
Through this initiative, SIAS aims to highlight that good corporate
governance practices are central to the health and stability of
financial markets and the economy as a whole.
We fully understand the need to share timely and accurate
information about the Group with our shareholders and the
investment community, so as to enable a transparent assessment
of the company’s value. All our corporate announcements, press
releases and presentation slides are posted on the Singapore
Exchange website and our corporate website. In our efforts
to keep our stakeholders up to date, we maintain a voluntary
email alert service to alert our investors to any recent corporate
announcements and Singapore Exchange filings.
Beyond keeping our stakeholders posted on the corporate news,
we look to communicate on a more personal level. Our investor
relations (“IR”) programme comprises a suite of activities –
including half-yearly face-to-face results briefings, post-results
conference calls, one-on-one and small group investor meetings,
non-deal roadshows and investor luncheons – to reinforce longterm relationships with our stakeholders. We utilise multiple
platforms to engage investors and provide them with an in-depth
understanding of the Group’s business, prospects and challenges.
Our management team, together with the IR Manager, play an
active role in engaging the investment community on a regular
basis.
Equity research performed by analysts is an important source
of information for institutional and retail investors’ investment
decisions. We have continued to engage such equity research
houses to allow them to gain a better understanding of our Group’s
business. Over the past few years, we have been actively engaging
research analysts which successfully led to four research houses
initiating official coverage of Centurion. There are currently four
research houses which regularly produce reports on Centurion.
36
Centurion supports SIAS’s efforts to promote good
corporate governance policies
Annual general meetings provide a chance for
shareholders to meet the board and management
Participating in roadshows and investor luncheons
Engaging with shareholders after annual general
meetings
Investor Relations
Research House
Coverage Commencement
DBS Vickers
October 2013
RHB Group
February 2014
UOB Kay Hian
April 2014
Maybank Kim Eng
March 2015
Regular results briefings for analysts and media
2015 / 2016 INVESTOR RELATIONS CALENDAR
Month
Event
January 2015
DBS Vickers Corporate Day (Malaysia)
RHB OSK DMG Corporate Day (Singapore)
Maybank Kim Eng Corporate Day (Malaysia)
February 2015
4Q/FY2014 Results Announcement I Analysts & Media Briefing
March 2015
Maybank Kim Eng Invest ASEAN 2015 Conference (Singapore)
April 2015
FY2014 Annual General Meeting
RHB Top Singapore Small Cap Companies 25 Jewels Conference (Singapore)
RHB Signature Conference on Infrastructure (Phuket, Thailand)
May 2015
1Q 2015 Results Announcement
DBS Vickers Roadshow (Hong Kong)
RHB luncheon and investor meetings (Singapore)
August 2015
2Q 2015 Results Announcement I Analysts & Media Briefing
October 2015
DBS Vickers Corporate Access Day (Malaysia)
UOB Kay Hian Asian Gems Conference (Singapore)
November 2015
3Q 2015 Results Announcement
February 2016
4Q/FY2015 Results Announcement I Analysts & Media Briefing
April 2016
FY2015 Annual General Meeting
COMPANY SHARE INFORMATION
Stock Code (SGX)
OU8
Closing Price (as at 31 December 2015)
S$0.390
Market Capitalisation
(as at 31 December 2015)
S$239.2 million
Closing Price Range (FY2015)
S$0.385 – S$0.605
Source: Bloomberg
INVESTOR RELATIONS CONTACT
David Oh Ser Wee
Investor Relations Manager
Tel: (65) 6745 3288
Email: enquiry@centurioncorp.com.sg
Annual Report 2015
37
Group Structure
Covering Core Subsidiaries and Associates
CENTURION CORPORATION LIMITED
SINGAPORE
100%
SM Summit
Holdings
Pte Ltd
Clean2Go
100% Laundry
Pte Ltd
100%
Summit CD
Manufacture
Pte Ltd
100%
MALAYSIA
Centurion Dormitories
Pte. Ltd.
100%
Centurion
Dormitories
Sdn Bhd
Westlite Dormitory
100% Management
Pte Ltd
Westlite
100% Dormitory
Management
Sdn Bhd
WLC Facilities
100% Services Pte Ltd
WLC
100% Management
Services Sdn Bhd
Westlite Dormitory
100% (Toh Guan) Pte Ltd
Westlite
100% Dormitory
(Tebrau) Sdn Bhd
Westlite Dormitory
100% Investments
Pte Ltd
Westlite
100% Dormitory
(Cemerlang) Sdn
Bhd
Westlite
100% Dormitory
(Tuas) Pte Ltd
Lian BengCenturion
(Mandai) Pte Ltd
45%
Lian Beng 100% Centurion
(Dormitory)
Pte Ltd
100%
Holdings Pte. Ltd.
Westlite
100% Dormitory
(JB Techpark)
Sdn Bhd
Westlite
100% Dormitory
(Tampoi) Sdn
Bhd
INDONESIA
100%
100%
Gate Cosmos
Investments Ltd
(BVI)
PT Digital
Media
Technology
(ultimate
holding)
AUSTRALIA
100%
Centurion Overseas
Investments Pte Ltd
100%
Centurion Student
Services Pty Ltd
100%
Centurion
Overseas
Ventures Ltd
(Labuan)
Centurion
100% Melbourne
Student
Village Trust
UNITED
KINGDOM
Centurion Student
100% Services (UK) Ltd
Centurion
100% Investments
(JS) Ltd
Centurion
100% Investments
(JS I) Ltd
Centurion
100% Investments
(JS II) Ltd
Centurion
100% Melbourne
Apartment Trust
Centurion
Australia
100% Investments
Pty Ltd
(Trustee)
Westlite
100% Dormitory
(Pasir Gudang)
Sdn Bhd
Westlite
100% Dormitory
(PG II) Sdn Bhd
100%
Westlite
Dormitory
(Woodlands)
Pte Ltd
Westlite
100% Dormitory
(Senai) Sdn Bhd
100%
Westlite
Dormitory
(V Two) Pte Ltd
Westlite
100% Dormitory
(SN II) Sdn Bhd
Westlite
100% Dormitory
(V Three) Pte Ltd
100%
100%
CSL Student Living
(Selegie) Pte Ltd
Centurion Dormitory
Venture Pte Ltd
Centurion-Lian
51% Beng (Papan)
Pte Ltd
OPTICAL DISC BUSINESS
ACCOMMODATION BUSINESS
38
Core Subsidiaries And Associates
SINGAPORE
CENTURION DORMITORIES PTE LTD
WESTLITE DORMITORY MANAGEMENT PTE LTD
45 Ubi Road 1 #05-01
Singapore 408696
Tel : (65) 6745 3288
Fax : (65) 6743 5818
Email : enquiry@centurioncorp.com.sg
Website : www.centurioncorp.com.sg
WESTLITE DORMITORY (TOH GUAN) PTE LTD
28 Toh Guan Road East #02-01
Westlite Dormitory
Singapore 608596
Tel : (65) 6316 3018
Fax : (65) 6316 3020
Email : enquiry@westlite.com.sg
Website : www.westlite.com.sg
WESTLITE DORMITORY (TUAS) PTE LTD
90 Tuas South Avenue 9
Tuas Lodge 1
Singapore 637397
Tel : (65) 6899 9988
Fax : (65) 6898 9988
WESTLITE DORMITORY (WOODLANDS) PTE LTD
2 Woodlands Sector 2
Singapore 737723
Tel : (65) 6250 3785
Fax : (65) 6250 3787
CSL STUDENT LIVING (SELEGIE) PTE LTD
1A Short Street
Singapore 188210
Tel : (65) 6238 6339
Fax : (65) 6238 1178
Email : enquiries@cslstudents.com.sg
Website : www.cslstudents.com.sg
CENTURION – LIAN BENG (PAPAN) PTE LTD
5D Jalan Papan #02-29
Singapore 619421
Tel : (65) 6844 8998
Fax : (65) 6743 5818
Email : enquiry@westlitepapan.com.sg
Website : www.westlitepapan.com.sg
LIAN BENG-CENTURION (DORMITORY) PTE LTD
34 Mandai Estate #01-15
Singapore 729940
Tel : (65) 6368 1878
Fax : (65) 6468 1687
SM SUMMIT HOLDINGS PTE LTD
SUMMIT CD MANUFACTURE PTE LTD
45 Ubi Road 1 #05-01
Singapore 408696
Tel : (65) 6745 3288
Fax : (65) 6748 9612
Email : enquiry@smsummit.com.sg
Website : www.centurioncorp.com.sg
www.smsummit.com.sg
MALAYSIA
CENTURION DORMITORIES SDN BHD
WESTLITE DORMITORY MANAGEMENT SDN BHD
WLC MANAGEMENT SERVICES SDN BHD
PLO 250, Jalan Firma 2
Kawasan Perindustrian Tebrau IV
81100 Johor Bahru, Johor, Malaysia
Tel : (607) 351 5201/5205
Fax : (607) 351 5202
Email : enquiry@westlite.com.my
Website : www.westlite.com.my
AUSTRALIA
CENTURION STUDENT SERVICES PTY LTD
5-17 Flemington Road
North Melbourne VIC 3051
Tel : (613) 8330 2000
Fax : (613) 8330 2001
Email : info@rmitvillage.com.au
Website : www.rmitvillage.com.au
UNITED KINGDOM
CENTURION STUDENT SERVICES (UK) LTD
Lower Chatham Street, Manchester M1 5SX
Tel : +44 (0) 161 200 5560 Fax : +44 (0) 161 236 6045
Email : salesenquiries@centurionstudents.co.uk
Website : www.centurionstudents.co.uk
Annual Report 2015
39
Corporate
Information
BOARD OF DIRECTORS
Non-Executive:
Wong Kok Hoe (Non-Executive Chairman)
Loh Kim Kang David
Han Seng Juan
REGISTERED OFFICE
45 Ubi Road 1 #05-01
Singapore 408696
Tel : (65) 6745 3288
Fax : (65) 6743 5818
Email : enquiry@centurioncorp.com.sg
Independent Non-Executive:
Gn Hiang Meng (Lead Independent Director)
Chandra Mohan s/o Rethnam
SHARE REGISTRAR AND WARRANT AGENT
Gn Hiang Meng (Chairman)
Wong Kok Hoe
B.A.C.S. Private Limited
8 Robinson Road #03-00
ASO Building
Singapore 048544
Tel : (65) 6593 4848
Fax : (65) 6593 4847
NOMINATING COMMITTEE
AUDITORS
Wong Kok Hoe
PricewaterhouseCoopers LLP
8 Cross Street #17-00
PWC Building
Singapore 048424
AUDIT COMMITTEE
REMUNERATION COMMITTEE
Chandra Mohan s/o Rethnam (Chairman)
Gn Hiang Meng
Wong Kok Hoe
COMPANY SECRETARY
Hazel Chia Luang Chew
40
AUDIT PARTNER-IN-CHARGE
Yeow Chee Keong
(Date of appointment:
Since financial year beginning 01 January 2013)
Corporate
Governance Report
Centurion Corporation Limited (the “Company” and together with its subsidiaries, the “Group”) is committed to good
standards of corporate governance and business conduct in order to enhance the interest of shareholders and has
adopted the principles and practices of corporate governance in line with the recommendations of the Code of Corporate
Governance 2012 (the “2012 Code”).
BOARD MATTERS
The Board’s Conduct of Affairs - Principle 1
The Board oversees the businesses and affairs of the Group and the Company and Management. The Board provides
entrepreneurial leadership, sets strategic direction for the Company and reviews the operational and financial performance
of the Group to enable the Group to meet its objectives. The Board has adopted a formal document setting out specific
matters which are reserved for the Board’s approval. These include approval of the Group’s strategic business plans,
annual budgets, major investments and financing decisions and appointment of Directors and key management personnel.
The Board also considers sustainability issues including environmental and social factors and has overall responsibility
for establishing and maintaining a framework of good corporate governance in the Group, including the risk management
systems, internal control to safeguard shareholders’ interest and the Group’s assets. Management has also been given
clear directions on matters that require Board’s approval.
The Board objectively takes decisions in the interest of the Group and has delegated specific responsibilities to 3 Committees,
namely, Audit Committee, Nominating Committee and Remuneration Committee. The Board accepts that while these
Committees have the authority to examine particular issues and will report back to the Board with their decisions and/or
recommendations, the ultimate responsibility on all matters lies with the Board.
Board Meetings
The Board conducts regular scheduled meetings at least 4 times a year and meets as and when warranted by particular
circumstances between these scheduled meetings. The Company’s Articles of Association provide for meetings to be held
via telephone conference, video conferencing or other similar means of communications.
Directors’ Attendance
Details of Directors’ attendance at Board and Board Committee meetings held in the financial year ended 31 December
2015 (“FY2015”) are summarized in the table below:
Name
Wong Kok Hoe(1)
Tony Bin Hee Din(2)
Lee Kerk Chong(3)
Kong Chee Min(4)
Chandra Mohan s/o
Rethnam
Gn Hiang Meng
Loh Kim Kang David
(5)
Han Seng Juan(5)
Board of
Directors
No. Of
No. Of
Meetings Meetings
Held
Attended
Audit
Committee
No. Of
No. Of
Meetings Meetings
Held
Attended
Nominating
Committee
No. Of
No. Of
Meetings Meetings
Held
Attended
Remuneration
Committee
No. Of
No. Of
Meetings Meetings
Held
Attended
7
7
7
7
7
6
4 out of 4
3 out of 3
4 out of 4
6
5
5
4
4
2
2
2
N.A.
1 out of 1
2
2
2
2
2
7
7
7
2 out of 3
5
-
5
-
2
-
2
-
2
-
2
-
7
3 out of 3
-
-
-
-
-
-
Annual Report 2015
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Notes:
(1) Wong Kok Hoe was appointed a member of the Nominating Committee with effect from 8 May 2015.
(2) Tony Bin Hee Din resigned as Executive Director with effect from 8 May 2015 and remained as Executive Director of
the Accommodation Business.
(3) Lee Kerk Chong retired from the Board following the conclusion of the Company’s Annual General Meeting held on
28 April 2015 and remained as Executive Director of the Optical Disc Business. He also stepped down as a member
of the Nominating Committee with effect from 28 April 2015.
(4) Kong Chee Min resigned as Executive Director with effect from 8 May 2015 and remained as the Chief Executive
Officer of the Company.
(5) Loh Kim Kang David and Han Seng Juan were appointed Non-Executive Directors with effect from 8 May 2015.
N.A. – Not Applicable.
Director Orientation and Training
The Company has in place orientation programmes for newly appointed Directors to ensure that they are familiar with
the Group structure, and the Company’s business and operations. Newly appointed Director, if any, will participate in
an orientation programme which includes meeting with the Chairman and/or Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) to obtain an understanding of the affairs of the Group’s business. Each newly appointed Director
will be provided a letter of appointment setting out his duties and obligations.
To keep pace with new laws, regulations and changing commercial risks, Directors are encouraged to attend, at the Group’s
expenses, relevant trainings and seminars for their continuing education and skills improvement courses conducted by
external organisations. These are informed to the Directors by Management. The Directors are provided regularly with
updates on changes in the relevant laws and regulations, where appropriate, to enable them to make well-informed
decisions and to discharge their duties responsibly.
Board Composition and Guidance - Principle 2
In a move towards separating the management team from the Board, Loh Kim Kang David and Han Seng Juan were
appointed to the Board in May 2015 in place of the Executive Directors. Both of them had attended Directors’ training
conducted by Singapore Institute of Directors, to familiarise themselves with the roles and responsibilities of a Director of
a listed company in Singapore.
As at the date of this report, the Board comprises 5 members, all of whom are Non-Executive and Independent Directors,
as follows:
Wong Kok Hoe (Chairman) Loh Kim Kang David Han Seng Juan Gn Hiang Meng
–
–
–
–
–
Lead Independent Director
The Board is of the view that given the nature and scope of the Group’s operations, the present Board size is appropriate
for the Company and to provide for effective decision-making. Given the diverse qualifications, experience, background
and profile of the Non-Executive and Independent Directors, the Board collectively possesses core competencies in areas
such as accounting or finance, legal and regulatory matters, risk management, business or management experience
and industry knowledge. As such, the Board is of the opinion that the current Board members as a group provides an
appropriate balance and diversity of the relevant skills, experience and expertise for effective management of the Group.
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Key information regarding the Directors, including their appointment dates, date of last re-appointment as a Director and
directorships or chairmanships in other listed companies held in the past 3 years, are set out in the section entitled “Board
of Directors” on pages 8 to 9 in this Annual Report.
The Nominating Committee had reviewed the independence of each Director in accordance with the 2012 Code’s definition
of independence and is satisfied that at least one-third of the Board comprises Non-Executive Independent Directors.
The Non-Executive Directors constructively challenge Management and assist in the development of proposals on strategy.
The Non-Executive Directors also review the performance of the CEO and Management.
The Non-Executive Directors meet regularly without the presence of Management.
Chairman and Chief Executive Officer - Principle 3
Currently, the roles of the Chairman and CEO are separated. Each of them performs separate functions to ensure that
there is an appropriate balance of power and authority, and that accountability and independent decision making are not
compromised.
The Chairman, Wong Kok Hoe, who is a Non-Executive Director, amongst his other duties, sets agendas for and chairs
Board meetings and, in consultation with the Company Secretary and the CEO, schedules Board meetings at appropriate
intervals during the year. He is responsible for the exercise of control of the quality, quantity and timeliness flow of information
between Management and the Board and the workings of the Board. He also promotes a culture of openness and debate
at the Board, encourages constructive relations within the Board and between the Board and Management and ensures
the integrity and effectiveness of the governance process of the Board. He takes a lead role in promoting high standards of
corporate governance with the full support of the Directors, CEO, Management and Company Secretary.
The CEO, assisted by the various functional directors and senior management, manages and is responsible for the
Group’s day-to-day operations and business. The CEO also bears executive responsibility for the Group’s business and
implements the Board’s decisions.
Gn Hiang Meng is the Lead Independent Director (“LID”) and he is available to shareholders should they have concerns
for which contact through the Chairman, CEO or CFO is inappropriate.
None of the Directors have served the Company beyond nine years as at end of December 2015. As and when Directors
serve beyond nine years, the Nominating Committee will perform a particularly rigorous review to assess the independence
of the relevant Directors.
Board Membership - Principle 4
The Board reviews the composition of the Board and Board Committees regularly. In line with good corporate practises,
the management team was separated from the Board of Directors during the year.
The Nominating Committee has in place a process for selection and appointment of new Directors. Where a vacancy arises,
the Nominating Committee will identify potential candidates for appointments based on and after taking into consideration
the candidates’ qualification, knowledge, skills and experience, as well as his/her ability to increase the effectiveness of
the Board and to add value to the Group’s business. The Nominating Committee will then recommend their appointments
to the Board for consideration.
The Board does not have any alternate directors.
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Based on the attendance of the Directors and their contributions at meetings of the Board and Board Committees, and
their time commitment to the affairs of the Company, the Nominating Committee is of the view that there is no need to set a
maximum limit on the number of listed company board representations and other principal commitments of each Director.
However, the Nominating Committee will continue to review from time to time, their board representations and other
principal commitments to ensure that the Directors continue to meet the demands of the Group and are able to discharge
their duties adequately.
In accordance with the Company’s Articles of Association, each Director retires at least once in every three years by
rotation and all newly appointed Directors retire at the next Annual General Meeting (“AGM”) following their appointments.
The retiring Directors are eligible to offer themselves for re-election.
Under the Company’s Articles of Association, Gn Hiang Meng, Loh Kim Kang David and Han Seng Juan will be due for
re-election at the forthcoming AGM.
The Nominating Committee has recommended the re-appointment of Gn Hiang Meng, Loh Kim Kang David and Han Seng
Juan, who will be retiring at the forthcoming AGM, as Directors following a review of their performance and contributions
and taking into account the participation and attendance of these Directors at Board and Board Committee meetings, as
appropriate.
The Board has accepted the Nominating Committee’s recommendation and accordingly, the above-named Directors will
be offering themselves for re-election. The relevant information on each of the above-named Director is presented in the
section entitled “Board of Directors” on pages 8 to 9 of the Annual Report.
The Nominating Committee has ascertained that for the period under review, the Non-Executive Directors and Independent
Directors have given sufficient time and attention to the affairs of the Group.
BOARD COMMITTEES
To assist the Board in the execution of its duties, the Board has delegated specific functions to the following Board
Committees:
Nominating Committee
As at the date of this report, the Nominating Committee (“NC”), regulated by a set of written terms of reference, comprises
3 members, a majority of whom are Non-Executive Independent Directors, as follows:
– Non-Executive Independent Director
Chandra Mohan s/o Rethnam – Non-Executive Independent Director Wong Kok Hoe
– Non-Executive Director
The NC is chaired by Gn Hiang Meng, a Non-Executive Independent Director who is not associated with any substantial
shareholder. Mr Gn is also the LID.
The NC reviews and ensures that there is an appropriate composition of members of the Board with suitably diverse
backgrounds to meet the Group’s operational and business requirements.
The NC is responsible for making recommendations to the Board on all appointments and re-appointment of Directors. The
NC meets at least once annually and as and when deemed necessary.
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The key duties and responsibilities of the NC are summarised below:
•
assesses the effectiveness of the Board as a whole;
•
reviews and nominates newly appointed Directors and Directors retiring by rotation, having regard to their contributions
and performance, for re-election at each AGM;
•
reviews and recommends all new appointments to the Board;
•
reviews and recommends all appointments of senior management staff (who are not for appointment to the Board);
•
determines on an annual basis the independence of each Director;
•
decides whether a Director is able to and has been adequately carrying out his or her duties as a Director of the
Company, particularly when the Director has multiple Board representations;
•
identifies gaps in the mix of skills, experience and other qualities required in an effective Board so as to better
nominate or recommend suitable candidates to fill the gaps;
•
reviews Board succession plans for Directors, in particular, the Chairman and CEO; and
•
reviews training and professional development programmes for the Board.
Board Performance - Principle 5
The NC has adopted a formal process of evaluating the performance of the Board as a whole. This process involves the
completion of a questionnaire by Board members. A summary of findings is prepared based on the completed questionnaires
and is reviewed and deliberated by the NC. The Chairman of the NC confers with the Chairman of the Board on the findings
and appropriate follow-up actions are taken as necessary.
A Board performance evaluation was carried out to assess and evaluate, amongst other things, the Board’s composition,
size and expertise, timeliness of Board information, accountability and processes. No external facilitator had been engaged
by the Board for this purpose.
Similar performance evaluations had also been conducted for the respective Board Committees, namely, Audit Committee,
NC and Remuneration Committee.
Access to Information - Principle 6
The Directors are provided with sufficient information including information on financial performance of the Group on a
quarterly basis and have separate and independent access to Management of the Group. The CEO also updates the Board
on a quarterly basis highlighting the performance, business conditions and outlook of the Group. Directors are entitled to
request from the CEO or Management and provided with such additional information as needed to make informed and
timely decisions.
The Directors have separate and independent access to the Company Secretary and Management at all times. The
Company Secretary attends Board and Board Committee meetings, where appropriate, and provides advice, secretarial
support and assistance to the Board and ensures adherence to the Board procedures and relevant rules and regulations
applicable to the Company. Under the Articles of Association of the Company, the decision to appoint or remove the
Company Secretary is subject to the approval of the Board.
The Directors may seek independent professional advice to fulfil their duties and such cost will be borne by the Company.
Annual Report 2015
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Remuneration Committee
As at the date of this report, the Remuneration Committee (“RC”), regulated by a set of written terms of reference, comprises
3 members, a majority of whom are Non-Executive Independent Directors, as follows:
Chandra Mohan s/o Rethnam (Chairman)
Gn Hiang Meng
Wong Kok Hoe
– Non-Executive Independent Director
– Non-Executive Independent Director – Non-Executive Director
The members of the RC have many years of corporate experience and are knowledgeable in the field of executive
compensation. The RC also has access to external professional advice on remuneration and human resource related
matters, if required.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies - Principle 7
The RC meets at least once annually, and as and when deemed necessary, to carry out its functions. The key duties and
responsibilities of the RC are summarised below:
•
reviews and recommends to the Board a framework of remuneration as well as determines the remuneration package
and terms of employment for each Director, the CEO, key management personnel and employees who are immediate
family members of a Director or controlling shareholder of the Group; and
•
reviews the remuneration policies and packages for key management personnel on an annual basis. The review
covers all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, and
benefits-in-kind.
The RC has access to the Company’s internal human resource department to assist in their review. The RC from time to
time seek advice from external remuneration consultants, who are unrelated to the Directors and any organisation they are
associated with, as well as confidentially from selected senior management, including the Head of Human Resources, at
its discretion. The Company did not appoint any external remuneration consultants in FY2015.
The RC’s recommendations are submitted for endorsement by the entire Board. Annual reviews of the compensation of
Directors are also carried out by the RC to ensure that the remuneration of the Directors and key management personnel
commensurate with their performance and value-add to the Group, giving due regard to the financial and commercial
health and business needs of the Group.
Level and Mix of Remuneration - Principle 8
The remuneration for the Executive Directors, the CEO and key management personnel comprises a fixed basic salary
plus other variable component in the form of annual performance bonus tied to individual performance as well as the
Company’s performance.
Directors’ fees payable to all the Directors are set in accordance within a remuneration framework comprising a basic fee
and incremental fixed fee for the level of responsibilities such as chairing Board Committee and attendance at Board and
Board Committee meetings.
The Board will table the Directors’ fees in respect of FY2015 for shareholders’ approval at the forthcoming AGM.
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The existing service contracts for CEO, Executive Directors and key management personnel are for a period of 3 years and
thereafter will be automatically renewed annually. The service contract provides for termination by each party, upon giving
not less than 3 months’ notice in writing. New service contracts or renewals, if any, will be subject to RC’s review to ensure
that the terms are fair and for a reasonable period. The contracts of the CEO, Executive Directors and key management
personnel include the “claw back” clauses to safeguard the Group’s interests in the event of exceptional circumstances
of misstatement of financial statements, misconduct resulting in financial loss or fraud by these CEO, Executive Directors
and key management personnel.
The Company does not have any long-term incentive schemes in place.
Disclosure on Remuneration - Principle 9
Given the confidentiality and commercial sensitivity attached to remuneration matters, the Board is of the view that detailed
disclosure of remuneration of the Directors, CEO and top key management personnel as recommended by the 2012 Code
would not be in the interest of the Company. The remuneration of Directors, CEO and top key management personnel are,
however, disclosed in the bands of S$250,000.
Directors’ and CEO’s Remuneration
The aggregate remuneration paid to the Directors and CEO was S$1,968,000.
Breakdown (in percentage terms) of the remuneration paid to Directors and CEO for FY2015 is set out below:
Director’s
fees
(%)
Other
Benefits
(%)
Salary
(%)
Bonus
(%)
0*
40
57
3
100
Lee Kerk Chong(2)
2
78
12
8
100
Tony Bin Hee Din
0*
38
59
3
100
Below S$250,000
Gn Hiang Meng
Han Seng Juan(4)
100
100
100
0
0
0
0
0
0
0
0
0
100
100
100
Loh Kim Kang David(4)
100
0
0
0
100
Wong Kok Hoe
100
0
0
0
100
Name
Total
(%)
S$750,000 to below S$1,000,000
Kong Chee Min(1)
S$250,000 to below S$500,000
(3)
Notes:
(1) Kong Chee Min resigned on 8 May 2015 and remained as CEO of the Company. There were no changes to the terms
of his remuneration package.
(2) Lee Kerk Chong retired on 28 April 2015 and remained as Executive Director of the Optical Disc Business. There were
no changes to the terms of his remuneration package.
(3) Tony Bin Hee Din resigned on 8 May 2015 and remained as Executive Director of the Accommodation Business.
There were no changes to the terms of his remuneration package. He is the brother-in-law of Mr Loh Kim Kang David.
(4) Han Seng Juan and Loh Kim Kang David were appointed as Non-Executive Directors on 8 May 2015.
* below 1%
Annual Report 2015
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Remuneration of Key Management Personnel
The aggregate remuneration paid to the top seven key management personnel (who are not Directors or the CEO) was
S$2,315,000.
Breakdown (in percentage terms) of the annual remuneration paid to each of the top seven key management personnel
(who are not Directors or the CEO) is set out below:
Name
Salary (%)
Bonus (%)
Other Benefits (%)
Total (%)
S$750,000 to below S$1,000,000
Teo Peng Kwang Kelvin
37
59
4
100
S$250,000 to below S$500,000
Ho Lip Chin
Leong Siew Fatt
65
61
31
33
4
6
100
100
Below S$250,000
Foo Ai Huey
Haryadi Handoko
Lee Geok Ing Janice (Note1)
Yeo Boon Hing David
72
45
73
85
25
4
23
10
3
51
4
5
100
100
100
100
Note 1
Lee Geok Ing Janice, sister of Lee Kerk Chong*, is the Group’s Human Resource and Admin Manager and her profile is
set out in page 11 of the Annual Report.
In addition, Lee Teck Keng, the son of Lee Kerk Chong*, is employed by Westlite Dormitory Management Pte Ltd, a
subsidiary of the Group, as Investment Manager and has received a remuneration exceeding S$50,000 but below
S$250,000. The Company adopts a remuneration system that is responsive to the market elements and tied to individual
performance and performance of the Company. Remuneration of immediate family members of Directors is subject to the
RC’s annual review. Due to competitive and confidential reasons, the Board has decided not to disclose their remuneration
in incremental bands of $50,000 but in incremental bands of $250,000.
*Lee Kerk Chong has retired from the Board on 28 April 2015.
There are no termination, retirement and post-employment benefits granted to Directors, the CEO and the top key
management personnel (who are not Directors or the CEO).
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ACCOUNTABILITY AND AUDIT
Accountability - Principle 10
The Board is accountable to the shareholders, while Management is accountable to the Board.
Directors are provided with adequate and timely information on a regular basis and board papers and related materials or
explanatory information prior to each Board and Board Committee meeting to allow Directors sufficient time to review and
consider the agenda items and to facilitate productive discussions during the meetings. The Directors also have separate
and independent access to the Company’s senior management.
The Board provides shareholders with a balanced and understandable explanation and analysis of the Company’s
performance on a quarterly basis in the Group’s quarterly and full-year financial results announcements.
Risk Management and Internal Controls - Principle 11
The Board is responsible for the governance of risk and sets the tone and direction for the Group in the way risk is managed
in the Group’s businesses. The Board has ultimate responsibility to ensure that Management maintains a sound system
of risk management and internal controls to safeguard shareholders’ interests and does not expose the Group to an
unacceptable level of risk. The Board approves the key risk management policies and tolerance and have an oversight role
in the design, implementation and monitoring of the risk management and internal controls system.
The Board has approved a Group Enterprise Risk Management Framework for the identification of key risk within the
Group’s businesses, which has adopted and aligned with the Committee of Sponsoring Organisations of the Treadway
Commission Internal Controls Integrated Framework. The Enterprise Risk Management Framework sets out a systematic
and ongoing process to identify and assess risk and defines how risk information (including risk mitigation action plans) is
collected, monitored and reported to Management, Audit Committee (“AC”) and Board on a regular and timely basis.
The Board has delegated the AC to assist in its oversight of the risk management framework, policies and processes.
The AC’s principal functions and responsibilities on risk management, include the following:
•
reviews and recommends risk management strategies and policies, and risk tolerance for the Board’s approval;
•
reviews and assesses the adequacy of risk management policies and framework in identifying, measuring, monitoring
and controlling risks, as well as the extent to which these policies and framework are operating effectively;
•
ensures that adequate infrastructure, resources and systems are in place for an effective risk management, i.e.
ensuring that staff responsible for implementing risk management systems performs those duties independent of the
Group’s risk taking activities; and
•
provides risk oversight and reviews risk profiles of the Group.
The AC had reviewed the adequacy and effectiveness of the Group’s risk management framework and systems and
conducted dialogue sessions with Management to understand the process to identify, assess, manage and monitor key
identified risks within the Group.
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Based on the above and the overview review of risk which the Group is exposed to as well as the understanding of what
countermeasures and internal controls are in place to manage them, the AC and the Board concluded that the Group’s risk
management framework was adequate and effectively managed.
The Board has obtained a written confirmation from the CEO and CFO:
a)
that the financial records have been properly maintained and the financial statements give a true and fair view of the
Group’s operations and finances; and
b)
regarding the effectiveness of the Group’s risk management system and internal control systems.
The Group’s external auditors have, in the course of their statutory audit, carried out a review of the Group’s material
internal control relevant to financial reporting in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the internal control. Material non-compliance and
internal control weaknesses noted during their audit and the auditors’ recommendations are reported to the AC.
The Group’s internal auditor has conducted independent reviews of the effectiveness of the Group’s material internal
controls, including financial, operational, compliance, information technology and risk management, at least once a year.
The AC reviews the external and internal auditors’ reports and ensures that there are adequate and effective internal
controls in the Group.
Based on the internal controls established and maintained by the Group, work performed by the internal and external
auditors and reviews performed by Management, the Board, with the concurrence of the AC, is of the opinion that the
Group’s risk management systems and internal controls addressing financial, operational, compliance and information
technology risks were adequate and effective for FY2015.
Audit Committee - Principle 12
The AC comprises 3 members, a majority of whom are Non-Executive Independent Directors, as follows:
Wong Kok Hoe
–
–
–
None of the members nor the Chairman of the AC are former partners or Directors of the Group’s auditing firm.
The Board is of the view that the AC members have adequate accounting or related financial management expertise and
experience to discharge the AC’s functions.
During the year under review, the AC members have attended meetings and discussions, organised by Management, with
the external auditors, Company Secretary and external consultants on financial standards updates, changes in corporate
governance and risk management requirements. The AC members also individually attended external seminars on financial,
corporate governance and regulatory related topics to keep themselves abreast of the latest changes or developments.
The AC meets at least 4 times a year, and as and when deemed necessary, to carry out its functions.
The AC’s primary function is to provide assistance to the Board in fulfilling its responsibility relating to corporate accounting
and auditing, the Company’s financial reporting practices, the quality and integrity of the Company’s financial reports and
the Company’s internal control systems including financial, operational, compliance and information technology controls,
and risk management policies established by Management and the Board.
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The AC also performs the following key functions:
•
reviews the audit scope, approach and results of the external auditors;
•
evaluates the overall effectiveness of both the internal and external audits through regular meetings with the internal
and external auditors;
•
reviews the adequacy of the internal audit function;
•
determines that no restrictions are being placed by Management upon the work of the internal and external auditors;
•
evaluates the adequacy of the internal control systems of the Group by reviewing written reports from the internal and
external auditors, and Management’s responses and actions to address any deficiencies noted;
•
evaluates the adherence to the Group’s administrative, operating and internal accounting controls;
•
reviews the quarterly and full-year financial statements of the Company and the Group before submission to the Board
for approval;
•
reviews interested person transactions in accordance with the requirements of the Listing Rules of the Singapore
Exchange Securities Trading Limited (“SGX-ST”) and all potential conflicts of interests;
•
reviews transactions by the Company, principally acquisitions and realizations, in accordance with the requirements
of the Listing Rules of SGX-ST;
•
ensures proper measures to mitigate any conflicts of interests have been put in place;
•
reviews and approves all hedging policies and types of hedging instruments to be implemented by the Group, if any;
•
reviews all non-audit services provided by the external auditors to determine if the provision of such services would
affect the independence of the external auditors;
•
reviews and recommends the appointment or re-appointment of the external auditors; and
•
considers other matters as requested by the Board.
The AC has full access to Management and full discretion to invite any Executive Director or executive officer to attend its
meetings, and has been given reasonable resources to enable it to discharge its functions properly.
The external auditors provides regular updates and periodic briefings to the AC on changes or amendments to accounting
standards to enable the members of the AC to keep abreast of such changes and their corresponding impact on the
financial statements, if any.
Annually, the AC meets with the internal and external auditors without the presence of Management. This is to review the
adequacy of audit arrangements, with particular emphasis on the scope and quality of their audits, the independence and
objectivity of the external auditors and the observations of the internal and external auditors.
The Company has adopted a whistle-blowing programme where employees and external parties may, in confidence, report
possible improprieties in matters of financial reporting or other matters. The objective is to ensure that arrangements are in
place for the independent investigation of matters raised and to allow appropriate follow-up action to be taken. To facilitate
participation by the external parties, the whistle-blowing programme is also available on the Company’s website at www.
centurioncorp.com.sg.
Annual Report 2015
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The AC assesses the independence of the external auditors, PricewaterhouseCoopers LLP, annually. The AC has reviewed
the non-audit services provided by the external auditors and is of the opinion that the provision of such services as well as
the fees paid for FY2015 does not affect their independence.
The aggregate amount of fees paid / payable to the external auditors for FY2015 are as follows:
Audit fees
Non-audit fees
Total fees
S$’000
424
142
566
The AC has reviewed and confirmed that the Company has complied with Rules 712, 715 and 716 of the Listing Manual of
SGX-ST in relation to the appointment of auditors of the Company, its subsidiaries and significant associated companies.
The AC has recommended the re-appointment of PricewaterhouseCoopers LLP as the Company’s external auditors at the
forthcoming AGM.
Internal Audit - Principle 13
The Company has out-sourced its internal audit function to BDO LLP. The internal auditor reports directly to the Chairman
of the AC and presents their reports and audit findings and recommendations to the AC.
The Internal auditor is provided with unfettered access to the Company’s properties, information and records and performs
their reviews in accordance with the BDO Global IA methodology which is consistent with the Standards for the Professional
Practice of Internal Auditing set by The Institute of Internal Auditors. As the Group’s outsourced internal auditors, BDO LLP
is required to provide staff of adequate expertise and experience to conduct the internal audits.
The AC reviews the internal auditor’s reports on the state of the Group’s internal controls as well as approves the annual
internal audit plans.
The AC is satisfied that the internal auditor has the necessary resources to adequately perform its functions.
SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Shareholder Rights - Principle 14
The Company treats all shareholders fairly and equitably, and recognizes, protects and facilitates the exercise of
shareholders’ rights. Shareholders are informed of changes in the Company’s business that are likely to materially affect
the value of the Company’s shares.
At each AGM and/or General Meetings, shareholders are given the opportunity to participate effectively and raise their
concerns with the Directors and Management on matters pertaining to the Group’s business and its operations. Notice of
a general meeting is dispatched to shareholders at least 14 days before the scheduled date for such meeting. Each item
of the special business included in the Notice of the general meeting will be accompanied by an explanation of the effects
of a proposed resolution.
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Communication with Shareholders - Principle 15
The Company values dialogue with its shareholders and believes in regular, effective and fair communication with its
shareholders and is committed to hearing shareholders’ views and addressing their concerns where possible.
The Company does not practice selective disclosure. In line with the continuous disclosure obligations of the Company,
the Board ensures that shareholders are equally informed of all major developments within the Group on a timely basis.
Financial results and other material information are communicated to shareholders on a timely basis through:
•
Annual Report and Notice of the AGM prepared and issued to all shareholders within the mandatory period;
•
Financial statements/results for the respective quarter and full-year released through SGXNet in accordance with the
requirements of the SGX-ST’s Listing Rules;
•
Notices of and explanatory memoranda for AGMs and extraordinary general meetings advertised in the newspapers
and also made via SGXNet;
•
Announcements relating to major developments of the Group made via SGXNet in accordance with the requirements
of the SGX-ST’s Listing Rules; and
•
Group’s website at www.centurioncorp.com.sg at which shareholders can access information regarding the Group.
The website provides all corporate announcements, press releases, annual reports, circulars, presentation slides and
profiles of the Group. An email link has been established on the website to receive feedbacks, request for information
and facilitate communications with shareholders.
Briefings for analysts, media and investors are held following the release of the Group’s half-year and full-year results
via SGXNet. Presentations are also made, as appropriate, to explain the Group’s strategy, performance and major
developments. All analysts’ and media briefing materials are made available on SGXNet as well as on the Company’s
website for the information of shareholders.
The Company has engaged an external investor relations (“IR”) firm which communicates with its shareholders and analysts
on a regular basis and attends to their queries or concerns. The IR firm also manages the dissemination of corporate
information to the media, public, institutional investors and public shareholders, and acts as a liaison point for such entities
and parties. In addition, the Company participates in one-on-one meetings, conference calls, investor conferences and road
shows. In these meetings, matters pertaining to business strategy, operational and financial performance and business
prospects were shared by the senior management team.
The Company does not currently have a formal policy on payment of dividends to shareholders. The Group, however, plans
to declare dividends on a half-yearly basis to reward shareholders taking into consideration the Group’s annual profitability,
cashflow requirements for its business expansion and retained earnings, as well as any other factors deemed relevant by
the Directors.
To show the Company’s appreciation for its shareholders’ long term support, the Board is recommending a final dividend
payout of S$0.01 per share, to be approved by shareholders at the forthcoming AGM. Together with the interim dividend
payment of S$0.005 per share, this brings the total dividend payment in FY2015 to S$0.015 per share.
Annual Report 2015
53
Corporate
Governance Report
Conduct of Shareholder Meetings - Principle 16
The Company encourages shareholder participation at general meetings of shareholders.
Shareholders have the opportunities to communicate their views on matters relating to the Group and to participate
effectively in the meeting and to vote thereat, either in person or by proxy. The Company’s Articles of Association allow the
appointment of one or two proxies by shareholders to attend the AGM and General Meetings and vote in his/her place. For
the time being, the Board is of the view that this is adequate to enable shareholders to participate in general meetings of
the Company.
Issues seeking approval of shareholders, if any, are usually tabled as separate resolutions. All polls for AGMs and other
General Meetings are conducted in the presence of independent scrutineers. The results of the poll voting are announced
at the meeting and made via SGXNet on the same day as the meeting.
Minutes of AGMs and other General Meetings are prepared and made available to shareholders upon their written request.
All Directors, the Chairman of the Board and Chairpersons of the AC, RC and NC, or members of the respective Board
Committees standing in for them, as well as the external auditors are present at each AGM and other General Meetings
held by the Company, if any, to address any queries raised by the shareholders. A summary of the relevant queries
from shareholders and responses provided at the AGMs and/or General Meetings are made available on the Company’s
website.
INTERESTED PERSON TRANSACTIONS
The Company has adopted an internal policy in respect of any transactions with interested person and has set out the
procedures for review and approval of the Company’s interested person transactions. All interested person transactions
are subject to review by the AC.
The aggregate values of interested person transactions entered into during FY2015 were less than S$100,000.
The Company does not have a shareholders’ mandate for interested person transactions.
DEALINGS IN THE COMPANY’S SECURITIES
The Company has adopted an internal code governing dealings in securities by Directors and officers of the Company
and its subsidiaries. This code has been disseminated to all the Directors and officers of the Group as defined in the code.
Directors and officers have been informed not to deal in the Company’s securities at all times whilst in possession of
unpublished price sensitive information and during the periods commencing at least two weeks before the announcement
of the Company’s results for each of the first three quarters of its financial year and one month before the announcement
of the Company’s full-year results, and ending on the date of the announcement of the relevant results.
Directors and officers have also been directed to refrain from dealing in the Company’s securities on short-term
considerations.
MATERIAL CONTRACTS
No material contracts were entered between the Company or any of its subsidiaries involving the interest of the CEO, any
Director or controlling shareholder during or at the end of the financial year ended 31 December 2015.
54
Corporate
Governance Report
USE OF PROCEEDS FROM THE EXERCISE OF BONUS WARRANTS
On 28 October 2013, the Company issued 75,605,231 warrants pursuant to the issue of Bonus Warrants on the basis
of one warrant for every ten existing ordinary shares in the capital of the Company held by entitled shareholders. Each
warrant carries the right to subscribe for one ordinary share in the capital of the Company at an exercise price of S$0.50
for each ordinary share. Each warrant may be exercised at any time during the period of four years commencing on and
including the date of issue of the warrants and expiring on the date immediately preceding the fourth anniversary of the
date of issue of the warrants, that is 27 October 2017. The Company issued 1,100 new ordinary shares pursuant to the
excercise of warrants during the financial year and the net proceeds of S$550 recieved in connection therewith had not
been utilised as at the end of 31 December 2015.
Annual Report 2015
55
Financial
Report
57 Directors’ Statement
59
Independent Auditor’s Report
60
Consolidated Income Statement
61
Consolidated Statement of Comprehensive Income
62
Balance Sheets
63
Consolidated Statement of Changes in Equity
64
Consolidated Statement of Cash Flows
65
Notes to the Financial Statements
56
Directors’Statement
For the financial year ended 31 December 2015
The directors present their statement to the members together with the audited financial statements of the Group for the
financial year ended 31 December 2015 and the balance sheet of the Company as at 31 December 2015.
In the opinion of the directors,
(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 60 to
143 are drawn up so as to give a true and fair view of the financial position of the Company and of the Group as at
31 December 2015 and the financial performance, changes in equity and cash flows of the Group for the financial
year covered by the consolidated financial statements; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they fall due.
DIRECTORS
The directors of the Company in office at the date of this statement are as follows:
Wong Kok Hoe
Gn Hiang Meng
Han Seng Juan
Loh Kim Kang David
(appointed on 8 May 2015)
(appointed on 8 May 2015)
Arrangements to enable directors to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of,
the Company or any other body corporate.
Directors’ interests in shares or debentures
(a)
According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial
year had any interest in the shares or debentures of the Company or its related corporations, except as follows:
Holdings registered
in name of director
At
At
31.12.2015
1.1.2015
Company
(No. of ordinary shares)
Gn Hiang Meng
Loh Kim Kang David
Han Seng Juan
Ultimate Holding Corporation
- Centurion Global Ltd
Loh Kim Kang David
Han Seng Juan
Holdings in which director
is deemed to have an interest
At
At
31.12.2015
1.1.2015
9,713,500
3,072,000
9,713,500
3,072,000
225,000
398,869,206
406,094,206
225,000
398,869,206
406,094,206
8,086
8,086
-
-
8,086
8,086
-
-
Immediate Holding Corporation
- Centurion Properties Pte Ltd
Loh Kim Kang David
-
-
10,000,000
10,000,000
Han Seng Juan
-
-
10,000,000
10,000,000
Annual Report 2015
57
Directors’Statement
Directors’ interests in shares or debentures (continued)
(b)
Loh Kim Kang David and Han Seng Juan, who by virtue of their individual interest of not less than 20% of the issued
capital of the Company, are deemed to have an interest in the shares of the subsidiaries held by the Company.
(c)
The director’s interests in the ordinary shares of the Company as at 21 January 2016 were the same as those as at
31 December 2015.
Share options
There were no options granted during the financial year to subscribe for unissued shares of the Company or its subsidiaries.
No shares were issued during the financial year by virtue of the exercise of options to take up unissued shares of the
Company or its subsidiaries.
There were no unissued shares of the Company or its subsidiaries under option at the end of the financial year.
Audit committee
The members of the Audit Committee at the end of the financial year were as follows:
Wong Kok Hoe
All members of the Audit Committee were non-executive directors. Except for Mr Wong Kok Hoe who is the Group Chief
Operating Officer of Centurion Global Ltd, the ultimate holding corporation of the Group, all members were independent.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In
performing those functions, the Committee reviewed:
•
the scope and the results of internal audit procedures with the internal auditor;
•
the audit plan of the Company’s independent auditor and any recommendations on internal accounting controls
arising from the statutory audit;
•
the assistance given by the Company’s management to the independent auditor; and
•
the balance sheet of the Company and the consolidated financial statements of the Group for the financial year
ended 31 December 2015 before their submission to the Board of Directors.
The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP, be
nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent auditor
The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.
On behalf of the directors
Wong Kok Hoe
Director
22 March 2016
58
Loh Kim Kang David
Director
Independent Auditor’s Report
TO THE MEMBERS OF CENTURION CORPORATION LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of Centurion Corporation Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 60 to 143, which comprise the consolidated balance sheet of the Group and balance
sheet of the Company as at 31 December 2015, the consolidated income statement, statement of comprehensive income,
statement of changes in equity and statement of cash flows of the Group for the financial year then ended, and a summary
of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the
provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, and for
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets
are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they
are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of
assets.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly
drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true
and fair view of the financial position of the Group and of the Company as at 31 December 2015, and of the financial performance, changes in equity and cash flows of the Group for the financial year ended on that date.
Report on other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary
corporations incorporated in Singapore, of which we are the auditors, have been properly kept in accordance with the
provisions of the Act.
PricewaterhouseCoopers LLP
Public Accountants and Chartered Accountants
Singapore, 22 March 2016
Annual Report 2015
59
Consolidated Income Statement
Note
2015
$’000
2014
$’000
Revenue
Cost of sales
Gross profit
4
5
104,538
(35,718)
68,820
Other income and gains
6
1,543
Expenses
- Distribution
- Administrative
- Finance
5
5
8
(1,470)
(20,241)
(15,940)
(1,175)
(14,502)
(8,889)
18,19
5,986
38,698
45,332
77,414
21
3,550
42,248
40,308
117,722
10(a)
(8,269)
33,979
(6,503)
111,219
11(a)
33,979
(69)
111,150
34,129
(150)
33,979
111,200
(50)
111,150
Continuing operations
Share of profit of associated companies and joint ventures
Net fair value gains on investment properties
Profit before income tax
Income tax expense
Profit from continuing operations
Discontinued operations
Loss from discontinued operations
Total profit
Profit attributable to:
Equity holders of the Company
Non-controlling interests
84,443
(28,659)
55,784
864
Earnings per share for profit from continuing and discontinued
operations attributable to equity holders of the Company
Basic earnings per share
- From continuing operations (cents)
- From discontinued operations (cents)
12(a)
Diluted earnings per share
- From continuing operations (cents)
- From discontinued operations (cents)
12(b)
The accompanying notes form an integral part of these financial statements.
60
4.52
-
14.71
(0.01)
4.52
-
14.43
(0.01)
Consolidated Statement Of Comprehensive Income
Note
Total profit
2015
$’000
2014
$’000
33,979
111,150
(118)
(8,981)
(9,099)
24,880
(207)
153
(5,517)
(5,517)
105,579
25,030
(150)
24,880
105,629
(50)
105,579
Other comprehensive loss:
Items that may be reclassified subsequently to profit or loss:
Available-for-sale financial assets
- Fair value losses
- Reclassification
Currency translation losses arising from consolidation
Other comprehensive loss, net of tax
Total comprehensive income
30(b)(i)
30(b)(i)
30(b)(ii)
Total comprehensive income attributable to:
Equity holders of the Company
Annual Report 2015
61
Balance Sheets
As at 31 December 2015
Group
2014
$’000
Company
2015
2014
$’000
$’000
138,435
5,413
381
3,863
148,092
63,144
4,993
643
13,666
82,446
87,075
12,396
164
99,635
21,680
7,944
264
29,888
14
16
17
18
19
20
21
22
28
23
265
2,196
83,097
891,471
9,709
19
6,795
993,552
1,141,644
604
265
2,314
1,371
84,417
684,437
6,385
60
11,734
791,587
874,033
262,227
265
2,196
1,298
17,400
233
283,619
383,254
271,245
265
2,314
1,298
18,762
265
294,149
324,037
LIABILITIES
Current liabilities
Trade and other payables
Current income tax liabilities
Borrowings
Other liabilities
24
10
25
27
54,473
9,454
136,749
113
200,789
4,290
478
102,493
107,261
Non-current liabilities
Borrowings
Other liabilities
Deferred income tax liabilities
39,232
7,064
24,692
70,988
5,016
192
1,313
6,521
25
27
28
534,844
733
2,382
537,959
738,748
402,896
408,081
276
3,128
411,485
482,473
391,560
64,539
27
64,566
171,827
211,427
99,125
26
99,151
105,672
218,365
29
29
30
31
89,837
(2,107)
(2,336)
316,722
402,116
89,836
6,763
294,031
390,630
201,148
(2,107)
184
12,202
211,427
201,147
302
16,916
218,365
780
402,896
930
391,560
211,427
218,365
Note
2015
$’000
ASSETS
Current assets
Cash and bank balances
Trade and other receivables
Inventories
Other assets
13
14
15
16
Non-current assets
Other assets
Investments in associated companies
Investments in joint ventures
Investments in subsidiaries
Investment properties
Property, plant and equipment
Deferred income tax assets
Intangible assets
Total assets
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to
the equity holders of the Company
Share capital
Treasury shares
Other reserves
Retained profits
Total equity
62
Consolidated Statement Of Changes In Equity
Attributable to equity
holders of the Company
Note
Total
Noncontrolling
interests
Total
equity
$’000
$’000
$’000
$’000
Share
capital
Treasury
shares
Other
reserves
Retained
profits
$’000
$’000
$’000
2015
89,836
-
6,763
294,031
390,630
930
391,560
Profit for the year
Beginning of financial year
-
-
-
34,129
34,129
(150)
33,979
Other comprehensive loss
for the year
-
-
(9,099)
-
(9,099)
for the year
(9,099)
-
-
-
34,129
25,030
Dividends relating to 2014 paid
32
-
-
-
(7,569)
(7,569)
-
(7,569)
32
-
-
-
(3,784)
(3,784)
-
(3,784)
Issuance of shares pursuant to
warrants exercised
29
1
-
-
-
Purchase of treasury shares
29
-
-
-
20(b)(i)
-
Adjustment on acquisition of
additional share in subsidiary
from non-controlling interest
Total transactions with owners,
recognised directly in equity
End of financial year
(2,107)
-
1
(2,107)
89,837
(2,107)
1
(150)
(9,099)
-
24,880
1
(2,107)
-
(2,107)
-
(85)
(85)
-
(85)
-
(11,438)
(13,544)
-
(13,544)
(2,336)
316,722
402,116
780
402,896
-
292,921
2014
89,431
-
12,334
191,156
292,921
Profit for the year
-
-
-
111,200
111,200
Other comprehensive loss
for the year
-
-
(5,571)
-
(5,571)
111,200
for the year
(5,571)
(50)
-
111,150
(5,571)
-
-
32
-
-
-
(4,541)
(4,541)
-
(4,541)
32
-
-
-
(3,784)
(3,784)
-
(3,784)
-
-
-
-
-
980
980
405
-
-
-
405
-
405
405
-
-
89,836
-
6,763
Non-controlling interest share in
subsidiary
warrants exercised
Total transactions with owners,
recognised directly in equity
29
(8,325)
294,031
105,629
(7,920)
390,630
(50)
980
930
105,579
(6,940)
391,560
Annual Report 2015
63
Consolidated Statement Of Cash Flows
Note
2015
$’000
2014
$’000
Cash flows from operating activities
Total profit
Adjustments for:
- Income tax expense
- Depreciation and amortisation
- (Write back)/allowance for impairment of trade and other receivables
- Net loss/(gain) on disposal of property, plant and equipment
- Reversal of impairment of property, plant and equipment
- Fair value gain on investment properties
- Interest income
- Dividend income
- Finance expenses
- Share of profit of associated companies and joint ventures
- Write off of investment in an associated company
- Reclassification adjustment from fair value reserve to profit or loss
- Unrealised currency translation differences
Operating cash flow before working capital changes
33,979
111,150
8,269
7,230
(39)
18
(35)
(3,550)
(857)
(111)
15,940
(5,986)
4,800
460
60,118
6,503
6,893
204
(723)
(40,308)
(465)
(111)
8,889
(45,332)
153
540
47,393
Change in working capital, net of effects from acquisition of subsidiary
- Inventories
- Trade and other receivables
- Other assets
- Trade and other payables
Cash generated from operations
Income tax paid
Net cash provided by operating activities
261
(1,644)
1,144
651
60,530
(6,459)
54,071
351
3,796
5,426
3,028
59,994
(6,450)
53,544
129
(187,998)
(5,815)
857
111
4,050
(19)
(2,175)
(190,860)
797
(269,348)
(2,377)
370
(668)
465
111
13,500
816
(4,028)
(9,820)
2,071
(268,111)
(85)
206,425
(22,925)
1
(2,107)
(13,019)
(11,353)
56,180
213,117
273,700
(32,152)
405
(8,425)
(8,325)
5,100
230,303
76,328
15,736
59,116
(1,056)
134,388
43,558
(178)
59,116
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
Additions to investment properties
Purchases of property, plant and equipment
Acquisition of interest in subsidiaries, net of cash acquired
Loan to an associated company
Interest received
Dividends received
Dividends received from associated companies and joint ventures
Short term deposits released as security from bank
Short-term bank deposits charged as security to bank
Deposits paid for acquisition of investment property
Deposits refunded for acquisition of investment property
Net cash used in investing activities
Cash flows from financing activities
Acquisition of additional interest in a subsidiary
Proceeds from borrowings
Repayment of borrowings
Proceeds from exercise of warrants
Purchase of treasury shares
Interest paid
Dividends paid to equity holders of the Company
Cash provided by non-controlling interests
Cash provided by an associated company
Net cash provided by financing activities
20(b)
Net increase in cash and cash equivalents held
Cash and cash equivalents
Beginning of the financial year
Effects of currency translation on cash and cash equivalents
64
13
13
Notes To The Financial Statements
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General information
Centurion Corporation Limited (the “Company”) is listed on the Singapore Exchange and incorporated and domiciled
in Singapore. The address of its registered office is 45 Ubi Road 1, #05-01, Singapore 408696.
The principal activities of the Company include investment holding and provision of management services.
The principal activities of its subsidiaries, associated companies and joint ventures are set out in Notes 20, 18 and
19 respectively.
2. Significant accounting policies
2.1 Basis of preparation
These financial statements have been prepared in accordance with Singapore Financial Reporting Standards
(“FRS”) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of these financial statements in conformity with FRS requires management to exercise its
judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical
accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
Interpretations and amendments to published standards effective in 2015
On 1 January 2015, the Group adopted the new or amended FRS and Interpretations of FRS (“INT FRS”) that
are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made
as required, in accordance with the transitional provisions in the respective FRS and INT FRS.
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the accounting
policies of the Group and the Company and had no material effect on the amounts reported for the current or
prior financial years except for the following:
FRS 108 Operating segments
The Group has adopted the above amendment to FRS 108 on 1 January 2015. The amendment is applicable for
annual periods beginning on or after 1 July 2014.
It sets out the required disclosures on the judgements made by management in aggregating operating segments.
This includes description of the segments which have been aggregated and the economic indicators which
have been assessed in determining that the aggregated segments share similar economic characteristics. The
standard is further amended to require a reconciliation of segment assets to entity’s assets when segment assets
are reported.
Annual Report 2015
65
2. Significant accounting policies (continued)
2.2
Revenue recognition
Sales comprise the fair value of the consideration received or receivable for the sale of goods and rendering of
services in the ordinary course of the Group’s activities. Sales are presented, net of value-added tax, rebates and
discounts, and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is
probable that the collectability of the related receivables is reasonably assured and when the specific criteria for
each of the Group’s activities are met as follows:
(a) Sale of goods
Revenue from these sales is recognised when the Group has delivered the products to the customers and
the customers have accepted the products and collectibility of the related receivables is reasonably assured.
The Group does not operate any customer loyalty programme.
(b) Rendering of services
Revenue from rendering of services is recognised when the services are rendered.
(c)
Rental income
Rental income from operating leases (net of any incentives given to the lessees) is recognised on a straightline basis over the lease term.
(d)
Interest income
Interest income is recognised using the effective interest method.
(e)
Dividend income
Dividend income is recognised when the right to receive payment is established.
2.3 Group accounting
(a) Subsidiaries
(i)
Consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on
transactions between group entities are eliminated. Unrealised losses are also eliminated but are
considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
66
2.3 Group accounting (continued)
(a) Subsidiaries (continued)
(i)
Consolidation (continued)
Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net
assets, which is attributable to the interests which are not owned directly or indirectly by the equity
holders of the Company. They are shown separately in the consolidated income statement, statement
of comprehensive income, statement of changes in equity and balance sheet. Total comprehensive
income is attributed to the non-controlling interests based on their respective interests in a subsidiary,
even if this results in the non-controlling interests having a deficit balance.
(ii) Acquisitions
The acquisition method of accounting is used to account for business combinations entered into by
the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value
of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The
consideration transferred also includes any contingent consideration arrangement and any pre-existing
equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the
acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s identifiable net assets.
The excess of (a) the consideration transferred, the amount of any non-controlling interest in the
acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b)
fair value of the identifiable net assets acquired is recorded as goodwill.
If those amounts are less than the fair value of the identifiable net assets of the subsidiary acquired
and the measurement of all amounts has been reviewed, the difference is recognised directly in profit
or loss as a gain from bargain purchase.
Please refer to the paragraph “Intangible assets – Goodwill on acquisitions” for the subsequent
accounting policy for goodwill.
(iii)Disposals
When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the
subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts
previously recognised in other comprehensive income in respect of that entity are also reclassified to
profit or loss or transferred directly to retained earnings if required by a specific Standard.
Annual Report 2015
67
(iii) Disposals (continued)
Any retained equity interest in the entity is remeasured at fair value. The difference between the
carrying amount of the retained interest at the date when control is lost and its fair value is recognised
in profit or loss.
Please refer to the paragraph “Investments in subsidiaries, associated companies and joint ventures”
for the accounting policy on investments in subsidiaries in the separate financial statements of the
Company.
(b) Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the
subsidiary are accounted for as transactions with equity owners of the Company. Any difference between
the change in the carrying amounts of the non-controlling interest and the fair value of the consideration
paid or received is recognised within equity attributable to the equity holders of the Company.
(c) Associated companies and joint ventures
Associated companies are entities over which the Group has significant influence, but not control, generally
accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%.
Joint ventures are entities over which the Group has joint control as a result of contractual arrangements,
and rights to the net assets of the entities.
Investments in associated companies and joint ventures are accounted for in the consolidated financial
statements using the equity method of accounting less impairment losses, if any.
(i)
Acquisitions
Investments in associated companies and joint ventures are initially recognised at cost. The cost of
an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.
Goodwill on associated companies and joint ventures represents the excess of the cost of acquisition
of the associated company or joint venture over the Group’s share of the fair value of the identifiable
net assets of the associated company or joint venture and is included in the carrying amount of the
investments.
(ii) Equity method of accounting
In applying the equity method of accounting, the Group’s share of its associated companies’ or joint
ventures’ post-acquisition profits or losses are recognised in profit or loss and its share of postacquisition other comprehensive income is recognised in other comprehensive income. These postacquisition movements and distributions received from the associated companies or joint ventures are
adjusted against the carrying amount of the investments.
68
(c) Associated companies and joint ventures (continued)
(ii) Equity method of accounting (continued)
When the Group’s share of losses in an associated company or joint venture equals to or exceeds its
interest in the associated company or joint venture, the Group does not recognise further losses, unless
it has legal or constructive obligations to make, or has made, payments on behalf of the associated
companies or joint venture. If the associated company or joint venture subsequently reports profits, the
Group resumes recognising its share of those profits only after its share of the profits equals the share
of losses not recognised.
Unrealised gains on transactions between the Group and its associated companies or joint ventures
are eliminated to the extent of the Group’s interest in the associated companies or joint ventures.
Unrealised losses are also eliminated unless the transactions provide evidence of impairment of the
assets transferred. The accounting policies of associated companies or joint ventures are changed
where necessary to ensure consistency with the accounting policies adopted by the Group.
(iii)
Disposals
Investments in associated companies or joint ventures are derecognised when the Group loses
significant influence or joint control. If the retained equity interest in the former associated company or
joint venture is a financial asset, the retained equity interest is measured at fair value. The difference
between the carrying amount of the retained interest at the date when significant influence or joint
control is lost, and its fair value and any proceeds on partial disposal, is recognised in profit or loss.
Please refer to the paragraph “Investments in subsidiaries, associated companies and joint ventures”
for the accounting policy on investments in associated companies and joint ventures in the separate
financial statements of the Company.
2.4
(a)
Measurement
(i)
Property, plant and equipment are initially recognised at cost and subsequently carried at cost less
accumulated depreciation and accumulated impairment losses.
(ii)
Component of costs
The cost of an item of property, plant and equipment initially recognised includes its purchase price and
any cost that is directly attributable to bringing the asset to the location and condition necessary for it
to be capable of operating in the manner intended by management.
Annual Report 2015
69
2.4
Property, plant and equipment (continued)
(b) Depreciation
Capital work-in-progress are not depreciated. Depreciation on other items of property, plant and equipment
is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful
lives as follows:
Leasehold land and building
Leasehold improvements
Plant, machinery and equipment
Renovation, furniture and fittings
Motor vehicles
Office equipment and computers
Useful lives
20 years
Based on lease terms
2 - 10 years
4 - 10 years
4 - 5 years
3 - 10 years
The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are
recognised in profit or loss when the changes arise.
(c) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised is
added to the carrying amount of the asset only when it is probable that future economic benefits associated
with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and
maintenance expenses are recognised in profit or loss when incurred.
(d)
Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and
its carrying amount is recognised in profit or loss within “other gains”.
2.5
Investment properties include properties that are held for long-term rental yields and/or for capital appreciation
and land under operating leases that are held for long-term capital appreciation or for a currently indeterminate
use. Investment properties include properties that are being constructed or developed for future use as investment
properties.
Investment properties are initially recognised at cost and subsequently carried at fair value, determined annually
by independent professional valuers on the highest and best use basis. Changes in fair values are recognised
in profit or loss.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of
self-constructed investment property includes the costs of materials and direct labour, any other costs directly
attributable to bringing the investment property to a working condition for their intended use and capitalised
borrowing costs.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major
renovations and improvements is capitalised and the carrying amounts of the replaced components are
recognised in profit or loss. The cost of maintenance, repairs and minor improvements is recognised in profit or
loss when incurred.
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount
is recognised in profit or loss.
70
2.6
Intangible assets
(a) Goodwill on acquisitions
Goodwill on acquisitions of subsidiaries and businesses on or after 1 January 2010 represents the excess
of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of
the identifiable net assets acquired.
Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and on acquisition of joint
ventures and associated companies represents the excess of the cost of the acquisition over the fair value
of the Group’s share of the identifiable net assets acquired.
Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less accumulated
impairment losses.
Goodwill on associated companies and joint ventures is included in the carrying amount of the investments.
(b) Favourable lease agreement
Favourable lease agreement acquired is initially recognised at cost and is subsequently carried at cost less
accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss
using the straight-line method over 62 months, which is the shorter of its estimated useful life and period of
contractual rights.
2.7 Borrowing costs
Borrowing costs are recognised in profit or loss using the effective interest method except for those costs that
are directly attributable to the construction or development of properties and assets under construction. This
includes those costs on borrowings acquired specifically for the construction or development of properties and
assets under construction, as well as those in relation to general borrowings used to finance the construction or
development of properties and assets under construction.
The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less
any investment income on temporary investment of these borrowings, are capitalised in the cost of the property
under development. Borrowing costs on general borrowings are capitalised by applying a capitalisation rate to
construction or development expenditures that are financed by general borrowings.
2.8 Investments in subsidiaries, associated companies and joint ventures
Investments in subsidiaries, associated companies and joint ventures are carried at cost less accumulated
impairment losses in the Company’s balance sheet. On disposal of such investments, the difference between
disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
Annual Report 2015
71
2.9
Impairment of non-financial assets
(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there
is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cashgenerating-units (“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the
recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value
less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated
to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each
asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
(b) Intangible assets
Investments in subsidiaries, associated companies and joint ventures
Intangible assets, property, plant and equipment and investments in subsidiaries, associated companies
and joint ventures are tested for impairment whenever there is any objective evidence or indication that
these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to
sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate
cash inflows that are largely independent of those from other assets. If this is the case, the recoverable
amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss
in profit or loss.
An impairment loss for an asset other than goodwill is reversed only if, there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.
The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount
does not exceed the carrying amount that would have been determined (net of any accumulated amortisation
or depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.
72
2.10
Financial assets
(a) Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans
and receivables, held-to-maturity and available-for-sale. However, the Group has financial assets only in
the categories of loans and receivables and available-for-sale. The classification depends on the nature of
the asset and the purpose for which the assets were acquired. Management determines the classification
of its financial assets at initial recognition.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They are presented as current assets, except for those expected
to be realised later than 12 months after the balance sheet date which are presented as non-current
assets. Loans and receivables are presented as “trade and other receivables” and “cash and bank
balances” on the balance sheet except for certain non-trade receivables from subsidiaries which have
been accounted for in accordance with Note 2.8.
(ii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category
or not classified in any of the other categories. They are presented as non-current assets unless
the investment matures or management intends to dispose of the assets within 12 months after the
balance sheet date.
(b) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade date - the date on which the
Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all risks and rewards of
ownership. On disposal of a financial asset, the difference between the carrying amount and the sale
proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income
relating to that asset is reclassified to profit or loss.
Annual Report 2015
73
2.10
Financial assets (continued)
(c)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.
(d) Subsequent measurement
Available-for-sale financial assets are subsequently carried at fair value. Loans and receivables are
subsequently carried at amortised cost using the effective interest method.
Interest and dividend income on available-for-sale financial assets are recognised separately in income.
Changes in the fair values of available-for-sale debt securities (i.e. monetary items) denominated in foreign
currencies are analysed into currency translation differences on the amortised cost of the securities and
other changes; the currency translation differences are recognised in profit or loss and the other changes
are recognised in other comprehensive income and accumulated in the fair value reserve. Changes in
the fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in other
comprehensive income and accumulated in the fair value reserve, together with the related currency
translation differences.
(e)
Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a
group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.
(i)
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default
or significant delay in payments are objective evidence that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account
which is calculated as the difference between the carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible,
it is written off against the allowance account. Subsequent recoveries of amounts previously written off
are recognised against the same line item in profit or loss.
The impairment allowance is reduced through profit or loss in a subsequent period when the amount
of impairment loss decreases and the related decrease can be objectively measured. The carrying
amount of the asset previously impaired is increased to the extent that the new carrying amount does
not exceed the amortised cost had no impairment been recognised in prior periods.
(ii) Available-for-sale financial assets
In addition to the objective evidence of impairment described in Note 2.10(e)(i), a significant or
prolonged decline in the fair value of an equity security below its cost is considered as an indicator that
the available-for-sale financial asset is impaired.
If any evidence of impairment exists, the cumulative loss that was previously recognised in other
comprehensive income is reclassified to profit or loss. The cumulative loss is measured as the
difference between the acquisition cost (net of any principal repayments and amortisation) and the
current fair value, less any impairment loss previously recognised as an expense. The impairment
losses recognised as an expense on equity securities are not reversed through profit or loss.
74
2.11
Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally
enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously.
2.12
Financial guarantees
The Company has issued corporate guarantees to banks for borrowings of its subsidiaries, associated companies
and joint ventures. These guarantees are financial guarantees as they require the Company to reimburse the
banks if the subsidiaries, associated companies or joint ventures fail to make principal or interest payments when
due in accordance with the terms of their borrowings.
Financial guarantees are initially recognised at their fair values plus transaction costs in the Company’s balance
sheets.
Financial guarantees are subsequently amortised to profit or loss over the period of the subsidiaries’, associated
companies’ and joint ventures’ borrowings, unless it is probable that the Company will reimburse the bank for
an amount higher than the unamortised amount. In this case, the financial guarantees shall be carried at the
expected amount payable to the banks in the Company’s balance sheets.
Intra-group transactions are eliminated on consolidation.
2.13Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement
for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in
profit or loss over the period of the borrowings using the effective interest method.
2.14
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of
financial year which are unpaid. They are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current
liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using
the effective interest method.
Annual Report 2015
75
2.15
Fair value estimation of financial assets and liabilities
The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter
securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market
prices used for financial assets are the current bid prices; the appropriate quoted market prices for financial
liabilities are the current asking prices.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying
amounts.
2.16
Leases
(a) When the Group is the lessee:
The Group leases land, motor vehicles and certain property, plant and equipment under finance and
operating leases from non-related parties.
(i)
Lessee - Finance leases
Leases where the Group assumes substantially all risks and rewards incidental to ownership of the
leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases
are recognised on the balance sheet as plant and equipment and borrowings respectively, at the
inception of the leases based on the lower of the fair value of the leased assets and the present value
of the minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of the outstanding
lease liability. The finance expense is recognised in profit or loss on a basis that reflects a constant
periodic rate of interest on the finance lease liability.
(ii) Lessee - Operating leases
Leases where substantially all risks and rewards incidental to ownership are retained by the lessors
are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessors) are recognised in profit or loss on a straight-line basis over the period of
the lease.
(b) When the Group is the lessor:
The Group subleases its leased office premises under operating leases to non-related parties. The Group
also leases its investment properties under operating leases to non-related parties.
Leases of investment properties where the Group retains substantially all risks and rewards incidental to
ownership are classified as operating leases. Rental income from operating leases (net of any incentives
given to lessees) is recognised in profit or loss on a straight-line basis over the lease term.
Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to the
carrying amount of the leased assets and recognised as an expense in profit or loss over the lease term on
the same basis as the lease income.
76
2.17
Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted average
basis. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct
costs and related production overheads (based on normal operating capacity) but excludes borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and applicable variable selling expenses.
2.18
Income taxes
Current income tax for current and prior periods are recognised at the amounts expected to be paid to or
recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from
the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and
affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries,
associated companies and joint ventures, except where the Group is able to control the timing of the reversal of
the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be
available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date; and
(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance
sheet date, to recover or settle the carrying amounts of its assets and liabilities except for investment
properties. Investment property measured at fair value is presumed to be recovered entirely through sale.
Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent
that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred
tax arising from a business combination is adjusted against goodwill on acquisition.
The Group accounts for investment tax credits (for example, productivity and innovative credit) similar to
accounting for other tax credits where deferred tax asset is recognised for unused tax credits to the extent that it
is probable that future taxable profit will be available against which the unused tax credit can be utilised.
2.19
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is more likely than not that an outflow of resources will be required to settle the obligation and the
amount has been reliably estimated.
Annual Report 2015
77
2.20
Employee compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
(a) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions
into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis.
The Group has no further payment obligations once the contributions have been paid.
(b) Defined benefit plans
The Group also has an unfunded defined benefit plan as part of a subsidiary’s national severance, gratuity
and corporation benefits plan. An independent actuary’s valuation is obtained in determining the defined
benefit obligation using the projected unit credit method. The present value of the defined benefit obligation
is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate
bonds that are denominated in the currency in which the benefits will be paid and that have terms of maturity
approximating the terms of the related liability.
(c) Employee leave entitlements
Employee entitlements to annual leave and long service leave are recognised when they accrue to
employees. A provision is made for the estimated liability for annual leave as a result of services rendered
by employees up to the balance sheet date.
(d) Termination benefits
Termination benefits are those benefits which are payable when employment is terminated before the normal
retirement date. The Group recognises termination benefits at the earlier of the following dates: (a) when
the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a
restructuring that is within the scope of FRS 37 and involves the payment of termination benefits. Benefits
falling due more than 12 months after balance sheet date are discounted to present value.
2.21
Currency translation
(a) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“functional currency”). The financial
statements are presented in Singapore Dollars, which is the functional currency of the Company.
78
2.21
Currency translation (continued)
(b) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into
the functional currency using the exchange rates at the dates of the transactions. Currency exchange
differences resulting from the settlement of such transactions and from the translation of monetary assets
and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised
in profit or loss. However, in the consolidated financial statements, currency translation differences arising
from borrowings in foreign currencies and other currency instruments designated and qualifying as net
investment hedges and net investment in foreign operations, are recognised in other comprehensive
income and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any loan forming part of the net investment of the foreign
operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified
to profit or loss, as part of the gain or loss on disposal.
Foreign exchange gains and losses that relate to borrowings are presented in the income statement within
“finance expenses”. All other foreign exchange gains and losses impacting profit or loss are presented in
the income statement within “other gains”.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates
at the date when the fair values are determined.
(c) Translation of Group entities’ financial statements
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
(i)
assets and liabilities are translated at the closing exchange rates at the reporting date;
(ii) income and expenses are translated at average exchange rates (unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated using the exchange rates at the date of the transactions); and
(iii) all resulting currency translation differences are recognised in other comprehensive income and
accumulated in the currency translation reserve. These currency translation differences are reclassified
to profit or loss on disposal or partial disposal of the entity giving rise to such reserve.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets
and liabilities of the foreign operations and translated at the closing rates at the reporting date.
Annual Report 2015
79
2.22
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the senior
management whose members are responsible for allocating resources and assessing performance of the
operating segments.
2.23
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include
cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and
bank overdrafts. Bank overdrafts are presented as current borrowings on the balance sheet. For cash subjected
to restriction, assessment is made on the economic substance of the restriction and whether they meet the
definition of cash and cash equivalents.
2.24
Share capital and treasury shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary
shares are deducted against the share capital account.
When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the carrying
amount which includes the consideration paid and any directly attributable transaction cost is presented as a
component within equity attributable to the Company’s equity holders, until they are cancelled, sold or reissued.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share
capital account if the shares are purchased out of capital of the Company, or against the retained profits of the
Company if the shares are purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to an employee share option scheme, the cost
of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue,
net of any directly attributable incremental transaction costs and related income tax, is recognised in the capital
reserve.
2.25Dividends to Company’s shareholders
Dividends to the Company’s shareholders are recognised when the dividends are approved for payments.
2.26
Discontinued operations
A discontinued operation is a component of an entity that either has been disposed of, or that is classified as
held-for-sale and:
(a) represents a separate major line of business or geographical area of operations;
(b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of
operations; or
(c) is a subsidiary acquired exclusively with a view to resale.
80
3. Critical accounting estimates, assumptions and judgements
3.1
Critical accounting estimates and assumptions
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Valuation of investment properties
The Group, in reliance on independent professional valuers, applies estimates, judgements and assumptions
in the determination of fair values for investment properties. The valuation forms the basis for the carrying
amounts in the consolidated financial statements (Note 21).
4.Revenue
Group
Sale of goods
Rendering of services
Rental income from investment properties (Note 21)
Rental income from property, plant and equipment
Others
Total revenue
2015
$’000
2014
$’000
5,033
1,373
94,013
292
3,827
104,538
7,939
691
73,356
2,457
84,443
5.cost of sales and expenses
Group
Purchase of raw materials and consumables
Changes in inventories
Depreciation of property, plant and equipment (Note 22)
Amortisation of intangible asset (Note 23(c))
Total depreciation and amortisation
(Write back)/allowance for impairment of trade and other receivables
Property tax
Employee compensation (Note 9)
Rental expense on operating leases
Utilities
Repairs and maintenance
Insurance
Security and card system expenses
Laundry expense
Legal and professional fees
Transportation expenses
Advertising and promotion expenses
Write off of investment in an associated company (Note 18(a))
Others
Total cost of sales, distribution and administrative expenses
2015
$’000
2014
$’000
1,675
262
2,291
4,939
7,230
(39)
3,371
14,050
4,797
6,004
4,273
450
729
762
2,166
974
774
4,800
5,151
57,429
2,561
(19)
1,928
4,939
6,867
115
1,383
13,575
3,098
4,610
2,269
407
604
556
1,944
845
575
4,946
44,336
Annual Report 2015
81
6. Other income and gains
Group
Rental income
Interest income
Dividend income
Other gains (Note 7)
2015
$’000
2014
$’000
316
857
111
259
1,543
305
352
111
96
864
7. Other gains
Group
2014
$’000
2015
$’000
Currency exchange loss - net
Net (loss)/gain on disposal of plant and equipment
Reversal of impairment of property, plant and equipment (Note 22)
- reclassification from other comprehensive income (Note 30(b)(i))
Government grants
Others
(149)
(18)
35
(198)
38
-
131
260
259
(153)
174
235
96
8. Finance expenses
Group
Interest expense:
- bank borrowings
- finance lease liabilities
- associated company
Less: Borrowing costs capitalised in investment properties
Finance expenses recognised in profit or loss
82
Borrowing costs on general financing were capitalised at a rate of 0.53% (2014: 0.60%).
2015
$’000
2014
$’000
18,775
749
(3,584)
15,940
11,498
1
(2,610)
8,889
9. Employee compensation
Group
Wages and salaries
Employer’s contribution to defined contribution plans,
including Central Provident Fund
Post-employment benefits (Note 27(b))
Less: Amounts attributable to discontinued operations
Amounts attributable to continuing operations (Note 5)
2015
$’000
2014
$’000
12,695
13,093
1,157
198
14,050
1,216
(75)
(659)
13,575
10. Income taxes
(a) Income tax expense
Group
Tax expense attributable to the profit is made up of:
- Profit for the financial year
From continuing operations
Current income tax
- Singapore
- Foreign
Deferred income tax (Note 28)
- (Over)/under provision in prior financial years
Current income tax
Deferred income tax (Note 28)
2015
$’000
2014
$’000
6.777
2,111
8,888
(555)
8,333
5,882
832
6,714
(71)
6,643
(34)
(30)
8,269
(289)
149
6,503
Annual Report 2015
83
10. Income taxes (continued)
(a) Income tax expense (continued)
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the Singapore
standard rate of income tax as follows:
Group
2015
2014
$’000
$’000
Profit before tax
- continuing operations
- discontinued operations (Note 11(a))
Share of profit of associated companies and joint ventures, net of tax
Profit before tax and share of profit of associated companies and
joint ventures
Tax calculated at a tax rate of 17% (2014: 17%)
Effects of:
- different tax rates in other countries
- statutory stepped income exemption
- expenses not deductible for tax purposes
- income not subject to tax
- utilisation of previously unrecognised tax losses
- utilisation of previously unrecognised capital allowances
- unrecognised deferred tax assets
- over provision of tax in prior years
- others
Tax charge
117,722
(69)
117,653
(45,332)
36,262
72,321
6,165
12,295
213
(83)
5,820
(4,627)
(403)
(64)
1,744
(64)
(432)
8,269
(1,253)
(81)
3,278
(7,238)
(43)
(15)
61
(140)
(361)
6,503
(b) Movements in current income tax liabilities/(recoverable)
Group
Currency translation differences
Income tax paid - net
Tax expense
Over provision in prior financial years
84
42,248
42,248
(5,986)
2015
$’000
2014
$’000
6,757
(142)
(6,459)
8,888
(34)
9,010
6,798
(16)
(6,450)
6,714
(289)
6,757
Company
2015
2014
$’000
$’000
192
(26)
312
478
133
(5)
156
(92)
192
10. Income taxes (continued)
(b) Movements in current income tax liabilities/(recoverable) (continued)
The current income tax account comprises the following:
Group
Current income tax recoverable
(Included in Other assets - Note 16)
2015
$’000
2014
$’000
(444)
9,454
9,010
(307)
7,064
6,757
Company
2015
2014
$’000
$’000
192
192
478
478
(c) There is no tax charge relating to each component of other comprehensive income.
11. Discontinued operations
The stock and fixed assets of Summit Technology Australia Pty Ltd (comprising the Group’s optical segment in
Australia) were sold and completed on 17 April 2014. The entire results from Summit Technology Australia Pty Ltd
and its subsidiary, Summit Printing (Australia) Pty Ltd are presented separately on the consolidated income statement
as “Discontinued operations” for the financial year ended 31 December 2014.
(a) The results of the discontinued operations are as follows:
Group
2014
$’000
Revenue
Other income
Other gains and losses*
Expenses
Loss before tax from discontinued operations
Tax credit
Loss after tax and other comprehensive loss from discontinued operations
1,876
118
114
(2,177)
(69)
(69)
* Includes gains on disposal of property, plant and equipment of $685,000 in 2014
Profit/(loss) attributable to equity holders of the Company relates to:
2014
$’000
- Profit from continuing operations
- Loss from discontinued operations
Total
111,269
(69)
111,200
Total comprehensive income attributable to equity holders of the Company relates to:
- Profit from continuing operations
- Loss from discontinued operations
Total
105,698
(69)
105,629
Annual Report 2015
85
11. Discontinued operations (continued)
(b) The impact of the discontinued operations on the cash flows of the Group is as follows:
Group
2014
$’000
Operating cash outflows
Investing cash inflows
Total cash outflows
(978)
873
(105)
12. Earnings per share
(a) Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the net profit/(loss) attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial year.
Continuing
operations
2015
2014
Net profit/(loss) attributable
to equity holders of the
Company ($’000)
34,129
111,269
-
Weighted average number
of ordinary shares
outstanding for basic
earnings/(loss)
per share (’000)
755,637
756,590
-
4.52
14.71
-
Basic earnings/(loss)
per share (cents)
Discontinued
operations
2015
2014
(69)
756,590
(0.01)
Total
2015
2014
34,129
111,200
755,637
756,590
4.52
14.70
(b) Diluted earnings/(loss) per share
For the purpose of calculating diluted earnings/(loss) per share, profit attributable to equity holders of the
Company and the weighted average number of ordinary shares outstanding are adjusted for the effects of all
dilutive potential ordinary shares.
The Company has one category of dilutive potential ordinary shares: warrants.
For warrants, the weighted average number of shares on issue has been adjusted as if all dilutive warrants were
exercised. The number of shares that could have been issued upon the exercise of all dilutive warrants less the
number of shares that could have been issued at fair value (determined as the Company’s average share price
for the financial year) for the same total proceeds is added to the denominator as the number of shares issued
for no consideration. No adjustment is made to the net profit.
86
12. Earnings per share (continued)
(b) Diluted earnings/(loss) per share (continued)
Diluted earnings/(loss) per share for continuing and discontinued operations attributable to equity holders of the
Company is calculated as follows:
Continuing
operations
2015
2014
Discontinued
operations
2015
2014
Total
2015
2014
34,129
111,200
Net profit/(loss)
used to determine
diluted earnings
per share ($’000)
34,129
111,269
-
Weighted average
number of ordinary
shares outstanding
for basic earnings/
(loss) per share
(’000)
755,637
756,590
-
756,590
755,637
756,590
755,637
14,531
771,121
-
14,531
771,121
755,637
14,531
771,121
4.52
14.43
-
4.52
14.42
Adjustments for (’000)
- Warrants
Diluted earnings/
(loss) per share
(cents)
(69)
(0.01)
13. Cash and BANK BALANCES
Group
Cash at bank and on hand
Short-term bank deposits
2015
$’000
2014
$’000
21,286
117,149
138,435
28,917
34,227
63,144
Company
2015
2014
$’000
$’000
1,570
85,505
87,075
6,375
15,305
21,680
Annual Report 2015
87
13. Cash and BANK BALANCES (continued)
As at 31 December 2015, short-term bank deposits at the balance sheet date have an average maturity of 1 - 10
months (2014: 1 - 3 months) with the following weighted average effective interest rates:
Group
Singapore Dollar
Australian Dollar
Sterling Pound
United States Dollar
Ringgit Malaysia
2015
%
2014
%
Company
2015
2014
%
%
1.47
2.00
0.45
0.50
3.20
0.82
2.01
0.37
0.07
3.20
1.56
2.00
0.34
-
1.05
2.01
0.05
-
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the
following:
Group
2015
$’000
Cash and bank balances (as above)
Less: Short-term bank deposits charged as security to bank
Cash and cash equivalents per consolidated statement of cash flows
138,435
(4,047)
134,388
2014
$’000
63,144
(4,028)
59,116
As at 31 December 2015, short-term bank deposits of the Group amounting to $4,047,000 (2014: $4,028,000) were
charged as security to a bank as a guarantee in relation to a bank facility.
88
14. Trade and other receivables
(a)Current
Group
Trade receivables - non-related parties
Less: Allowance for impairment
Receivables from subsidiaries
- trade
- non-trade
Receivables from joint ventures
- trade
- non-trade
Receivables from associated companies
- trade
- non-trade
Loans to subsidiaries
Other receivables
Company
2015
2014
$’000
$’000
2014
$’000
2015
$’000
3,931
(976)
2,955
5,066
(1,180)
3,886
1
1
12
12
-
-
590
12,346
428
6,754
-
206
69
-
9
220
711
931
931
275
275
1,527
5,413
832
4,993
3
10,265
23,204
(11,006)
12,198
11,578
18,769
(10,897)
7,872
197
12,396
60
7,944
During the year, the Company provided additional allowance for impairment of $109,000 (2014: $1,064,000) for
loans to subsidiaries.
The non-trade receivables from subsidiaries, associated companies and joint ventures and loans to subsidiaries
are unsecured, interest-free and repayable on demand.
(b)Non-current
Group
2015
$’000
2014
$’000
Loans to subsidiaries
-
-
Loans to an associated company
-
604
604
Company
2015
2014
$’000
$’000
262,710
271,245
(483)
262,227
271,245
The loans to subsidiaries and an associated company are unsecured with no fixed terms of repayment and are
not expected to be repaid within the next twelve months. Included in the loans to subsidiaries is an amount of
$66,553,000 (2014: $40,205,000) which bears interest at 5.5% (2014: 5.5%) per annum.
The loans to subsidiaries and an associated company are treated as a long-term source of additional capital
and financing to the subsidiaries and an associated company. Accordingly, they are deemed to be quasi-equity
representing an addition to the Company’s net investments in the subsidiaries and an associated company.
Annual Report 2015
89
15.Inventories
Group
Finished goods
Raw materials
Less: Allowance for stock obsolescence
2015
$’000
2014
$’000
17
453
(89)
381
87
556
643
The cost of inventories recognised as expense and included in “cost of sales” amounted to $1,937,000 (2014:
$2,542,000).
16. Other assets
Group
2014
$’000
2015
$’000
Current
Deposits
Prepayments
Tax recoverable (Note 10(b))
Others
Non-current
Deposits
Company
2015
2014
$’000
$’000
12,530
829
2,891
460
66
75
137
127
444
68
3,863
307
13,666
23
164
264
265
265
265
265
At the balance sheet date, the carrying amounts of the deposits approximated their fair values.
17. Available-for-sale financial assets
Group
Fair value losses recognised in other comprehensive
income (Note 30(b)(i))
2015
$’000
2014
$’000
Company
2015
2014
$’000
$’000
2,314
2,521
2,314
2,521
(118)
2,196
(207)
2,314
(118)
2,196
(207)
2,314
2015
$’000
2014
$’000
Company
2015
2014
$’000
$’000
2,196
2,314
2,196
Available-for-sale financial assets are analysed as follows:
Group
Listed debt securities - Singapore
The fair values of listed debt securities are based on quoted market prices at the balance sheet date.
90
2,314
18. Investments in associated companies
Group
2015
2014
$’000
$’000
Equity investment, at cost
Less: Accumulated impairment
Transfer from investment in joint ventures (Note 18(d))
Write off of investment in an associated company
(Note 18(a))
Acquisition of a new associated company
Disposal of investment in associated company
Share of profit/(loss)
Dividends received
Share of loss in excess of investments in an associated
company
Company
2015
2014
$’000
$’000
1,668
(370)
1,298
1,371
84,417
(4,800)
(172)
5,986
(4,050)
345
83,097
1,668
(370)
1,298
1,348
(23)
64
(2)
(16)
1,371
(a) The carrying value of the investment in an associated company, Lian Beng-Centurion (Mandai) Pte Ltd has been
re-assessed as at 31 December 2015 against the Group’s share of net assets which has taken into account the
fair value of the underlying investment properties. An excess of $4,800,000 (2014: $nil) was written off to profit
or loss.
(b) There are no contingent liabilities relating to the Group’s interest in the associated companies.
(c) Set out below are the associated companies of the Group as at 31 December 2015, which in the opinion of the
directors, are not material to the Group. The associated companies as listed below have share capital consisting
solely of ordinary shares, which are held directly by the Group, the country of incorporation is also their principal
place of business.
Annual Report 2015
91
18. Investments in associated companies (continued)
Name of entity
Held directly by the Company
Sherford (M) Sdn Bhd(a)
Principal activities
Place of
business/
country of
incorporation
Property investment
Malaysia
25
25
Property investment and provision of
dormitory accommodation, management
and services
Malaysia
49
49
% of
ownership
interest
2015 2014
%
%
Held by subsidiaries
Oriental Amber Sdn Bhd(b),(c)
(a)
Audited by M.S. Wong & Co.
(b) Audited by PricewaterhouseCoopers, Malaysia.
(c)
Holdings through Centurion Dormitories Sdn Bhd.
(d) Set out below are the associated companies of the Group as at 31 December 2015, which in the opinion of the
directors, are material to the Group. The associated companies as listed below have share capital consisting
solely of ordinary shares, which are held directly by the Group, the country of incorporation is also their principal
place of business.
Name of entity
Place of
business/
country of
incorporation
% of
ownership
interest
2015 2014
%
%
Held by subsidiary
Lian Beng-Centurion (Mandai) Pte
Ltd(a),(b),(c)
Property development and owner of a
workers’ dormitory
Singapore
45
45
Held by Lian Beng-Centurion
(Mandai) Pte Ltd
Lian-Beng Centurion (Dormitory) Pte
Ltd(a),(c)
Provision of dormitory accommodation
services
Singapore
45
45
(a) Audited by Ernst and Young LLP, Singapore.
(b) Holdings through Centurion Dormitories Pte Ltd.
(c)
Due to change of terms in the contractual agreement effective 2 January 2015, Lian Beng-Centurion (Mandai) Pte Ltd and Lian-Beng Centurion
(Dormitory) Pte Ltd are re-classified from joint ventures to associated companies.
Summarised financial information for associated companies
92
Set out below is the summarised financial information for the material associated companies held by the Group.
Summarised balance sheet
Lian Beng-Centurion
(Mandai) Pte Ltd
As at 31 December
2015
2014*
$’000
$’000
ASSETS
Current assets
Includes:
- Cash and bank balances
Non-current assets
LIABILITIES
Current liabilities
Includes:
- Borrowings
Non-current liabilities
Includes:
- Borrowings
NET ASSETS
Lian Beng-Centurion
(Dormitory) Pte Ltd
As at 31 December
2015
2014*
$’000
$’000
Total
As at 31 December
2015
2014*
$’000
$’000
88,777
12,268
14,958
15,628
103,735
27,896
2,660
270,000
2,304
270,000
12,674
799
9,589
924
15,334
270,799
11,893
270,924
(11,154)
(16,700)
(7,320)
(7,288)
(18,474)
(23,988)
(7,656)
(174,001)
(5,256)
(97,857)
(82)
(48)
(7,656)
(174,083)
(5,256)
(97,905)
(174,001)
(97,857)
(174,001)
(97,857)
173,622
167,711
181,977
176,927
-
-
8,355
9,216
Summarised statement of comprehensive income
Lian Beng-Centurion
(Mandai) Pte Ltd
For the year ended
31 December
2015
2014*
$’000
$’000
Sales
Interest income
Expenses includes
- Depreciation and amortisation
- Interest expense
Profit before tax
Income tax expense
Total profit and total
comprehensive income
Dividends received from joint
ventures
Lian Beng-Centurion
(Dormitory) Pte Ltd
For the year ended
31 December
2015
2014*
$’000
$’000
Total
For the year ended
31 December
2015
2014*
$’000
$’000
1,074
123,993
24
22,906
127
21,565
136
22,906
1,201
145,558
160
(3,642)
14,921
(10)
(1,995)
105,952
(7,504)
(267)
16,081
(2,442)
(205)
14,914
(2,589)
(267)
(3,642)
31,002
(2,452)
(205)
(1,995)
120,866
(10,093)
14,911
98,448
13,639
12,325
28,550
110,773
14,500
13,500
-
-
14,500
13,500
The information above reflects the amounts included in the financial statements of the associated companies (and
not the Group’s share of those amounts), adjusted for differences in accounting policies between the Group and the
associated companies.
Annual Report 2015
93
Reconciliation of the summarised financial information presented, to the carrying amount of the Group’s interest in the
associated companies is as follows:
Lian Beng-Centurion
(Mandai) Pte Ltd
As at 31 December
2015
2014*
$’000
$’000
Net assets
At 1 January
Profit for the year
Dividends paid
Net assets as at 31 December
Interest in the joint ventures (45%)
Goodwill
Carrying value
Lian Beng-Centurion
(Dormitory) Pte Ltd
As at 31 December
2015
2014*
$’000
$’000
Total
As at 31 December
2015
2014*
$’000
$’000
167,711
14,911
(9,000)
173,622
99,263
98,448
(30,000)
167,711
9,216
13,639
(14,500)
8,355
6,891
12,325
(10,000)
9,216
176,927
28,550
(23,500)
181,977
106,154
110,773
(40,000)
176,927
78,130
78,130
75,470
4,800
80,270
3,760
3,760
4,147
4,147
81,890
81,890
79,617
4,800
84,417
1,207
*
83,097
*
Add:
Carrying value of individually immaterial associated companies, in aggregate
Carrying value of Group’s interest in associated companies
*Lian Beng-Centurion (Mandai) Pte Ltd and Lian Beng-Centurion (Dormitory) Pte Ltd are classified as joint ventures as at 31
December 2014 (Note 18(d))
19. Investments in joint ventures
Group
Transfer to investment in associated companies (Note 18(d))
Share of profit
Dividends received
2015
$’000
2014
$’000
84,417
(84,417)
-
52,569
45,348
(13,500)
84,417
The Group has no joint ventures as at 31 December 2015. The joint ventures of the Group as at 31 December 2014
are set out in Note 18(d).
Summarised financial information for joint ventures
The summarised financial information for the joint ventures held by the Group as at 31 December 2014 is set out in
Note 18(d).
There are no contingent liabilities relating to the Group’s interest in the joint ventures.
94
20. Investments in subsidiaries
Company
2015
2014
$’000
$’000
Equity investment, at cost
Less: Accumulated impairment
26,193
(8,793)
17,400
26,093
(7,331)
18,762
(a) The carrying amount of investments in subsidiaries and the movement in the related allowance for impairment
are as follows:
Company
2015
2014
$’000
$’000
Additions
Impairment of subsidiaries
18,762
100
(1,462)
17,400
(b) Acquisition of subsidiary
2015
(i)
10,046
10,999
(2,283)
18,762
Acquisition of remaining 15% interest in Shanghai Huade Photoelectron Science & Technology Co. Ltd
On 6 July 2015, the Group acquired the remaining 15% interest in Shanghai Huade Photoelectron Science
& Technology Co. Ltd. Subsequent to the acquisition, Shanghai Huade Photoelectron Science & Technology
Co. Ltd became a wholly-owned subsidiary of the Group. This acquisition is accounted for as a transaction
with equity owners of the Group, the difference of $84,926 between the change in the carrying amount of
the non-controlling interest and the fair value of the consideration paid has been recognised within equity
attributable to the equity holders of the Company.
2014
(i)
Acquisition of subsidiary
On 27 January 2014, Advance Technology Investment Ltd (“ATL”), an indirect wholly-owned subsidiary
of the Company, has acquired an additional 36% of the equity interest in Shanghai Huade Photoelectron
Science & Technology Co. Ltd. (“SHD”), a 49% associated company, from Chinatex (HK) Holdings Ltd
(Beijing), an existing shareholder of SHD, for a total consideration of RMB10,000 (equivalent to S$2,084).
As a result, the Group obtained control in SHD.
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash
flow of the Group, at the acquisition date are as follows:
Annual Report 2015
95
20. Investments in subsidiaries (continued)
(b) Acquisition of subsidiary (continued)
2014
(i)
Acquisition of subsidiary (continued)
Group
$’000
Identifiable assets acquired and liabilities assumed, at fair value
Other current assets
Plant and equipment
Investment property
Total assets
Borrowings
Total liabilities
Identifiable net assets
Non-controlling interests at proportionate share of the identifiable net assets
Consideration paid for 36% equity interest
64
372
29
3,962
4,427
(989)
(3,436)
(4,425)
2
*
2
* Amounts are less than $1,000
Subsequent to the acquisition, the Group repaid the loan to the previous shareholders. The effects on the
cash flows of the Group were as follows:
Group
$’000
Effects on cash flows of the Group
Cash paid
Less: Cash and cash equivalents in subsidiary acquired
Cash inflow on acquisition
96
(2)
372
370
(c) The Group had the following subsidiaries as at 31 December 2015 and 2014:
Name
Proportion
of ordinary
shares
Country of directly held
business/
by the
incorporation Company
2015 2014
%
%
Proportion
Proportion of ordinary
of ordinary
shares
shares held held by nonby the
controlling
Group
interests
2015 2014 2015 2014
%
%
%
%
Summit CD Manufacture
Pte Ltd(a)
Manufacture and replication
of compact discs, data
storage products and related
components
Singapore
100
100
100
100
-
-
Summit Hi-Tech Pte Ltd(a)
Dormant
Singapore
100
100
100
100
-
-
SM Summit Holdings
Pte Ltd(a)
Investment holding
Singapore
100
100
100
100
-
-
Clean2Go Laundry Pte Ltd
Laundry and dry
cleaning services
Singapore
-
-
100
100
-
-
Advance Technology
Investment Ltd(b),(h)
Investment holding
Hong Kong
-
-
100
100
-
-
Shanghai Huade
Photoelectron Science &
Technology Co. Ltd(c),(i)
Dormant
People’s
Republic
of China
-
-
100
85
-
15
Summit Technology
Australia Pty Ltd(d)
Ceased operations
Australia
100
100
100
100
-
-
Summit Printing (Australia)
Pty Ltd(d),(j)
Ceased operations
Australia
-
-
100
100
-
-
Centurion Accommodation
(Australia) Pty Ltd(d),(j)
Property investments
Australia
-
-
100
100
-
-
SM Summit Holdings
(HK) Ltd(b)
Dormant
Hong Kong
100
100
100
100
-
-
Summit CD Manufacture
(HK) Ltd(b)
Dormant
Hong Kong
100
100
100
100
-
-
Gate Cosmos Investments
Ltd(b)
Trading and investment
holding
British Virgin 100
Islands
100
100
100
-
-
PT Digital Media
Technology(e),(k)
Ceased operations
Indonesia
-
-
100
100
-
-
Pte Ltd(a)
Investment holding
Singapore
100
100
100
100
-
-
(a),(h)
Annual Report 2015
97
(c) The Group had the following subsidiaries as at 31 December 2015 and 2014: (continued)
Name
Proportion
of ordinary
shares
business/
by the
2015 2014
%
%
Proportion
of ordinary
shares
controlling
Group
interests
2015 2014 2015 2014
%
%
%
%
Westlite Dormitory
Management Pte Ltd(a),(l)
Provision of management
services
Singapore
-
-
100
100
-
-
Westlite Dormitory
(Toh Guan) Pte Ltd(a),(l)
Property investments and
provision of dormitory
accommodation services
Singapore
-
-
100
100
-
-
Westlite Dormitory
Investments Private
Limited(a),(l)
Investment holding
Singapore
-
-
100
100
-
-
Westlite Dormitory
(Tuas) Pte Ltd(a),(m)
Singapore
-
-
100
100
-
-
Holdings Pte Ltd(a)
Investment holding
Singapore
100
100
100
100
-
-
Westlite Dormitory
(Woodlands) Pte Ltd
(formerly known as Westlite accommodation services
Dormitory (V One) Pte Ltd)
Singapore
-
-
100
100
-
-
Westlite Dormitory
(V Two) Pte Ltd(a),(n)
Investment holding
Singapore
-
-
100
100
-
-
PT Westlite
Accommodation
Cibitung(b),(o)
Indonesia
-
-
100
100
-
-
Westlite Dormitory
(V Three) Pte Ltd(a),(n)
Provision of domitory
services and trading
Singapore
-
-
100
100
-
-
Centurion Dormitory
Venture Pte Ltd(a)
Investment holding
Singapore
100
100
100
100
-
-
Centurion-Lian Beng
(Papan) Pte Ltd (a),(p)
Singapore
-
-
51
51
49
49
(a),(n)
98
Name
Proportion
of ordinary
shares
business/
by the
2015 2014
%
%
Singapore
-
-
Singapore
-
Investment holding
Malaysia
Westlite Dormitory
Management Sdn Bhd(f),(q)
Provision of management
services
WLC Management
Services Sdn Bhd(f),(q)
Provision of dormitory
management and dormitory
Proportion
of ordinary
shares
controlling
Group
interests
2015 2014 2015 2014
%
%
%
%
100
100
-
-
-
100
-
-
-
-
-
100
100
-
-
Malaysia
-
-
100
100
-
-
Malaysia
-
-
100
100
-
-
Westlite Dormitory (Tebrau) Property investments and
Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory
(Cemerlang) Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory
(JB Techpark) Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory (Tampoi) Property investments and
Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory
(Pasir Gudang) Sdn Bhd(f),(q) provision of dormitory
Malaysia
-
-
100
100
-
-
Westlite Dormitory (PG II)
Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory (Senai)
Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
CSL Student Living
(Selegie) Pte Ltd (formerly
known as Westlite
Dormitory (V Five)
Pte Ltd)(a),(n)
Provision of student
accommodation and
services
WLC Facility Services Pte
Ltd(a),(l)
Provision of utilities to
dormitories
Sdn Bhd(f),(l)
Annual Report 2015
99
Name
100
Proportion
of ordinary
shares
business/
by the
2015 2014
%
%
Proportion
of ordinary
shares
controlling
Group
interests
2015 2014 2015 2014
%
%
%
%
Westlite Dormitory (SN II)
Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory
(Penang Juru) Sdn Bhd(f),(q)
Malaysia
-
-
100
100
-
-
Westlite Dormitory
(Bukit Minyak) Sdn Bhd
(formerly known as Volvilla
Development Sdn Bhd)(f),(q)
Malaysia
-
-
100
100
-
-
First Megalink Sdn Bhd(f),(q)
Malaysia
-
-
100
-
-
-
Centurion Overseas
Investments Pte Ltd(a)
Investment holding
100
100
100
100
-
-
Centurion Overseas
Ventures Ltd(b),(r)
Investment holding and
provision of management
services
Malaysia
-
-
100
100
-
-
Centurion Melbourne
Student Village Trust(d),(s)
Trust
Australia
-
-
100
100
-
-
Centurion Melbourne
Apartment Trust(d),(s)
Trust
Australia
-
-
100
100
-
-
Centurion Australia
Investments Pty Ltd(b),(r)
Trustees for 2 trusts in
Australia
Australia
-
-
100
100
-
-
Centurion Student
Services Pty Ltd(d),(r)
Provide management
services and leasing
services to students
Australia
-
-
100
100
-
-
Centurion Student Services Provide management
(UK) Ltd(g),(r)
services and leasing
services to students
United
Kingdom
-
-
100
100
-
-
Centurion Investments (JS) Property investments
Ltd(g),(r)
and provision of student
accommodation
United
Kingdom
-
-
100
100
-
-
Singapore
Name
Proportion
of ordinary
shares
business/
by the
2015 2014
%
%
Proportion
of ordinary
shares
controlling
Group
interests
2015 2014 2015 2014
%
%
%
%
Centurion Investments
(JSI) Ltd(g),(r)
accommodation
United
Kingdom
-
-
100
100
-
-
Centurion Investments
(JSII) Ltd(g),(r)
accommodation
United
Kingdom
-
-
100
100
-
-
(a)
Audited by PricewaterhouseCoopers LLP, Singapore
(b)
Not required to be audited under the laws of the country of incorporation
(c)
Audited by Shanghai LSC Certified Public Accountants Co., Ltd
(d)
Audited by Crowe Horwath, Australia
(e)
Audited by KAP Y. Santosa & Rekan, Indonesia
(f)
Audited by PricewaterhouseCoopers, Malaysia
(g) Audited by PricewaterhouseCoopers LLP, United Kingdom
(h)
Holdings through SM Summit Holdings Pte Ltd
(i)
Holdings through Advance Technology Investment Ltd
(j)
Holdings through Summit Technology Australia Pty Ltd
(k)
Holdings through Gate Cosmos Investments Ltd and SM Summit Holdings Pte Ltd
(l)
Holdings through Centurion Dormitories Pte Ltd
(m)
Holdings through Westlite Dormitory Investments Pte Ltd
(n)
Holdings through Centurion Dormitories Holdings Pte Ltd
(o)
Holdings through Westlite Dormitory (V Two) Pte Ltd and Gate Cosmos Investments Ltd
(p) Holdings through Centurion Dormitory Venture Pte Ltd
(q)
Holdings through Centurion Dormitories Sdn Bhd
(r)
Holdings through Centurion Overseas Investments Pte Ltd
(s)
Holdings through Centurion Overseas Ventures Ltd
(t)
In accordance to Rule 716 of The Singapore Exchange Securities Trading Limited – Listing Rules, the Audit Committee and Board of
Directors of the Company confirmed that they are satisfied that the appointment of different auditors for its subsidiaries, joint ventures and
associated companies would not compromise the standard and effectiveness of the audit of the Group.
Annual Report 2015
101
21. Investment properties
Group
Acquisition of subsidiaries
Additions to investment properties
Net fair value gains recognised in profit or loss
2015
$’000
2014
$’000
684,437
(10,475)
213,959
3,550
891,471
368,712
3,962
(6,623)
278,078
40,308
684,437
Investment properties are leased to non-related parties under operating leases (Note 33(c)).
Certain investment properties are pledged as security for the bank facilities extended to subsidiaries (Note 25(a)).
The carrying values of these investment properties amounted to approximately $872,537,000 (2014: $644,946,000).
The following amounts are recognised in profit or loss:
Group
Rental income (Note 4)
Direct operating expenses arising from:
- Investment properties that generated rental income and service charges
- Investment properties that do not generate rental income
102
2015
$’000
2014
$’000
94,013
73,356
(34,354)
(183)
(17,765)
(118)
21. Investment properties (continued)
At the balance sheet date, the details of the Group’s investment properties are as follows:
Location
Unexpired
term
of lease
Description
Existing Use
Tenure
Toh Guan Road, Singapore
8 blocks of workers dormitory
Commercial
dormitory
Leasehold
42 years
Tuas South Ave 9, Singapore
8 blocks of workers dormitory and
1 amenity block
Commercial
dormitory
Leasehold
1.3 years
Woodlands Avenue 10,
Singapore
Two 13-storey blocks of workers
dormitory
Commercial
dormitory
Leasehold
28 years
Jalan Papan, Singapore
Under development
Commercial
dormitory
Leasehold
23 years
Johor Technology Park,
Malaysia
1 amenity block
Commercial
dormitory
Leasehold
96 years
Tebrau, Malaysia
1 amenity block
Commercial
dormitory
Leasehold
45 years
Desa Cemerlang, Malaysia
Commercial
dormitory
Freehold
Pasir Gudang, Malaysia
Commercial
dormitory
Leasehold
Tampoi, Malaysia
Commercial
dormitory
Freehold
-
Senai, Malaysia
Commercial
dormitory
Freehold
-
Senai II, Malaysia
Under construction
Commercial
dormitory
Freehold
-
Bukit Minyak Penang,
Malaysia
Under Construction
Commercial
dormitory
Freehold
-
Shanghai Huade, China
Industry factory building
Factory rental
Leasehold
RMIT Village Student
Accommodation
Melbourne, Australia
456 bedrooms of accommodation
Student
accommodation
Freehold
70 years
38.5 years
Annual Report 2015
-
103
At the balance sheet date, the details of the Group’s investment properties are as follows: (continued)
Location
Description
Existing Use
Tenure
RMIT Village Car Park site
Melbourne, Australia
Commercial car park
Commercial
car park
Freehold
-
Two 9-storey blocks and a 7-storey
block
Student
accommodation
Freehold
-
South
7 blocks with 8 clusters in each block Student
accommodation
and 4 blocks with 6 or 8 clusters in
each block
Freehold
-
The Grafton
1 block with 55 flats
Student
accommodation
Freehold
-
Cathedral Campus
Eighty seven 3-storey houses
arranged in 14 terraced blocks
around 3 courtyard areas
Student
accommodation
Leasehold
Port Hedland, Australia
Land
Industrial
Freehold
Jl, Wareng Kali Jambe
Lambang Sari Village
Sub district of Tambun
Bekasi, West Java
Land
Residential
Leasehold
242 years
28 years
Fair value hierarchy – Recurring fair value measurements
Description
104
Unexpired
term
of lease
Fair value measurements using
Significant
Significant
Quoted prices in
unobservable
other observable
active markets for
inputs
inputs
identical assets
(Level 3)
(Level 2)
(Level 1)
$’000
$’000
$’000
31 December 2015
Recurring fair value measurements
Investment properties:
- Land and industrial property
- Commercial dormitories
- Student accommodation
-
-
6,182
641,645
243,644
31 December 2014
Recurring fair value measurements
Investment properties:
- Land and industrial property
- Commercial dormitories
- Student accommodation
-
2,461
-
7,568
443,380
231,028
Valuation technique used to derive Level 2 fair value
Level 2 fair values of the Group’s properties have been generally derived using the recent purchase price of the land.
Reconciliation of movements in Level 3 fair value measurement
Land, industrial
property and
commercial
Student
dormitories accommodation
$’000
$’000
Description
Total
$’000
31 December 2015
Transfers to Level 3
(Losses)/gains recognised in profit or loss
Additions and subsequent expenditure on investment property
450,948
2,461
(9,143)
(2,657)
206,218
647,827
231,028
(1,332)
6,207
7,741
243,644
681,976
2,461
(10,475)
3,550
213,959
891,471
31 December 2014
Transfers to Level 3
Gains/(losses) recognised in profit or loss
Additions and subsequent expenditure on investment property
283,555
3,962
85,157
(861)
43,442
35,693
450,948
(5,766)
(2,968)
239,762
231,028
283,555
3,962
85,157
(6,627)
40,474
275,455
681,976
There were no changes in valuation techniques during the year.
The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or
change in circumstances that caused the transfer.
Annual Report 2015
105
Valuation techniques and inputs used in Level 3 fair value measurement
The following table presents the valuation techniques and key inputs that were used to determine the fair value of
investment properties categorised under Level 3 of the fair value hierarchy:
106
Country
Description
Singapore
Commercial
dormitories
Fair value at
31 December
2015
($’000)
Valuation
technique
574,215
Discounted
(2014: 385,674) cash flow
approach
Range of
Unobservable unobservable
inputs(a)
inputs
Relationship of
unobservable
inputs to
fair value
Discount rate
7.5% - 30%
(2014: 7.5% 30%)
The higher the
discount rate,
the lower the
valuation
Rental rate
per room per
month
$2,760 - $7,040
(2014: $3,300 $6,800)
The higher the
rental rate per
room per month,
the higher the
valuation
Estimated
costs to
completion
$21.0 million
(2014: $36.3
million)
The higher the
estimated costs
to completion,
the lower the
valuation
Income
capitalisation
approach
Capitalisation 6.5% - 27%
rate
(2014: 6.5% 27%)
The higher the
capitalisation
rate, the lower
the valuation
Indonesia
Land
955 (2014:
904)
Sales
comparison
approach
Market value
per square
metre
$130 - $135
per square
metre
(2014: $120 $130 per square
metre)
The higher the
market price per
square metre,
the higher the
valuation
People’s
Republic
of China
Industrial
property
4,106 (2014:
4,072)
Sales
comparison
approach
Market value
per square
metre
$390 - $400 per
square metre
(2014:
$390 - $400 per
square metre)
The higher the
market price per
square metre,
the higher the
valuation
Valuation techniques and inputs used in Level 3 fair values measurements (continued)
Country
Description
Fair value at
31 December
2015
($’000)
Malaysia
Commercial
dormitories
67,431 (2014:
57,706)
Valuation
technique
Land
1,120 (2014:
2,592)
United
Kingdom
Student
170,946 (2014:
accommodation 159,682)
Relationship of
unobservable
inputs to
fair value
Discount
rate
7% - 9% (2014:
8% - 8.5%)
The higher the
discount rate, the
lower the valuation
Rental rate
per room per
month
$480 - $2,200
(2014: $490 $2,300)
The higher the
rental rate per
room per month,
the higher the
valuation
Market price
per square
metre
$130 - $150 per
square metre
(2014: $160 $200 per square
metre)
The higher the
market price per
square metre, the
higher the valuation
Depreciated
replacement
costs
$1.1 million to
$10.7 million
(2014: $1.2
million to $8.5
million)
The higher the
depreciated
replacement costs,
the higher the
valuation
Sales
comparison
approach
Market price
per square
metre
$250 - $260 per
square metre
(2014: $580 $590 per square
metre)
The higher the
market price per
square metre,
the higher the
valuation
Investment
approach
Applied yield
rate
6.75% - 8.00%
(2014: 6.75% 7.25%)
The higher the
yield rate, the lower
the valuation
Rental rate
per room
per week
$185 - $440 per
week (2014:
$185 - $330 per
week)
The higher the
rental rate per room
per week,
the higher the
valuation
Discounted
cash flow
approach
Cost
approach
Australia
Range of
unobservable
inputs
(probabilityUnobservable weighted
average)
inputs(a)
Annual Report 2015
107
Valuation techniques and inputs used in Level 3 fair values measurements (continued)
Fair value at
31 December
2015
($’000)
Country
Description
Australia
Student
72,698 (2014:
accommodation 71,346)
Valuation
technique
Discounted
cash flow
approach
Range of
unobservable
inputs
(probabilityUnobservable weighted
average)
inputs(a)
Relationship of
unobservable
inputs to
fair value
Discount rate
10.75% (2014:
10.75%)
The higher the
discount rate, the
lower the valuation
Rental rate
per room
per week
$285 - $445 per
week (2014:
$325 per week)
The higher the
rental rate per
room per week, the
higher the valuation
(a) There were no significant inter-relationships between unobservable inputs.
Valuation processes of the Group
The Group engages external, independent and qualified valuers to determine the fair value of the Group’s investment
properties at the end of every financial year based on the properties highest and best use. As at 31 December 2015,
the fair values of the properties have been determined by Suntec Real Estate Consultants Pte Ltd, C H Williams
Talhar & Wong Sdn Bhd, Knight Frank Malaysia Sdn. Bhd, Jones Lang LaSelle Advisory Services Pty Ltd, KJPP Billy
Anthony Lie & Rekan, Shanghai Cairul Real Estate Land Appraisal Co., Ltd, GVA Grimley Ltd and Latrobe Holdings
Pty Ltd Trading as LMW Hegney.
At each financial year, the investment and finance department of the Group together with the Group Chief
Executive Officer:
108
•
verifies all major inputs to the independent valuation report;
•
assesses property valuation movements when compared to the prior year valuation reports;
•
holds discussions with the independent valuers and;
•
analyses the reasons for the fair value movements.
Valuation processes of the Group (continued)
Changes in Level 2 and 3 fair values are analysed at each reporting date.
Discounted cash flow approach involves the discounting of future net income flows at an appropriate required rate
of return applicable to that class of property to obtain the net present value. The net income is derived by deducting
from the gross income, outgoings such as operating expenses and property tax, and after making allowances for
vacancies.
Income capitalisation and investment approach involves capitalising the net income at an appropriate capitalisation
rate to arrive at the fair value. The net income is derived by deducting gross rentals and other income, outgoings such
as operating expenses and property tax, and after making allowances for vacancies.
Cost approach involves separately determine the values of the land and building and a summation of these values
is taken to be the fair value of the property. The value of the land is arrived at by the comparison approach in which
it takes reference to transactions of similar lands in the surrounding with adjustments made for any differences. The
buildings are valued by reference to their depreciated replacement cost. It is determined by taking current replacement
cost of the building as new and allowing for depreciation for obsolescence.
Sales comparison approach involves using the values of sale prices of comparable properties and comparing it
directly to the subject property. Allowances are made for difference in the properties including land size, improvements
and location. The most significant input into this valuation approach is selling price per metre.
The estimated costs to completion for investment property under construction are estimated by management using the
budgets developed internally by the Group based on management’s experience and knowledge of market conditions.
Annual Report 2015
109
22. Property, plant and equipment
Plant,
Renovation,
Leasehold
machinery furniture
land and
Leasehold
and
and
Motor
building improvements equipment
fittings
vehicles
$’000
$’000
$’000
$’000
$’000
Office
equipment
and
computers
Capital
work-inprogress
Total
$’000
$’000
$’000
Group
2015
Cost
Beginning of financial
year
differences
Additions
Disposals
Reclassification
Transfer from capital
work-in-progress
Transfer to current
asset held for sale
Accumulated
depreciation
year
differences
Disposals
Depreciation charge
(Note 5)
Reclassification
Transfer to current
asset held for sale
1,827
(57)
-
110
-
5,849
3,685
563
662
(225)
531
(172)
-
(189)
2,105
(169)
111
(6)
23
(96)
-
(21)
410
(3)
(111)
461
289
-
1,479
1,770
1,479
147
-
810
(14)
-
-
(107)
(131)
(1,212)
5,232
2,899
-
-
5
(2,234)
(2)
5,830
484
942
665
1,557
288
52
-
(100)
(69)
(6)
(85)
(14)
-
-
12,586
(498)
5,968
(440)
(1,214)
16,402
2,854
(241)
(285)
131
-
58
-
905
-
845
14
67
-
285
(14)
-
2,291
-
264
58
(633)
844
(1)
2,246
264
309
-
(634)
3,985
-
-
1
71
20
-
3,347
-
-
(59)
-
(2)
-
-
(61)
-
-
(35)
(6)
(1)
(8)
-
7
-
(35)
(8)
-
-
-
(535)
2,620
-
61
27
-
(535)
2,708
1,506
1,421
3,584
159
606
665
Accumulated
impairment
year
differences
Reversal of impairment
for the year (Note 7)
Disposals
Reclassification
Transfer to current
asset held for sale
Net book value
-
3,255
1,768
9,709
22. Property, plant and equipment (CONTINUED)
Plant,
Renovation,
Leasehold
machinery furniture
land and
Leasehold
and
and
building improvements equipment
fittings
$’000
$’000
$’000
$’000
Motor
vehicles
Office
equipment
and
computers
Capital
work-inprogress
Total
$’000
$’000
$’000
$’000
Group
2014
Cost
year
differences
Additions
Disposals
Reclassification
Transfer from capital
work-in-progress
Acquisition of subsidiary
Accumulated
depreciation
year
differences
Disposals
Depreciation charge
- Continuing operations
(Note 5)
- Discontinued
operations
Reclassification
1,848
(12)
(9)
-
-
5,154
(225)
666
(389)
566
3,282
542
323
311
(97)
1,147
(293)
(566)
(7)
72
(44)
-
(43)
477
(161)
-
15
(326)
-
11,460
(384)
2,377
(896)
-
1,827
-
77
5,849
212
3,685
563
37
29
662
29
12,586
56
-
132
1,077
265
81
-
(46)
-
-
(231)
(204)
(73)
(7)
(10)
(39)
(43)
(144)
-
137
-
945
644
62
140
-
1,928
147
-
2
166
810
11
(95)
1,557
10
288
13
5
52
-
26
86
2,854
1,611
(403)
(394)
Accumulated
impairment
year
differences
Disposals
Reclassification
-
-
3,455
293
81
1
-
3,830
-
-
41
(176)
(65)
3,255
(12)
(280)
1
2
(2)
(10)
71
30
(11)
20
-
31
(428)
(86)
3,347
Net book value
1,680
-
1,784
204
590
-
6,385
2,127
Annual Report 2015
111
22. Property, plant and equipment (Continued)
Plant,
machinery
and
equipment
$’000
Renovation,
furniture
and
fittings
$’000
Motor
vehicles
$’000
Office
equipment
and
computers
$’000
Total
$’000
Company
2015
Cost
Additions
Disposals
6
6
871
8
879
894
(74)
820
604
72
676
2,375
80
(74)
2,381
Accumulated depreciation
Depreciation charge
Disposals
6
6
850
7
857
788
33
(74)
747
466
72
538
2,110
112
(74)
2,148
Net book value
-
22
73
138
233
Motor
vehicles
$’000
Office
equipment
and
computers
$’000
Total
$’000
Plant,
machinery
and
equipment
$’000
112
Renovation,
furniture
and
fittings
$’000
2014
Cost
Additions
Disposals
6
6
863
8
871
822
72
894
517
125
(38)
604
2,208
205
(38)
2,375
Accumulated depreciation
Depreciation charge
Disposals
6
6
845
5
850
768
20
788
470
31
(35)
466
2,089
56
(35)
2,110
Net book value
-
21
106
138
265
22. Property, plant and equipment (Continued)
(a) At the balance sheet date, the net book value of property, plant and equipment of the Group under finance lease
agreements amounted to $16,100 (2014: $nil) (Note 25(c)).
(b) The leasehold land and building of the Group comprise:
Location
Tenure
Use of property
Indonesia
MM 2100 Industrial Town
Jl. Bali Blok HI-1 Cibitung
Bekasi 17520
20 years lease from 30 September 2004,
Industrial factory building
with an option to extend for a further 20 years
23. Intangible assets
Group
2014
$’000
2015
$’000
Composition:
Goodwill arising on consolidation (Note (a))
Favourable lease agreement (Note (b))
207
11,527
11,734
207
6,588
6,795
(a) Goodwill arising on consolidation
Group
2015
$’000
2014
$’000
Cost
Beginning and end of financial year
13,238
13,238
Accumulated impairment
13,031
13,031
207
207
Net book value
Annual Report 2015
113
23. Intangible assets (continued)
(a) Goodwill arising on consolidation (continued)
Impairment tests for goodwill
Goodwill is allocated to the Group’s cash-generating units (“CGUs”) identified according to the individual entity
and business segment.
A summary of the goodwill allocation and key assumptions used for value-in-use calculations are as follows:
Cash-generating unit (“CGU”)
Dormitory accommodation
Westlite Dormitory (Tebrau) Sdn Bhd
2015
$’000
2014
$’000
207
207
Growth rate
2015
2014
4%
Discount rate
2015
2014
4%
8.0%
8.5%
The recoverable amount of a CGU was determined based on value-in-use calculations. Cash flow projections
used in the value-in-use calculations were based on financial budgets approved by management covering a tenyear period. Cash flows beyond the five-year period were extrapolated using the estimated growth rate stated
above which is based on management’s expectations of the market development. The discount rates applied to
the cash flow projections were pre-tax and reflected a reasonable risk premium at the date of the assessment
of the CGU.
(b) Favourable lease agreement
Group
2015
$’000
2014
$’000
Cost
25,521
25,521
Accumulated amortisation
Amortisation charge
13,994
4,939
18,933
9,055
4,939
13,994
6,588
11,527
Net book value
(c) Amortisation expense included in the consolidated income statement is analysed as follows:
Group
Cost of sales (Note 5)
114
2015
$’000
2014
$’000
4,939
4,939
24. Trade and other payables
Group
Trade payables to:
- non-related parties
- associated companies
Non-trade payables to:
- associated companies
- subsidiaries
Advanced rental
Deferred income
Deposits received
Accruals for operating expenses
Accrued construction costs payable
Other payables
Total trade and other payables
Company
2015
2014
$’000
$’000
2015
$’000
2014
$’000
2,027
49
2,076
2,880
2,880
114
114
312
312
751
-
-
600
953
5,337
67
12,765
8,366
23,869
1,242
54,473
4,375
40
11,709
10,828
8,729
671
39,232
1
3,121
454
4,290
3,555
196
5,016
Non-trade payables to subsidiaries are unsecured, interest free and repayable on demand.
Annual Report 2015
115
25.Borrowings
Group
Current
Bank borrowings (Note (a))
Loan from an associated company
Finance lease liabilities
(Note (c) and Note 26)
Notes payables (Note (b))
Less: Transaction costs
Insert payable
Non-current
Bank borrowings (Note (a))
Finance lease liabilities
(Note (c) and Note 26)
Other long term advance from
non-controlling interests
Loan from an associated company
Notes payables (Note (b))
Less: Transaction costs
Total borrowings
Company
2015
2014
$’000
$’000
2015
$’000
2014
$’000
30,805
3,445
23,379
-
6
100,000
(384)
99,616
2,877
136,749
1,313
24,692
413,440
304,836
-
-
10
-
-
-
56,855
65,000
(461)
64,539
534,844
4,120
100,000
(875)
99,125
408,081
671,593
432,773
100,000
(384)
99,616
2,877
102,493
65,000
(461)
64,539
64,539
167,032
1,313
1,313
100,000
(875)
99,125
99,125
100,438
The exposure of the borrowings of the Group to interest rate changes and the contractual repricing dates at the
balance sheet date are as follows:
Group
- not later than one year
- between one to five years
- after five years
2015
$’000
2014
$’000
136,749
272,398
262,446
671,593
24,692
237,557
170,524
432,773
Company
2015
2014
$’000
$’000
102,493
64,539
167,032
1,313
99,125
100,438
The other long term advance from non-controlling interests is interest-free and unsecured with no fixed terms of
repayment and is not expected to be repaid within the next twelve months.
116
25. Borrowings (continued)
(a) Bank borrowings
The interest on the bank borrowings are calculated based on their floating rates. The carrying amounts of the
non-current borrowings approximated their fair values.
Total borrowings include secured liabilities of $444,245,000 (2014: $328,215,000) for the Group. These
borrowings are secured over certain bank deposits (Note 13) and certain investment properties (Note 21).
(b) Notes payables
In 2014, the Company has updated its $300 million Multicurrency Medium Term Note (“MTN”) programme
established on 6 September 2013 and increased the maximum aggregate principal amount of notes that may be
issued under the MTN from $300 million to $500 million with effect from 29 October 2014.
In 2015, the Company issued notes amounting to $65 million. The notes bear a fixed rate of 5.25% per annum
payable semi-annually in arrear and have a tenure of 3 years.
The Group is in a net current liability position of $52.7 million as at 31 December 2015. The Group’s net current
liability position mainly arises from the reclassification of notes payable of S$99.1 million from non-current liability
to current liability as the amount is due for repayment on October 2016.
At the date of this audit report, the available credit facilities of $75 million would have adequately allowed the
Group to repay its debt as and when they fall due.
As at 31 December 2015, we noted the Group is in compliance with all relevant financial covenants and the
borrowings have been classified and presented appropriately based on the agreed terms.
(c) Finance lease liabilities
The finance lease liabilities are secured on certain property, plant and equipment purchased under finance
leases of the Group (Note 22(a)). The Group’s weighted average effective interest rate of finance lease liabilities
at the balance sheet date is 2.8% (2014: nil%) per annum. The carrying amounts of the finance lease liabilities
approximated their fair values.
(d) Loan from an associated company
The interest on the loan from an associated company is calculated based on the floating rates. The carrying
amounts of the non-current borrowings approximated their fair values.
Annual Report 2015
117
25. Borrowings (continued)
(e) Fair value of current and non-current borrowings
Group
2015
$’000
2014
$’000
Company
2015
2014
$’000
$’000
Notes payables
164,949
106,070
164,949
106,070
The fair values are within Level 2 of the fair value hierarchy. The fair values of the notes payables are based on
indicative mid market prices obtained from the bank.
26. Finance lease liabilities
Group
2015
$’000
Minimum lease payments due:
- Not later than one year
- Between one and five years
Less: Future finance charges
Present value of finance lease liabilities
2014
$’000
6
11
(1)
16
-
6
-
10
-
The present value of finance lease liabilities are analysed as follows:
Not later than one year (Note 25)
Later than one year (Note 25)
- Between one and five years
Total
118
16
-
27. Other liabilities
Group
2014
$’000
2015
$’000
Current
Provision for post-employment benefits (Note(b))
Non-current
Provision for long service leave (Note (a))
Provision for post-employment benefits (Note(b))
Provision for reinstatement costs
Accrued rental expenses
Others
113
-
33
149
531
20
733
37
239
276
(a) The movement in provision for long service leave during the financial year is as follows:
Group
Provision (reversed)/made
Paid during the financial year
2015
$’000
2014
$’000
37
(2)
(2)
33
281
5
11
(260)
37
(b) The movement in provision for post-employment benefits which is an unfunded defined post-employment benefit
plan during the financial year is as follows:
Group
Provision made/(reversed) (Note 9)
Paid during the financial year
2015
$’000
2014
$’000
239
(8)
198
(316)
113
365
9
(75)
(60)
239
Provision for post-employment benefits on an unfunded defined benefit plan is estimated based on the applicable
labor law and regulation following the cessation of the Group’s Indonesian optical disc manufacturing operations.
(c) Carrying amounts and fair values
At the balance sheet date, the carrying amounts of the other non-current liabilities approximated their fair values.
Annual Report 2015
119
28. Deferred income taxes
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income
tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The amounts, determined after appropriate offsetting, are shown on the balance sheets as follows:
Group
Deferred income tax liabilities:
- to be settled within one year
- to be settled after more than one year
Deferred income tax asset:
- to be recovered after more than one year
2015
$’000
2014
$’000
894
1,488
2,382
859
2,269
3,128
(60)
(19)
Company
2015
2014
$’000
$’000
1
26
27
6
20
26
-
-
Movement in the deferred income tax account is as follows:
Group
(Credited)/charged to profit or loss
(Note 10(a))
Company
2015
2014
$’000
$’000
2015
$’000
2014
$’000
3,068
(120)
3,013
(23)
26
-
25
-
(585)
2,363
78
3,068
1
27
1
26
Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent that
realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised tax
losses of $12,960,000 (2014: $8,737,000) and capital allowances of $374,000 (2014: $456,000) at the balance sheet
date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory
requirements by those companies with unrecognised tax losses and capital allowances in their respective countries of
incorporation. The tax losses and capital allowances have no expiry date.
120
28. Deferred income taxes (continued)
The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax
jurisdiction) is as follows:
Group
Accelerated Amortisation
of intangible
tax
asset
depreciation
$’000
$’000
Fair value
gain-net
$’000
Others
$’000
Total
$’000
2015
Charged/(credited) to profit or loss
582
(17)
106
671
1,992
(840)
1,152
831
(114)
122
839
(152)
(8)
(160)
3,253
(131)
(620)
2,502
2014
532
(26)
76
582
2,832
(840)
1,992
831
831
(129)
(23)
(152)
3,235
(26)
44
3,253
Provisions
$’000
2015
Charged to profit and loss
(185)
11
35
(139)
2014
Charged to profit and loss
(222)
3
34
(185)
Annual Report 2015
121
28. Deferred income taxes (continued)
Company
Accelerated
tax
depreciation
$’000
2015
Charged to profit or loss
26
1
27
2014
10
16
26
Others
$’000
Total
$’000
-
26
1
27
15
(15)
-
25
1
26
29. Share capital and treasury shares
Group and Company
No. of ordinary shares
Issued
Treasury
share capital
shares
’000
’000
2015
Treasury shares purchased
warrants exercised
2014
warrants exercised
756,872
Group
Company
Amount
Treasury
Share
Treasury
shares
capital
shares
$’000
$’000
$’000
Share
capital
$’000
-
-
(5,071)
1
756,873
(5,071)
89,836
-
-
(2,107)
1
89,837
(2,017)
201,147
-
-
(2,107)
1
201,148
(2,107)
756,061
-
89,431
-
200,742
-
811
756,872
-
405
89,836
-
405
201,147
-
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
On 1 August 2011, the Company completed the acquisition of Westlite Dormitory (Toh Guan) Pte Ltd (then known as
Centurion Dormitory (Westlite) Pte Ltd) (“Transaction”). The acquisition was accounted for as a reverse acquisition in
accordance with FRS103 Business Combinations. Consequently, the Group’s share capital amount differs from that
of the Company. More information on the Transaction and the accounting can be found in the Company’s published
financial statements for the financial year ended 31 December 2011.
122
29. Share capital and treasury shares (continued)
On 28 October 2013, the Company issued 75,605,231 warrants pursuant to the issue of Bonus Warrants on the basis
of one warrant for every ten existing ordinary shares in the capital of the Company held by entitled shareholders.
Each warrant carries the right to subscribe for one new ordinary share in the capital of the Company at an exercise
price of S$0.50 for each ordinary share. Each warrant may be exercised at any time during the period of four years
commencing on and including the date of issue of the warrants and expiring on the fourth anniversary of the date
of issue of the warrants. The net proceeds of $406,249 (2014: $405,699) in relation to the issuance of new shares
pursuant to warrants exercised, have not been utilised to date.
(a) Treasury shares
The Company acquired 5,071,000 (2014: nil) shares in the Company in the open market during the financial
year. The total amount paid to acquire the shares was $2,107,000 (2014: $nil) and this was presented as a
component within shareholders’ equity.
30. Other reserves
Group
2015
$’000
(a) Composition
Fair value reserve
Currency translation reserve
Capital reserve
(b) Movements
(i) Fair value reserve
Fair value losses on available-for-sale financial
assets (Note 17)
Reclassification to profit or loss (Note 7)
34
(19,465)
17,095
(2,336)
2014
$’000
152
(10,484)
17,095
6,763
Company
2015
2014
$’000
$’000
184
184
302
302
152
206
302
509
(118)
34
(207)
153
152
(118)
184
(207)
302
Group
(ii) Currency translation reserve
Net exchange differences on translation of financial statements of foreign
subsidiaries and associated companies
(iii) Capital reserve
2015
$’000
2014
$’000
(10,484)
(4,967)
(8,981)
(19,465)
(5,517)
(10,484)
17,095
17,095
Annual Report 2015
123
30. Other reserves (continued)
In 2011, the consolidated financial statements of the Group represent the continuation of Westlite Dormitory
(Toh Guan) Pte. Ltd. (“Westlite”) accounts, which included a shareholder loan accounted for as “Other liabilities”
in Westlite’s accounts for the year ended 31 December 2010. The novation of the loan from Westlite’s former
shareholder to Westlite’s new shareholder (Centurion Corporation Limited) means that the loan is effectively settled in
the consolidated financial statements of the Group, recognised under “capital reserve” of the Group.
Other reserves are non-distributable.
31. Retained profits
(a) Retained profits of the Group are distributable except for the amount of $2,107,000 (2014: $nil) utilised to
purchase treasury shares.
(b) Movement in retained profits for the Company is as follows:
Company
2015
2014
$’000
$’000
Net profit
Dividends paid (Note 32)
16,916
6,639
(11,353)
12,202
9,863
15,378
(8,325)
16,916
32.Dividends
Group
Ordinary dividends paid
Interim exempt dividend paid in respect of current
financial year of 0.5 cent (2014: 0.5 cent) per share
Final exempt dividend paid in respect of the previous
financial year of 1.0 cent (2014: 0.6 cent) per share
2015
$’000
2014
$’000
Company
2015
2014
$’000
$’000
3,784
3,784
3,784
3,784
7,569
11,353
4,541
8,325
7,569
11,353
4,541
8,325
At the Annual General Meeting on 29 April 2016, a final dividend of 1.0 cent (2014: 1.0 cent) per share amounting to a
total of $7,518,000 (2014: $7,569,000) will be recommended. These financial statements do not reflect this dividend,
which will be accounted for in shareholders’ equity as an appropriation of retained profits in the financial year ending
31 December 2016.
124
33.Commitments
(a) Capital commitments
Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements,
excluding those relating to investments in joint ventures (Note 19) and investments in associated companies
(Note 18), are as follows:
Group
2015
$’000
2014
$’000
35
41,073
136
137,598
(b) Operating lease commitments – where the Group is a lessee
The Group leases various buildings under non-cancellable operating lease agreements. The leases have varying
terms and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases contracted for at the
reporting date but not recognised as liabilities, are as follows:
Group
Not later than one year
Between one and five years
Later than five years
2015
$’000
2014
$’000
6,778
19,103
42,543
68,424
3,124
3,689
6,813
Company
2015
2014
$’000
$’000
909
909
1,039
909
1,948
(c) Operating lease income commitments – where the Group is a lessor
Operating lease income commitments are mainly for the investment properties of the Group. The lease rental
income terms are negotiated for an average term of 12 months.
The future minimum lease receivables under non-cancellable operating leases contracted for at the balance
sheet date but not recognised as receivables, are as follows:
Group
Not later than one year
Between one and five years
2015
$’000
2014
$’000
66,469
9,910
76,379
54,933
4,739
59,672
Company
2015
2014
$’000
$’000
455
455
648
565
1,213
Annual Report 2015
125
33. Commitments (CONTINUED)
(d) Corporate guarantees
The Group has provided corporate guarantees in favour of financial institutions in respect of facilities granted
to associated companies and a joint venture amounting to $86,981,000 (2014: $47,386,000). At 31 December
2015, the amount of the guaranteed loans drawn down by associated companies and a joint venture amounted
to $83,090,000 (2014: $46,401,000).
The Company has provided corporate guarantees in favour of financial institutions in respect of facilities granted
to subsidiaries, associated companies and joint venture amounting to $511,268,000 (2014: $455,317,000). At
31 December 2015, the amount of the guaranteed loans drawn down by the subsidiaries, associated companies
and joint venture amounted to $478,083,000 (2014: $367,793,000).
(e) Continuing financial support
The Company has provided an undertaking to provide continuing financial support to certain subsidiaries, to
enable the subsidiaries to meet their obligations as and when they fall due.
126
34. Financial risk management
Financial risk factors
The Group’s activities expose it to market risk (including currency risk, interest rate risk and price risk), credit risk and
liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the unpredictability
of financial markets on the Group’s financial performance.
Financial risk management is carried out by management in accordance with the policies approved by the Board
of Directors. Management identifies, evaluates and hedges financial risks in close co-operation with the Group’s
operating units.
(a) Market risk
(i)
Currency risk
The Group operates in Singapore, Malaysia, Indonesia, Australia and the United Kingdom.
Currency risk arises within the entities in the Group when transactions are denominated in foreign currencies
such as Singapore Dollar (“SGD”), United States Dollar (“USD”), Malaysian Ringgit (“MYR”), Australian
Dollar (“AUD”) and Great Britain Pound (“GBP”). In addition, the Group is exposed to currency translation
risk on the net assets in foreign operations. Exposures to foreign currency risks are managed as far as
possible by natural hedges and monitoring to ensure the exposure is minimised.
The Group’s currency exposure based on the information provided to management is as follows:
2015
Financial assets
Other financial assets
Inter-company balances
Financial liabilities
Borrowings
Net financial (liabilities)/assets
Less: Net financial assets
denominated in the respective
entities’ functional currencies
Currency risk exposures
SGD
$’000
USD
$’000
MYR
$’000
AUD
$’000
GBP
$’000
Other
$’000
Total
$’000
112,044
2,196
2,145
743
53,927
171,055
1,575
202
915
2,692
6,529
1,449
2,127
21,226
31,331
8,355
1,073
9,306
18,734
9,484
311
273
29,460
39,528
448
233
81
2,534
3,296
138,435
2,196
5,413
3,224
117,368
266,636
(44,193) (1,398)
(557,501)
(53,927)
(915)
(655,621) (2,313)
(1,800)
(728)
(1,056)
(25,526) (20,558) (67,845)
(21,226)
(9,306) (29,460)
(48,552) (30,592) (98,361)
(484,566)
379
(17,221)
484,239
(327)
379
17,221
-
(11,858) (58,833)
14,124
2,266
60,783
1,950
(740)
(49,915)
(163) (671,593)
(2,534) (117,368)
(3,437) (838,876)
(141)
606
465
Annual Report 2015
127
34. Financial risk management (continued)
(a) Market risk (continued)
(i)
Currency risk (continued)
2014
Financial assets
Borrowings
Less: Net financial assets/
(liabilities) denominated in the
respective entities’ functional
currencies
128
SGD
$’000
USD
$’000
MYR
$’000
AUD
$’000
GBP
$’000
Other
$’000
Total
$’000
41,985
2,314
2,054
11,586
49,496
107,435
1,651
420
467
2,538
3,463
1,355
678
5,496
9,037
627
10,115
19,779
6,604
202
272
7,474
14,552
404
939
259
2,570
4,172
63,144
2,314
5,597
12,795
70,122
153,972
(26,207) (2,463)
(326,572)
(49,496)
(467)
(402,275) (2,930)
(2,989)
(1,164)
(16,202) (19,436)
- (10,115)
(19,191) (30,715)
(1,186)
(70,153)
(7,474)
(78,813)
(294,840)
(392)
(13,695) (10,936)
(64,261)
347
292,487
(2,353)
(392)
70,304
6,043
(13)
334
13,695
-
13,931
2,995
(845)
(34,854)
(410) (432,773)
(2,570)
(70,122)
(3,825) (537,749)
(i)
The Company’s currency exposure based on the information provided to management is as follows:
2015
Financial assets
Borrowings
Less: Net financial
assets denominated in the entity’s
functional currency
2014
Financial assets
Borrowings
Less: Net financial assets
denominated in the entity’s
functional currency
SGD
$’000
USD
$’000
AUD
$’000
GBP
$’000
Other
$’000
Total
$’000
83,199
2,196
12,084
354
97,833
186
309
495
2,062
2,062
1,625
3
1,628
3
3
87,075
2,196
12,396
354
102,021
(4,290)
(167,032)
(171,322)
-
-
-
-
(4,290)
(167,032)
(171,322)
(73,489)
495
2,062
1,628
3
73,489
-
495
2,062
1,628
3
SGD
$’000
USD
$’000
AUD
$’000
GBP
$’000
Total
$’000
19,208
2,314
7,323
402
29,247
8
610
618
682
10
692
1,782
1
1,783
21,680
2,314
7,944
402
32,340
(5,016)
(100,438)
(105,454)
-
-
-
(76,207)
618
692
1,783
76,207
-
618
692
1,783
(5,016)
(100,438)
(105,454)
Annual Report 2015
129
(i)
If the USD, AUD and GBP change against SGD by 5% (2014: 3%) with all other variables including tax rate
being held constant, the effects arising from the net financial liability/asset position would be as follows:
Increase/(Decrease)
2014
2015
Profit after
tax
$’000
Group
USD against SGD
- strengthened
- weakened
AUD against SGD
- strengthened
- weakened
GBP against SGD
- strengthened
- weakened
Other
comprehensive
income
$’000
16
(16)
-
Profit after
tax
$’000
Other
comprehensive
income
$’000
(10)
10
-
94
(94)
3,917
(3,917)
75
(75)
1,690
(1,690)
81
(81)
470
(470)
150
(150)
188
(188)
Increase/(Decrease)
2014
2015
Profit after
tax
$’000
Company
USD against SGD
- strengthened
- weakened
AUD against SGD
- strengthened
- weakened
GBP against SGD
- strengthened
- weakened
130
Other
comprehensive
income
$’000
Profit after
tax
$’000
Other
comprehensive
income
$’000
21
(21)
-
15
(15)
-
86
(86)
-
17
(17)
-
68
(68)
-
44
(44)
-
(ii) Price risk
The Group is exposed to debt securities price risk arising from the investments held by the Group and
classified on the consolidated balance sheet as available-for-sale. These securities are listed in Singapore.
If prices for debt securities listed in Singapore change by 4% (2014: 3%) with all other variables including
tax rate being held constant, the effects on other comprehensive income will be:
Increase/(Decrease)
2015
2014
Other
Other
comprehensive
comprehensive
income
income
$’000
$’000
Group/Company
Listed in Singapore
- increased by
- decreased by
96
(96)
60
(60)
(iii) Cash flow and fair value interest rate risks
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value
of a financial instrument will fluctuate due to changes in market interest rates. The Group’s income is
substantially independent of changes in market interest rates.
The Company has no significant exposure to cash flow interest rate risks. The Group’s exposure to cash
flow interest rate risks arise mainly from non-current variable rate borrowings.
If the interest rates have increased/decreased by 0.4% (2014: 0.6%) with all other variables including tax rate
being held constant, the profit after tax would have been lower/higher by $1,675,000 (2014: $1,635,000).
Annual Report 2015
131
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate
credit history, where appropriate to mitigate credit risk. For other financial assets, the Group adopts the policy of
dealing only with high credit quality counterparties.
Credit exposure to an individual counterparty is restricted by credit limit that are approved by management based
on ongoing credit evaluation. The counterparty’s payment profile and credit exposure are continuously monitored
at the entity level by the respective management and at the Group level. The Group and Company have no major
concentration of credit risk. The Company has no material third party debtors. The top five debtors of the Group
represented 30% (2014: 35%) of trade receivables in 2015.
As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class
of financial instruments is the carrying amount of that class of financial instruments presented on the balance
sheet, except as follows:
Group
Corporate guarantees provided to banks on
subsidiaries’, associated companies’ and joint
venture’s loans
2015
$’000
2014
$’000
83,090
46,401
Company
2015
2014
$’000
$’000
478,083
367,793
The Group’s major classes of financial assets are bank and other deposits and trade and other receivables.
The Company’s major classes of financial assets are bank deposits, trade and other receivables and loans to
subsidiaries and associates.
The Group’s credit risk for trade receivables based on the information provided to key management is as follows:
Group
2015
$’000
By geographical areas
Singapore
Malaysia
Australia
United Kingdom
Others
1,452
816
93
272
322
2,955
2014
$’000
1,827
941
142
125
851
3,886
Financial assets that are neither past due nor impaired
Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings
assigned by international credit-rating agencies. Trade and other receivables from third parties and related
corporations that are neither past due nor impaired are substantially companies with a good collection track
record with the Group and Company.
132
(b) Credit risk (continued)
Financial assets that are past due and/or impaired
There is no other class of financial assets that is past due and/or impaired except for trade receivables.
The age analysis of trade receivables past due but not impaired are as follows:
Group
Past due < 3 months
Past due 3 to 6 months
2015
$’000
2014
$’000
1,244
133
1,377
1,912
207
2,119
The carrying amount of trade receivables individually determined to be impaired and the movement in the related
allowance for impairment are as follows:
Group
2015
$’000
2014
$’000
Gross amount
976
(976)
-
1,180
(1,180)
-
Currency translation difference
Allowance made
Allowance utilised
1,180
(21)
97
(280)
976
999
47
204
(424)
354
1,180
The impaired trade receivables arise mainly from sales to customers who have financial difficulties and significant
delays in payments.
(c) Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and the availability of funding through
an adequate amount of committed credit facilities. At the balance sheet date, assets held by the Group and the
Company for managing liquidity risk included cash and short-term deposits as disclosed in Note 13.
Management monitors rolling forecasts of the liquidity reserve (comprises cash and bank deposits (Note 13))
of the Group and the Company on the basis of expected cash flow. This is generally carried out at local level in
the operating companies of the Group in accordance with the practice set by the Group. In addition, the Group’s
liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid
assets necessary to meet these, monitoring liquidity ratios and maintaining debt financing plans.
Annual Report 2015
133
(c) Liquidity risk (continued)
The table below analyses the maturity profile of the Group’s and Company’s financial liabilities (including
derivative financial liabilities) based on contractual undiscounted cash flows.
Less than
1 year
$’000
Between 1
and 2 years
$’000
Between 2
and 5 years
$’000
Over
5 years
$’000
49,069
154,262
248
104,432
251
206,991
234
305,986
83,090
-
-
-
34,817
37,651
141,399
124,097
37
186,605
46,401
-
-
-
Less than
1 year
$’000
Between 1
and 2 years
$’000
Between 2
and 5 years
$’000
Company
2015
Borrowings
Financial guarantee contracts (Note 33(d))
4,290
108,663
478,083
3,413
-
68,270
-
2014
Borrowings
Financial guarantee contracts (Note 33(d))
5,016
6,563
367,793
103,938
-
-
Group
2015
Borrowings
Financial guarantee contracts
(Note 33(d))
2014
Borrowings
Financial guarantee contracts
(Note 33(d))
(d) Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve
optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders,
issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.
Management monitors capital based on a net gearing ratio. The net gearing ratio is calculated as net debt divided
by total capital. Net debt is calculated as borrowings less cash and bank balances. Total capital is calculated as
borrowings plus net assets of the Group.
134
(d) Capital risk (continued)
The net gearing ratios are computed as follows:
Group
2014
$’000
2015
$’000
Net debt
Total capital
Net gearing ratio
Company
2015
2014
$’000
$’000
533,158
1,074,489
369,629
824,333
79,957
378,459
78,758
318,803
50%
45%
21%
25%
The Group and the Company is in compliance with all externally imposed capital requirements for the financial
years ended 31 December 2014 and 2015.
(e)
Fair value measurements
Level 1
$’000
2,196
2,314
The fair value of financial instruments traded in active markets (such as trading and available-for-sale securities)
is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets
held by the Group and Company is the current bid price. These instruments are included in Level 1.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate
their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the
future contractual cash flows at the current market interest rate that is available to the Group for similar financial
instruments. The fair value of current borrowings approximated their carrying amount.
(f) Financial instruments by category
The carrying amount of the different categories of financial instruments is as disclosed on the face of the balance
sheet and in Note 17 to the financial statements, except for the following:
Group
Financial liabilities at amortised cost
2015
$’000
2014
$’000
147,072
721,395
81,536
467,627
Company
2015
2014
$’000
$’000
99,825
171,322
30,026
105,454
Annual Report 2015
135
35. Related party transactions
In addition to information disclosed elsewhere in the financial statements, the following transactions took place
between the Group and related parties at terms agreed between the parties:
(a) Sales and purchases of goods and services
Group
Sales to associated companies
Services provided to immediate holding corporation
Services provided to associated companies/joint ventures
Purchases from associated companies
Purchases from a company which a director has an interest
Interest charged by associated company
2015
$’000
2014
$’000
10
738
155
749
6
2
647
5
-
Outstanding balances at 31 December 2015 and 31 December 2014 arising from sales and purchases of goods
are set out in Notes 14 and 24.
(b) Key management personnel compensation
The key management personnel compensation is as follows:
Group
Wages and salaries
Employer’s contribution to defined contribution plans, including Central Provident
Fund
2015
$’000
2014
$’000
3,875
3,533
107
3,982
82
3,615
Included in above, total compensation to directors of the Company amounted to $348,000 (2014: $1,890,000).
The following information relates to remuneration of directors of the Company during the financial year:
Company
2015
2014
Number of directors of the Company in remuneration bands:
Above $499,999
$250,000 to $499,999
Below $250,000
136
5
5
2
1
3
6
36. Segment information
Management has determined the operating segments based on the reports reviewed by the Senior Management
that are used to make strategic decisions. The Senior Management comprises the Group Chief Executive Officer, the
Group Chief Financial Officer, and the Chief Executive Officer of each business/geographic segment.
The Senior Management manages and monitors the business in three business segments which is the manufacture
and sale of optical discs and related data storage products (“Optical”), provision of dormitory accommodation and
services for workers (“Workers accommodation”) and provision of accommodation and services for students (“Student
accommodation”).
The segment information provided to the Senior Management for the reportable segments for the year ended 31
December 2015 is as follows:
Optical
$’000
Year ended 31 December 2015:
Sales:
Total segment sales
Inter-segment sales
Sales to external parties
Segment results
Finance expense
Interest income
Dividend income
Fair value (losses)/gains on investment
properties
Share of profit of associated companies
Profit before tax
5,828
(762)
5,066
Workers
Student
accommodation accommodation
$’000
$’000
Total for
continuing
operations
$’000
72,098
72,098
27,374
27,374
105,300
(762)
104,538
561
(16)
36,393
(8,634)
10,730
(7,290)
47,684
(15,940)
37
(2,657)
5,949
6,207
-
3,550
5,986
42,248
857
111
Income tax expense
(8,269)
Net profit
33,979
Segment assets
Tax recoverable
Consolidated total assets
8,989
669,834
259,916*
938,739
117,149
2,196
444
19
83,097
1,141,464
Segment liabilities
Borrowings
Consolidated total liabilities
2,303
164
45,183
461,484
7,833
209,945
55,319
671,593
9,454
2,382
738,748
1
363
-
209,322
1,607
4,939
10,604
321
-
219,927
2,291
4,939
Other segment items:
Capital expenditure
Depreciation
Amortisation
Annual Report 2015
137
36. Segment information (continued)
The segment information provided to the Senior Management for the reportable segments for the year ended
31 December 2014 is as follows:
Workers
Student
accommodation accommodation
$’000
$’000
Optical
$’000
Year ended 31 December 2014:
Sales:
Total segment sales
Inter-segment sales
Sales to external parties
Segment results
Finance expense
Interest income
Dividend income
Fair value gains/(losses) on investment
properties
Share of profit of associated companies/
joint ventures
Profit before tax
8,538
(555)
7,983
61,909
61,909
14,551
14,551
84,998
(555)
84,443
33,766
(4,046)
6,287
(4,839)
40,508
(8,889)
352
111
-
43,276
(2,968)
40,308
48
45,284
455
(4)
-
Income tax expense
Segment liabilities
Borrowings
Consolidated total liabilities
Other segment items:
Capital expenditure
Depreciation
Amortisation
111,219
17,939
488,576
244,822*
751,337
34,227
2,314
307
60
1,371
84,417
874,033
5,438
409
26,615
230,071
6,682
202,293
38,735
432,773
7,064
3,128
481,700
9
433
-
36,659
1,403
4,939
240,787
92
-
280,455
1,928
4,939
* Cash at bank held by Summit Technology Australia Pty Ltd and its subsidiary, Summit Printing (Australia) Pty Ltd is included within
the segment assets of student accommodation as the amount has been earmarked for capital expenditure purpose for the student
accommodation segment.
138
45,332
117,722
(6,503)
Net profit
Segment assets
Tax recoverable
Investments in joint ventures
Consolidated total assets
Total for
continuing
operations
$’000
36. Segment information (continued)
Segment assets consist primarily of property, plant and equipment, investment property, intangible assets, inventories,
receivables, other current assets and operating cash, and exclude deferred tax assets, investments in associated
companies and joint ventures, available-for-sale financial assets and short-term bank deposits. Segment liabilities
comprise operating liabilities and exclude items such as tax liabilities and bank borrowings. Capital expenditure
comprises additions to property, plant and equipment and investment properties.
Geographical information
The Group’s three business segments operate in four main geographical areas:
•
Singapore – the Company is headquartered and has operations in Singapore. The operations in this area are
principally the manufacture and sale of optical discs, provision of dormitory accommodation and provision of
student accommodation;
•
Australia – the operations in this area are principally the provision of student accommodation and property
investments. The operations in the manufacture and sale of optical discs were discontinued in the previous
financial year (Note 11);
•
Malaysia – the operations in this area are principally the provision of dormitory accommodation;
•
United Kingdom – the operations in this area are principally the provision of student accommodation;
•
Other countries – the operations include manufacture and sale of optical disc and property investments.
Sales for
continuing operations
2015
2014
$’000
$’000
Singapore
Australia
Malaysia
United Kingdom
Other countries
68,118
7,731
7,620
19,321
1,748
104,538
61,250
8,108
5,749
6,443
2,893
84,443
Non-current assets
2015
2014
$’000
$’000
Singapore
Australia
Malaysia
United Kingdom
Other countries
670,744
74,264
70,036
171,928
6,580
993,552
487,826
74,375
62,386
160,181
6,819
791,587
Annual Report 2015
139
37. Immediate and ultimate holding corporation
The Company’s immediate holding corporation is Centurion Properties Pte Ltd, incorporated in Singapore. The
ultimate holding corporation is Centurion Global Ltd, incorporated in the British Virgin Islands.
38. New or revised accounting standards and interpretations
Below are the mandatory standards, amendments and interpretations to existing standards that have been published,
and are relevant for the Group’s accounting periods beginning on or after 1 January 2016 or later periods and which
the Group has not early adopted:
•
FRS 115 Revenue from contracts with customers (effective for annual periods beginning on or after 1 January
2018)
This is the converged standard on revenue recognition. It replaces FRS 11 Construction contracts, FRS 18
Revenue, and related interpretations. Revenue is recognised when a customer obtains control of a good or
service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the
good or service. The core principle of FRS 115 is that an entity recognises revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core
principle by applying the following steps:
- - - - -
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
FRS 115 also includes a cohesive set of disclosure requirements that will result in an entity providing users
of financial statements with comprehensive information about the nature, amount, timing and uncertainty of
revenue and cash flows arising from the entity’s contracts with customers.
This amendment is not expected to have any significant impact on the financial statements of the Group.
39. Acquisitions of student accommodations
Student accommodation in Australia
On 13 December 2013, the Group entered into a Contract of Sale Property with Siruya Pty Ltd (in its capacity as
trustee for the GPO Melbourne Trust) and Transfield (OMH) Pty Ltd (together known as, the “Vendor”) for the following
acquisitions:
(i) the student accommodation facility (the “Property”) located at 5-17 Flemington Road, North Melbourne; and
(ii) its adjoining car park building (the “Car Park Building”).
The transaction was completed on 10 February 2014.
140
39. Acquisitions of student accommodations (continued)
Student accommodation in Australia (continued)
The acquisition is in line with the Group’s business strategy to expand its scope of business to include student
accommodation business and enable the Group to embark on new business opportunities in the new markets. The
acquisition will further expand the Group’s regional presence and foray into the Australia market.
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash flows of the
Group, at the acquisition date, are as follows:
$’000
(a) Purchase consideration
Cash paid
Total purchase consideration
68,292
68,292
(b) Effect on cash flows of the Group
Cash paid (as above)
Cash outflow on acquisition
68,292
68,292
At fair value
$’000
(c)
Identifiable assets acquired and liabilities assumed
Total identifiable net assets
68,292
68,292
(d) Acquisition-related costs
Acquisition-related costs of $186,000 were incurred in connection with the above acquisition.
(e) Revenue and profit contribution
The acquired student accommodation in Australia contributed revenue of $8,108,000 and net profit of $2,562,000
which includes fair value loss of $179,000 to the Group from the period from 10 February 2014 to 31 December
2014.
Had the student accommodation in Australia been acquired from 1 January 2014, consolidated revenue and
consolidated profit for the year ended 31 December 2014 would have been $84,643,000 and $111,419,000
respectively.
Annual Report 2015
141
Student accommodation in the United Kingdom
On 15 July 2014, the Group entered into sale and purchase agreements with various parties for the following
acquisitions:
(i) Manchester Student Village (“MSV”), a freehold property located at Lower Chatham Street, Manchester, M1
5SX, United Kingdom;
(ii) Manchester Student Village South (“MSVS”), a freehold property located at 357A Great Western Street,
Manchester, M14 4AH, UK;
(iii) The Grafton (“Grafton”), a freehold property located at 60 Grafton Street, Manchester, M13 9NU, UK; and
(iv) Cathedral Campus (“CC”), a long leasehold interest property located at 1 Dean Patey Court, Cathedral Gate, Off
Upper Duke Street, Liverpool, L1 7BT, United Kingdom.
The transaction was completed on 2 September 2014.
The acquisition is in line with the Group’s business strategy to expand its student accommodation business and to
embark on opportunities in new markets. The acquisition will enable the Group to expand its presence into a key
education and growing student market in Europe.
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash flows of the
Group, at the acquisition date, are as follows:
$’000
(a) Purchase consideration
Cash paid
Total purchase consideration
161,238
161,238
(b) Effect on cash flows of the Group
Cash paid (as above)
Cash outflow on acquisition
161,238
161,238
At fair value
$’000
(c)
Identifiable assets acquired and liabilities assumed
Total identifiable net assets
142
161,238
161,238
Student accommodation in the United Kingdom (continued)
(d) Acquisition-related costs
Acquisition-related costs of $2,861,000 were incurred in connection with the above acquisition.
(e) Revenue and profit contribution
The acquired student accommodation in the United Kingdom contributed revenue of $6,443,000 and net loss of
$1,244,000 which includes fair value loss of $2,789,000 to the Group from the period from 2 September 2014 to
31 December 2014.
Had the student accommodation in the United Kingdom been acquired from 1 January 2014, consolidated
revenue and consolidated profit for the year ended 31 December 2014 would have been $96,107,000 and
$115,747,000 respectively.
40. Authorisation of financial statements
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of
Centurion Corporation Limited on 22 March 2016.
Annual Report 2015
143
Statistics Of Shareholdings
As at 16 March 2016
Class of shares
Issued and fully paid-up capital (including Treasury Shares)
Issued and fully paid-up capital (excluding Treasury Shares)
Number of shares issued (including Treasury Shares)
Number of shares issued (excluding Treasury Shares)
Number/Percentage of Treasury Shares
Voting rights (excluding Treasury Shares)
:
:
:
:
:
:
:
Ordinary Shares
S$156,569,511.68
S$153,245,323.11
756,873,338
748,556,938
8,316,400 (1.11%)
One vote per share
DISTRIBUTION OF SHAREHOLDINGS
Size of Shareholding
1
100
1,001
10,001
1,000,001
–
–
–
–
99
1,000
10,000
1,000,000
and above
Number of
Shareholders
%
Number of Shares
%
78
802
2,624
1,544
26
5,074
1.54
15.81
51.71
30.43
0.51
100.00
3,979
339,651
12,755,447
85,623,883
649,833,978
748,556,938
0.00
0.05
1.70
11.44
86.81
100.00
Number of Shares
%
TWENTY LARGEST SHAREHOLDERS
No. Name of Shareholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
144
DB Nominees (S) Pte Ltd
UOB Kay Hian Pte Ltd
DBS Nominees Pte Ltd
United Overseas Bank Nominees Pte Ltd
Lian Beng Group Ltd
Citibank Nominees Singapore Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
Bank of Singapore Nominees Pte Ltd
Raffles Nominees (Pte) Ltd
OCBC Securities Private Ltd
Maybank Kim Eng Securities Pte Ltd
OCBC Nominees Singapore Pte Ltd
Lee Kerk Chong
Yuan Xiaomin
Hong Leong Finance Nominees Pte Ltd
Lee Joh Ern
Tan Boon Keng Kennedy
DBS Vickers Securities (S) Pte Ltd
Lee Kwi Thai
Phillip Securities Pte Ltd
Total
284,671,900
142,625,918
97,129,881
31,042,941
19,000,000
10,786,475
10,480,100
8,757,075
6,672,250
5,566,792
4,896,612
3,798,220
3,466,271
3,204,300
2,187,800
2,118,750
2,000,000
1,737,224
1,594,000
1,509,536
643,246,045
38.03
19.05
12.98
4.15
2.54
1.44
1.40
1.17
0.89
0.74
0.66
0.51
0.46
0.43
0.29
0.28
0.27
0.23
0.21
0.20
85.93
Statistics Of Shareholdings
As at 16 March 2016
(As recorded in the Register of Substantial Shareholders)
SHAREHOLDING OF THE SUBSTANTIAL SHAREHOLDERS
Centurion Properties Pte Ltd(2)
Centurion Global Ltd(3)
Loh Kim Kang David(4)
Han Seng Juan(5)
Thinkpac Limited(6)
Teo Peng Kwang(7)
Lian Beng Group Ltd(8)
Ong Sek Chong & Sons Pte Ltd(9)
Direct Interest
No. of Shares
%(1)
Deemed Interest
No. of Shares
%(1)
353,869,206 47.333
9,713,500 1.299
3,072,000 0.411
45,000,000 6.019
56,357,664 7.538
19,000,000 2.541
-
45,000,000 6.019
398,869,206 53.352
398,869,206 53.352
406,094,206 54.319
19,000,000 2.541
38,000,000 5.083
Total Interest
No. of Shares
%(1)
398,869,206
398,869,206
408,582,706
409,166,206
45,000,000
56,357,664
38,000,000
38,000,000
53.352
53.352
54.651
54.730
6.019
7.538
5.083
5.083
Notes:
(1) Based on 747,614,938 issued ordinary shares (excluding treasury shares) as at 16 March 2016.
(2) 78,869,206 shares of Centurion Properties Pte Ltd (“Centurion Properties”) are registered in the name of UOB Kay Hian Credit
Private Limited and 275,000,000 shares are registered in the name of DB Nominees (S) Pte Ltd. Centurion Properties is deemed to
be interested in 45,000,000 shares held by Thinkpac Limited (“Thinkpac”), its wholly-owned subsidiary.
(3) Thinkpac is a wholly-owned subsidiary of Centurion Properties which is in turn a wholly-owned subsidiary of Centurion Global Ltd
(“Centurion Global”). Centurion Global is, therefore, deemed to be interested in 353,869,206 shares held by Centurion Properties
and 45,000,000 shares held by Thinkpac.
(4) Loh Kim Kang David (“Mr Loh”) holds a 50% shareholding interest in Centurion Global. Mr Loh is, therefore, deemed to be interested
in 353,869,206 shares held by Centurion Properties and 45,000,000 shares held by Thinkpac. 6,000,000 shares of Mr Loh are
registered in the name of UOB Kay Hian Private Limited and 3,000,000 shares of Mr Loh are registered in the name of Raffles
Nominees (Pte) Ltd.
(5) Han Seng Juan (“Mr Han”) holds a 50% shareholding interest in Centurion Global. Mr Han is, therefore, deemed to be interested in
353,869,206 shares held by Centurion Properties and 45,000,000 shares held by Thinkpac. Mr Han also has a deemed interest in
7,225,000 shares held by his spouse, Kang Lee Cheng Susanna. 3,072,000 shares of Mr Han are registered in the name of Citibank
Nominees Singapore Pte Ltd.
(6) 35,000,000 shares of Thinkpac are registered in the name of UOB Kay Hian Private Limited and 10,000,000 shares of Thinkpac are
registered in the name of UOB Kay Hian Credit Private Limited.
(7) 56,045,164 shares of Teo Peng Kwang (“Mr Teo”) are registered in the name of DBS Nominees Pte Ltd, 87,500 shares of Mr Teo
are registered in the name of United Overseas Bank Nominees Pte Ltd and 225,000 shares of Mr Teo are registered in the name of
DBS Vickers Securities (S) Pte Ltd.
(8) 19,000,000 shares of Lian Beng Group Ltd (“Lian Beng”) are registered in the name of DBS Nominees Pte Ltd.
(9) Ong Sek Chong & Sons Pte Ltd is a controlling shareholder holding 26.46% shareholding interest in Lian Beng and is, therefore,
deemed to be interested in 38,000,000 shares held by Lian Beng.
PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS
30.479% of the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723
of the Listing Manual of the SGX-ST.
Annual Report 2015
145
Statistics Of Warrantholdings
As at 16 March 2016
DISTRIBUTION OF warrantHOLDINGS
Size of Warrantholding
1
100
1,001
10,001
1,000,001
–
–
–
–
99
1,000
10,000
1,000,000
and above
Number of
Warrantholders
%
Number of
Warrants
%
827
2,250
647
87
7
3,818
21.66
58.93
16.95
2.28
0.18
100.00
29,957
919,247
1,771,669
8,195,412
63,876,449
74,792,734
0.04
1.23
2.37
10.96
85.40
100.00
Number of Warrants
%
42,386,920
7,805,499
6,468,455
2,572,098
1,971,350
1,625,500
1,046,627
835,637
668,457
655,083
593,275
489,399
335,400
300,000
284,237
226,875
219,500
205,000
194,800
188,200
69,072,312
56.67
10.44
8.65
3.44
2.64
2.17
1.40
1.12
0.89
0.88
0.79
0.65
0.45
0.40
0.38
0.30
0.29
0.27
0.26
0.25
92.34
TWENTY LARGEST WarrantHOLDERS
No. Name of Warrantholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
146
Centurion Properties Pte Ltd
DBS Nominees Pte Ltd
UOB Kay Hian Pte Ltd
United Overseas Bank Nominees Pte Ltd
Loh Kim Kang David
DB Nominees (S) Pte Ltd
Lee Kerk Chong
Bank of Singapore Nominees Pte Ltd
OCBC Securities Private Ltd
Maybank Kim Eng Securities Pte Ltd
Raffles Nominees (Pte) Ltd
Citibank Nominees Singapore Pte Ltd
Yuan Xiaomin
Tng Choon Mui
OCBC Nominees Singapore Pte Ltd
Lee Joh Ern
Tan Bee Tin
Lian Kah Geok
Chua Buan Ling Alicia
Cheng Wa Sing
Total
Notice Of Annual General Meeting
(Incorporated in the Republic of Singapore)
(Co. Reg. No.: 198401088W)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of CENTURION CORPORATION LIMITED (the “Company”)
will be held at Ballroom 1, Level 3, Singapore Marriott Tang Plaza Hotel, 320 Orchard Road, Singapore 238865 on 29 April
2016 (Friday) at 10.00 am for the following purposes:
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors’ Statement and the Audited Financial Statements for the financial year ended 31
December 2015 together with the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a second and final one-tier tax exempt dividend of 1.0 Singapore cent per ordinary share for the financial
year ended 31 December 2015 (FY2014: special interim dividend of 0.5 Singapore cent and final dividend of 1.0
Singapore cent per ordinary share). (Resolution 2)
3(i). To re-elect Mr Gn Hiang Meng, a Director retiring by rotation pursuant to Article 89 of the Company’s Articles of
Association.
[See Explanatory Note (i)]
(Resolution 3)
(ii). To re-elect the following Directors retiring pursuant to Article 88 of the Company’s Articles of Association:
Mr Han Seng Juan
Mr Loh Kim Kang David
4.
To approve the payment of Directors’ fees of S$360,782 for the financial year ended 31 December 2015 (FY2014:
S$257,000).
(Resolution 6)
5.
To re-appoint PricewaterhouseCoopers LLP as the Company’s Auditors and to authorise the Directors to fix their
remuneration.
(Resolution 7)
6.
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
(Resolution 4)
(Resolution 5)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7.
Share Issue Mandate
That pursuant to Section 161 of the Companies Act, Chapter 50 (the “Companies Act”) and Rule 806 of the Listing
Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors of the Company be authorised
and empowered to:
A. (i)
issue shares in the capital of the Company whether by way of rights, bonus or otherwise, and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares
to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants,
debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of
the Company may in their absolute discretion deem fit; and
Annual Report 2015
147
(Co. Reg. No.: 198401088W)
AS SPECIAL BUSINESS (Continued)
7.
Share Issue Mandate (Continued)
B. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in
pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in
force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in
pursuance of the Instruments, made or granted pursuant to this Resolution) shall not exceed fifty percent
(50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company, of
which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the
Company shall not exceed twenty percent (20%) of the total number of issued shares (excluding treasury
shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining
the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of
issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital
of the Company at the time of the passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of any convertible securities;
(b) new shares arising from exercising share options or vesting of share awards which are outstanding or
subsisting at the time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the
Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the
SGX-ST) and the Articles of Association of the Company; and
(4) unless revoked or varied by the Company in general meeting, such authority shall continue in force until
the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (ii)]
(Resolution 8)
148
(Co. Reg. No.: 198401088W)
AS SPECIAL BUSINESS (Continued)
8.
Renewal of Share Purchase Mandate
That:
(a) for the purposes of the Companies Act, the exercise by the Directors of the Company of all the powers to
purchase or otherwise acquire issued shares in the capital of the Company from time to time of up to ten
percent (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
ascertained as at the date of this Annual General Meeting of the Company) at the price of up to but not exceeding
the Maximum Price (as defined in the Summary Sheet to this Notice of Annual General Meeting (the “Summary
Sheet”)), whether by way of:
(i)
market purchases on the SGX-ST; and/or
(ii) off-market purchases (if effected otherwise than on the SGX-ST) in accordance with any equal access
schemes as may be determined or formulated by the Directors of the Company as they consider fit, which
schemes shall satisfy all conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations, including but not limited to the provisions of
the Companies Act and listing rules of the SGX-ST, as may for the time being be applicable, be and is hereby
authorised and approved generally and unconditionally (the “Share Purchase Mandate”);
(b) unless revoked or varied by the Company in general meeting, the authority conferred on the Directors of the
Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the Company at any
time and from time to time during the period commencing from the passing of this Resolution and expiring on the
earlier of:
(i)
the date on which the next Annual General Meeting of the Company is held; or
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; or
(iii) the date on which the purchases or acquisitions of shares by the Company have been carried out to the full
extent mandated; and
(c) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts
and things (including executing such documents as may be required) as they and/or any of them may consider
expedient or necessary to give effect to the transactions contemplated by this Resolution.
[See Explanatory Note (iii)]
(Resolution 9)
By Order of the Board
Hazel Chia Luang Chew
Company Secretary
Singapore,13 April 2016
Annual Report 2015
149
(Co. Reg. No.: 198401088W)
Explanatory Notes:
(i)
Ordinary Resolution 3(i) is to re-elect Mr Gn Hiang Meng as a Director of the Company. Mr Gn Hiang Meng will,
upon re-election, remain as Chairman of the Audit and Nominating Committees and a member of the Remuneration
Committee. He is considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST. Mr
Gn Hiang Meng is also the Lead Independent Director.
(ii) Ordinary Resolution 8 is to empower the Directors of the Company from the date of the above meeting until the date of
the next Annual General Meeting to issue shares and/or to make or grant Instruments (such as warrants or debentures)
convertible into shares, and to issue shares in pursuance of such Instruments, up to a number not exceeding fifty
percent (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which
the aggregate number of shares to be issued other than on a pro rata basis to shareholders shall not exceed twenty
percent (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company.
For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares
shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the
time this Resolution is passed, after adjusting for:
(1) new shares arising from the conversion or exercise of any convertible securities;
(2) new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting
at the time of the passing of this Resolution; and
(3) any subsequent bonus issue, consolidation or subdivision of shares.
(iii) Ordinary Resolution 9 is to empower the Directors from the date of the above meeting until the date of the next Annual
General Meeting to purchase issued ordinary shares of the Company by way of market purchases or off-market
purchases of up to ten percent (10%) of the total number of issued shares (excluding treasury shares) in the capital of
the Company at the Maximum Price in accordance with the terms and conditions set out in the Summary Sheet, the
Companies Act and the Listing Manual of the SGX-ST. Please refer to the Summary Sheet for details.
*
Information on the Directors who are proposed to be re-appointed can be found under “Board of Directors” section in this Annual
Report.
Notes:
1. (a) A member of the Company (“Member”) entitled to attend and vote at the Annual General Meeting is entitled to
appoint not more than two (2) proxies to attend and vote in his/her stead.
(b) A Relevant Intermediary* may appoint more than two (2) proxies but each proxy must be appointed to exercise
the rights attached to a different share or shares held by him/her.
* “Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act.
2. A proxy need not be a Member.
3. If the appointor is a corporation, the instrument appointing a proxy or proxies must be executed under seal or the hand
of its duly authorised officer or attorney.
150
(Co. Reg. No.: 198401088W)
4. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 45 Ubi
Road 1, #05-01, Singapore 408696 not less than forty-eight (48) hours before the time appointed for holding the Annual
General Meeting.
Personal Data Privacy
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual
General Meeting and/or any adjournment thereof, or by attending the Annual General Meeting, a Member (i) consents
to the collection, use and disclosure of the Member’s personal data by the Company (or its agents) for the purpose
of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the
Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance
lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in
order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines
(collectively, the “Purposes”), (ii) warrants that where the Member discloses the personal data of the Member’s proxy(ies)
and/or representative(s) to the Company (or its agents), the Member has obtained the prior consent of such proxy(ies)
and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of
such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Member will indemnify the Company in
respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Member’s breach of warranty.
In addition, by attending the Annual General Meeting and/or any adjournment thereof, a Member consents to the collection,
use and disclosure of the Member’s personal data by the Company (or its agents) for any of the Purposes.
Annual Report 2015
151
This page is intentionally left blank.
Proxy Form
IMPORTANT:
1. Relevant intermediaries (as defined in Section 181 of the Companies
Act, Cap. 50) may appoint more than two (2) proxies to attend and vote
at the Annual General Meeting.
2. For CPF investors who have used their CPF monies to buy ordinary
shares in the capital of Centurion Corporation Limited, this Annual
Report is forwarded to them at the request of their CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
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.
4. CPF investors who wish to attend and vote at the Annual General
Meeting should contact their respective CPF Approved Nominees
within the specified timeframe.
(Please see notes overleaf before completing this Form)
(Co. Reg. No.: 198401088W)
*I/We, ___________________________________ (Name) ____________________ (NRIC/Passport/Registration No.)
of
__________________________________________________________________________________ (Address)
being a member/members of CENTURION 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 *him/her, 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 Ballroom 1, Level 3, Singapore Marriott Tang Plaza Hotel, 320 Orchard Road,
Singapore 238865 on 29 April 2016 (Friday) at 10.00 am and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote
for or against the resolutions to be 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/their discretion, as he/they will on any other matter arising at the Meeting and at any
adjournment thereof.
(Voting will be conducted by poll. If you wish to vote all your shares “For” or “Against” the relevant resolution, please tick () within the
relevant box provided below. Alternatively, if you wish to vote some of your shares “For” and some of your shares “Against” the relevant
resolution, please indicate the number of shares in the relevant boxes provided below.)
No.
Resolutions relating to:
1
2
Directors’ Statement and Audited Financial Statements for the financial year ended 31
December 2015
Payment of proposed second and final dividend
4
Re-election of Mr Han Seng Juan as a Director
3
5
6
7
8
9
Number of
Votes For
Number of
Votes Against
Re-election of Mr Gn Hiang Meng as a Director
Re-election of Mr Loh Kim Kang David as a Director
Approval of Directors’ fees
Re-appointment of PricewaterhouseCoopers LLP as Auditors
Share Issue Mandate
Renewal of Share Purchase Mandate
*Delete where inapplicable
Dated this
day of
2016
Total number of Shares in:
(a) CDP Register
(b) Register of Members
No. of Shares
Signature of Shareholder(s)/
and, Common Seal of Corporate Shareholder
Annual Report 2015
153
Second fold along this line
Affix
Postage
Stamp
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, Cap.
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 (1) or two (2) 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 (2) 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 and vote at the Meeting is entitled to appoint more than two (2) proxies to attend and vote instead of such 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 (2) proxies, the appointments shall be invalid unless
the member specifies the number and class 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 or proxies 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 45 Ubi Road 1, #05-01, Singapore 408696 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/her 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, Cap. 50.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable
from the instructions of the appointor specified 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 Meeting, as certified by The Central Depository (Pte) Limited to the Company.
PERSONAL
DATA PRIVACY:
154
Shaping
Our Community
By submitting an instrument appointing a proxy(ies) and/or representative(s), the member(s) accept(s) and agree(s) to the personal data privacy terms set out in the Notice of Annual General Meeting.
Glue here. Do not staple.
Glue here. Do not staple.
Co. Reg. No: 198401088W
45 Ubi Road 1, #05-01,
Singapore 408696
Annual Report 2015
155

NotesTo The Financial Statements - Centurion

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