Reaching New Heights - Wing Tai Holdings Limited

Transcription

wing tai summary fa 23 sep 9/23/06 2:53 PM Page 3
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Reaching
New Heights
Wing Tai
Holdings Limited
Summary Report
06
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Outfit & accessories: Topshop
Sculpture: Guardian Figure by Gregory Scott Johns
Location: Draycott 8
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Reaching
New Heights
Wing Tai
Holdings Limited
Summary Report
06
Reaching New Heights
This financial year, Wing Tai Holdings Limited achieved the highest revenue in the Group’s
history with an astounding 216% increase from the previous year. Positive market
sentiments and a confident management outlook are poised to fuel the Group’s advancement
in all sectors. From property investments, development and management of upscale
projects to expansive plans in its fashion & lifestyle retail sector, the Group is set to reach even
greater heights of achievement in the years ahead.
COVER
Photography by Wee Khim
Model Catherine Charest by Mannequin Studio
Clothes & accessories by Topshop
Styling by Johnny Khoo
Make-up by Cindy Goh
Hair by Dexter Ng
Location at Draycott 8
CONTENTS
02 06
10 20 24
REDEFINING
LUXURY & STYLE
Operations Review – PROPERTY
PRIME TIME
CHAIRMAN’S
MESSAGE
Operations Review –
HOSPITALITY
DELIVERING TOP
SERVICE
Operations Review – APPAREL
DRESSED FOR SUCCESS
30 34 35
40 41
Calendar of Events
OH, WHAT A HIT & HIP YEAR!
Corporate
Data
Key
Management Staff
Board of
Directors
Corporate
Governance
INSIDE
(Facing page, pages 2-5, 12 & 13)
Photography by Wee Khim
Models Catherine Charest and Ricky Anderson by Mannequin Studio
Styling by Johnny Khoo
Make-up by Cindy Goh
Hair by Dexter Ng
Design & Art Direction by Raindance
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Redefining
Luxury
A brand name synonymous with premier developments
in Singapore and the region, WingTai Asia’s impressive
portfolio includes the iconic Draycott 8 and The Light
at Cairnhill in Singapore’s prime districts, The Meritz in
Kuala Lumpur, The Waterfront in Hong Kong and The
Lakeview in Suzhou, China. More than a purveyor of
posh properties, WingTai Asia is upping the ante for
what it means to live in the lap of luxury.
Luxe Redux
On Her: Faux fur trench coat by Karen Millen.
On Him: Smart black dress shirt and grey flannel
pants from Topman.
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Redefining
Style
The WingTai Asia brand has always been in vogue
since its beginnings as a garment manufacturer over 5
decades ago. As a major fashion retailer in Asia today,
its portfolio of fashion labels includes some of the most
du jour names in fashion. From the couture glam of
Karen Millen and MAXSTUDIO.COM to hot-off-thecatwalk trends of Topshop, Topman and Miss Selfridge
to the street culture chic of Fox Fashion and the
urban flair of G2000 and U2. Quality finish, value pricing
and trend-leading designs puts Wing Tai Retail a cut
above the rest.
Uber Cool
On Her: Sensuous low-back satin cocktail dress
by Topshop.
On Him: Casual shirt, grey cotton sweater and skinny
denims by Topman.
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Chairman’s
Message
The Singapore economy has grown strongly by 9.4% in
the first half of 2006 and is forecast to achieve a growth
of 6.5% to 7.5% for the whole year. The URA residential
property price index has risen for nine consecutive quarters
with an increase of 3.3% in the first half of 2006. The
Singapore property market sentiment has been positive
and the demand, particularly for high-end prime residential
projects, has remained strong.
I am pleased to report that for the financial year ended
30 June 2006, the Group’s revenue has hit a historic
high of S$889.3 million, representing a 216% increase
over the previous year. The higher contribution from
the development properties as more property units
were sold is the main reason for this increase.
Revenue was recognised from the units sold in
Draycott 8 and The Light at Cairnhill as well as the
percentage completion of Kovan Melody. This
resulted in the Group’s operating profit increasing
from S$17.0 million in the previous year to S$102.1
million in the current year. The Group’s net profit
attributable to shareholders for the current year
increased from S$24.4 million to S$128.0 million.
This is an increase of 424%. Apart from the better
performance of the Group, the year also saw higher
contributions from the associated companies in
Hong Kong.
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The Group’s net gearing ratio has been reduced to
0.7 times as at 30 June 2006 from 1.0 time as at 30
June 2005. This has been brought about by the
proceeds from the sale of Park Mall and the cash
generated from the sale of residential property units
in the current year.
The Group’s net asset value per ordinary share
increased to S$1.60 as at 30 June 2006 from S$1.42
as at 30 June 2005. This increase is mainly attributable
to the substantially higher net profit achieved by the
Group in the current year. The return on shareholders’
equity has also increased significantly to 11.1% from
2.4% in the previous year.
As a result of the improved performance, the Board
of Directors has recommended a first and final dividend
of three cents per ordinary share less tax plus a
special dividend of three cents per ordinary share
less tax for the current year. The total net dividend
amount to S$34.5 million.
During the year in review, the Group sold 855 homes
with a total sales value of more than S$1.3 billion.
The Group officially launched two residential projects
in Singapore, namely VisionCrest Residences and
The Nexus. VisionCrest Residences has 265 units
and is strategically located near to the Dhoby Ghuat
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Chairman’s Message
“I am pleased to report that for the
financial year ended 30 June 2006, the
Group’s revenue has hit a historic high of
S$889.3m,
representing a
216%
increase
over the previous year.”
MRT Interchange Station. It is seen as an attractive
property investment opportunity for locals and
foreigners alike. The Nexus, which has a total of 242
units, is located minutes away from the cosmopolitan
hub of Orchard Road and Holland Village. Both
projects have received very good response.
will have a total gross floor area of approximately
0.8 million square feet. Together with the Group’s
interests in The Floridian and the Tanah Merah site,
the Group has residential development portfolio in
Singapore with a combined gross floor area of
approximately 1.2 million square feet.
The Group has also released for sale two new
luxury residential properties in Singapore –
Draycott 8 and The Grange. Draycott 8 is attractively
located on an elevated site along Draycott Drive
with just a few minutes’ walk from Orchard Road.
This 136-unit development registered strong
interests among savvy home buyers and investors
and has currently achieved around 60% sales.
The Group will continue to benefit from the positive
sentiment in Singapore and is looking to market three
new residential projects, namely Phoenix Mansion,
Kallang Road riverside and Belle Vue sites in the
coming financial year.
The Grange is an exclusive 95-unit condominium
located along Grange Road, which is close to the
excitement of bustling shopping and entertainment
belt of Orchard Road and yet a world apart in a quiet
enclave of tranquility. This project has also enjoyed
great success with 92 units already snapped up by
home buyers and investors.
Since July 2005, the Group has acquired four freehold
residential development sites in Singapore – Phoenix
Mansion, Belle Vue, Newton Meadows and Kallang
Road riverside site. These four development sites
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In line with the strategy to develop and expand its
core business activities in the region, the Group
acquired additional shares in DNP Holdings in the
current year and raising its stake in the company to
51%. Accordingly, DNP Holdings has become a
subsidiary company of the Group.
In Kuala Lumpur, The Meritz, a 31-storey luxury
condominium development by DNP Holdings
was well received by home buyers and investors. It
is conveniently located directly opposite the Kuala
Lumpur City Centre Twin Towers and is within walking
distance to the LRT station. To-date, more than 50%
of this development, which consist of 110 units of
2 and 3-bedroom apartments, has been sold.
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DNP Holdings has another freehold residential
site in Kuala Lumpur – The Bukit Ceylon. This
project is situated in the serene Jalan Ceylon
residential area and will be developed into an
exclusive 420-unit condominium. Apart from
Kuala Lumpur, DNP Holdings has more than
4 million square feet on gross floor area of
residential land banks in Penang.
On the investment property segment, the Group’s
portfolio of investment properties is currently
spread over Singapore, Malaysia and China.
These properties have continued to perform well
as higher occupancies were achieved across all
the investment properties in the current year. The
Group’s three Lanson Place serviced apartments
in Singapore and Malaysia have also performed
strongly in the current year with average occupancy
rates of about 90%.
The Group’s apparel and lifestyle retailing business
has been expanding rapidly and since 1999 to
date, this division has achieved a growth of 247% in
revenue to S$163 million. The Group currently has
17 brands in Singapore and Malaysia and is operating
a total of 133 outlets, of which 108 units are located
in Singapore.
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Going forward, the Group will embark on a Pan-Asian
drive to increase its overseas earnings. We will focus
and build on the two core property and apparel and
lifestyle businesses to generate profitable and
sustainable growth for all the shareholders. The
Group will also develop and leverage on the brand
name of Wing Tai Asia, which is synonymous with
premier developments, quality products and
attention to detail services.
Finally, I would like to express my heartfelt thanks
to our shareholders, customers, bankers and
business associates for their continued support and
my warm gratitude to our Directors and staff for their
commitment and dedication throughout the year.
Cheng Wai Keung
Chairman
18 September 2006
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PRIME
TIME
BUOYED BY BRISK DEMAND FOR UPSCALE
RESIDENTIAL DEVELOPMENTS IN SINGAPORE, IN
PARTICULAR THE STELLAR SALES OF DRAYCOTT 8,
THE GRANGE AND THE LIGHT AT CAIRNHILL, OUR
PROPERTY BUSINESS RAKED IN THE LION’S SHARE
OF THE EARNINGS WITH TOTAL SALES OF MORE
THAN S$1 BILLION FOR THE FINANCIAL YEAR.
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A multi million-dollar view overlooking
Singapore's prime Orchard Road area
from the prized perch of Wing Tai’s
Draycott 8 residential development.
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Fashionably Suited for
Draycott 8 Sky Suites
On Her: Tailored satin dress shirt and
sleek pencil skirt by Karen Millen.
On Him: Sharp mod dress shirt and
suit by Topman.
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PROPERTY – Singapore
The improved performance of the Singapore
private residential market during the year
in review was led by sales of luxury homes.
During this period, the Group sold 855
homes with a total sales value of more than
S$1.3 billion. The surge in demand for highend properties was driven mainly by foreign
buyers and high net worth individuals who were
undeterred by rising home loan rates. The
Group capitalised on this trend by officially
launching VisionCrest Residences and The
Nexus, two luxury developments located within
prime districts while the other upmarket projects
such as Draycott 8, The Grange and The Light
at Cairnhill continued to register robust sales
during the financial year.
Draycott 8 is Wing Tai’s latest high-end
condominium attractively located along Draycott
Drive, one of Singapore’s premium residential
areas given its proximity to Orchard Road and
nearby social and recreational clubs. This 136unit development registered strong interest
among savvy property investors and jaded
home buyers with its inimitable offering of old
world charm found within its expansive
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conserved 2-storey colonial style clubhouse
set against ultra luxurious contemporary
residential blocks with professional concierge
services and modern facilities. To date, about
60% of the units have been snapped up by
savvy investors and home buyers.
The Grange, an ultra exclusive 95-unit freehold
condominium located along Grange Road,
enjoyed similar success with 92 units already
snapped up by highly discerning home buyers
to date while The Light at Cairnhill, another of
Wing Tai’s high-end freehold residential
development located within the prime Cairnhill
neighbourhood also reported brisk sales with
more than 80% of the units taken up.
VisionCrest Residences, an exclusive freehold
development with its strategic location
within the prime Orchard Road area near the
Dhoby Ghaut MRT Interchange Station, was
launched in September 2005 and is viewed as
an attractive property investment opportunity
with both local and foreign buyers. The Nexus,
the other elegant 242-unit freehold development
located within the popular Bukit Timah
residential enclave close to popular educational
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With recovery of the
property market underway,
Wing Tai continued to seek
opportunities to further
enhance its portfolio with
prime sites.
institutions and amenities was launched in May
2006. Both these projects were well received
by home buyers and investors.
With recovery of the property market underway,
Wing Tai continued to seek opportunities to
further enhance its portfolio with prime sites.
In October 2005, the Group won the tender
for the freehold site of Belle Vue. Situated in
the exclusive residential area of District 9, this
22,649 square metres site is a stone’s throw
away from major shopping malls such as
Singapore Shopping Centre and Plaza
Singapura while Orchard Road is just a short
walk away. Both the Somerset MRT Station
and Dhoby Ghaut MRT Interchange Station
are also located nearby.
In April 2006, the Group together with NTUC
Choice Homes Co-operative Limited
successfully tendered for a prime 99-year
leasehold suburban site strategically
located near the Tanah Merah MRT Station.
The 21,876 square metres site is also
conveniently located close to amenities and
Bedok Town Centre.
The Group also entered into a contract for
the collective purchase of the freehold site of
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Newton Meadows located along Newton Road
in May 2006. Strategically sited between the
Newton and Novena MRT Stations, the MRT
Stations are just within walking distance from
this 3,984 square metres site. In addition,
Orchard Road is just a mere 5-minute drive
away while many distinguished social and
recreational clubs, and excellent schools are
also within the vicinity.
Singapore’s office market has seen rising
rents over the past months and this trend
is likely to continue, with the tightening
supply of office space anticipated in the next
few years.
The Group continued to benefit from the
sector’s improved performance with Winsland
House I and II, as well as Burlington Square
reporting average occupancies of over 90%
as at end of the financial year. The sale of Park
Mall to Suntec REIT, which was announced in
June 2005, was completed in October 2005.
With more than 25% of the leases up for
renewal in these properties and the anticipated
completion of VisionCrest Commercial in the
first half of 2007, the Group stands to benefit
from the upward movement of office rentals in
the coming financial year.
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The Meritz, a study in urbane
sophistication. The luxurious 31-storey
glass-encased tower houses wellappointed living areas made with an
artisan-quality finishing. All this, right
in the heart of the Kuala Lumpur’s
magnificent Golden Triangle.
PROPERTY – Malaysia
The Group’s property business activities in Malaysia are conducted
through its listed subsidiary company, DNP Holdings Berhad.
In Kuala Lumpur, The Meritz, a 31-storey luxury condominium consisting
of 110 units of 2 and 3-bedroom types, is conveniently located directly
opposite the prime Kuala Lumpur City Centre (KLCC) Twin Towers,
Suria KLCC and within walking distance to the LRT station. The
development was well received by home buyers and investors with
more than 50% of the units being taken up.
The Bukit Ceylon freehold site, which is situated in the serene
and tranquil Jalan Ceylon residential area, was acquired in 2005 and will
be developed into an exclusive 420-unit condominium. The site is also
strategically located within walking distance to the busy commercial area
of Jalan Raja Chulan and close to the Bintang Walk shopping and
entertainment hub while the lush Bukit Nenas Forest Reserve is also
conveniently located nearby. The development will be designed by Guida
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In Kuala Lumpur, The Meritz, a
31-storey luxury condominium
consisting of 110 units of 2 and
3-bedroom types, is conveniently
located directly opposite the
prime Kuala Lumpur City Centre
(KLCC) Twin Towers, Suria
KLCC and within walking
distance to the LRT station.
Moseley Brown (GMB) Architects, an award winning Australian
architectural firm, with planning approval expected in the last quarter
of 2006.
Sering Ukay, which is a landed housing project covering over
5.4 million square feet of freehold land, is located a mere 9 km away
from KLCC and its surrounding amenities. The soft launch of
Phase 1, which comprises 176 units of 2 and 2 -storey terrace houses,
was held in September 2005 and sales have been very
positive with 119 units being taken up out of 121 units released.
The on-going construction works of Phase 1 is targetted to be
completed by September 2006.
In Penang, Phase 2 of Taman Seri Impian, a development comprising
a mixture of double-storey terrace and semi-detached houses, has
been completed with sales status at 91%. Phase 3, with a show village,
was launched in June 2006. Sales have been encouraging with 22
units being taken up out of 41 units released. Phase 3 of Taman Bukit
Minyak Indah, another similar mixed housing development, is 100%
completed with sales status at 90%.
In Johor Bahru, piling works for Phase 2 of Plaza DNP were
completed in May 2006. It has been approved as a 38-storey residential
tower and is located within the up and coming commercial district of
Johor Bahru city.
PROPERTY – Suzhou, China
The Group’s property business activities in China are conducted through
its associated company, Jiaxin (Suzhou) Property Development Co.,
Ltd. Against the backdrop of slower market conditions affected by the
central government’s macro control policies and measures to stabilise
the residential real estate market, our projects in Suzhou have continued
to perform well.
The Lakeview is one of Suzhou’s most prestigious residential projects.
Comprising 453 apartment units, it is located in the heart of the mega
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industrial town set up by the Singapore and China governments, the
China-Singapore Suzhou Industrial Park. Overlooking the peaceful Jinji
Lake, the Phase 1 launch was well received by home buyers and
investors. To date, 90% of the 101 apartment units released have been
taken up. Work will begin soon on Phase 2 with the launch date
expected in 2007.
Another exclusive residential development, The Lakeside, sits just next
to the scenic Jinji Lake. The Lakeside provide residents with the most
beautiful landscapes and top class clubhouse services and facilities
such as an indoor heated swimming pool, gymnasium, mini-theatre,
billiard rooms, sauna and steam rooms, roof-top tennis courts, minigolf putting green, barbecue area and children’s playground. In Phase
1, 98% of the 64 apartments were sold while the timely launch of 20
double-storey bungalows and 5 townhouses was also well received.
Work on Phase 2, another 4 apartment blocks of 84 units, is expected
to start in 2007.
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PROPERTY – Hong Kong
The Group’s property interests in Hong Kong are represented by investments
in USI Holdings Limited and Winsor Properties Holdings Limited.
Hong Kong’s property market began to consolidate in the third
quarter of 2005 after two years of increases in both prices and
transactions. The market started to pick up again in the last quarter
of 2005 and remained relatively stable in the first half of 2006.
USI Holdings successfully launched the sale of The Giverny, a 63-villa luxury
development in Hebe Haven, Sai Kung in October 2005. 20 units of The
Giverny were sold during the launch, fetching benchmark prices ranging
from HK$12,000 to HK$20,000 per square feet. This is certainly a good
reflection of the market’s recognition of the WingTai Asia brand name.
Occupation permit for The Grandville, an exclusive development in
Shatin, was issued in January 2006 and the profit for the pre-sold
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apartments (over 90% of the development) was recognised in
accordance with USI Holding’s accounting policies.
As the commercial property market in Hong Kong was very strong in
2005, USI Holdings expanded into the office building rental business.
It acquired the former Bank of East Asia Building in Wan Chai which
has a gross floor area of approximately 120,000 square feet. The
building will be refurbished into a grade A office building with an upscale
retail podium to serve the rapidly changing Wan Chai area.
Winsor Properties holds many quality residential, commercial
and industrial buildings in Hong Kong. One of the key assets of
Winsor Properties is a prime office site in Kwun Tong. It will be
developed into two grade A office towers with a gross area of
approximately 1,300,000 square feet. The company also successfully
completed the sale of the lower portion of Global Gateway
(Hong Kong) in August 2005.
The Lakeview is one of Suzhou’s
most prestigious residential
projects. Comprising 453
apartment units, it is located
in the heart of the mega
industrial town set up by the
Singapore and China
governments, the ChinaSingapore Suzhou Industrial Park.
The Lakeview in Suzhou, China,
as its name suggests, offers calming
views of the picturesque Jinji Lake.
This prestigious 2-phase development
is making waves as among the most
desired residential investments in
the city.
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INDUSTRY AWARDS AND RECOGNITION FOR STAFF
PERFORMANCE AND TRAINING DURING THE YEAR
BOLSTERED OUR COMPANY-WIDE COMMITMENT TO
DELIVERING TOP-NOTCH SERVICE AT ALL LEVELS.
OUR CUSTOMER-CENTRIC CULTURE CONTINUES
TO LIFT OUR HOSPITALITY BUSINESS TO NEW LEVEL
OF EXCELLENCE.
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Operations Review – HOSPITALITY
Over the years, the Group had extended its high standard of quality
and dedicated attention-to-detail hospitality service to develop and
manage the Lanson Place chain of serviced residences. In 2005,
Lanson Place made its foray into boutique hotel operation in Hong
Kong as well as the serviced residences market in China. Today,
Lanson Place Residences and Lanson Place Hotels are being
represented in Singapore, Kuala Lumpur, Hong Kong and Shanghai.
The Group will continue to search for promising opportunities in
strategic cities in China and other parts of Asia.
In Singapore, Lanson Place Winsland continued to report a high
occupancy rate of 95%. In light of the positive business and economic
outlook for Singapore, the service apartment market, which is
dominated mainly by expatriates, is poised for a boost.
In Kuala Lumpur, Lanson Place Ambassador Row remained popular
with both corporate expatriates and business travellers while Lanson
Place Kondominium 8 Ampang Hilir maintained its position as one
of the leading condominiums in the Ampang area, continuing to
outperform the market with 96% occupancy in the first half of 2006.
In Hong Kong, the renovation of the development at 133 Leighton
Road was completed and Lanson Place Boutique Hotel and
Residences became fully operational in March 2006. The boutique
hotel and residences comprises 194 suites and is strategically located
in the heart of Causeway Bay. The performance of the boutique
hotel and residences has far exceeded the investment budget and
enjoyed 60% occupancy in the second quarter of 2006.
Similarly, Lanson Place Jinlin Tiandi in Shanghai, China, with its 106
apartments has also been soft launched and the initial response to
this development has been very encouraging in terms of rental rates
and occupancy. Within three months of opening, it achieved 50%
occupancy and has one of the highest rental rates in Shanghai. With
demand for high-end service apartment continuing to be keen in
Shanghai, the performance of this development looks promising.
In light of the positive
business and economic outlook
for Singapore, the service
apartment market, which is
dominated mainly by expatriates,
is poised for a boost.
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FOR
DRESSED
SUCCESS
THE GROUP’S APPAREL AND LIFESTYLE RETAILING BUSINESS HAS PUT IN AN
ULTRA-FASHIONABLE SHOWING OF 247% GROWTH IN REVENUE FROM FY1999 TO THE
CURRENT YEAR. THE GROUP’S AGGRESSIVE PLANS TO FURTHER EXPAND THIS BUSINESS
IN THE REGION SUGGESTS THAT THIS HANDSOME GROWTH TREND IS HERE TO STAY.
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The Group’s apparel
and lifestyle division
in Singapore has
reported strong
revenue growth of
around 40%
in the financial year
under review.
APPAREL – Singapore
The Group’s apparel division manages a wide portfolio of fashion brands
which include G2000 and U2; trendy UK fashion labels such as Topshop,
Topman, Dorothy Perkins, Warehouse and Karen Millen; sports brands
such as Nike Women and Nike Sports Culture as well as Fox Fashion,
the popular casual lifestyle brand from Israel.
With the regional economies maintaining steady growth and promising
improvement in consumer spending, the Group achieved high growth
in both revenue and profit, generated from like-for-like store growth as
well as new stores and brands expansion.
In terms of existing brand portfolio of G2000, U2, Topshop, Topman,
Dorothy Perkins, Warehouse, Karen Millen, Nike Women and Nike
Sports Culture, a total of nine new outlets were added. Three new
brands that were introduced to the market, namely MAXSTUDIO.COM,
Miss Selfridge and Adidas, also contributed to another eight new stores.
The Group’s apparel and lifestyle division in Singapore has reported
strong revenue growth of around 40% in the financial year under review.
The Group continued to be committed to people development,
nurturing talent and grooming leaders with a view to always provide
customers with quality-plus service and product. It participates
and supports the pilot project of CCI (Customer Centric Initiative)
organised by SPRING Singapore, aiming to spur interests and support
to elevate the overall service culture of the industry. One of the shop
managers from U2 was selected from a huge pool of applicants and
awarded a Scholarship from the SRA Institute of Retailing for a Diploma
in Retail Management.
Business in the fast food segment continued to be challenging. Locations
in suburban malls however, showed encouraging improvements in both
revenue and profitability. The total number of Yoshinoya outlets remains
at 16 island wide.
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MAXSTUDIO.COM’s Fall/Winter 2006 Collection
reveals more of the label’s intuitive fabric of creativity
and understanding that addresses the fashion desires
of the modern woman.
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Fox Kids Fall/Winter 2006 Collection plays up
style and wearability for today’s fashion-savvy
little tykes.
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U2 Casual Ladieswear for Fall/Winter 2006 Collection
takes a note from the warm and spirited tones of a
breezy Autumn’s stroll.
APPAREL – Malaysia
The Group’s apparel and lifestyle business activities in Malaysia are
conducted through its associated company, DNP Clothing Sdn Berhad.
Against the backdrop of steady GDP growth, rapid retail development
and high traffic of tourist arrivals, the retail business in Malaysia has
registered good incremental in revenue and profits.
Shop expansion outside of Klang Valley commenced in January 2006,
with the opening of three outlets (Topshop, Topman and Dorothy
Perkins) in Tebrau City in Johor Bahru. The total number of fashion
outlets now stands at 22.
At the same time, major store enhancement works were executed in
a few key stores including Kuala Lumpur City Centre (KLCC), Mid Valley
Megamall and Sunway Pyramid. This had resulted in healthy like-forlike revenue and profit growth. Plans are also underway to make inroads
to Penang by end of the year. More new retail brands introduction have
also been planned.
Yoshinoya in Malaysia is currently operating with four outlets, with one
unit operating out of Tebrau City, Johor Bahru.
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FROM SPECTACULAR PROPERTY ACQUISITIONS AND LAUNCHES TO RECOGNITION OF SERVICE AND
TRAINING EXCELLENCE AND ROARING AND ROBUST GROWTH IN OUR APPAREL BUSINESS, IT’S BEEN A
RECORD-BREAKING YEAR OF UPS AND UPS.
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July 2005
Draycott 8, an exclusive
condominium attractively located
on an elevated site along Draycott
Drive, with just a few minutes’ walk
from Orchard Road obtained its
Temporary Occupation Permit.
Wing Tai launched VisionCrest
Residences, a 265-unit freehold
development strategically
located within the prime Orchard
Road area and near the Dhoby
Ghaut MRT Interchange Station.
The development is seen as an
attractive property investment
opportunity for both local and
foreign buyers.
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G2000 Apparel and Wing Tai
Clothing participated in the
Customer Centric Initiative
(CCI). This national tripartite
programme spearheaded by
SPRING Singapore, NTUC,
Singapore Workforce Development
Agency (WDA) and Singapore
National Employers Federation
(SNEF) aim at transforming service
quality in Singapore.
Four training modules of
Wing Tai Retail were accredited
by Singapore Workforce
Development Agency (WDA)
under National Skills Recognition
System and Singapore Workforce
Qualification System. The
accreditation acknowledged
Wing Tai Retail’s effort in giving
its retail staff quality training
with national standard.
August 2005
Wing Tai received the Associate
of the Arts Award during the
2005 Patron of the Arts Award
ceremony organised by the
National Arts Council. The award
ceremony was held at The
Esplanade and the award is in
recognition of the company’s
contribution to Singapore arts
scene for the year 2004.
Wing Tai Clothing successfully
secured exclusive rights to
operate the leading-edge brand,
MAXSTUDIO.COM in Singapore.
Highly sought after for its excellent
value, innovative fabrics and
fresh styles, the first boutique is
located at Wisma Atria Shopping
Centre along Orchard Road.
October 2005
Announcement of the Group’s
full year results for the year ended
30 June 2005.
September 2005
The Giverny, a 63-villa luxury
development by USI Holdings
in Sai Kung, Hong Kong was
successfully launched with 20
units sold. Perched on a verdant
peninsula overlooking Hebe
Haven, this luxury residence
offers scenery that becomes
more entrancing with every
change of light and seasons.
The 41st Annual General Meeting
was held at Raffles Hotel.
The soft launch of Sering Ukay
(Phase One) in Malaysia received
overwhelming response with 98%
of the 121 units offered being
taken up. Located just a mere 9
kilometres from Kuala Lumpur
City Centre (KLCC), this freehold
development is also within close
proximity to neighbourhood
shopping centres, hypermarkets
and international schools.
Wing Tai was awarded the tender
for the freehold site of Belle Vue
located along Oxley Walk at a price
of S$227.3 million. Situated in the
exclusive residential area of District
9, this site is a stone’s throw away
from major shopping malls such
as Singapore Shopping Centre and
Plaza Singapura while Orchard
Road is just a short walk away.
This 22,649 square metres site
will be developed into a residential
development.
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Calendar of Events
Singapore Fashion Festival 2006 sizzled to the theme
of “Feel the Brazilian Heat” showcasing Fox Fashion’s
Spring/Summer 2006 Collection.
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November 2005
Wing Tai posted interim results
for the three months ended 30
September 2005.
A special preview of The Meritz
was held at the Regent Singapore.
Conveniently located opposite
Kuala Lumpur City Centre (KLCC)
and Petronas Twin Towers, this
exclusive freehold condominium
was well received by buyers with
more than 50% of the 110 units
being taken up.
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May 2006
for the nine months ended 31
March 2006.
Wing Tai Clothing is proud to bring
back Miss Selfridge to Singapore.
Relaunched with a brand new
look, this popular London High
Street label is repositioned to
become even more distinctive,
individualised, feminine and sassy
and is located at Marina Square.
February 2006
Tw o e x c l u s i v e s e r v i c e d
apartments/hotels by USI
Holdings, namely Lanson Place
Boutique Hotel and Residences
and Lanson Place Jinlin Tiandi,
soft-opened for business in
December 2005. The former is
a 194-unit serviced residence
strategically located in the middle
of Causeway Bay, the heart of
Hong Kong island while the latter
is ideally located at the heart of
Shanghai, consisting of 106-unit
of 3-bedroom apartments.
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Wing Tai Clothing was awarded
the franchise rights to operate
Adidas stores in Singapore. With
six outlets conveniently located
island wide, athletes and fitness
fanatics can choose from its
exciting Sport Performance
range of apparel, footwear and
sport accessories.
G2000 Apparel clinched 8 Star,
18 Gold and 28 Silver awards
while Wing Tai Clothing bagged
7 Star, 5 Gold and 11 Silver
awards at the prestigious
Excellent Service Award 2005.
This impressive figure does
not come as a surprise as
Wing Tai Retail’s focus has
always been on staff development
and training.
December 2005
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for the six months ended 31
December 2005.
During the Singapore Fashion
Festival (SFF) held at Ngee Ann
City Civic Plaza, Wing Tai Retail
presented trendy statement
pieces from Fox Fashion, Topman
and Topshop. The Brazilian Theme
fashion show featured by Fox
Fashion was declared the “Best
Show” by The Straits Times and
dubbed as the “Most Energetic
Show” by The New Paper.
March 2006
An employee with G2000
Apparel, Cindy Poh Chin Choo,
emerged as one of the Top 5
Finalists in the prestigious 20th
Tourism Award 2005, under
Tourism Host of the Year – Retail
Award category. The award by
Singapore Tourism Board (STB)
recognises individuals who
excels in the Retail Industry.
April 2006
Wing Tai, together with NTUC
Choice Homes, successfully won
the tender for a prime 99-year
leasehold suburban site
strategically located near the
Tanah Merah MRT Station.
This 21,876 square metres site is
also conveniently sited close to
amenities and Bedok Town Centre.
Wing Tai entered into a contract
for the collective purchase of the
freehold site of Newton Meadows
located along Newton Road at
a price of S$73 million. Sited
between the Newton and Novena
MRT Stations, this 3,984 square
metres site has one of the most
strategic locations and will be
redeveloped into a residential
development.
The official launch of The Nexus
was well received by property
buyers looking for quality
developments. Located along
Bukit Timah Road, this 242unit freehold condominium is
minutes away from the
cosmopolitan hub of Orchard
Road and Holland Village;
and within close proximity to
reputable schools and amenities.
June 2006
As part of its annual community
programme, Wing Tai proudly
sponsored a two-night
performance by the internationally
acclaimed Nederlands Dans
Theater I (NDT I) in this year
Singapore Arts Festival. The
performance of “Bella Figura”
by this dance powerhouse
troupe was a stunning visually
exhilarating display of balletic
finesse.
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CORPORATE
DATA
BOARD OF
DIRECTORS
NOMINATING
COMMITTEE
SUBSIDIARY
COMPANIES
PRINCIPAL
BANKERS
Cheng Wai Keung
Chairman
Tan Sri Dato’ Mohamed
Noordin bin Hassan
Chairman
DNP HOLDINGS BERHAD
Dato’ Roger Chan Wan Chung
Executive Director
Cheng Wai Keung
WING TAI LAND
Chng Chee Beow
Executive Director
DBS BANK LIMITED
6 Shenton Way
DBS Building
Singapore 068809
Edmund Cheng Wai Wing
Deputy Chairman
Boey Tak Hap
Phua Bah Lee
Cheng Man Tak
Noordin bin Hassan
COMPANY
SECRETARIES
Christopher Patrick Langley, OBE
Ooi Siew Poh
Lee Han Yang
Gabrielle Tan
EXECUTIVE
DIRECTORS
WING TAI PROPERTY
MANAGEMENT
Len Siew Lian
General Manager (Marketing)
Cheng Wai Keung
Managing Director
REGISTERED OFFICE
Lee Kim Wah
Loh Soo Eng
Ne Chen Duen
Phua Bah Lee
AUDIT COMMITTEE
Phua Bah Lee
Chairman
Boey Tak Hap
Deputy Managing Director
Lee Kim Wah
Finance Director
Ne Chen Duen
Director (Apparel)
Lee Han Yang
EXECUTIVE OFFICERS
REMUNERATION
COMMITTEE
Boey Tak Hap
Chairman
Lee Han Yang
Phua Bah Lee
WING TAI CLOTHING
FOX FASHION APPAREL
YOSHINOYA
Helen Khoo
Executive Director
Tan Hwee Bin
Chief Operating Officer
Karine Lim
Assistant General Manager
Human Resource
107 Tampines Road
Singapore 535129
Tel: 6280 9111
Fax: 6383 8940
Website: www.wingtaiasia.com.sg
REGISTRAR &
TRANSFER OFFICE
TRICOR BARBINDER SHARE
REGISTRATION SERVICES
STANDARD
CHARTERED BANK
6 Battery Road #07-00
Singapore 049909
UNITED OVERSEAS
BANK LIMITED
80 Raffles Place
UOB Plaza
Singapore 048624
ADVOCATES &
SOLICITORS
AUDITORS
LEE & LEE
168 Robinson Road
#25-01 Capital Tower
Singapore 068912
(Year of appointment: 2006)
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OVERSEAS-CHINESE BANKING
CORPORATION LIMITED
65 Chulia Street
OCBC Centre
Singapore 049513
8 Cross Street
#11-00 PWC Building
Singapore 048424
Quek Bin Hwee
Audit Partner
34
MALAYAN BANKING BERHAD
2 Battery Road
Maybank Tower
Singapore 049907
(A division of Tricor Singapore Pte. Ltd.)
PRICEWATERHOUSECOOPERS
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
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THE HONGKONG AND
SHANGHAI BANKING
CORPORATION LIMITED
21 Collyer Quay
HSBC Building
Singapore 049320
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BOARD OF
DIRECTORS
CHENG WAI KEUNG
Chairman/Managing Director
Mr Cheng Wai Keung is the Chairman of the Board of Wing Tai Holdings Limited (the “Company”)
and has served as the Chairman since 2 December 1994. He is also the Managing Director of the
Company and serves as a member of the Nominating Committee.
Mr Cheng is concurrently the Chairman of Neptune Orient Lines Ltd and Raffles Holdings
Limited and Vice-Chairman of Singapore-Suzhou Township Development Pte Ltd. He also holds
directorships in several public and private companies, including GP Batteries International Ltd
and Media Asia Entertainment Group Ltd.
Mr Cheng was awarded the Public Service Star (BBM) in 1987 and the Public Service Star (Bar)
(BBM-Lintang) in 1997 by the Government of Singapore. He was re-appointed Justice of The Peace
(JP) by the President of the Republic of Singapore in the year 2005.
Mr Cheng graduated with a Bachelor of Science degree from Indiana University and holds a
Masters in Business Administration from the University of Chicago, USA.
Mr Cheng was last re-elected as a director on 18 November 2003.
EDMUND CHENG WAI WING
Deputy Chairman/Deputy Managing Director
Mr Edmund Cheng is the Deputy Chairman and Deputy Managing Director of the Company.
He joined the Company since 1984 and is responsible for the property development, investment
and management activities of the Group.
Currently, Mr Cheng is also the Chairman of Singapore Airport Terminal Services Ltd, Mapletree
Investments Pte Ltd, National Arts Council, DesignSingapore Council and The Old Parliament
House Limited. Mr Cheng is a board member of a number of public and private companies, including
SNP Corporation Ltd, CIH Limited, SNP Leefung Holdings Ltd and DNP Holdings Berhad.
Mr Cheng has previously served as Chairman of the Singapore Tourism Board from 1993-2001
and The Esplanade Co Ltd. He was a board member of Singapore Airlines Ltd (SIA), Urban
Redevelopment Authority (URA) and Construction Industry Development Board (CIDB). He was also
President of Real Estate Developers’ Association of Singapore (REDAS) and he is currently a member
of the Presidential Council of REDAS. He was awarded the Public Service Star Award (PBB) in 1999.
He graduated with a Bachelor of Science degree in Civil Engineering from Northwestern
University and a Masters in Architecture from Carnegie Mellon University, USA.
Mr Cheng was last re-elected as a Director on 13 October 2005.
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BOARD OF DIRECTORS
BOEY TAK HAP
Mr Boey Tak Hap has been a non-executive director since 2 May 1997. He is currently the Chairman
of the Remuneration Committee and a member of the Audit Committee.
Mr Boey was formerly the Chief of Army, Singapore Armed Forces and the President & CEO of
Singapore Power Group. He was also the President & CEO of SMRT Corporation as well as
Chief Executive of the Public Utilities Board.
Currently, Mr Boey is a director of Creative Master Bermuda Limited.
Mr Boey graduated from the University of Manchester Institute of Science and Technology with
a Bachelor of Science degree in Automatic Control & System Engineering with Management
Sciences. In January 2002, he was conferred the Honorary Doctorate of Doctor of Engineering
by his alma mater. He also holds a Diploma in Business Administration from the National
University of Singapore and has attended the Harvard Business School’s Advanced Management
Programme in Boston, USA.
Mr Boey was last re-elected as a director on 18 November 2003.
CHENG MAN TAK
Mr Cheng Man Tak has been a non-executive director since 11 May 1981. He serves as a director
of the Federation of Hong Kong Garment Manufacturers and is a member of the Occupational
Safety & Health Council of Hong Kong and an authority member of Clothing Industry Training
Authority. He is also a member of the Advisory Committee of Poly University (Institute of Textile and
Clothing Industries) in Hong Kong.
Mr Cheng graduated from the University of Southern California with a Bachelor of Science degree
and holds a Masters in Business Administration from Pepperdine University, USA.
Mr Cheng was last re-elected as a director on 13 October 2005.
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TAN SRI DATO’ MOHAMED NOORDIN BIN HASSAN
Tan Sri Dato’ Mohamed Noordin bin Hassan has been a non-executive director since 27 September
2002 and is currently the Chairman of the Nominating Committee.
Tan Sri Dato’ Mohamed Noordin has at least 40 years of working experience with the government
of Malaysia and the private sector and has served in various government departments at
District, State and Federal levels including as (i) Deputy Secretary General, Ministry of Trade and
Industry, (ii) Secretary General, Ministry of Science, Technology and Environment, and (iii) Secretary
General, Ministry of Education. He retired from the Malaysian Civil Service in September 1994.
Between September 1994 to August 2000, he was Vice-President of Petronas Berhad in charge
of Group Human Resource and subsequently of Education.
Tan Sri Dato’ Mohamed Noordin is currently the Chairman of DNP Holdings Berhad in Malaysia.
He is also on the board of directors of several subsidiaries of DNP Holdings Berhad.
Tan Sri Dato’ Mohamed Noordin graduated from the University of Malaya with an Honours degree
in Bachelor of Arts (Economics) and holds a Masters in Public & International Affairs from the
University of Pittsburgh, USA.
Tan Sri Dato’ Mohamed Noordin was re-elected as a director on 13 October 2005.
CHRISTOPHER PATRICK LANGLEY, OBE
Mr Christopher Patrick Langley has been a non-executive director since 25 June 2003.
Mr Langley began his career with the HSBC Group in 1961 at The Mercantile Bank of India Ltd in
London. He subsequently worked for the HSBC Group in Mauritius, India, the Channel
Islands, Saudi Arabia, Malaysia and Hong Kong. In September 1993, Mr Langley was appointed
HSBC Group General Manager and in 1994, Deputy Chairman of Hongkong Bank Malaysia
Berhad (now known as HSBC Bank Malaysia Berhad). In 1996, Mr Langley assumed responsibility
for The Hongkong and Shanghai Banking Corporation’s business in Mainland China and the
Special Administrative Regions of Hong Kong and Macau.
Mr Langley was appointed executive director of The Hongkong and Shanghai Banking
Corporation Ltd in 1998 and retired from the HSBC Group in February 2000.
In July 1995, Mr Langley was awarded the Darjah Dato’ Setia Negeri Sembilan (DSNS) (Honorary)
by the Yang Di Pertuan Besar of Negeri Sembilan State, who was serving as Yang Di Pertuan Agong
(King) of Malaysia. Mr Langley therefore carries the title of Dato’ in Malaysia. Mr Langley was also
made an Officer of the Order of the British Empire in the Queen’s 1996 New Year’s Honours List.
His current directorships include Dickson Concepts (International) Ltd, Gieves & Hawkes plc.,
Lei Shing Hong Ltd, Techtronic Industries Co. Ltd and Winsor Properties Holdings Limited.
Mr Langley was re-elected as a director on 18 November 2003.
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BOARD OF DIRECTORS
LEE HAN YANG
Mr Lee Han Yang has served as a non-executive director since 3 January 1989 and is currently a
member of both the Audit Committee and Remuneration Committee. He is a Barrister-at-Law of
Lincoln’s Inn, London. He is an Advocate and Solicitor of the Supreme Court of Singapore and is
a Consultant at Messrs Peter Low, Tang & Belinda Ang. He is also a director of several public
and private companies in Singapore.
Mr Lee is an active member of the Law Society of Singapore and has served on several
Committees of the Law Society. At present, he serves on the board of the National Council of
Social Services and on the Society for the Physically Disabled. In August 2006, he was awarded
the Public Service Star (BBM).
Mr Lee was last re-appointed as a director on 13 October 2005.
LEE KIM WAH
Mr Lee Kim Wah has served as an executive director since 2 May 1977. He is responsible for the
finance, human resource and administrative functions of the Group.
Educated in Accountancy in Australia, Mr Lee was a Manager of Messrs Goh Associates, a firm of
Public Accountants, prior to joining the Company. He has been with the Group for more than 30 years.
Mr Lee is currently the Treasurer of the Singapore National Employers’ Federation.
Mr Lee was last re-elected as a director on 22 October 2004.
LOH SOO ENG
Mr Loh Soo Eng was an executive director for the property division of the Wing Tai Group since
1991. He retired as an executive director on 1 June 2004 and is currently serving as a non-executive
director. His past experiences are in power station, oil company, shipbuilding and shiprepairing
industries as well as banking.
Prior to joining the Company, Mr Loh was with the DBS Group for 17 years, holding the posts of
Executive Director of Raffles City Pte Ltd, and General Manager of DBS Land. He has also served
on a few Government committees, including SAFTI Military College and Temasek Polytechnic. He
was a Chairman of SLF Properties Pte Ltd and SLF Management Services Pte Ltd and was
President of Real Estate Developers’ Association of Singapore (REDAS) from 2001 to 2003.
Mr Loh graduated with a Bachelor of Engineering (Mechanical) from the University of Adelaide,
Australia.
Mr Loh was last re-elected as a director on 22 October 2004.
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NE CHEN DUEN
Mr Ne Chen Duen has served as an executive director since 9 August 1963. He is one of the
pioneer staff members of the Company. He has 40 years of experience in apparel business and
provides support to management in the merchandising of its apparel products.
Mr Ne was last re-elected as a director on 22 October 2004.
PHUA BAH LEE
Mr Phua Bah Lee has served as a non-executive director since 11 January 1989 and is currently
the Chairman of the Audit Committee and a member of both the Remuneration Committee and
Nominating Committee.
Mr Phua currently holds directorships in a number of public and private companies. He was the
Parliamentary Secretary of the Ministry of Communications (1968 to 1971), Senior Parliamentary
Secretary of the Ministry of Defence (1972 to 1988) and a member of Parliament for the Tampines
Constituency (1968 to 1988).
Mr Phua graduated from the Nanyang University in Singapore with a Bachelor of Commerce degree.
Mr Phua was last re-appointed as a director on 13 October 2005.
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KEY
MANAGEMENT
STAFF
TAN HWEE BIN
CHNG CHEE BEOW
Ms Tan Hwee Bin is the Chief Operating Officer of Wing Tai Holdings
Limited and has been with the Group since November 2000. Prior to
joining the Group, she was the Asia Pacific Regional Finance & IT Director
for a business division of ICI and has worked in Hong Kong and
Guangzhou. She is currently a member of Central Singapore Community
Development Council and the Finance and Establishment Committee
of Chinese Development Assistance Council. She is also a Director of
NTUC Fairprice Co-operative Limited. She has a Bachelor of Accountancy
degree from the National University of Singapore and has also attended
management courses in INSEAD and Oxford University. She completed
the Advanced Management Programme at Harvard Business School
in November 2005.
Mr Chng Chee Beow is the Executive Director of Wing Tai Land and
has been with the Group since October 1987. He is a registered
Architect by profession. Mr Chng is currently the Assistant Honorary
Secretary of REDAS Management Committee and Chairman of SRP
-Real Estate Management & Maintenance Industry (SRP-REMMI)
– Industry Lead Body. He is the President of International Alliance
for Interoperability (IAI) by Building Construction Authority (BCA),
a member of the URA Design Advisory Committee and also an active
member of several government and private bodies. He graduated
with a Bachelor of Architecture and has a post-graduate Diploma
in Building Science from the National University of Singapore.
HELEN KHOO
KARINE LIM
Ms Karine Lim is the Assistant General Manager of Human Resource
for the Group since March 2004. Prior to joining the Group, she has
more than 18 years of HR experience in the retail, property and public
transport industries. She graduated with a Bachelor of Arts (Honours)
degree from the National University of Singapore and has acquired
a Diploma in Human Resource Management from the Singapore
Human Resource Institute.
Mrs Helen Khoo is the Executive Director of Wing Tai Clothing, Fox
Fashion Apparel and Yoshinoya and oversees the apparel and food
business of the Group. She joined the Group in July 1995. Prior to
joining the Group, she was a senior executive with the Swire Group
in Hong Kong and has nearly 20 years of experience in the retail
and fast food business. She has been an active council member of
the Singapore Retailers Association and Orchard Road Business
Association. She obtained a Bachelor of Arts degree from the
University of Hong Kong.
DATO’ ROGER CHAN WAN CHUNG
LEN SIEW LIAN
Dato’ Roger Chan Wan Chung joined DNP Holdings Berhad as
General Manager in June 1971 and he is one of the pioneer staff
members of DNP Group. He has more than 30 years experience in the
garment business and is currently assisting the Managing Director to
oversee the day-to-day operation of the DNP Group.
He was appointed to the DNP Board on 18 August 1998 and sits on
the Board of several subsidiaries of DNP Group and other private
limited companies.
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Ms Len Siew Lian is the General Manager (Marketing) of Wing Tai
Property Management. She oversees the project launches of the
Group’s development properties for sale. She has been with the Group
since September 1989. In the initial years, she was mainly involved
in the commercial leasing of both office and retail. Prior to joining
the Group, she was with Jones Lang Wootton. She graduated with
a Bachelor of Science (Estate Management) degree from the
National University of Singapore.
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CORPORATE
GOVERNANCE
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The Company believes in maintaining high standards of corporate governance to ensure continued
growth and success as well as safeguarding the interests of its shareholders. The Company has
adopted the principles, policies and practices of corporate governance as set out in this report.
BOARD MATTERS
The Board’s Conduct of its Affairs
The Board provides strategic guidance and entrepreneurial leadership for the Company. Its principal
functions include approving strategic business plans and major acquisitions or disposal of assets,
reviewing the Group’s corporate policies and the financial performance, approving the quarterly and
annual financial results of the Group and reviewing the adequacy of internal control, financial reporting
and compliance.
The Board conducts regular meetings on a quarterly basis and as necessary when circumstances
arise. A total of four Board meetings were held in the current financial year. Details of attendance
of the Directors at the Board and Board Committee meetings are set out on page 46 of this Report.
The Board is of the view that the contribution of each Director should not be focused only on his
attendance at Board and/or Committee meetings. A Director’s contribution may extend beyond the
confines of formal Board meetings, through the sharing of views, advice, experience and strategic
networking relationships which would further the interests of the Company.
The Board is responsible for the overall strategy and direction of the Group whilst the Management
closely monitors changes to regulations and accounting standards and the Directors are informed
of their disclosure obligations. New Directors will be given appropriate orientation and briefed on
the Group’s business, directions and policies and provided with essential materials concerning the
Company and the Group as well as information on relevant laws and regulations.
Board Composition and Balance
The Board comprises a majority of non-executive directors, with more than one-third independent
directors. There are 11 Board members, four of whom are executive directors and seven are nonexecutive directors (inclusive of five independent directors). The Board considers its current size
and members whose core competencies, qualifications, skills and experience are extensive and
complementary, to be appropriate. The Board will examine its size and composition whenever
circumstances require it.
The independence of each Director is reviewed annually by the Nominating Committee to ensure
that there is a strong and independent element on the Board and that its size is appropriate to the
scope and nature of the Group’s operations. No individual or smaller group of individuals dominate
the Board’s decision-making process.
Chairman and Managing Director
There is no separation of roles between the Chairman and the Managing Director (“MD”) in the
Company as there is adequate accountability and transparency as reflected by the internal controls
established within the Group. The Board is of the opinion that it is well balanced with a strong and
independent group of non-executive directors.
As Chairman, Mr Cheng Wai Keung assists the Board in developing policies and strategies as well
as providing leadership to the Board and ensuring that Board meetings are held when necessary
and that Board members are provided with complete, adequate and timely information.
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CORPORATE GOVERNANCE
As MD, he supervises the management of the business and affairs of the Group, reviews major
acquisitions or disposals, investments, strategic plans and funding requirements and ensures that
the Board’s decisions and strategies are properly and effectively carried out. The sustained growth
of the Company under Mr Cheng Wai Keung’s leadership shows his ability to discharge the
responsibilities of both roles effectively.
BOARD COMMITTEES
The Board has delegated specific functions to the Nominating, Remuneration and Audit Committees
to assist in the execution of the Board’s duties.
Nominating Committee
Board Membership
The Nominating Committee (“NC”) comprises three members, namely, Tan Sri Dato’ Mohamed
Noordin bin Hassan – Chairman of NC (an independent non-executive director), Mr Phua Bah Lee
(an independent non-executive director) and Mr Cheng Wai Keung.
The principal functions of the NC are to make recommendations to the Board for the appointment
and re-appointment of directors to the Board and to review the independence of each director
annually.
All Directors are required to submit themselves for re-nomination and re-election at least once every
three years. At least one-third of the Directors retire at each Annual General Meeting subject to
re-election annually.
Directors above the age of 70 are also required under the Companies Act to retire and offer themselves
for re-appointment by the shareholders at every Annual General Meeting.
Board Performance
The NC’s evaluation of each Director and the performance of the Board as a whole will be conducted
on an annual basis taking into account the level of participation and contribution of individual Directors
towards the Board’s effectiveness and competencies, strategic insight, financial literacy, business
judgment, sense of accountability and maintenance of expertise relevant to the Group.
Access to Information
As and when the need arises and prior to each meeting, the Board is provided with timely and
adequate information to enable full deliberation of the issues to be considered.
To ensure that the Board is able to fulfil its responsibilities, the Management provides the Board with
periodic management reports, forecasts/budgets, financial statements and other relevant information
of the Group.
The Board has independent access to the Management team and the Company Secretary at all
times. The Board seeks independent advice as and when necessary to enable it to discharge its
responsibilities effectively.
The Company Secretary attends all Board meetings and ensures that Board procedures are followed.
The Company Secretary together with the Management team also ensure that the Company complies
with all applicable statutory and regulatory rules.
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REMUNERATION MATTERS
Remuneration Committee
The Remuneration Committee (“RC”) comprises three members, all of whom are independent nonexecutive directors. The RC members are Mr Boey Tak Hap – Chairman of RC, Mr Lee Han Yang
and Mr Phua Bah Lee.
The RC reviews the remuneration of Directors and key executives of the Group and obtains advice
on remuneration matters as and when required from human resource advisers or consultants within
and outside the Group. No Director is involved in deciding his own remuneration.
The RC makes recommendation on an appropriate framework of remuneration taking into account
employment conditions within the industry and the Company’s performance to ensure that the
package is competitive and sufficient to attract, retain and motivate key executives.
The Group's remuneration policy comprises a fixed component (in the form of base salary) and a
variable component that is linked to the Company and individual performance.
As disclosed in the Director’s Report on page 52, other than 120,000 share options granted to
Mr Lee Kim Wah, no options were granted to the Directors of the Company during the financial year.
Directors who participate in Board Committees receive higher fees for the additional responsibilities.
All Directors’ fees are approved by shareholders at the Annual General Meeting of the Company
before they are paid.
A breakdown (in percentage terms) of the Directors’ remuneration for FY2006 are as follows:
Remuneration Bands
Fees (%)
Salary (%)
Bonus, Allowance &
Other Benefits (%)
$1,250,001 to $1,500,000
Cheng Wai Keung
–
68
32 #
$1,000,000 to $1,250,000
–
68
32 #
64
36 ^
92
6#
$500,001 to $750,000
Lee Kim Wah
$250,000 to $500,000
Ne Chen Duen
Below $250,000
Boey Tak Hap
Cheng Man Tak
Noordin bin Hassan
Christopher Patrick Langley
Lee Han Yang
Loh Soo Eng
Phua Bah Lee
2
#
100
100
85
100
100
100
100
#
–
–
–
–
–
–
–
–
–
15 #
–
–
–
–
#
Includes fees, allowance and other benefits from DNP Holdings Berhad.
^
Other benefits include the cost of the fair value of share options granted in FY2006 in accordance with FRS102 – Share Based
Payment which the Company adopted in FY2006.
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Instead of setting out the names of the top five key executives who are not Directors of the Company,
we have shown a Group-wide cross-section of executives’ remuneration (one of whom is related
to the Managing Director) by number of employees within bands of $250,000. This gives a macro
perspective of the remuneration pattern in the Group while maintaining confidentiality of employees’
remuneration:
Range of Remuneration
Above $500,000
$250,000 to $500,000
No. of Key Executives
2
5
ACCOUNTABILITY AND AUDIT
Accountability
The Company has implemented quarterly reporting since FY2003. Shareholders are provided with
the Company’s financial performance, position and prospects on a quarterly basis, whilst periodic
management reports of the Company and its businesses are furnished to the Board.
Audit Committee
The Audit Committee (“AC”) comprises three members, all of whom are independent non-executive
directors. The AC members are Mr Phua Bah Lee – Chairman of AC, Mr Boey Tak Hap and Mr Lee
Han Yang.
Members of the AC have sufficient financial management expertise and experience to discharge its
functions. It held four meetings in FY2006. The functions of the AC include the review of annual
audit plan, internal audit process, the adequacy of internal controls and interested person transactions.
The AC recommends to the Board the external auditors to be appointed or re-appointed taking into
account the independence and objectivity of such external auditors as well as to review the scope,
results and cost effectiveness of their audit procedures. The AC also reviews the quarterly and
annual financial statements before submitting to the Board for approval.
The key function of the AC is to maintain a high standard of corporate governance. The AC has
full access to and co-operation of the Management. The AC met with the internal and external
auditors without the presence of the Management once during the year. Having reviewed the value of
non-audit services by the external auditors to the Group, the AC is satisfied that the nature and extent
of such services will not prejudice the independence and objectivity of the external auditors.
Internal Controls
The Group’s internal financial controls provide reasonable assurance that assets are safeguarded,
proper accounting records are maintained, reliability of financial information and compliance with
applicable laws and regulations. Regular management meetings are held to report and monitor the
performance of each department.
The Board is satisfied that based on the information furnished to it and on its own observations, the
internal controls and risk management processes are satisfactory for the nature and size of the
Group’s operations and business.
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Interested Person Transaction
The Company has established an internal policy in respect of any transactions with interested persons
and has set out the procedures for review and approval of the Company’s interested person
transactions (“IPT”). During FY2006, the AC reviewed the following IPT:
Name of Interested Person
Aggregate value of all
IPT during FY2006
Investment in Winquest Investment Pte. Ltd.
(Belle Vue Site)
- Winsor Properties Holdings Limited
S$’000
29,600
The above IPT was entered into at arm’s length and on normal commercial terms.
Internal Audit
The Company has adopted a set of internal controls which sets out approval limits for expenditure,
investments and divestments and cheque signatory arrangements. The internal audit function of the
Group is carried out by Messrs Kan & Co (“IA”) and its approach is consistent with the standards
as required by the Institute of Internal Auditors. The IA reports their audit findings to the AC and
Management.
The function of the IA is to provide objective opinion and assurance to the AC and Management as
to the adequacy of the internal processes and control, identify financial and operational risks and
to recommend policies and plans for effective compliance control. The IA submits its plans and
recommendations to the AC for approval. The AC reviews the activities of the IA on a quarterly basis
and is satisfied that there are adequate internal controls in the Company.
COMMUNICATION WITH SHAREHOLDERS
Shareholders are updated on the business and affairs of the Company through the quarterly release
of the Company’s results. Material and price-sensitive information is publicly released by the Company
via SGXNET on an immediate basis where required by the Singapore Exchange Securities Trading
Limited (SGX-ST). The Company does not practise selective disclosure. Timely and detailed
disclosure of pertinent corporate information is communicated to shareholders via SGXNET and
posted on the Company’s website.
All shareholders receive the summary financial report and/or the annual report of the Company and
the notice of the AGM. The notice (also advertised in the press) and results are published via SGXNET.
The Company also holds a press and analysts briefing for its full-year results.
Shareholders are given the opportunity to raise relevant questions and communicate their views at
the AGM. A shareholder can vote in person or appoint up to two proxies to attend and vote at the
AGM in his/her absence.
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DEALINGS IN SECURITIES
The Company has adopted and implemented an internal guideline on share dealings in the Company’s
securities in compliance with the recommendations of the SGX-ST as set out in its Best Practices
Guide. All the officers of the Company are prohibited from dealing in securities of the Company
while in possession of price-sensitive information and during the closed period, which is two weeks
before the date of announcement of results for each of the first three quarters of the Company’s
financial year and one month before the date of announcement of the full-year financial results.
Directors’ Attendance at Board and Board Committee Meetings for FY2006
Name
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46
Audit
Committee
Remuneration
Committee
Nominating
Committee
Meetings
Held : 4
Meetings
Held : 4
Meetings
Held : 3
Meetings
Held : 1
Meetings
Attended
Meetings
Attended
Meetings
Attended
Meetings
Attended
1
1
Cheng Wai Keung *
4
4
Boey Tak Hap
4
Cheng Man Tak
4
Noordin bin Hassan
3
Christopher Patrick Langley
2
Lee Han Yang **
3
Lee Kim Wah
4
Loh Soo Eng
4
Ne Chen Duen
4
Phua Bah Lee
4
*
**
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3
1
4
2
4
3
Mr Cheng Wai Keung resigned from the Remuneration Committee on 8 May 2006.
Mr Lee Han Yang was appointed to the Remuneration Committee on 8 May 2006.
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SUMMARY
FINANCIAL
REPORT
50
Summary Directors’ Report
55
Auditors’ Statement
56
Summary Income Statement
57
Summary Balance Sheets
58
Consolidated Statement of Changes in Equity
60
Notes to the Summary Financial Statements
64
Notice of Annual General Meeting
67
Shareholding Statistics
69
Proxy Form
71
Request Form
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SUMMARY
DIRECTORS’
REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2006
IMPORTANT NOTE
The accompanying summary financial statement contains only a summary of the information in the directors’ report and financial
statements of the Company’s full financial report. It does not contain sufficient information to allow a full understanding of the
results and the state of affairs of the Company and of the Group.
For further information, the full financial statements, the auditors’ report on those financial statements and the directors’ report
should be consulted. Shareholders may request a copy of the full financial report at no cost. Please use the request slip at the end
of this summary financial statement.
SUMMARY DIRECTORS’ REPORT
1. DIRECTORS
The directors of the Company at the date of this report are:
Cheng Wai Keung
Boey Tak Hap
Cheng Man Tak
Noordin bin Hassan
Christopher Patrick Langley, OBE
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Ne Chen Duen
Phua Bah Lee
(Chairman and Managing Director)
(Deputy Chairman and Deputy Managing Director)
2. PRINCIPAL ACTIVITIES OF THE GROUP
The principal activity of the Company is that of an investment holding company.
The principal activities of the subsidiary companies in the Group consist of property development and investment, provision of
management services, trading in garments and accessories as well as restaurant operation. There have been no significant
changes in the nature of these activities during the financial year.
3. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
Except as disclosed in the “Share Options” section of this report, neither at the end of nor at any time during the financial year
was the Company a party to any arrangement, whose object was to enable the directors of the Company to acquire benefits
through the acquisition of shares in, or debentures of, the Company or any other body corporate.
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SUMMARY
DIRECTORS’
REPORT
4. DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES
(a) The interests of the directors holding office at the end of the financial year in the shares and share options of the Company
according to the register of the directors’ shareholdings were as follows:
Name of director
Holdings registered
in the name of director
As at
As at
1.7.2005
30.06.2006
Holdings in which a director
is deemed to have an interest
As at
As at
1.7.2005
30.06.2006
Ordinary shares
Cheng Wai Keung
Ne Chen Duen
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
–
–
–
300,000
514,000
275,000
350,000
–
–
–
300,000
634,000
255,000
340,000
282,383,816
282,381,150
85,551,203
–
–
–
–
284,960,816
282,381,150
85,551,203
–
–
–
–
Share options
Lee Kim Wah
Loh Soo Eng
600,000
240,000
600,000
120,000
–
–
–
–
(b) By virtue of Section 7 of the Companies Act (Cap. 50), Cheng Wai Keung and Edmund Cheng Wai Wing, who by
virtue of their interest of not less than 20% in the issued capital of the Company, are also deemed to have an interest
in the shares of the various subsidiary companies held by the Company.
(c) There is no change in any of the above-mentioned interest between 30 June 2006 and 21 July 2006.
5. DIRECTORS’ CONTRACTUAL BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a
contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a
company in which he has a substantial financial interest, except as disclosed in Note 4 to this summary financial statements.
6. SHARE OPTIONS
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”)
The 2001 Scheme was approved and adopted by its members at an Extraordinary General Meeting held on 31 August 2001.
The Share Option Scheme Committee of the Company has been designated as the committee responsible for the
administration of the 2001 Scheme. The Committee comprises the following members:
Mr Cheng Wai Keung
Mr Ne Chen Duen
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SUMMARY
DIRECTORS’
REPORT
6. SHARE OPTIONS (CONTINUED)
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) (Continued)
Pursuant to the 2001 Scheme, the full-time executives (including executive directors) of the Company or any of its
subsidiary companies or associated companies and non-executive directors of the Company are eligible to participate in
the 2001 Scheme. In addition, an executive or a non-executive director who is a controlling shareholder or his associate
as defined in the Listing Manual of the SGX-ST shall be eligible to participate in the 2001 Scheme if (a) his participation
in the 2001 Scheme and (b) the actual number of ordinary shares and the terms of the options to be granted have
been approved by shareholders of the Company in separate resolutions for each such person.
There were no share options granted to the controlling shareholders or their associates.
During the financial year, options were granted by the Company pursuant to the 2001 Scheme in respect of 1,805,000
ordinary shares in the Company, of which 120,000 options were granted to a director Mr Lee Kim Wah, and 1,685,000
options were granted to 68 executives of the Group. There were no share options granted at a discount to the market
price.
(b) The Wing Tai Holdings Limited Executives’ Share Option Scheme (the “1991 Scheme”)
The 1991 Scheme was approved by the members of the Company at the Extraordinary General Meeting held on 5
December 1991. The 1991 Scheme was terminated (without prejudice to the rights of holders of options in respect of
whose offers of the options have been granted) and replaced by the 2001 Scheme at the Extraordinary General Meeting
held on 31 August 2001. No option was granted under the 1991 Scheme during the financial year.
The 1991 Scheme is administered by a committee comprising 2 directors who are non-participants in the 1991 Scheme,
namely Mr Cheng Wai Keung and Mr Ne Chen Duen. Other than Mr Lee Kim Wah and Mr Loh Soo Eng, none of the other
directors of the Company participated in the 1991 Scheme. No controlling shareholder of the Company or his associate
participated in the 1991 Scheme.
(c) None of the participants of the 2001 Scheme and 1991 Scheme received 5% or more of the total number of options
available under the respective Scheme except for the following:
Name of participants
Options granted
during the financial year
No. of
Exercise
options granted
price ($)
Aggregate options since
commencement of the
Scheme to 30.06.2006
Options
Options
Options
granted
exercised
expired
Aggregate
options
outstanding
as at
30.06.2006
Directors of the Company
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2001 Scheme
Lee Kim Wah
Loh Soo Eng
120,000
–
1.43
–
600,000
360,000
–
240,000
–
–
600,000
120,000
1991 Scheme
Lee Kim Wah
Loh Soo Eng
–
–
–
–
960,000
960,000
468,000
468,000
492,000
492,000
–
–
SUMMARY
DIRECTORS’
REPORT
6. SHARE OPTIONS (CONTINUED)
At 30 June 2006, the following options to subscribe for 4,289,000 ordinary shares in the Company were outstanding:
Date of grant
1991 Scheme
31.10.2000
2001 Scheme
02.11.2001
05.11.2002
28.11.2003
19.11.2004
30.09.2005
Total
As at
01.07.2005
Number
of options
granted
Number
of options
exercised
Number
of options
forfeited
Number
of options
expired
As at
30.06.2006
Exercise
price ($)
Expiry date
1,005,000
1,005,000
–
–
508,000
508,000
15,000
15,000
482,000
482,000
–
–
1.379
30.09.2005
741,000
914,500
1,264,000
1,720,000
–
4,639,500
5,644,500
–
–
–
–
1,805,000
1,805,000
1,805,000
455,000
628,000
305,500
221,500
–
1,610,000
2,118,000
–
10,000
88,000
217,500
230,000
545,500
560,500
–
–
–
–
–
–
482,000
286,000
276,500
870,500
1,281,000
1,575,000
4,289,000
4,289,000
0.678
0.653
0.745
0.934
1.430
01.11.2011
04.11.2012
27.11.2013
18.11.2014
29.09.2015
There were no unissued shares of any subsidiary company under option as at the end of the financial year.
Except for the above, no other options were granted by the Company or any subsidiary company during the financial
year and there were no unissued shares under option at the end of the financial year.
7. AUDIT COMMITTEE
The Audit Committee consists of three non-executive independent directors. The members of the Committee are:
Phua Bah Lee (Chairman)
Boey Tak Hap
Lee Han Yang
The Audit Committee reviewed the Group’s accounting policies and system of internal controls on behalf of the board
of directors and performed the functions specified in Section 201B(5) of the Companies Act (Cap. 50). In performing its
functions, the Committee reviewed:
(a) the audit plans of the Company’s internal and external auditors and their evaluation of the system of internal controls arising
from their audit examinations;
(b) the scope and results of internal audit procedures; and
(c) the quarterly results and the full year consolidated financial statements of the Group for the financial year ended 30 June
2006 before their submission to the board of directors for approval and the auditors’ report on these financial statements.
The Audit Committee has nominated PricewaterhouseCoopers for re-appointment as auditors of the Company at the
forthcoming Annual General Meeting.
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SUMMARY
DIRECTORS’
REPORT
8. MATERIAL AND UNUSUAL ITEMS DURING AND AFTER THE FINANCIAL YEAR
The results of the operations of the Company and of the Group during the financial year have not been substantially affected
by any item, transaction or event of a material and unusual nature.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the financial year and the date of this report which would affect substantially the results of the operations
of the Company and of the Group for the financial year in which this report is made or render any item in the full financial
statements of the Company and the Group for the current financial year misleading or affect the ability of the Company and
the Group in meeting their obligations as and when they fall due.
The summary financial statement set out on pages 50 to 63 was approved by the board of directors on 18 September 2006
and was signed on its behalf by:
CHENG WAI KEUNG
Director
Singapore
18 September 2006
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NE CHEN DUEN
Director
AUDITORS’ STATEMENT
TO THE MEMBERS OF
WING TAI HOLDINGS LIMITED
We have examined the summary financial statement set on pages 50 to 63, which has been prepared by the directors.
In our opinion, the summary financial statement is consistent in all material respects with the full financial statements and Directors’
Report of Wing Tai Holdings Limited for the financial year ended 30 June 2006 from which they were derived and complies with
the requirements of Section 203A of the Companies (Amendment) Act 1995, and regulations made thereunder, applicable to a
summary financial statement.
We have issued an unqualified audit report dated 18 September 2006 on the full financial statements of Wing Tai Holdings Limited
and its subsidiary companies for the year ended 30 June 2006, which is as follows:
“AUDITORS’ REPORT TO THE MEMBERS OF WING TAI HOLDINGS LIMITED
We have audited the accompanying financial statements of Wing Tai Holdings Limited set out on pages # to # for the financial
year ended 30 June 2006, comprising the balance sheet of the Company and the consolidated financial statements of the
Group. These financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform
our audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the accompanying balance sheet of the Company and consolidated financial statements of the Group are properly
drawn up in accordance with the provisions of the Companies Act, Cap. 50 (“the Act”) and Singapore Financial Reporting
Standards so as to give a true and fair view of the state of affairs of the Company and of the Group at 30 June 2006 and
the results, changes in equity and cash flows of the Group for the financial year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.”
PRICEWATERHOUSECOOPERS
Certified Public Accountants
Singapore
18 September 2006
#
The page numbers are as stated in the Auditors’ Report dated 18 September 2006 included in Wing Tai Holdings Limited full
financial statements for the year ended 30 June 2006.
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SUMMARY
INCOME
STATEMENT
The Group
2006
2005
$’000
$’000
(restated)
Revenue
Cost of sales
Gross profit
Other gains (net)
281,569
(200,274)
81,295
13,804
4,640
Expenses
–
Distribution
–
Administrative
–
Other
(40,370)
(44,225)
(41,950)
(26,746)
(23,775)
(9,588)
Exceptional items
Operating profit
(1,534)
110,120
(7,412)
18,414
Finance costs
(40,297)
(36,640)
Share of results of associated companies and joint venture companies
Profit before tax
87,082
156,905
45,165
26,939
Income tax
Total profit
(21,163)
135,742
(1,583)
25,356
128,028
7,714
135,742
24,411
945
25,356
17.84
17.81
3.41
3.41
Attributable to:
Equity holders of the Company
Minority interests
Earnings per share attributable to the equity holders of the Company (cents)
Basic
Diluted
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889,258
(664,863)
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SUMMARY
BALANCE
SHEETS
The Group
The Company
2006
2005
$’000
$’000
(restated)
2006
$’000
2005
$’000
(restated)
308,538
76,686
23,717
1,851
1,056,906
–
17,234
16,925
1,501,857
138,075
48,228
5,577
–
943,375
230,000
16,417
12,549
1,394,221
168,425
383,226
–
1,874
–
–
9,514
1,278
564,317
37,858
409,843
–
–
–
–
1,167
5,527
454,395
238,701
7,774
–
371,749
89,870
417,970
117,328
1,243,392
233,870
3,853
–
455,971
91,605
297,103
99,689
1,182,091
660,293
3,793
253,392
–
–
–
90,533
1,008,011
687,260
3,793
132,366
121,026
–
–
91,818
1,036,263
2,745,249
2,576,312
1,572,328
1,490,658
104,786
246,368
11,732
362,886
122,579
170,335
5,369
298,283
212,516
50,000
2,275
264,791
181,025
100,000
1,813
282,838
861,347
7,444
251,695
1,120,486
1,029,451
1,777
245,308
1,276,536
275,000
158
77,029
352,187
200,000
158
74,660
274,818
Total liabilities
1,483,372
1,574,819
616,978
557,656
NET ASSETS
1,261,877
1,001,493
955,350
933,002
687,193
204,874
257,814
1,149,881
111,996
1,261,877
179,027
695,536
146,890
1,021,453
(19,960)
1,001,493
687,193
83,782
184,375
955,350
–
955,350
179,027
587,512
166,463
933,002
–
933,002
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Development properties
Investment property held for sale
Tax recoverable
Other current assets
Non-current assets
Trade and other receivables
Available-for-sale financial assets
Investments in subsidiary companies
Investments in associated companies
Investments in joint venture companies
Investment properties
Property, plant and equipment
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provision for current tax
Non-current liabilities
Borrowings
Deferred tax
Other non-current liabilities
EQUITY
Capital and reserves attributable
to the Company’s equity holders
Share capital
Share premium and other reserves
Revenue reserve
Minority interests
Total equity
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CONSOLIDATED
STATEMENT OF
CHANGES IN EQUITY
Attributable to equity holders of the Company
Share
Share
Asset revaluation
Revenue
capital
premium and other reserves
reserve
Total equity
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2005
Effect of adopting FRS 28
Effect of adopting FRS102
As restated
179,027
–
–
179,027
501,600
–
–
501,600
193,470
–
466
193,936
141,331
6,025
(466)
146,890
(19,960)
–
–
(19,960)
995,468
6,025
–
1,001,493
Effect of adopting FRS39
–
179,027
–
501,600
(5,922)
188,014
–
146,890
–
(19,960)
(5,922)
995,571
–
–
–
–
–
–
–
–
5,219
(41)
(12,646)
8,084
–
–
–
–
(605)
(41)
(1,006)
–
4,614
(82)
(13,652)
8,084
–
–
11,091
–
4,784
15,875
–
–
–
–
–
–
8,910
20,617
–
121
121
128,028
–
3,132
7,714
9,031
23,870
135,742
–
–
20,617
128,149
10,846
159,612
–
771
–
1,082
956
–
–
–
–
–
956
1,853
507,395
(502,682)
(4,713)
–
–
–
–
–
–
–
400
400
–
–
–
–
687,193
–
–
–
–
–
–
–
–
–
204,874
–
(17,225)
–
–
257,814
(5,590)
–
(16,280)
142,580
111,996
(5,590)
(17,225)
(16,280)
142,580
1,261,877
Revaluation surplus
Deferred tax debited to equity
Currency translation differences
Cash flow hedges
Share of capital reserves of
associated companies and
joint venture companies
Realisation of reserve upon sale
of investment property and
property, plant and equipment
Net gains recognised directly in equity
Net profit
Total recognised gains for
the financial year
Cost of share-based payment
Issue of shares
Transfer to Share Capital upon
commencement of Companies
(Amendment) Act 2005
Issue of shares by a subsidiary
company to its minority shareholder
Dividend paid by a subsidiary company
to the minority shareholder
Ordinary dividends paid
Liquidation of subsidiary company
Acquisition of a subsidiary company
Balance at 30 June 2006
PG
Minority
interests
58
CONSOLIDATED
STATEMENT OF
CHANGES IN EQUITY
Attributable to equity holders of the Company
Share
Share
Asset revaluation
Revenue
capital
premium and other reserves
reserve
Balance at 1 July 2004
As restated
Revaluation deficit
Deferred tax credited to equity
Currency translation differences
Share of capital reserves of
associated companies and
Net gains recognised directly in equity
Net profit
Total recognised gains for the
financial year
Cost of share-based payment
Issue of shares
Dividend paid by a subsidiary company
to its minority shareholders
Acquisition of a subsidiary company
Balance at 30 June 2005
Minority
interests
Total equity
$’000
$’000
$’000
$’000
$’000
$’000
178,943
–
–
178,943
501,455
–
–
501,455
141,604
–
74
141,678
124,961
9,048
(74)
133,935
14,183
–
–
14,183
961,146
9,048
–
970,194
–
–
–
–
–
–
(9,225)
397
(5,222)
–
–
–
–
–
4,698
(9,225)
397
(524)
–
–
–
–
–
–
65,916
51,866
–
–
–
24,411
599
5,297
945
66,515
57,163
25,356
–
–
51,866
24,411
6,242
82,519
–
84
–
145
392
–
–
–
–
–
392
229
–
–
–
179,027
–
–
–
501,600
–
–
–
193,936
–
(11,456)
–
146,890
(62)
–
(40,323)
(19,960)
(62)
(11,456)
(40,323)
1,001,493
PG
59
NOTES TO
THE SUMMARY
FINANCIAL STATEMENTS
1. GENERAL
The Company is incorporated in Singapore and the financial statements are expressed in Singapore dollars.
In 2006, the Group adopted the following new or revised Financial Reporting Standards (“FRS”):
FRS 1 (revised 2004)
FRS 102
FRS 103
FRS 105
Presentation of Financial Statements
Inventories
Accounting Policies, Changes in Accounting Estimates and Errors
Events after the Balance Sheet Date
Property, Plant and Equipment
Leases
The Effects of Changes in Foreign Exchange Rates
Related Party Disclosures
Consolidated and Separate Financial Statements
Investments in Associates
Interests in Joint Ventures
Financial Instruments: Disclosure and Presentation
Earnings per Share
Impairment of Assets
Financial Instruments: Recognition and Measurement
Share-based Payments
Business Combinations
Non-current Assets Held for Sale and Discontinued Operations
The adoption of the above new or revised FRS did not result in substantial changes to the Group’s accounting policies except
as disclosed below:
FRS 21 (revised 2004) The Effects of Changes in Foreign Exchange Rates
Translation differences on loans to subsidiary companies
Previously, translation differences on loans from the Company to its subsidiary companies which forms part of the Company’s
net investment in the subsidiary companies were included in the currency translation reserve of the Company. FRS 21 (revised
2004) requires these exchange differences of the Company to be recognised in the income statement of the Company.
This change was effected retrospectively and consequently affected the following previously reported balances as at 30 June 2005:
The Company
$’000
Increase/(decrease) in:
Currency translation reserve
Retained earnings
(16,426)
16,426
This change has no impact on the Group’s financial statements.
FRS 27 (revised 2004) Consolidated and Separate Financial Statements
Previously, there was no requirement for the presentation of minority interests within equity. FRS 27 (revised 2004) requires
minority interests to be presented with equity of the Group retrospectively.
FRS 28 (revised 2004) Investments in Associates
Previously, there was six months lag in equity accounting for certain associated companies. FRS 28 (revised 2004) requires the
difference between the reporting date of an associated company and that of the investor to be no greater than three months.
The Group has also applied this requirement to its investments in joint venture companies where equity method is applied.
PG
60
NOTES TO
THE SUMMARY
1. GENERAL (CONTINUED)
FRS 28 (revised 2004) Investments in Associates (Continued)
This change was effected retrospectively and consequently affected the following previously reported balances as at 30 June 2005:
The Group
$’000
Investments in associated companies
Investments in joint venture companies
Retained earnings
2,144
3,881
6,025
Share of results of associated companies and joint venture companies
(3,023)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
(0.42)
(0.42)
FRS 32 (revised 2004) Financial Instruments: Disclosure and Presentation and
FRS 39 (revised 2004) Financial Instruments: Recognition and Measurement
(a) Classification and consequential accounting for financial assets and financial liabilities
Under FRS 39 (revised 2004), the investments in equity interests of other companies are classified in the “available-for-sale
financial assets” and are initially recognised as fair value and subsequently measured to fair value at the balance sheet date
with all gains and losses other than impairment loss taken to equity. Impairment losses are taken to the income statement
in the period it arises. On disposal, gains and losses previously taken to equity are included in the income statement.
This change was effected prospectively from 1 July 2005 but it did not materially affect the balance sheet as at 1 July 2005.
(b) Accounting for derivative financial instruments and hedging activities
Cash flow hedge
The Group has entered into interest rate swaps to hedge the Group’s exposure to interest rate risk on its borrowings.
Under the interest rate swaps, the Group agreed with other parties to exchange, at specified intervals (mainly quarterly),
the difference between fixed rate and floating rate interest amounts calculated by reference to the agreed notional principal
amounts. Previously, the above-mentioned difference was taken to the income statement on an accrual basis. The excess
of fixed rate interest payables over floating rate interest receivables was recorded as current payables; the excess of floating
interest receivables over fixed rate interest payables was recorded as current receivables.
In accordance with FRS 39 (revised 2004), the effective portion of changes in the fair value of the interest rate swaps that
are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion
is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement
in the periods when the hedged item will affect the income statement.
The changes described above were effected prospectively from 1 July 2005 and consequently affected the following
balance sheet items as at 1 July 2005:
The
Group
$’000
The
Company
$’000
Increase in:
Derivative financial instruments
–
Current liabilities
(5,922)
(3,485)
Increase in:
Hedging reserve
(5,922)
(3,485)
The Group also entered into foreign currency contracts to hedge anticipated purchases. These contracts do not
qualify for hedge accounting and consequently, the changes in fair values of these contracts are included in the income
statement in the period it arises.
PG
61
NOTES TO
THE SUMMARY
1. GENERAL (CONTINUED)
(b) Accounting for derivative financial instruments and hedging activities (Continued)
Derivatives that do not qualify for hedge accounting
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately
in the income statement.
FRS 102 Share-based Payments
Previously, the provision of share options to employees did not result in any charge in the income statement. The Group and
Company recognised an increase in share capital and share premium when the options were exercised. On adoption of FRS
102, an expense is recognised in the income statement for share options issued with a corresponding increase in the share
option reserve.
This change was effected retrospectively for share options granted after 22 November 2002 and not yet vested by 1 July 2005.
Consequently, the following previously reported balances as at/for the financial year ended 30 June 2005 were adjusted.
The
Group
$’000
The
Company
$’000
Retained earnings
Share option reserve
(466)
466
(466)
466
Administrative expenses
392
392
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
0.05
0.05
2. DIVIDENDS
The Group
and The Company
2006
2005
$’000
$’000
First and final dividend on ordinary shares of 3 cents per share
less tax in respect of financial year ended 30 June 2005
First and final dividend on ordinary shares of 2 cents per share
less tax in respect of financial year ended 30 June 2004
17,225
–
–
17,225
11,456
11,456
The directors have recommended a first and final dividend in respect of the financial year ended 30 June 2006 of 3 cents
per share less tax amounting to a total of $17.2 million. The directors also recommended a special dividend in respect of the
financial year ended 30 June 2006 of 3 cents per share less tax amounting to $17.2 million. These financial statements do not
reflect the proposed dividends, which will be accounted for in the shareholders’ equity as an appropriation of revenue reserve
in the financial year ending 30 June 2007.
The proposed first and final dividend in respect of the financial year ended 30 June 2005 has been accounted for in the
shareholders’ equity as an appropriation of revenue reserve in the current financial year.
PG
62
NOTES TO
THE SUMMARY
3. RELATED PARTY TRANSACTIONS
In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions
between the Group and related parties took place during the financial year at terms agreed between the parties:
(a) Sales and purchases of goods and services
The Group
2006
2005
$’000
$’000
Purchases of goods by company related to a director
3,548
–
Commission income from:
–
associated companies
–
84
1,059
180
400
Management fees and service fees received from:
–
–
2,590
900
524
150
Management fees paid to an associated company
353
–
19
54
Reimbursement of administrative costs and service fees from:
–
–
615
–
1,932
34
Reimbursement of administrative costs and service fees to:
–
–
557
4
202
–
Financial, secretarial and administration fees received from:
–
–
30
156
50
153
Rental paid to an associated company
(b) Key management personnel compensation
Key management personnel compensation is as follows:
The Group
Salaries and other short-term employee benefits
Share options granted
2006
$’000
2005
$’000
7,619
90
7,709
5,143
52
5,195
Including in above, total compensation to directors of the Company amounted to $4,364,000 (2005: $2,856,000).
4. DIRECTORS’ INTEREST
The Group
2006
2005
$’000
$’000
Property management fees received from companies in which some
of the directors have a substantial interest
–
27
PG
63
NOTICE
OF ANNUAL
GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 42nd Annual General Meeting of the Company will be held at the Moor Room, Level 4,
Raffles City Convention Centre, Swissôtel The Stamford, 2 Stamford Road, Singapore 178882 on Thursday, 26 October 2006 at
10.30 a.m. to transact the following business:
AS ORDINARY BUSINESS
1.
To receive and adopt the Audited Accounts for the financial year ended 30 June 2006 and the Reports
of the Directors and Auditors thereon.
Resolution 1
2.
To declare a First and Final Dividend of 3 cents per share and a Special Dividend of 3 cents per share,
less 20% Singapore income tax for the financial year ended 30 June 2006.
Resolution 2
3.
To approve Directors’ fees for the financial year ended 30 June 2006.
Resolution 3
4.
(a) To note the retirement of Mr Christopher Patrick Langley who is retiring by rotation in accordance
with Article 107 of the Company’s Articles of Association. Mr Langley has decided not to seek
re-election.
(b) To re-elect the following Directors who are retiring in accordance with the Company’s Articles of
Association:
(i)
(ii)
Mr Cheng Wai Keung
Mr Boey Tak Hap
(Retiring under Article 107)
(Retiring under Article 107)
Resolution 4
Resolution 5
Mr Boey Tak Hap upon re-election as a Director of the Company, remains as a member of the Audit
Committee. Mr Boey will be considered independent for the purposes of Rule 704(8) of the Listing
Manual of the Singapore Exchange Securities Trading Limited.
5.
To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Directors to fix
their remuneration.
Resolution 6
AS SPECIAL BUSINESS
6.
To re-appoint the following Directors to hold office until the next Annual General Meeting pursuant to
Section 153(6) of the Companies Act (Chapter 50):
(a) Mr Phua Bah Lee
(b) Mr Lee Han Yang
Mr Phua Bah Lee, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain
as Chairman of the Audit Committee and will be considered independent for the purposes of Rule 704(8)
of the Listing Manual of the Singapore Exchange Securities Trading Limited.
(See Explanatory Note 1)
Mr Lee Han Yang, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain
as a member of the Audit Committee and will be considered independent for the purposes of Rule 704(8)
of the Listing Manual of the Singapore Exchange Securities Trading Limited.
PG
64
Resolution 7
Resolution 8
NOTICE
OF ANNUAL
GENERAL MEETING
7.
To consider, and if thought fit, to pass the following Ordinary Resolutions with or without modifications:
(a) “That pursuant to Section 161 of the Companies Act (Chapter 50), and the listing rules of the
Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the
Company to issue shares and convertible securities in the capital of the Company (whether by way of
rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for
such purposes as the Directors may in their absolute discretion deem fit, provided that:
(i)
the aggregate number of shares and convertible securities to be issued pursuant to this Resolution
does not exceed 50% of the Company’s issued share capital, of which the aggregate number of
shares and convertible securities to be issued other than on a pro rata basis to shareholders of
the Company does not exceed 20% of the Company’s issued share capital; and for the purpose
of this Resolution, the issued share capital shall be the Company’s issued share capital at the time
this Resolution is passed (after adjusting for new shares arising from the conversion of convertible
securities or share options on issue at the time this Resolution is passed and any subsequent
consolidation or subdivision of the Company’s shares), and
(ii)
unless revoked or varied by the Company in general meeting, the authority conferred by this
Resolution shall continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the Company is required by law
to be held, whichever is the earlier.”
(b) “That pursuant to Section 161 of the Companies Act (Chapter 50), approval be and is hereby given to
the Directors of the Company to exercise full powers of the Company to issue and allot shares in the
Company pursuant to the exercise of options granted in connection with or pursuant to the terms and
conditions of the Wing Tai Holdings Limited (2001) Share Option Scheme approved by Shareholders
of the Company in general meeting on 31 August 2001 and as may be amended from time to time
(the “2001 Scheme”) and, pursuant to the 2001 Scheme, to make and grant offers, agreements and
options which would or may require shares to be issued and allotted, whether during the continuance
of this authority or thereafter, upon such terms and conditions as the Directors may in their absolute
discretion deem fit.”
8.
Resolution 9
Resolution 10
To transact any other business that may be transacted at an Annual General Meeting of the Company.
By Order of the Board
Gabrielle Tan
Company Secretary
Singapore
3 October 2006
PG
65
NOTICE
OF ANNUAL
GENERAL MEETING
Notes:
1.
A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies
to attend and vote in his stead.
2.
A Shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote
on its behalf.
3.
A proxy need not be a Shareholder of the Company.
4.
The instrument appointing a proxy must be deposited at the registered office of the Company at 107 Tampines Road,
Singapore 535129 not less than 48 hours before the time fixed for holding the Meeting.
Explanatory Notes:
1.
The proposed Resolution 7 above, if passed, will authorise Mr Phua Bah Lee, who is over the age of 70, to continue in office
as a Director of the Company until the next Annual General Meeting of the Company.
2.
The proposed Resolution 8 above, if passed, will authorise Mr Lee Han Yang, who is over the age of 70, to continue in office
as a Director of the Company until the next Annual General Meeting of the Company.
3.
The proposed Resolution 9 above, if passed, will empower the Directors of the Company, from the date of the above Annual
General Meeting until the next Annual General Meeting, to issue shares and convertible securities in the Company. The
aggregate number of shares and convertible securities which the Directors may issue under this Resolution shall not exceed
50% of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be
issued other than on a pro-rata basis to existing shareholders shall not exceed 20% of the issued share capital of the
Company.
The percentage of issued share capital is based on the Company’s issued share capital at the time this proposed Resolution
is passed, after adjusting for (a) new shares arising from the conversion of convertible securities or share options on issue at
the time this proposed Resolution is passed; and (b) any subsequent consolidation or subdivision of shares.
4.
PG
66
The proposed Resolution 10 above, if passed, will empower the Directors of the Company, from the date of the above Annual
General Meeting until the conclusion of the next Annual General Meeting, to issue shares in connection with the 2001 Scheme
and to grant offers, agreements and options which would require shares to be issued. This authority is in addition to the
general authority to issue shares and convertible securities sought under Resolution 9.
SHAREHOLDING
STATISTICS
AS AT 8 SEPTEMBER 2006
SHARE CAPITAL
Issued and fully paid-up capital : S$687,193,477.79 divided into 718,227,602 ordinary shares
Voting rights
: 1 vote per share
DISTRIBUTION OF SHAREHOLDERS
Size of Shareholdings
No. of Shareholders
1 to 999
1,000 to 10,000
10,001 to 1,000,000
1,000,001 and above
Total
171
9,622
1,415
21
11,229
%
1.52
85.69
12.60
0.19
100.00
No. of Shares
49,909
35,657,002
43,792,294
638,728,397
718,227,602
%
0.01
4.96
6.10
88.93
100.00
TWENTY LARGEST SHAREHOLDERS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Name
No. of Shares
%
Wing Sun Development Private Limited
DBS Nominees Pte Ltd
Winlyn Investment Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
Citibank Nominees Singapore Pte Ltd
United Overseas Bank Nominees Pte Ltd
Raffles Nominees Pte Ltd
DBS Vickers Securities (Singapore) Pte Ltd
DBSN Services Pte Ltd
Nu Chan Sing Pte Ltd
Empire Gate Holdings Limited
OCBC Nominees Singapore Pte Ltd
Merrill Lynch (Singapore) Pte Ltd
UOB Kay Hian Pte Ltd
Winway Investment Pte Ltd
Chow Helen
Morgan Stanley Asia (Singapore) Securities Pte Ltd
Oversea Chinese Bank Nominees Pte Ltd
DB Nominees (Singapore) Pte Ltd
Phillip Securities Pte Ltd
Total
202,032,264
94,130,791
66,106,760
63,205,321
55,281,649
28,651,275
26,002,375
22,196,666
19,235,017
16,666,666
11,017,793
9,717,438
5,006,876
4,951,833
3,208,333
2,595,666
2,375,341
2,347,833
1,568,000
1,263,834
637,561,731
28.13
13.11
9.20
8.80
7.70
3.99
3.62
3.09
2.68
2.32
1.53
1.35
0.70
0.69
0.45
0.36
0.33
0.33
0.22
0.18
88.78
PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC
As at 8 September 2006, approximately 52.11% of the issued ordinary shares of the Company are held by the public. Rule 723 of
the Listing Manual of the Singapore Exchange Securities Trading Limited has accordingly been complied with.
PG
67
SHAREHOLDING
STATISTICS
AS AT 8 SEPTEMBER 2006
SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS
Name
Cheng Wai Keung
Christopher Cheng Wai Chee
Edward Cheng Wai Sun
Ne Chen Duen
Liu Hing Yuen, Patricia @ Liu Pui Yuk
Deutsche Bank International Trust Co. (Cayman) Limited
Deutsche Bank International Trust Co. (Jersey) Limited
Wing Sun Development Private Limited
Wing Tai Asia Holdings Limited
Winlyn Investment Pte Ltd
Terebene Holdings Inc
Nu Chan Sing Pte Ltd
HSBC Holding plc
1
2
3
4
5
6
7
8
PG
68
Interest (No. of Ordinary Shares)
284,960,8161
282,381,1502
279,279,3173
279,156,8174
85,551,2037
85,566,2037
279,156,8174
279,156,8174
202,032,264
213,050,0575
66,106,760
66,106,7606
85,551,2038
37,870,113
Includes 282,365,150 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd,
Winway Investment Pte Ltd and Empire Gate Holdings Limited and 2,595,666 shares beneficially held by Mdm Chow Helen.
Includes 282,365,150 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd,
Winway Investment Pte Ltd and Empire Gate Holdings Limited and 16,000 shares beneficially held by Mrs Kit Heng
Wong-Cheng.
Includes 279,156,817 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd
and Empire Gate Holdings Limited and 122,500 shares owned by a nominee, DBS Vickers Securities (S) Pte Ltd.
Includes 279,156,817 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd
and Empire Gate Holdings Limited.
Includes 213,050,057 shares beneficially owned by Wing Sun Development Private Limited and Empire Gate Holdings
Limited.
Shares beneficially owned by Winlyn Investment Pte Ltd in which Terebene Holdings Inc is deemed to have an interest.
Includes 85,551,203 shares beneficially owned by Winlyn Investment Pte Ltd and Nu Chan Sing Pte Ltd.
Includes 66,106,760 shares beneficially owned by Winlyn Investment Pte Ltd and 2,777,777 shares owned by a nominee,
Citibank Nominees Singapore Pte Ltd.
(Incorporated in the Republic of Singapore)
Company Registration No. 196300239D
PROXY FORM
IMPORTANT
1. For investors who have used their CPF monies to buy shares of Wing Tai
Holdings Limited, this Report is sent to them at the request of their CPF
Approved Nominees and is sent solely FOR INFORMATION ONLY.
2. This proxy form is not valid for use by CPF investors and shall be ineffective
for all intents and purposes if used or purported to be used by them.
I/We, ____________________________________________________________________________________________________________
of ______________________________________________________________________________________________________________
being a Shareholder(s) of Wing Tai Holdings Limited (the “Company”), hereby appoint:
Name
Address
NRIC/Passport Number
Proportion of Shareholdings
No. of Shares
%
and/or (delete as appropriate)
as my/our proxies, to vote for me/us on my/our behalf and, if necessary, to demand a poll at the 42nd Annual General Meeting of
the Company to be held on Thursday, 26 October 2006 at 10.30 a.m. at the Moor Room, Level 4, Raffles City Convention Centre,
Swissôtel The Stamford, 2 Stamford Road, Singapore 178882 and at any adjournment thereof.
I/We have indicated with an “X” in the appropriate box below how I/we wish my/our proxies to vote. If no specific direction as to
voting is given, my/our proxies may vote or abstain at his/her discretion.
To be used
on a show of hands
For
Resolution
Resolutions relating to:
1.
Adoption of Directors’ Report and Accounts
2.
Declaration of First and Final Dividend and Special Dividend
3.
Approval of Directors’ fees
4.
Re-election of Mr Cheng Wai Keung
5.
Re-election of Mr Boey Tak Hap
6.
Re-appointment of PricewaterhouseCoopers as auditors
and to authorise the Directors to fix their remuneration
7.
Re-appointment of Mr Phua Bah Lee
8.
Re-appointment of Mr Lee Han Yang
9.
Authority to issue shares and convertible securities
pursuant to Section 161 of the Companies Act (Chapter 50)
10.
Authority to offer and grant options and to issue
shares in accordance with the provisions of Wing
Tai Holdings Limited (2001) Share Option Scheme
Dated this _________________ day of _____________________ 2006.
Against
To be used
in the event of a poll
Number of
Votes For
Number of
Votes Against
Number of shares held
___________________________________________________________
Signature(s) of Shareholder(s)/Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF
PG
69
PROXY FORM
Notes:
1.
A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies
to attend and vote in his stead. Such proxy need not be a Shareholder of the Company and where there are two proxies, the
proportion of shareholdings to be represented by each proxy must be stated.
2.
This instrument appointing a proxy or proxies must be signed by the appointor or his/her duly authorised attorney. Where this
instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or
under the hand of its attorney or a duly authorised officer.
3.
A body corporate Shareholder may also appoint an authorised representative or representatives in accordance with Section 179
of the Companies Act (Chapter 50) to attend and vote for and on behalf of such body corporate.
4.
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act (Chapter 50), you should insert that number of shares. If you
have shares registered in your name in the Register of Members of the Company, you should insert that number of shares.
If you have shares entered against your name in the Depository Register and registered in your name in the Register of
Members, you should insert the aggregate number of shares. If no number is inserted, this instrument appointing a proxy
or proxies will be deemed to relate to all the shares held by you.
5.
This instrument appointing a proxy or proxies, duly executed, must be deposited at the Registered Office of the Company at
107 Tampines Road, Singapore 535129 at least 48 hours before the time fixed for holding the Meeting.
6.
Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney
or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of
proxy, failing which the instrument may be treated as invalid.
General
The Company shall be entitled to reject this instrument appointing a proxy or proxies if it is incomplete, improperly completed,
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified
in this instrument appointing a proxy or proxies. In addition, in the case of Shareholders whose shares are deposited with
The Central Depository (Pte) Limited (“CDP”), the Company may reject any instrument appointing a proxy or proxies lodged
if such Shareholders are not shown to have shares entered against their names in the Depository Register 48 hours before
the time fixed for holding the Meeting as certified by CDP to the Company.
PG
70
REQUEST FORM
3 October 2006
Dear Shareholder
This is a copy of the Chairman’s Statement and Summary Financial Statement (“Summary Report” or “SR”) of Wing Tai Holdings
Limited for the financial year ended 30 June 2006. The Summary Report contains a review of the Group for the year ended
30 June 2006. It also contains a summary of the audited financial statements of the Company and the Group. We will be
sending you a copy of the Summary Report for so long as you are a shareholder of Wing Tai Holdings Limited, unless you
indicate otherwise.
The full financial statement of the Company and the Group for the year ended 30 June 2006 are set out in a separate report
called Annual Report (“AR”). This report is available to all registered shareholders of Wing Tai Holdings Limited at no cost
upon request.
We will need to know which shareholders wish or do not wish to receive the SR and the AR. Therefore, we would appreciate
if you could complete this request slip and return it to Wing Tai Holdings Limited by 17 October 2006 if you want to receive
a copy of the AR. By failing to respond, we will take it that you do not wish to receive copies of the AR for the financial year
ended 30 June 2006 and for so long as you are a shareholder. However, you may register or change your request for future
financial years.
Yours faithfully
For and on behalf of
Wing Tai Holdings Limited
Gabrielle Tan
Company Secretary
REQUEST SLIP
To Wing Tai Holdings Limited
N.B. Please tick only one box. Incomplete forms will not be processed.
Please send me/us a copy of the Annual Report in addition to the Summary Report for the financial year ended
30 June 2006 and for so long as I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We do not wish to receive the Summary Report or the Annual Report for so long as I/we am/are a shareholder
of Wing Tai Holdings Limited.
Name(s) of Shareholder(s):_________________________________________________________________________________________
NRIC/Passport number(s):___________________________________ CDP Securities Account No.*:____________________________
Address:________________________________________________________________________________________________________
_________________________________________________________ Postcode:_____________________________________________
Signature:________________________________________________ Date:__________________________________________________
* This is only applicable if your shares in Wing Tai Holdings Limited are registered with The Central Depository (Pte) Limited.
PG
71
1ST FOLD
2ND FOLD
Postage will be
paid by addressee.
For posting in
BUSINESS REPLY SERVICE
PERMIT NO. 05214
The Registrar
Wing Tai Holdings Limited
(Tricor Barbinder Share Registration Services)
8 Cross Street #11-00
PWC Building
Singapore 048424
PG
72
3RD FOLD AND GLUE OVERLEAF. DO NOT STAPLE.
Singapore only.
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KAREN
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MILLEN
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Reaching New Heights - Wing Tai Holdings Limited

Transcription

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