NOTES TO ThE fiNaNCial STaTEmENTS

Transcription

wing tai holdings limited
Newer Heights,
Bolder Strides
annual report
07
CONTENTS
02
06
Chairman’s Message
Every Home
Has a Story
timeless. exclusive. modern lifestyle
investment. Contemporary city rhythm
without the blues.
14
Be Our Guest
18
Tog Sense
24
Year In Year Out
Superb Location. Premium Hospitality.
Experience The Comforts of Home in
A Different City.
Stylish and inspirational. revel in the
finest threads. Seriously classy and
versatile.
corporate data.28
board of directors.29
key management staff.33
corporate governance.34
financial reports.41
SINGA PORE
MALAY SIA
Wing Tai Holdings Limited
3 Killiney Road
#10-01 Winsland House I
Singapore 239519
DNP Holdings Berhad
Tel: (65) 6280 9111
Fax: (65) 6736 3486
107 Tampines Road
Singapore 535129
Tel: (65) 6309 1200
Fax: (65) 6343 0021
www.wingtaiasia.com.sg
CHINA
Jiaxin (Suzhou) Property
Development Co., Ltd
8/F Blk 1A Singa Plaza
No 8 Jinji Hu Road
Suzhou Industrial Park
PRC 215021
Tel: (86) 512 6761 2128
Fax: (86) 512 6761 9098
www.wingtaiasia.com.cn
HONG K ONG
Kuala Lumpur
5 Jalan SS23/11
Taman SEA
47400 Petaling Jaya
Selangor Darul Ehsan
Malaysia
Tel: (603) 7806 3211
Fax: (603) 7806 3380
25-3A Jalan SS23/11
Taman SEA
47400 Petaling Jaya
Selangor Darul Ehsan
Malaysia
Tel: (603) 7880 9381/82
Fax: (603) 7880 9380
Penang
166-A Rifle Range Road
11400 Penang Malaysia
Tel: (604) 828 7291
Fax: (604) 828 3998
www.wingtaiasia.com.my
USI Holdings Limited
Suite 3103
9 Queen’s Road Central
Hong Kong
Tel: (852) 2525 9798
Fax: (852) 2801 4302
www.usi.com.hk
Holding court in Draycott 8 is a
17,000 sq ft award-winning 2storey colonial clubhouse. This
beautifully conserved bungalow
houses modern facilities such
as an exclusive wine cellar, cigar
terrace, Japanese onsen and topnotch concierge service.
chairman’s message
Chairman’s
Message
The Singapore economy grew strongly by 7.6% in the first half of 2007 and is expected to achieve a
growth of 7.0% to 8.0% for the full year. The Singapore property market sentiment continues to be
positive and demand for residential projects has remained strong. Asia is growing at an accelerated
pace; with the rapid development of emerging markets led by the growth of China in particular, we
continue to see good opportunities in the region’s real estate and retail sectors.
Delivering Shareholder Value
The Group achieved a revenue of S$981.6 million for the
current financial year ended 30 June 2007. This represents
an increase of 10% from the S$889.3 million in the previous
year. This increase is brought about by the higher contribution
from the development properties as more property units
were sold in Draycott 8, Kovan Melody, The Light at Cairnhill
and Amaryllis Ville.
The Group’s operating profit for the current year is S$421.9
million, an increase of S$311.7 million over the previous year.
The current year’s operating profit includes the fair value gains
of S$189.0 million on investment properties. The fair value
gains were taken into account in the income statement as a
result of the early adoption of the new Financial Reporting
Standard (FRS) 40 Investment Property. Excluding these
gains, the Group’s operating profit still rose by a healthy 112%
to S$232.9 million in the current year, largely due to profits
recognised from the sale of residential property units.
The Group’s net profit attributable to shareholders for the
current year is S$381.8 million. This represents an increase
of 198% over the net profit of S$128.0 million recorded in
the previous year.
The Group’s net gearing ratio has been reduced to 0.4 times
as at 30 June 2007 from 0.7 times as at 30 June 2006. This
has been brought about by the cash generated from the sale
of residential property units and the increase in the Group’s
net asset value in the current year.
As a result of the improved performance, the Board of Directors
have recommended a first and final cash dividend of 3 cents
per share less tax and a special cash dividend of 5 cents per
share less tax. In addition, to utilise the Company’s section
44 balance, the Board has proposed a special rights dividend
of 25 cents per share less tax and a 1-for-10 Rights Issue of
up to 72.2 million new ordinary shares at an issue price of
S$2.05 for each rights share.
Sustainable Performance
Several new and strategically located residential developments
in Singapore viz. The Riverine by the Park and Casa Merah,
were fully subscribed within a month of their releases. We
shall be releasing more new residential developments located
in the prime districts in the coming year, including Helios
Residences along Cairnhill Circle, L’Viv on Newton Road and
Belle Vue Residences on Oxley Walk. With the acquisition
of additional freehold, prime residential sites viz. the former
Ardmore Point site and the former Anderson 18 site, the Group’s
residential development portfolio in Singapore has reached
1 million square feet in combined gross floor area.
New projects in Malaysia also progressed well. The Meritz,
launched in January 2007, was fully sold. A luxury condominium
along Jalan Ceylon is also targeted for launch. DNP Holdings
Berhad holds about 10.8 million square feet in gross floor
area of landbanks in Kuala Lumpur and Penang.
VisionCrest Residence is an urban oasis nestled next to the picturesque Fort Caning Park and the beautifully restored House of
Tan Yeok Nee.
In May 2007, we created a development and investment
real estate platform to inject equity totaling US$450 million
to invest in approximately US$1 billion worth of projects in
China. We are leading the consortium in identifying business
opportunities and managing the venture and its assets; our
international partners are SEB Immobilien-Investment GmbH
from Germany, Forum Partners from the United States and
the Eilam Group Ltd from Israel.
Our portfolio of investment properties through Lanson Place
serviced apartments in Singapore, Malaysia, Hong Kong
and China, continued to perform strongly and to achieve
consistently high occupancies averaging above 90%
through the year. Benefiting from rising demands for office
space, healthy occupancies of over 90% were achieved in
Singapore for Winsland House I, Winsland House II, and
Burlington Square.
Our retail arm expanded to achieve S$208 million in revenue
under management in the current year. This represents a
growth of 28% as compared to last year. As of August 2007,
we have 18 brands in over 160 outlets throughout Singapore
and Malaysia.
Helios Residences allures with close proximity to
Singapore’s prime retail and entertainment hub, cosying
up to the lush greens of the Cairnhill enclave.
Wing Tai Retail won several awards in the past year for its
management and service excellence. We will continue to
increase synergies across our business lines to achieve
brand success, like the repositioning of G2000 in May 2007.
We shall continue to expand our business to seize growth
opportunities in the retail sector; several new brands are in
the pipeline for the coming year.
Restructuring
During the year, through a restructuring exercise, USI Holdings
Limited acquired the Group’s 27.7% interest in Winsor
Properties Holdings Limited in exchange for new shares
issued by USI Holdings and Winsor Properties becomes
a subsidiary of USI Holdings. After the restructuring, the
Group’s interest in USI Holdings increased from 21.0% to
31.8% and USI Holdings has become the Group’s flagship
company in Hong Kong.
Building Brand
WingTai Asia continues to deliver premier developments, quality
products and attention to detail services to customers. As
we expand across Asia, we shall continue to leverage on our
brand and engage in corporate citizenry activities to enhance
our corporate image and reputation in the communities where
we do business.
chairman’s message
Lanson Place Residences and Lanson Place Hotel extend their trademark premium
hospitality across Singapore, Kuala Lumpur, Hong Kong, Shanghai, and most recently,
Beijing.
G2000 is for living, working, flirting and succeeding. Reflecting the latest fashion trends in Europe,
with quality fabrics at affordable prices.
Board Movement
“The Group’s operating profit for the
current year is S$421.9 million, an
increase of S$311.7 million over the
previous year.”
We welcome Mr Paul Tong Hon To who joined us as NonExecutive Director in August 2007. We bade farewell to Mr
Christopher Patrick Langley, OBE and Mr Ne Chen Duen who
retired in October 2006 and August 2007, respectively. On
behalf of the Board, I thank Christopher and Chen Duen for
their contributions to the Board over the years.
Recognising Contributions
I thank my fellow Board members for their invaluable insights
and guidance to the Group. I also commend our management
and staff for their passion, dedication and integrity, without
whom the strong results this past year could not be achieved.
Finally, I thank our many stakeholders, including shareholders,
customers, bankers, and business partners, for their continued
support of the Group.
Cheng Wai Keung
Chairman
28 September 2007
every
home
has a story
property
timeless. exclusive.
modern lifestyle investment.
Contemporary city rhythm without the blues.
A major architectural icon in
the Orchard Road area, the
Helios Residences will be a
beacon of style and luxury.
property
Property
The Riverine by the Park, sited in the greater Marina Bay
area, overlooks a cityscape framed by palm trees, where
a new vista unfolds with each sunset.
Singapore
S i n g a p o r e r e s i d e n t i a l p r o p e r t y m a r ke t a c h i e ve d
unprecedented benchmark prices, especially in the highend luxury sector. Strong demand for high-end residential
homes was attributed to strong economic fundamentals and
tremendous growth in the various sectors of the economy,
particularly wealth and financial services. According to
Urban Redevelopment Authority (URA), some 11,147 new
homes were sold in 2006, outstripping the sales of 8,955
new homes in 2005.
Riding the upside of the market, the Group recorded strong
performance in its sale of 1,300 units with a total sales value
of approximately S$1.8 billion in the current year. The Group
made its mark in developing distinctive, prime, luxury homes in
districts 9, 10 and 11, through innovative lighting, landscaping
and design approaches that catered to mid- to high-end
market homebuyers. We were awarded the prestigious URA
Architectural Heritage Award 2006 for the conservation of
the 2-storey building for Draycott 8 clubhouse.
Luxury developments like Draycott 8, The Light at Cairnhill
and The Grange were fully sold. VisionCrest Residence, an
exclusive 265-unit freehold development near the Dhoby
Ghaut MRT Interchange Station, continue to register robust
sales with close to 90% of units subscribed.
Kovan Melody, a residential development comprising 778
units was completed with Temporary Occupation Permit
obtained in December 2006. All units were taken up by end
March 2007.
In April 2007, Casa Merah, a suburban joint venture project
was officially launched. With its convenient location next to
the Tanah Merah MRT Station, the 556-unit condominium
development received overwhelming response from homebuyers,
with all units fully sold within a month from launch.
Helios Residences, Wing Tai’s latest freehold development
along Cairnhill Circle also registered strong interests among
homebuyers. Cradled amongst 7-storey lush vines and
incorporating a unique Tree Top Recreation Deck soaring 4
levels above ground, more than 70 units of this development
have been sold to date.
In August 2006, the Group purchased the freehold site at
398 Kallang Road, which was later named The Riverine by
the Park. The 96-unit luxury development located besides
the Kallang Riverside Park registered strong interest among
homebuyers, with all units fully sold in an exclusive preview
exercise in April 2007.
“Going forward, the Group expects to continue to
benefit from a tight office rental market, with further
enhancement in the value of office assets.”
Malaysia
The Group’s property business activities in Malaysia were
conducted through DNP Holdings Berhad, its subsidiary
company listed on Busa Malaysia Securities Berhad.
The Meritz, a luxury 31-storey serviced residences tower
comprising 110 units of 2- and 3-bedroom apartments, was
launched in January 2007. It is strategically located within
the heart of Kuala Lumpur’s Golden Triangle, a 3-minute
walk to KLCC (Kuala Lumpur City Centre) Twin Towers and
Suria KLCC and LRT station. Construction of The Meritz,
fully sold, would complete by end 2007.
With plans to develop the Menara DNP site into an iconic
residential tower designed by well known French Architect,
Ateliers Jean Nouvel, planning submissions are pending
approval from the Authorities. The Menara DNP site is
located along Jalan Ampang and is directly opposite the
KLCC Twin Towers.
The Tomlinson is a striking synthesis of granite and glass, unlike any residence in Singapore.
This architectural tour de force is dramatically illuminated at night.
The Group continued to seek opportunities to enhance its
land portfolio with prime site acquisitions viz. Ardmore Point
in Ardmore Park, with a land area of 60,534 square feet was
acquired in October 2006; Anderson 18 on Anderson Road,
with a land area of 112,098 square feet, was also acquired
with a joint venture partner in January 2007.
The Bukit Ceylon site, along Jalan Ceylon and off Jalan
Raja Chulan, was purchased in 2005 to be developed into
a residential condominium. The site is strategically located
within walking distance to the bustling commercial area of
Jalan Raja Chulan, yet close to the Bintang Walk shopping
area and entertainment hub. The development will be designed
by well-known Australian architectural firm, Guida Moseley
Brown (GMB) Architects. Planning approvals were obtained
and piling works commenced in June 2007. The sales launch
was tentatively scheduled for 2nd quarter 2008.
Singapore office market continued to enjoy robust rental
growth, with demand driven primarily by banking and financial
institutions, logistics and IT companies. Further rental upside
is expected with office supply remaining tight over the next 2
to 3 years. Winsland House I, Winsland House II and Burlington
Square enjoyed high occupancies averaging above 90%.
Sale of VisionCrest Commercial block and The House of Tan
Yeok Nee was effected in January 2007.
Sering Ukay, located off Middle Ring Road II, Hulu Kelang,
is a landed scheme of 125 acres of freehold land, only 9 km
from the KLCC. Phase 1 consisting 176 units of 2 and 21/2storey terrace houses was soft launched in September 2005.
Of the 153 units released, 144 units were taken up showing
strong response from buyers. Construction works of Phase
1 will be completed by September 2007. Show units of Phase
2 consisting 195 units were ready in August 2007.
Going forward, the Group expects to continue to benefit
from a tight office rental market, with further enhancement
in the value of office assets.
10
property
The Meritz, a luxury 31-storey serviced residences tower comprising 110 units and just three
minutes walk from the KLCC Twin Towers, is fully sold.
left & above Sering Ukay is a landed scheme of 125 acres of freehold land – only 9 km from
the iconic KLCC.
The Jalan U-Thant site, located in the quiet and affluent area of
Ambassador Row, was acquired in May 2007. The site will be
redeveloped into a high-end condominium; planning submissions
will be made to the Authorities in September 2007.
In Johor Bahru, piling works for Phase 2 of Plaza DNP were
completed in May 2006. Located within the commercial
district of Johor Bahru city, the development was approved
as a 38-storey residential tower.
“Strong demand for high-end residential
homes was attributed to strong
economic fundamentals and tremendous
growth in the various sectors of the
economy, particularly wealth and
financial services.”
In Penang, Phase 3 of Taman Seri Impian consisting 2storey terrace houses with an overall land area of 45 acres,
was 85% completed. There were also 3 smaller on-going
projects of semi-detached and bungalow units, namely The
Sentinelle Watch, Sentinelle Garden and Gems Garden in
Penang. Mirage Boulevard, a new 56-acre mixed housing
development project, will be launched in 2007.
11
The Lakeside in Suzhou, China is an exclusive residential development that sits next to the scenic
Jinji Lake – China’s biggest city lakeside park in Suzhou Industrial Park.
Smack in the heart of the China-Singapore Suzhou Industrial Park, The Lakeview is one
of Suzhou’s most upmarket, in-demand residential projects. As the name suggests, The
Lakeview peers over the mirror-like Jinji Lake. The construction of Phase 2 is currently
underway.
China
Outlook for China is positive with its Gross Domestic Growth
averaging more than 10% in the last three years. The Group
continues to extend its presence in China.
New partnerships were formed for sustainable growth.
In May 2007, the Group formed a consortium with three
international partners viz. SEB Immobilien-Investment GmbH
from Germany, Forum Partners from the United States and
the Eilam Group Ltd from Israel, to inject equity totaling
US$450 million to invest in approximately US$1 billion worth
of projects in China.
Kicking off the activities of the consortium, in September
2007 the Group formed a joint venture company with China’s
Chengdu Jinli (Group) Co. Ltd. to develop a real estate
project located in the prime district of Chengdu, the capital
of Sichuan Province, with a total investment of approximately
RMB 800 million (S$160 million). When completed, the mixed
development project will offer new opportunities for city living
with hotels/serviced apartments, residential, office and retail
spaces, and be among the tallest buildings in the city.
Up until May 2007, the Group’s property investment in Suzhou
was mostly conducted through its subsidiary company Jiaxin
(Suzhou) Property Development Co., Ltd. The Lakeview,
comprising 453 apartment units is a high-end residential
project in the heart of the China-Singapore Suzhou industrial
Park with a panoramic view of the beautiful Jinji Lake. The
12
Phase 1 launch was well received by homebuyers and
investors, with 96% of the first batch comprising 101 units
fully sold. The second batch comprising 12 units will be
launched during the second half of 2007. Work on Phase 2
has commenced with a launch expected in 2008.
A stone’s throw away from the western bank of Jinji Lake is
The Lakeside, another high-end residential development with
beautiful landscapes and top- class clubhouse services and
facilities. In Phase 1, 98% of the 64 apartments were taken up.
All the 20 villas and 4 out of 5 townhouses were sold as prices
continue to escalate. Construction on Phase 2, comprising 4
luxury apartment blocks of 84 units, will start in the second
half of 2007 and is scheduled for launch in 2008.
Hong Kong
The Group’s property interests in Hong Kong were represented
by investments in the USI Holdings Group, listed on the Stock
Exchange of Hong Kong.
The Grandville, an exclusive development in Shatin pre-sold
at end 2004, was completed in second half 2006. The project
had received positive market response, with all remaining
units of The Grandville fully sold by end 2006.
The Giverny, a luxury villa development in Hebe Haven, Sai
Kung, was launched in October 2005 and continue to attract
keen interest from homebuyers and investors.
property
The Giverny in Hong Kong is a high quality residence project perched on a verdant peninsula overlooking beautiful
Hebe Haven.
Twin-tower office building in Hong Kong, designed by world
renown firm Arquitectonica International, offering grade-A office
space by 2008.
“The Grandville, an exclusive development
in Shatin pre-sold at end 2004, was
completed in second half 2006. The
project had received positive market
response, with all remaining units of The
Grandville fully sold by end 2006.”
In another development, the twin-tower office development at
102 How Ming Street in Kwun Tong, providing 1.2 million square
feet of Grade-A office space, commenced superstructure
construction work in April 2007 and is scheduled for completion
in second half 2008.
Another residential development project, 157 Argyle
Street provides about 90,000 square feet of floor space.
This is 80% owned by USI Holdings and is scheduled for
completion in 2009.
Jakarta, Indonesia
In end 2006, two memoranda of agreements were signed with
partner developers in Hong Kong to jointly develop 2 pieces
of land situated at Tai Po Town Lot Nos. 187 and 188, Pak
Shek Kok, Tai Po. USI Holdings had 15% interest on each
MOA, with attributable floor area of 165,000 square feet.
USI Holdings’ first foray into office and retail sectors in Hong
Kong started with the acquisition of the former Bank of East
Asia Building in 2005, which was later named W Square.
Situated at 314-324 Hennessy Road, Wanchai, renovation
work of the mixed development was due for completion in
December 2007.
USI Holdings’ industrial buildings, namely the Shui Hing Centre
and Unimix Industrial Centre, reported high occupancy rates
of around 90%. These continue to generate stable rental
income for the Group.
In Jakarta, the 173,085
square-foot site located
at the junction of Jalan
Rasuna Said and Jalan
Casablanca (in the Golden
Triangle of Jakarta), will be
developed into a 200-unit
high-end condominium.
The project is presently
in the design stage.
New high-end condominium planned, in
the Golden Triangle of Jakarta designed by
Arquitectonica International.
13
be our
guest
hospitality
Superb Location. Premium Hospitality.
Experience The Comforts of Home in A Different City.
14
15
Lanson Place Winsland,
Singapore
16
hospitality
Hospitality
The Group has also extended its high standards of quality and attention-to-detail hospitality services
to develop and manage the Lanson Place chain of serviced residences. Lanson Place Residences and
Lanson Place Hotels are currently represented in Singapore, Kuala Lumpur, Hong Kong, Shanghai
and, most recently, in Beijing. In view of continued demand for high-end serviced apartments in the
region, the Group aims to seize opportunities to expand its presence in existing markets, and in more
gateway cities in Southeast Asia.
In Singapore, Lanson Place Winsland continued to report high
occupancy rate of 95% as of June 2007. In Kuala Lumpur,
Lanson Place Ambassdor Row has achieved current high
occupancy rate of 95%, while Lanson Place Kondominium
8 held its leading position in the Ampang area with a high
occupancy rate of 97% in first half 2007.
Since its opening in March 2006, Lanson Place Hotel at 133
Leighton Road became Hong Kong’s first member of “Small
Luxury Hotels of the World”. It also won the prestigious
“Boutique Hotel of the Year in the SCMP/Harper’s Bazaar
Style Awards” in early 2007. Occupancy rate was high at
86% as of June 2007 despite it being operational for just
over a year.
In Shanghai, Lanson Place Jinlin Tiandi Residences had been
recognised as a leading serviced residences in Shanghai
in terms of quality and service, achieving high occupancy
rate of 95%.
Construction of Lanson Place Central Park Residences in
Beijing was substantially completed with remaining interior
works in progress. The opening of the property was targeted
for 2nd quarter 2008. As the number of expatriates increased
in China, the Group expects strong demand for high-end
service apartments and continues to seek opportunities for
expansion in the various Chinese cities.
Lanson Place Residences exemplify the kind of charming homeliness, cool amenities and heartwarming service that, once tasted, will have residents coming back for more.
17
tog
sense
retail
+ lifestyle
Stylish and inspirational.
revel in the finest threads.
Seriously classy and versatile.
18
19
Warehouse is one of UK’s marquee
fashion brands, catering to chic
twenty-somethings in the UK,
Ireland, USA, Germany, Cyprus,
Middle East and now Singapore.
Sumptuous fabric that looks right
at home at The Tomlinson.
20
retail + lifestyle
Retail +
Lifestyle
G2000 is all about modern
living, with endless options
to suit the occasion and
capture the mood of the
discerning dresser. Quality
cuts and friendly price tags
for the working class.
In Singapore, the Group has a portfolio of 17 brands across
123 shops and is now a specialty chain stores retailer, with
fashion retail as its core earnings driver.
Several new brands were introduced in the year, including
Pumpkin Patch for children’s wear from New Zealand; Ben
Sherman for designer menswear from the UK; Diva for fashion
jewellery from Australia and Charles Tyrwhitt for men’s tailored
shirting from Jermyn Street, London, UK.
In March 2007, several fashion brands, namely Topshop/
Topman, Miss Selfridge, Ben Sherman, Dorothy Perkins,
Warehouse, Fox and G2000 participated in the Singapore
Fashion Festival at both the main event hall and fringe events
at various shopping malls.
Yoshinoya is famous for its extremely palatable Beef Bowl (Gyudon), filling hungry stomachs
in 1263 outlets in Japan, USA, Hong Kong, China, Philippines, Singapore, Malaysia, Taiwan
and Australia.
Against the backdrop of a highly competitive quick service
environment, Yoshinoya continues to show improvements in
both revenue and profitability. 14 dishes from the Yoshinoya
menu were given the Healthier Choices Award by the Health
Promotion Board under its Healthier Dining program in
September 2006. Yoshinoya at Ngee Ann City was also
voted one of top three restaurants in Singapore and given the
People’s Choice Award in October 2006. Mrs Helen Khoo,
Executive Director of Wing Tai Retail, won the International
Management Action Award (IMMA) in March 2007.
The Group’s continued focus on staff training and development
gained us industry recognition for service and management
excellence. Two retail shop-in-charges from Topshop and
G2000 were elected Finalists for the prestigious Excellent
This dapper collection hails from London’s Jermyn Street, renowned for its quality retailers
and craftsmen since 1730. Charles Tyrwhitt offers premium classic business wear spiced
with British wit.
21
“The Group’s continued focus on staff
training and development gained us
industry recognition for service and
management excellence.”
Service Awards Superstar in the Retail segment of the
Excellent Service Awards hosted by Spring Singapore and
Singapore Retailer Association, and the G2000 supervisor
won Excellent Service Superstar in November 2006.
In Malaysia, the Group’s retail and lifestyle businesses are
conducted through its subsidiary company, DNP Clothing
Sdn Berhad.
Operations in Malaysia reported revenue year-on-year growth
of 38%, with 9 brands in 32 shops.
For the coming year, the Group plans to open more than
10 new shops at various new malls viz. Pavilion, Mid-Valley
Gardens and Sunway extension.
Topshop enjoys top brand awareness among young fashionistas, one of whom makes an appearance
at The Tomlinson.
Fox Kids Autumn/Winter Collection 2007 transforms grubby kids into oh-so-cute sophisticates.
Style-conscious parents will be spoilt for choice with over 300 styles in each fashion line.
22
Built on a passion for sports and sporting lifestyle, and engineered to perform, Adidas by Wing Tai
Clothing, is catered to the different needs of each individual.
retail + lifestyle
Miss Selfridge Autumn/Winter
Collection 2007 is Britain’s leading
young fashion label with funky,
quirky and exciting designs. A touch
of femininity, looking resplendent
at The Helios Residences.
23
events calendar
year in
year out
2006
july_06
Wing Tai Clothing successfully secured exclusive rights in
Singapore to launch Diva, Australia’s largest accessories
chain. There are 6 Diva outlets island-wide.
august_06
Wing Tai purchased the freehold site of 398 Kallang Road
next to Kallang Riverside Park. The 35,323 square-foot site
was named The Riverine by the Park.
september_06
Wing Tai won the prestigious URA Architectural Heritage
Award 2006 for the conservation of the 2-storey colonial
building for Draycott 8 clubhouse.
Wing Tai Clothing launched Ben Sherman in Singapore, with
its first outlet at Paragon.
The Nexus, a freehold residential development nestled in
the prestigious Bukit Timah neighbourhood, obtained its
Temporary Occupancy Permit.
USI Holdings acquired 33 apartment units in Tower 15 and
33 car park spaces at Central Park located in Chaoyang
District of Beijing, China.
14 dishes from Yoshinoya’s menu were awarded as Healthier
Choices under the Healthier Dining program by the Health
Promotion Board.
24
G2000 helps you to look
like a million dollars without
costing the earth.
The Riverine By The Park
Pumpkin Patch
october_06
november_06
The 42nd Annual General Meeting was successfully
conducted.
At the prestigious Excellence Service Award 2007, G2000
clinched 12 Star, 29 Gold and 13 Silver awards while Wing
Tai Clothing bagged 2 Star, 7 Gold and 32 Silver awards.
Fox Fashion received 3 Gold and 10 Silver awards while
Yoshinoya clinched 11 Silver awards.
Wing Tai received Associate of the Arts Award from the
Singapore National Arts Council. The award recognised the
company’s contributions to the Arts in 2005.
Wing Tai purchased the 60,534 square-foot freehold site of
Ardmore Point located at Ardmore Park at a price of S$201
million.
G2000 supervisor won the SuperStar Excellent Service
Award (Retail Category), and together with another colleague
from Topshop, was nominated as Top 3 Finalists for the award,
organised by SPRING and 7 leading industry associations.
Wing Tai Clothing introduced Pumpkin Patch to Singapore,
with the opening of its first concept store at VivoCity. Pumpkin
Patch offers fresh and fashionable clothes with inspiring
designs, catering to children in each age group.
december_06
G2000 was voted Best Shop for Corporate Wear in CLEO
magazine.
Yoshinoya at Ngee Ann City was one of Top 3 restaurants in
Singapore to achieve People’s Choice Award.
Kovan Melody, a 99-year leasehold development comprising
778 units located along Kovan Road obtained its Temporary
Occupation Permit.
Wing Tai Clothing introduced Charles Tyrwhitt in Singapore,
bringing the top provider of classic Jermyn Street London
shirts to Singapore. The first outlet opened in VivoCity.
25
The Meritz
2007
january_07
march_07
VisionCrest Residence, a freehold development comprising
265 units located along Oxley Rise obtained its Temporary
Occupation Permit.
During the Singapore Fashion Festival (SFF), Wing Tai
Clothing presented the Topshop Unique and Topman Design
show at Ngee Ann City Civic Plaza.
Wing Tai entered into an agreement to sell the VisionCrest
Commercial block and The House of Tan Yeok Nee at a
total consideration of S$260 million.
Mrs Helen Khoo, Executive Director for Wing Tai Retail was
awarded the prestigious International Management Action
Award (IMMA). The award administrated by the Chartered
Management Institute was in recognition of her exceptional
management skill.
Wing Tai acquired Anderson 18 with a joint venture partner;
the 112,098 square-foot prime freehold residential site
located along Anderson Road will be developed into a
high-end residential development.
The Meritz, a 31-storey serviced residences located opposite
Kuala Lumpur City Centre (KLCC) and Petronas Twin Towers
was officially launched. The exclusive development was well
received by buyers, with all units fully sold.
G2000 was recognised among Top 40 establishments for The
Best of Singapore in Service Excellence by the Singapore
Tourism Board.
april_07
Casa Merah, a 556-unit joint venture project was officially
launched. The development, located next to the Tanah
Merah MRT Station was fully sold within a month.
USI Holdings entered into Memorandum of Agreement with
Nan Fung to jointly acquire and develop a residential site
located at Tai Po, New Territories in Hong Kong.
26
events calendar
Ben Sherman
may_07
june_07
Wing Tai entered into a strategic partnership with
3 international investors to lead real estate development
and investment platform in China, expected to invest
in approximately US$1 billion worth of projects in
the market.
The Extraordinary General Meeting was duly convened.
The Riverine by the Park, a 96-unit residential development
located beside the Kallang Riverside Park, was fully sold
before launch.
As part of its re-branding exercise, G2000 opened its
flagship concept store at OUB Centre. The 4,600 square
foot 2-storey store houses G2000, blù, Pink Label and Black
Label, offering one-stop shopping for contemporary wear
for all occasions.
Through a restructuring exercise, USI Holdings Limited
acquired the Group’s 27.7% interest in Winsor Properties
Holdings Limited in exchange for new shares issued y USI
Holdings and Winsor Properties becomes a subsidiary of
USI Holdings. After the restructuring, the Group’s interest
in USI Holdings increased from 21.0% to 31.8% and USI
Holdings has become the Group’s flagship company in
Hong Kong.
The initial release of 50 units at Helios Residences, a 140apartment luxury development located along Cairnhill
Circle, was fully subscribed. To date, over 70 units have
been sold.
Wing Tai sponsored the Asian premiere of Sinfonia Eroica’s
performance at the Singapore Arts Festival; the dance was
choreographed by Michèle Anne de Mey.
27
corporate data
BOARD OF DIRECTORS
Cheng Wai Keung
NOMINATING COMMITTEE
Loh Soo Eng
Edmund Cheng Wai Wing
Cheng Wai Keung
Boey Tak Hap
Tan Sri Dato’ Mohamed
Noordin bin Hassan
Cheng Man Tak
Phua Bah Lee
Chairman
Deputy Chairman
Noordin bin Hassan
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
Paul Tong Hon To
Chairman
COMPANY SECRETARIES
Ooi Siew Poh
Gabrielle Tan
EXECUTIVE DIRECTORS
Cheng Wai Keung
Managing Director
Chairman
Boey Tak Hap
Lee Han Yang
Paul Tong Hon To
REMUNERATION
COMMITTEE
Lee Han Yang
Chairman
Boey Tak Hap
Noordin bin Hassan
Loh Soo Eng
Lee Kim Wah
Finance Director
EXECUTIVE OFFICERS
Tan Hwee Bin
Chief Operating Officer
Karine Lim
General Manager
Group Human Resource
SUBSIDIARY COMPANIES
Dnp Holdings Berhad
Dato’ Roger Chan Wan Chung
Executive Director
Wing Tai Land
Chng Chee Beow
Executive Director
Wing Tai Retail
Helen Khoo
Executive Director
Wing Tai Property
Management
Len Siew Lian
General Manager (Marketing)
28
Tel: 6280 9111
Fax: 6732 9956
Website:
www.wingtaiasia.com.sg
REGISTRAR & TRANSFER
OFFICE
Tricor Barbinder Share
Registration Services
(A division of Tricor Singapore Pte. Ltd.)
8 Cross Street
#11-00 PWC Building
Singapore 048424
Deputy Managing Director
AUDIT COMMITTEE
Phua Bah Lee
REGISTERED OFFICE
3 Killiney Road #10-01
Winsland House I
Singapore 239519
AUDITORS
PriceWaterHouseCoopers
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
Quek Bin Hwee
Audit Partner
(Year of appointment: 2006)
PRINCIPAL BANKERS
DBS Bank Limited
6 Shenton Way
DBS Building
Singapore 068809
The Hongkong And
Shanghai Banking
Corporation Limited
21 Collyer Quay
HSBC Building
Singapore 049320
Malayan Banking Berhad
2 Battery Road
Maybank Tower
Singapore 049907
Overseas-Chinese Banking
Corporation Limited
65 Chulia Street
OCBC Centre
Singapore 049513
The Bank of TokyoMitsubishi Ufj, Ltd
9 Raffles Place #01-01
Republic Plaza
Singapore 048619
United Overseas Bank
Limited
80 Raffles Place
UOB Plaza
Singapore 048624
board of directors
Cheng Wai Keung
Chairman/Managing Director
Mr Cheng Wai Keung has been appointed Chairman of the Board of Wing Tai Holdings Limited (the “Company”)
since 1994. He is also Managing Director of the Company and a member of the Nominating Committee.
Mr Cheng is Chairman of Neptune Orient Lines Limited, Vice Chairman of Singapore-Suzhou Township Development
Pte Limited and Managing Director of DNP Holdings Berhad. He holds directorships in public and private companies,
including GP Batteries International Limited and has served on the boards of several government organizations. He
was awarded the Distinguished Service Order (DUBC) by the Singapore Government in August 2007, and received
the Public Service Star (Bar) (BBM-Lintang) in 1997 and Public Service Star (BBM) in 1987. He is appointed Justice
of The Peace by the Singapore President since 2000, and has served on the Panel for Disciplinary Committees of
Inquiry appointed by the Public Service Commission of the Prime Minister Office since 2001.
Mr Cheng graduated with Masters of Business Administration from the University of Chicago, after obtaining his
Bachelor of Science degree from Indiana University.
Mr Cheng was last re-elected Director on 26 October 2006.
Deputy Chairman/Deputy Managing Director
Mr Edmund Cheng is Deputy Chairman and Deputy Managing Director of the Company since joining the Company
in 1984. He is responsible for property development, investment and management activities of the Group.
Mr Cheng is Chairman of the Singapore Airport Terminal Services Limited and Mapletree Investments Pte Ltd.
He sits on the board of SNP Corporation Ltd and DNP Holdings Berhad. He also chairs Singapore’s National Arts
Council and DesignSingapore Council. He is a member of the International Council for Asia Society.
He chaired the Singapore Tourism Board, the Old Parliament House Limited, and The Esplanade Co Ltd where he
is now a member. He sat on the board of the Construction Industry Development Board, the Urban Redevelopment
Authority and Singapore Airlines Limited. He was President of REDAS (Real Estate Developers’ Association of
Singapore) and now serves as a member on its Presidential Council.
Mr Cheng was awarded the Public Service Star Award (BBM) in 1999 by the Singapore Government. He was also
recognised by Tourism Awards Singapore as Outstanding Contributor to Tourism in 2002.
Mr Cheng graduated from Northwestern University and Carnegie Mellon University in USA, with a Bachelor’s
degree in Civil Engineering and Master’s in Architecture.
29
board of directors
Boey Tak Hap
Mr Boey Tak Hap has been a non-executive director since 2 May 1997. He is a member of both the Audit Committee
and Remuneration Committee.
Mr Boey was formerly the Chief of Army, Singapore Armed Forces and the President & CEO of Singapore Power Group.
He was also the President & CEO of SMRT Corporation as well as Chief Executive of the Public Utilities Board.
Mr Boey graduated from the University of Manchester Institute of Science and Technology with a Bachelor of
Science degree in Automatic Control & System Engineering with Management Sciences. In January 2002, he was
conferred the Honorary Doctorate of Doctor of Engineering by his alma mater. He also holds a Diploma in Business
Administration from the National University of Singapore and has attended the Harvard Business School’s Advanced
Management Programme in Boston, USA.
Mr Boey was last re-elected Director on 26 October 2006.
Cheng Man Tak
Mr Cheng Man Tak has been a non-executive director since 11 May 1981. He serves as a director of the Federation
of Hong Kong Garment Manufacturers and is a member of the Occupational Safety & Health Council of Hong Kong
and an authority member of Clothing Industry Training Authority. He is also a member of the Advisory Committee
of Poly University (Institute of Textile and Clothing Industries) in Hong Kong.
Mr Cheng graduated from the University of Southern California with a Bachelor of Science degree and holds a
Masters in Business Administration from Pepperdine University, USA.
Tan Sri Dato’ Mohamed Noordin bin Hassan
Tan Sri Dato’ Mohamed Noordin bin Hassan has been a non-executive director since 27 September 2002 and is
currently a member of both the Nominating Committee and Remuneration Committee.
Tan Sri Dato’ Mohamed Noordin has more than 40 years of working experience with the government of Malaysia
and the private sector serving in various government departments at District, State and Federal levels including as
Deputy Secretary General, Ministry of Trade and Industry, Secretary General, Ministry of Science, Technology and
Environment and Secretary General, Ministry of Education. He retired from the Malaysian Civil Service in September
1994 and was subsequently offered a job with the Malaysian government owned company, Petronas Berhad.
He served Petronas Berhad until 31 August 2000, first as Vice-President in charge of Group Human Resource,
subsequently as Vice President of Education.
Tan Sri Dato’ Mohamed Noordin is currently Chairman of DNP Holdings Berhad in Malaysia. He also sits on the
Board of several subsidiaries of DNP Holdings Berhad as well as other companies in Malaysia.
Tan Sri Dato’ Mohamed Noordin graduated from the University of Malaya with a Bachelor of Arts (Honours) degree in
Economics. He also holds a Masters degree in Public & International Affairs from the University of Pittsburgh, USA.
Tan Sri Dato’ Mohamed Noordin was re-elected Director on 13 October 2005.
30
board of directors
Lee Han Yang
Mr Lee Han Yang has served as a non-executive director since 3 January 1989 and is currently Chairman of the
Remuneration Committee and a member of the Audit Committee. He is a Barrister-at-Law of Lincoln’s Inn, London.
He is an Advocate and Solicitor of the Supreme Court of Singapore and is a Consultant at Messrs Peter Low
Partnership. He is also a director of several public and private companies in Singapore.
Mr Lee is an active member of the Law Society of Singapore and has served on several committees of the Law Society.
At present, he serves on the board of the National Council of Social Services and on the Society for the Physically
Disabled. In August 2006, he was awarded the Public Service Star (BBM) by the President of Singapore.
Mr Lee was last re-appointed Director on 26 October 2006.
Lee Kim Wah
Mr Lee Kim Wah has served as an executive director since 2 May 1977. He is responsible for the finance, human
resource and administrative functions of the Group.
Educated in Accountancy in Australia, Mr Lee was a Manager in a public accounting firm, prior to joining the
Company. He has been with the Group for more than 30 years.
Mr Lee was conferred the Public Service Medal (PBM) in 2000 and is currently the Treasurer of the Singapore
National Employers’ Federation.
Mr Lee was last re-elected Director on 22 October 2004.
Loh Soo Eng
Mr Loh Soo Eng was an executive director for the property division of the Wing Tai Group since 1991. He retired as
an executive director on 1 June 2004 and is currently serving as a non-executive director. He is currently Chairman
of the Nominating Committee and a member of the Remuneration Committee.
Mr Loh is a director of USI Holdings Limited.
His past experiences are in power station, oil company, shipbuilding and shiprepairing industries as well as banking.
Prior to joining the Company, Mr Loh was with the DBS Group for 17 years, holding the posts of Executive Director
of Raffles City Pte Ltd, and General Manager of DBS Land. He has also served on a few Government committees,
including SAFTI Military College and Temasek Polytechnic. He was a Chairman of SLF Properties Pte Ltd and SLF
Management Services Pte Ltd and was President of Real Estate Developers’ Association of Singapore (REDAS)
from 2001 to 2003.
Mr Loh graduated with a Bachelor of Engineering (Mechanical) from the University of Adelaide, Australia.
Mr Loh was last re-elected Director on 22 October 2004.
31
board of directors
Phua Bah Lee
Mr Phua Bah Lee has served as a non-executive director since 11 January 1989 and is currently Chairman of the
Audit Committee and a member of the Nominating Committee.
Mr Phua currently holds directorships in a number of public and private companies. He was the Parliamentary
Secretary of the Ministry of Communications (1968 to 1971), Senior Parliamentary Secretary of the Ministry of
Defence (1972 to 1988) and a member of Parliament for the Tampines Constituency (1968 to 1988).
Mr Phua graduated from the Nanyang University in Singapore with a Bachelor of Commerce degree.
Mr Phua was last re-appointed Director on 26 October 2006.
Paul Tong Hon To
Mr Paul Tong Hon To has been a non-executive director since 16 August 2007. He is a member of the Audit
Committee.
Mr Paul Tong is currently Executive Vice President and General Counsel of Johnson Electric Holdings Limited,
where he was appointed as Chief Financial Officer in 1995. He has many years of senior management experience
in manufacturing and trading businesses with global operations.
Mr Paul Tong obtained his BSc (Economics) and postgraduate Certificate of Management Studies from the
University of London and the University of Oxford in England respectively. He was admitted as a Barrister of the
Middle Temple in England, the Supreme Court of Hong Kong, and the High Court of Australia. He is also a CPA of
The Hong Kong Institute of Certified Public Accountants; and an Associate Member of The Institute of Chartered
Secretaries and Administrators.
32
key management staff
Tan Hwee Bin
Chng Chee Beow
Ms Tan Hwee Bin is Chief Operating Officer of Wing Tai Holdings
Limited. Prior to joining the Group in November 2000, she was
Asia Pacific Regional Finance & IT Director, and Global Finance
Director in a multinational corporation, and has worked in Hong
Kong and China.
Mr Chng Chee Beow is 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 Honorary Treasurer
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),
Planning Appeals Inspector of Ministry of National Development
and a member of the URA Design Advisory Committee.
Ms Tan is a Certified Public Accountant and graduated with a
Bachelor of Accountancy degree from the National University
of Singapore. She has attended management courses in Oxford
University and INSEAD at Fontainebleau; in 2005, she completed
the Advanced Management Program at Harvard Business School
in Boston.
Ms Tan is Director of NTUC Fairprice Co-operative Ltd. She is
also a member of Central Singapore Community Development
Council and the Finance and Establishment Committee of Chinese
Development Assistance Council.
Karine Lim
Ms Karine Lim is General Manager, Group Human Resource and
has been with the Group since March 2004. Prior to joining the
Group, she has more than 18 years of human resource management
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.
Dato’ Roger Chan Wan Chung
Dato’ Roger Chan Wan Chung joined DNP Holdings Berhad as
General Manager in June 1971 and he is one of the pioneer staff
of DNP Group. With over 30 years’ experience in the garment
business, he assists the Managing Director in overseeing the
day-to-day operations of the DNP Group.
He was appointed to the DNP Board on 18 August 1988 and
currently sits on the Board of several subsidiaries of the DNP
Group and other private limited companies.
He is 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
Mrs Helen Khoo is Executive Director of Wing Tai Retail and
oversees the Group’s retail and food businesses. Prior to joining
the Group in 1995, she was based in Hong Kong as senior
executive with a transnational corporation holding a diversified
portfolio. With over 20 years of experience in the retail and fast
food business, Mrs Khoo drives the Group’s growth and expansion
in its portfolio of retail brands. Having led the retail arm of the
Company to winning various industry awards, Mrs Khoo was
herself awarded by the International Management Action Award
(IMAA) recognising excellence in People Management.
She is an active council member of the Singapore Retailers
Association and Orchard Road Business Association. She
graduated with a Bachelor of Arts degree from the University
of Hong Kong.
Len Siew Lian
Ms Len Siew Lian is General Manager (Marketing) of Wing Tai
Property Management. She oversees marketing and sales,
including project launches of the Group’s development properties
for sale. She joined the Group in September 1989 where she
was mainly involved in the commercial leasing of both office
and retail, having spent her early career with an international
property consultancy company. She graduated with a Bachelor
of Science (Estate Management) degree from the National
University of Singapore.
33
corporate governance
The Company is committed to maintaining high standards of Corporate Governance and conduct to enhance corporate performance and
accountability. The Company has adopted the principles, structures and processes of corporate governance as set out in this report.
BOARD MATTERS
The Board’s Conduct of its Affairs
The Board provides strategic guidance and entrepreneurial leadership for the Company and ensures that the Company has the
necessary financial and human resources to meet its objectives. Its principal functions include approving strategic business plans,
major acquisitions or disposal of assets, dividends and other returns to shareholders, fund raising exercises, corporate and
financial restructuring and interested person transactions of a material nature, reviewing Management performance, reviewing the
Group’s corporate policies and financial performance, approving quarterly and annual financial results of the Group, and establishing
a framework of prudent and effective controls to assess and manage risk. The Board continues to set the Company’s values and
standards to ensure obligations to shareholders and other stakeholders are properly understood and met.
The Board conducts regular meetings on a quarterly basis and/or as necessary when circumstances arise. A total of six Board
meetings were held in the current financial year. Details of attendance of the directors at the Board and Board Committee meetings
are as follows:
Directors’ Attendance at Board and Board Committee Meetings for FY2007
AuditRemuneration
Name
Board
Committee Committee Nominating Committee
Meetings Held: 6*Meetings Held: 5Meetings Held: 3Meetings Held: 1
Meetings AttendedMeetings AttendedMeetings AttendedMeetings Attended
Cheng Wai Keung 5*
5*
Boey Tak Hap
6
Cheng Man Tak
4*
Noordin bin Hassan 6
Lee Han Yang 6
Lee Kim Wah
6
Loh Soo Eng 6
Ne Chen Duen **
6
Phua Bah Lee 6
5
1
3
5
3
5
3
1
1
Notes:
* One of the six Board meetings was convened for the purpose of considering and approving an interested person transaction. As Mr Cheng Wai
Keung, Mr Edmund Cheng Wai Wing and Mr Cheng Man Tak are associates of the relevant interested person and therefore may themselves be
regarded as being either directly or indirectly interested in the transaction, they abstained from attending the meeting.
** Mr Ne Chen Duen, an executive director, retired on 2 August 2007.
The Board also delegates certain functions to the various Board committees, namely, Audit, Nominating and Remuneration
Committees. Each of these committees has its own terms of reference and reports its activities regularly to the Board. On 23
August 2007, the Board approved the recommendation by the Nominating Committee (“NC”) to change the composition of the
Board Committees, in particular, each Board Committee shall have four members instead of three, and the Chairman of each Board
Committee will be appointed on a 5-year rotational basis. This is to better facilitate the distribution of responsibilities amongst the
directors as well as to enhance the overall effectiveness of the Board.
The Board is of the view that the contribution of each director should not be focused only on his attendance at Board and/or
Committee meetings. A director’s contribution may extend beyond the confines of formal Board meetings, through sharing of views,
advice, experience, and strategic networking relationships which would further the interests of the Company.
34
BOARD MATTERS (continued)
The Board’s Conduct of its Affairs (continued)
The Board is responsible for the overall strategy and direction of the Group; the Management closely monitors changes to regulations
and accounting standards and the directors are informed of their disclosure obligations. Newly appointed directors are given briefings
by Management on the Group’s business, directions and policies.
Changes to regulations and accounting standards are monitored closely by Management. Where regulatory changes have an important
bearing on the Company’s or directors’ disclosure obligations, directors are briefed during Board meetings.
Board Composition and Balance
The Board currently comprises a majority of non-executive directors, with more than one-third independent directors. There are 10
Board members, three of whom are executive directors and seven are non-executive directors (inclusive of six independent directors).
The Board considers its current size and members whose core competencies, qualifications, skills and experience are extensive and
complementary, to be appropriate. The Board will examine its size and composition whenever circumstances require it. Mr Ne Chen
Duen, an executive director, retired from the Board on 2 August 2007.
The independence of each director is reviewed annually by the Nominating Committee to ensure that there is a strong and independent
element on the Board and that its size is appropriate to the scope and nature of the Group’s operations. No individual or smaller group
of individuals dominate the Board’s decision-making process. The Nominating Committee has determined Mr Loh Soo Eng, to be an
independent non-executive director. Three years have lapsed since Mr Loh ceased to be employed by the Company or any of its related
companies in June 2004. As such, Mr Loh is no longer deemed to be non-independent under the Code of Corporate Governance.
Chairman and Managing Director
There is no separation of roles between the Chairman and the Managing Director (“MD”) in the Company as there is adequate
accountability and transparency as reflected by the internal controls established within the Group. The Board is of the opinion that it
is well balanced with a strong and independent group of non-executive directors.
As Chairman, Mr Cheng Wai Keung assists the Board in developing policies and strategies as well as providing leadership to the
Board and ensuring that Board meetings are held when necessary and that Board members are provided with complete, adequate
and timely information. As MD, he supervises the management of the business and affairs of the Group, reviews major acquisitions or
disposals, investments, strategic plans and funding requirements and ensures that the Board’s decisions and strategies are properly
and effectively carried out. The sustained growth of the Company under Mr Cheng’s leadership shows his ability to discharge the
responsibilities of both roles effectively.
BOARD COMMITTEES
Nominating Committee
Board Membership
The NC comprises four members, namely, Mr Loh Soo Eng - Chairman of NC, Tan Sri Dato’ Mohamed Noordin bin Hassan, Mr Phua
Bah Lee (all independent non-executive directors) and Mr Cheng Wai Keung.
The NC has adopted specific written terms of reference. The principal functions of the NC are to make recommendations to the Board
for the appointment and re-appointment of directors to the Board and to review the independence of each director annually. The NC
will review the composition of the Board from time to time and to search and identify suitable candidates with the right qualifications,
expertise and experience. Each candidate will be evaluated based on his ability to enhance the board through his contributions in
his area of expertise and to improve the Group’s business strategies, controls or corporate governance. Mr Paul Tong Hon To was
appointed to the Board on 16 August 2007 as an independent non-executive director. As a new director, Mr Paul Tong Hon To will
submit himself for re-election at the next Annual General Meeting (“AGM”) immediately following his appointment.
All directors are required to submit themselves for re-nomination and re-election at least once every three years. At least one-third of
the directors retire at each AGM subject to re-election annually. Directors above the age of 70 are also required under the Companies
Act to retire and offer themselves for re-appointment by the shareholders at every AGM.
Key information on the directors are set out on pages 29 to 32 of this Annual Report.
35
BOARD COMMITTEES (continued)
Board Performance
The NC’s evaluation of the performance of the Board as a whole will be conducted on an annual basis taking into account the level of
participation and contribution of individual directors towards the Board’s effectiveness and competencies, strategic insight, financial
literacy, business judgment, sense of accountability and maintenance of expertise relevant to the Group. The aim of the evaluation is
to assess if each director continues to contribute effectively and demonstrate commitment to their respective roles.
Access to Information
As and when the need arises and prior to each meeting, the Board is provided with timely and adequate information to enable full
deliberation of issues to be considered.
To ensure that the Board is able to fulfill its responsibilities, the Management provides the Board with periodic management reports,
forecasts/budgets, financial statements and other relevant information of the Group.
The Board has independent access to the Management team and the Company Secretary at all times. The Board seeks independent
advice as and when necessary to enable it to discharge its responsibilities effectively.
The Company Secretary attends all Board meetings and ensures that Board procedures are followed. The Company Secretary
together with the Management team also ensure that the Company complies with all applicable statutory and regulatory rules.
REMUNERATION MATTERS
Remuneration Committee
The Remuneration Committee (“RC”) comprises four members, all of whom are independent non-executive directors. The RC members
are Mr Lee Han Yang - Chairman of RC, Mr Boey Tak Hap, Tan Sri Dato’ Mohamed Noordin bin Hassan and Mr Loh Soo Eng.
The RC reviews the remuneration of directors and key executives of the Group and obtains advice on remuneration matters as and
when required from human resource advisers or consultants within and outside the Group. No director is involved in deciding his own
remuneration.
The RC makes recommendation on an appropriate framework of remuneration taking into account employment conditions within
the industry and the Company’s performance to ensure that the package is competitive and sufficient to attract, retain and motivate
key executives.
The Group’s remuneration policy comprises a fixed component (in the form of base salary) and a variable component that is linked to
the Company and individual performance.
Directors who participate in Board Committees receive higher fees for the additional responsibilities. All directors’ fees are approved
by shareholders at the Annual General Meeting of the Company before they are paid.
36
REMUNERATION MATTERS (continued)
A breakdown (in percentage terms) of the directors’ remuneration for FY2007 are as follows:
Remuneration Bands
Fees (%)
Salary (%)
Bonus, Allowance &
Other Benefits (%)
$2,750,001 to $3,000,000
Cheng Wai Keung
34
66#
$2,500,001 to $2,750,000
34
66#
$500,001 to $750,000
Lee Kim Wah 51
49^
$250,000 to $500,000
Ne Chen Duen
3#
69
28#
100
100
77#
100
100
100
100
–
–
–
–
–
–
–
–
–
23#
–
–
–
–
Below $250,000
Boey Tak Hap
Cheng Man Tak
Christopher Patrick Langley (retired on 26 Oct 2006)
Lee Han Yang
Loh Soo Eng
Phua Bah Lee
# Includes fees, allowance and other benefits from DNP Holdings Berhad.
^ Other benefits include the cost of the fair value of share options in accordance with FRS102 – Share Based Payment.
Instead of setting out the names of the top five key executives who are not directors of the Company, we have shown a Group-wide
cross-section of executives’ remuneration (one of whom is related to the Managing Director) by number of employees within bands
of $250,000. This gives a macro perspective of the remuneration pattern in the Group while maintaining confidentiality of employees’
remuneration:
Range of Remuneration Above $750,001
$500,001 to $750,000
$250,001 to $500,000
No. of Key Executives
1
4
2
Other than share options granted to Mr Lee Kim Wah as set out below, no options were granted to the directors of the Company
during the financial year.
Options grantedAggregate options since
during the commencement of theAggregate
financial year
Scheme to 30.06.2007
options
No. of
outstanding
optionsExercise
Options
Options
Options
as at
Name of participants
granted
price ($)
granted
exercised
expired30.06.2007
Directors of the Company
2001 Share Option Scheme
Lee Kim Wah
120,000
1.81
720,000
–
–
720,000
Loh Soo Eng
–
–
360,000
240,000
–
120,000
37
ACCOUNTABILITY AND AUDIT
Accountability
Shareholders are provided with the Company’s performance, financial position and prospects on a quarterly basis, while periodic
management reports of the Company and its businesses are furnished to the Board.
Audit Committee
The Audit Committee (“AC”) comprises four members, all of whom are independent non-executive directors. The AC members are
Mr Phua Bah Lee - Chairman of AC, Mr Lee Han Yang, Mr Boey Tak Hap and Mr Paul Tong Hon To.
Members of the AC have sufficient financial management expertise and experience to discharge its functions. It held five meetings in
FY2007. The functions of the AC include the review of annual audit plan, internal audit process, the adequacy of internal controls and
interested person transactions. The AC recommends to the Board the external auditors to be appointed or re-appointed taking into
account the independence and objectivity of such external auditors as well as to review the scope, results and cost effectiveness of their
audit procedures. The AC also reviews the quarterly and annual financial statements before submitting to the Board for approval.
The key function of the AC is to maintain a high standard of corporate governance. The AC has full access to and co-operation of
the Management. The AC met with the internal and external auditors without the presence of the Management once during the year.
Having reviewed the value of non-audit services by the external auditors to the Group, the AC is satisfied that the nature and extent
of such services will not prejudice the independence and objectivity of the external auditors.
Internal Controls
The Group’s internal financial controls provide reasonable assurance that assets are safeguarded, proper accounting records are
maintained, reliability of financial information and compliance with applicable laws and regulations. Regular management meetings
are held to report and monitor the performance of each department.
The Board is satisfied that based on the information furnished to it and on its own observations, the internal controls (including
financial, operational and compliance controls) and risk management processes are satisfactory for the nature and size of the Group’s
operations and business.
Interested Person Transaction
The Company has established an internal policy in respect of any transactions with interested persons and has set out the procedures
for review and approval of the Company’s interested person transactions (“IPT”). During FY2007, the AC reviewed the following IPT:Interested Person TransactionAggregate value of IPT
Irrevocable undertaking to accept the offer by Cazenove Asia Limited
on behalf of USI Holdings Limited (the interested person) for shares in
Winsor Properties Holdings Limited S$270,000,000
The above IPT was approved by shareholders at the Extraordinary General Meeting held on 22 June 2007.
Internal Audit
The Company has adopted a set of internal controls which sets out approval limits for expenditure, investments and divestments
and cheque signatory arrangements. The internal audit function of the Group is carried out by Messrs Kan & Co (“IA”) and its
approach is consistent with the standards as required by the Institute of Internal Auditors. The IA reports their audit findings to the
AC and Management.
The functions of the IA are to provide an objective opinion and assurance to the AC and Management as to the adequacy of the
internal processes and controls, identify financial and operational risks and to recommend policies and plans for effective compliance
control. The IA submits its plans and recommendations to the AC for approval. The AC reviews the activities of the IA on a quarterly
basis and is satisfied that there are adequate internal controls in the Company.
38
COMMUNICATION WITH SHAREHOLDERS
Shareholders are updated on the business and affairs of the Company through the quarterly release of the Company’s results.
Material and price-sensitive information is publicly released by the Company via SGXNET on an immediate basis where required
by the Singapore Exchange Securities Trading Limited (SGX-ST). The Company does not practise selective disclosure. Timely and
detailed disclosure of pertinent corporate information is communicated via SGXNET and the Company’s website.
All shareholders receive the summary financial report and/or annual report of the Company and notice of the AGM. The notice (also
advertised in the press) and results are published via SGXNET. The Company also conducts media and analysts briefing for its fullyear results.
Shareholders are given the opportunity to raise relevant questions and communicate their views at the AGM. A shareholder can vote
in person or appoint up to two proxies to attend and vote at the AGM in his/her absence.
DEALINGS IN SECURITIES
The Company has adopted and implemented an internal guideline on share dealings in the Company’s securities in compliance with
Rule 1207(18)(c) of the Listing Manual of the SGX-ST. All the officers of the Company are prohibited from dealing in securities of the
Company while in possession of price-sensitive information. They are also prohibited from dealing in securities of the Company during
the closed period, which is two weeks before the date of announcement of results for each of the first three quarters of the Company’s
financial year and one month before the date of announcement of the full-year financial results.
39
40
financial
reports
CONTENTS
42
43
47
48
Five-year financial
summary
49
Consolidated income
statement
50
51
Balance sheets
53
Consolidated cash
flow statement
55
Notes to the financial
statements
Directors’ report
Statement by directors
Independent auditors’
report to the members
of Wing Tai Holdings
Limited
Consolidated
statement of changes
in equity
112
Notice of annual
general meeting
115
117
119
Shareholding statistics
Proxy form
Request form
41
five-year financial summary
Year Ended
30 June 2007
$’000
Year Ended
30 June 2006
$’000
Year Ended
30 June 2005
$’000
Year Ended
30 June 2004
$’000
Year Ended
30 June 2003
$’000
Revenue
Property
Retail
Investment and others
981,634
787,540
139,407
54,687
889,258
761,049
89,476
38,733
281,569
221,086
58,296
2,187
274,455
229,558
44,574
323
455,441
404,371
50,492
578
Profit before income tax
499,906
156,905
26,939
8,930
1,688
Profit after income tax but
before minority interests
441,751
135,742
25,356
14,709
7,732
Profit attributable to equity
holders of the Company
381,835
128,028
24,411
14,833
3,965
Shareholders’ equity
1,489,349
1,149,881
1,021,453
946,963
923,470
Total assets
3,133,185
2,745,606
2,576,312
2,248,131
2,258,792
Total liabilities and minority interests
1,643,836
1,595,725
1,554,859
1,301,168
1,335,322
53.12
17.84
3.41
2.18
0.61
2.07
1.60
1.42
1.32
1.51
8.00
25.00
6.00
–
3.00
–
2.00
–
1.00
–
Earnings per share * (cents)
Net tangible assets per share (S$)
Gross dividends (cents)
Cash dividends
Special rights dividends
* The number of shares used for this purpose are as follows:
’000
2007
2006
2005
2004
2003
42
718,874
717,445
715,960
681,593
646,469
directors’ report
for the financial year ended 30 June 2007
The directors present their report to the members together with the audited financial statements of the Group for the financial year
ended 30 June 2007 and the balance sheet of the Company at 30 June 2007.
Directors
The directors of the Company at the date of this report are:
Cheng Wai Keung
Boey Tak Hap
Cheng Man Tak
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
Paul Tong Hon To (Chairman and Managing Director)
(Deputy Chairman and Deputy Managing Director)
(appointed on 16 August 2007)
Arrangements to enable directors to acquire shares and debentures
Except as disclosed in the “Share Options” section of this report, neither at the end of nor at any time during the financial year was
the Company a party to any arrangement, whose object was to enable the directors of the Company to acquire benefits through the
acquisition of shares in, or debentures of, the Company or any other body corporate.
Directors’ interests in shares or debentures
(a)
The interests of the directors holding office at the end of the financial year in the shares and share options of the Company and
related corporations according to the register of the directors’ shareholdings were as follows:
Name of directors
Holdings registered
in the name of director
As at As at 30 June 2007
1 July 2006
Holdings in which a director
is deemed to have an interest
As at
As at
1 July 2006 30 June 2007
Ordinary shares
Cheng Wai Keung
Ne Chen Duen (retired on 2 August 2007)
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
–
–
–
300,000
634,000
255,000
340,000
–
–
–
300,000
634,000
255,000
250,000
284,960,816
282,381,150
85,551,203
–
–
–
–
282,365,150
282,381,150
85,551,203
–
–
–
–
Share options
Lee Kim Wah
Loh Soo Eng
600,000
120,000
720,000
120,000
–
–
–
–
40,000
40,000
–
–
500,000
500,000
500,000
500,000
–
–
–
–
Related corporation
DNP Holdings Berhad
Ordinary shares
Loh Soo Eng
Share options
Cheng Wai Keung
43
directors’ report
Directors’ interests in shares or debentures (continued)
(b) By virtue of Section 7 of the Companies Act (Cap. 50), Cheng Wai Keung and Edmund Cheng Wai Wing, who by virtue of their
interest of not less than 20% in the issued capital of the Company, are also deemed to have an interest in the shares of the
various subsidiary companies held by the Company.
(c)
There is no change in any of the above-mentioned interest between 30 June 2007 and 21 July 2007 except for Ne Chen Duen,
whose deemed interest decreased from 85,551,203 as at 30 June 2007 to 19,444,443 as at 21 July 2007.
Directors’ contractual benefits
Since the end of the preceding financial year, no director has received or become entitled to receive a benefit by reason of a contract
made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which
he has a substantial financial interest, except as disclosed in Note 35 to the financial statements.
Share options
(a)
The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”)
The 2001 Scheme was approved and adopted by the members of the Company at an Extraordinary General Meeting held on
31 August 2001.
The Share Option Scheme Committee of the Company has been designated as the committee responsible for the administration
of the 2001 Scheme. The Committee comprises the following members:
Cheng Wai Keung
Paul Tong Hon To
Pursuant to the 2001 Scheme, the full-time executives (including executive directors) of the Company or any of its subsidiary
companies or associated companies and non-executive directors of the Company are eligible to participate in the 2001 Scheme.
In addition, an executive or a non-executive director who is a controlling shareholder or his associate as defined in the Listing
Manual of the SGX-ST shall be eligible to participate in the 2001 Scheme if (a) his participation in the 2001 Scheme and (b)
the actual number of ordinary shares and the terms of the options to be granted have been approved by shareholders of the
Company in separate resolutions for each such person.
There were no share options granted to the controlling shareholders or their associates.
During the financial year, options were granted by the Company pursuant to the 2001 Scheme in respect of 1,905,000 ordinary
shares in the Company, of which 120,000 options were granted to a director Lee Kim Wah, and 1,785,000 options were granted
to 75 executives of the Group. There were no share options granted at a discount to the market price.
None of the participants of the 2001 Scheme received 5% or more of the total number of options available under the respective
Scheme except for the following:
Name of participants
Options granted
during the financial year
Number of Exercise
options granted price ($)
Aggregate options since
commencement of the Scheme to 30.06.2007
Options
Options
granted
exercised
Aggregate options
outstanding as at
30.06.2007
Directors of the Company
2001 Scheme
44
Lee Kim Wah
120,000
1.81
720,000
–
720,000
Loh Soo Eng
–
–
360,000
240,000
120,000
directors’ report
Share options (continued)
(a)
The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) (continued)
At 30 June 2007, the following options to subscribe for 4,549,000 ordinary shares in the Company were outstanding:
Date of grant
As at
01.07.2006
Number
of options
granted
Number
of options
exercised
Number
Number
of options of options
forfeited
expired
2001 Scheme
02.11.2001
05.11.2002
28.11.2003
19.11.2004
30.09.2005
05.09.2006
286,000
276,500
870,500
1,281,000
1,575,000
–
–
–
–
–
–
1,905,000
91,000
61,500
390,500
403,000
247,000
–
–
–
10,000
93,000
144,000
205,000
Total
4,289,000
1,905,000
1,193,000
452,000
As at
30.06.2007
Exercise
price ($)
Expiry date
–
–
–
–
–
–
195,000
215,000
470,000
785,000
1,184,000
1,700,000
0.678
0.653
0.745
0.934
1.430
1.810
01.11.2011
04.11.2012
27.11.2013
18.11.2014
29.09.2015
04.09.2016
–
4,549,000
(b)
The DNP Holdings Berhad (“DNP”) Employees’ Share Option Scheme (the “ESOS”)
DNP Holdings Berhad (“DNP”), a subsidiary of the Company, implemented the ESOS approved by the shareholders of DNP at
an Extraordinary General Meeting held on 11 May 2005.
The directors (including Non–Executive directors) and employees of DNP who as at the date of offer are confirmed with at least
one year of continuous service in DNP and its subsidiary companies are eligible to participate in the scheme. The ESOS will
allow granting of options to all eligible directors and employees by giving them the rights to subscribe for new shares of RM1.00
each, subject to the terms and conditions of the by–laws of the ESOS.
The details of the ESOS have been disclosed in the Directors’ Report of DNP.
At 30 June 2007, the following options to subscribe for 5,768,500 ordinary shares in DNP were outstanding:
Date of grant
01.12.2005
01.12.2005
31.01.2007
Total
As at
01.07.2006
Number
of options
granted
Number
of options
exercised
Number
Number
of options of options
forfeited
expired
4,830,000
6,878,000
–
–
–
4,696,000
–
4,214,500
1,278,000
510,000
220,000
93,000
4,320,000
–
–
–
2,443,500
3,325,000
11,708,000
4,696,000
5,492,500
823,000
4,320,000
5,768,500
As at
Exercise
30.06.2007 price (RM)
1.00
1.00
1.00
Expiry date
16.01.2007
15.05.2015
15.05.2015
Except for the above, no other options were granted by the Company or any subsidiary companies during the financial year and
there were no unissued shares under options at the end of the financial year.
45
directors’ report
Audit committee
The Audit Committee consists of four non-executive independent directors. The members of the Committee are:
Phua Bah Lee (Chairman)
Lee Han Yang
Boey Tak Hap
Paul Tong Hon To
The Audit Committee reviewed the Group’s accounting policies and system of internal controls on behalf of the Board of Directors
and performed the functions specified in Section 201B(5) of the Companies Act (Cap. 50). In performing its functions, the Committee
reviewed:
(a) the audit plans of the Company’s internal and external auditors and their evaluation of the system of internal controls arising
from their audit examinations;
(b)
the scope and results of internal audit procedures; and
(c)
the quarterly results and the full year consolidated financial statements of the Group for the financial year ended 30 June 2007
before their submission to the Board of Directors for approval and the auditors’ report on these financial statements.
The Audit Committee has nominated PricewaterhouseCoopers for re-appointment as auditors of the Company at the forthcoming
Annual General Meeting.
Auditors
The auditors, PricewaterhouseCoopers, have expressed their willingness to accept re-appointment.
On behalf of the directors
CHENG WAI KEUNGEDMUND CHENG WAI WING
Director
Director
Singapore
28 September 2007
46
statement by directors
In the opinion of the directors,
(a)
the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 49 to 111 are
drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group at 30 June 2007 and of the
results of the business, changes in equity and cash flows of the Group for the financial year then ended; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they fall due.
On behalf of the directors
CHENG WAI KEUNGEDMUND CHENG WAI WING
Director
Director
Singapore
28 September 2007
47
independent auditors’ report to the members
of wing Tai Holdings Limited
We have audited the accompanying financial statements of Wing Tai Holdings Limited (the “Company”) and its subsidiary companies
(the “Group”) set out on pages 49 to 111 which comprise the balance sheets of the Company and of the Group as at 30 June 2007,
and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement of the
Group for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.
Directors’ Responsibility for the Financial Statements
The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with
the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards. This responsibility includes designing,
implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by
directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion,
(a)
the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance
with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards so as to give a
true and fair view of the state of affairs of the Company and of the Group as at 30 June 2007, and the results, changes in equity
and cash flows of the Group for the financial year ended on that date; and
(b)
the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
PricewaterhouseCoopers
Certified Public Accountants
Singapore
28 September 2007
48
consolidated income statement
Revenue
Note
Group
2007
$’000
2006
$’000
4
981,634
889,258
Cost of sales
(636,640)
(664,863)
Gross profit
344,994
224,395
Other gains – net 5
219,362
15,440
Expenses
– Distribution – Administrative – Other (58,703)
(69,928)
(13,869)
(40,370)
(44,225)
(45,120)
Operating profit
421,856
110,120
Finance costs
Share of profit of associated and joint venture companies
8
(32,057)
110,107
(40,297)
87,082
499,906
156,905
9(a)
(58,155)
(21,163)
Total profit
441,751
135,742
Attributable to:
Equity holders of the Company
Minority interests
381,835
59,916
128,028
7,714
441,751
135,742
53.12
53.03
17.84
17.81
Income tax expense
Earnings per share attributable to equity holders of the Company (cents)
Basic
Diluted
10(a)
10(b)
49
balance sheets
as at 30 June 2007
Note
Group
Company
2007
2006
$’000
$’000
2007
$’000
2006
$’000 11
12
13
14
15
16
410,790
735
100,673
24,985
987,359
36,856
1,561,398
308,538
2,208
76,686
23,717
1,048,276
42,789
1,502,214
129,138
–
383,324
–
–
7,408
519,870
168,425
1,874
383,226
–
–
10,792
564,317
Non–current assets
Available–for–sale financial assets
17
Trade and other receivables
18
Investments in associated companies
19
Investments in joint venture companies
20
Investments in subsidiary companies
21
Investment properties
22
Property, plant and equipment
23
Total assets
33,183
248,528
431,586
111,126
–
574,219
173,145
1,571,787
3,133,185
7,774
238,701
371,749
89,870
–
417,970
117,328
1,243,392
2,745,606
3,793
586,567
–
–
241,300
82,000
10,935
924,595
1,444,465
3,793
660,293
–
–
253,392
–
90,533
1,008,011
1,572,328
24
12
25
140,849
26,134
10,063
190,497
367,543
104,786
11,732
357
246,368
363,243
175,510
2,357
10,019
–
187,886
212,516
2,275
–
50,000
264,791
Non–current liabilities
Borrowings
25
Deferred income tax liabilities
9
Other non–current liabilities
27
Total liabilities
864,355
52,425
184,680
1,101,460
1,469,003
861,347
7,444
251,695
1,120,486
1,483,729
275,000
158
55,037
330,195
518,081
275,000
158
77,029
352,187
616,978
NET ASSETS
1,664,182
1,261,877
926,384
955,350
EQUITY
Capital and reserves attributable to
equity holders of the company
Share capital
28
Other reserves
29
Retained earnings
30
Minority interests
688,316
87,484
713,549
1,489,349
174,833
687,193
204,874
257,814
1,149,881
111,996
688,316
(1,622)
239,690
926,384
–
687,193
83,782
184,375
955,350
–
Total equity
1,664,182
1,261,877
926,384
955,350
ASSETS
Current assets
Cash and cash equivalents
Derivative financial instruments Trade and other receivables
Inventories
Development properties
Other current assets
LIABILITIES
Current liabilities
Trade and other payables
Current income tax liabilities
Derivative financial instruments
Borrowings
50
consolidated statement
of changes in equity
Attributable to equity holders of the Company
Note
Share capital
$’000
Other
reserves
$’000
Retained
earnings
$’000
Total
$’000
Minority
interests
$’000
Total
equity
$’000
2007
Beginning of financial year,
as previously reported
Effect of adopting FRS 40
3
687,193
–
204,874
(127,491)
257,814
108,399
1,149,881
(19,092)
111,996 1,261,877
(213)
(19,305)
As restated 687,193
77,383
366,213
1,130,789
111,783
1,242,572
–
–
–
11,556
(12,225)
(10,884)
–
–
–
11,556
(12,225)
(10,884)
11,463
–
3,171
23,019
(12,225)
(7,713)
Fair value gains on available–for–sale financial assets Cash flow hedges
Currency translation differences
Revaluation gain on property, plant and equipment Share of capital reserves of associated and joint venture companies
–
1,475
–
1,475
41
1,516
–
18,941
–
18,941
841
19,782
Net gains recognised directly in equity
Net profit
–
–
8,863
–
–
381,835
8,863
381,835
15,516
59,916
24,379
441,751
Total recognised gains –
8,863
381,835
390,698
75,432
466,130
Cost of share–based payment
Issue of shares on exercise of share options
Issue of shares by subsidiary company to minority shareholders
Ordinary dividends paid
Liquidation of subsidiary company
Acquisition of subsidiary company
Acquisition of additional interest in subsidiary companies
–
1,238
–
1,238
143
1,381
28
1,123
–
–
1,123
–
1,123
26
–
–
–
–
–
–
–
–
–
(34,499)
–
–
–
(34,499)
–
–
2,402
–
(6,486)
8,391
2,402
(34,499)
(6,486)
8,391
–
–
–
–
(16,832)
(16,832)
End of financial year
688,316
87,484
713,549
1,489,349
174,833
1,664,182
51
consolidated statement
of changes in equity
Attributable to equity holders of the Company
Share capital
$’000
2006
Beginning of financial year,
as previously reported
179,027
–
–
501,600
–
–
193,470
–
466
141,331 1,015,428
6,025
6,025
(466)
–
As restated
179,027
–
501,600
–
193,936
(5,922)
146,890 1,021,453 (19,960) 1,001,493
–
(5,922)
–
(5,922)
179,027
501,600
188,014
146,890 1,015,531
–
–
–
–
8,084
(12,646)
–
–
–
–
5,178
–
–
Cash flow hedges
Revaluation gain on investment property and property, plant and equipment
Share of capital reserves of associated
and joint venture companies
Realisation of reserve upon sale of investment property and property, plant and equipment
Share
Other Retained
premium reserves earnings
$’000
$’000
$’000
Total
$’000
Minority
interests
$’000
Total
equity
$’000
(19,960)
–
–
995,468
6,025
–
(19,960)
995,571
8,084
(12,646)
–
(1,006)
8,084
(13,652)
–
5,178
(646)
4,532
11,091
–
11,091
4,784
15,875
–
–
8,910
121
9,031
–
9,031
Net gains recognised directly in equity
Net profit
–
–
–
–
20,617
–
121
128,028
20,738
128,028
3,132
7,714
23,870
135,742
Total recognised gains –
–
20,617
128,149
148,766
10,846
159,612
Cost of share–based payment
Issue of shares on exercise of
share options
Transfer to Share Capital upon commencement of Companies (Amendment) Act 2005
Issue of shares by subsidiary company to minority shareholder
Dividends paid by subsidiary company to minority shareholders
Ordinary dividends paid
Liquidation of subsidiary company
–
–
956
–
956
–
956
771
1,082
–
–
1,853
–
1,853
507,395
(502,682)
(4,713)
–
–
–
–
–
–
–
–
–
400
400
–
–
–
–
–
–
–
–
–
–
–
–
–
(17,225)
–
–
–
(5,590)
(17,225)
–
– (16,280)
– 142,580
(5,590)
(17,225)
(16,280)
142,580
687,193
–
204,874
257,814 1,149,881 111,996 1,261,877
An analysis of the movements in each category within “Other reserves” is presented in Note 29.
52
consolidated cash flow statement
Note
2007
$’000
Group
2006
$’000
Cash flows from operating activities
Total profit Adjustments for:
Income tax expense
Depreciation of property, plant and equipment
Impairment on property, plant and equipment Fair value (gains)/losses on investment properties
Revaluation loss on property, plant and equipment
Fair value gains on derivative financial instruments Negative goodwill arising from additional shares in a subsidiary company
Gain on disposal of property, plant and equipment
Gain on disposal of subsidiary company
Gain on disposal of associated company
Interest income
Interest expense
Share options expense
Allowance for foreseeable losses on development properties
Translation difference
441,751
135,742
58,155
8,331
–
(189,033)
241
(1,046)
(7,695)
(713)
(742)
(4,024)
(12,218)
32,057
(110,107)
1,381
–
4,072
21,163
5,069
3,170
3,007
1,711
–
(1,636)
(491)
–
–
(8,040)
40,297
(87,082)
956
31,211
2,938
Operating cash flow before working capital changes
220,410
148,015
Changes in operating assets and liabilities:
Balances with associated and joint venture companies
Inventories
Debtors
Creditors
4,056
100,598
(1,268)
(29,432)
(6,789)
(1,564)
10,513
13,383
(23,215)
(32,640)
Cash generated from operations
287,575
114,492
34
(1,632)
287,609
112,860
23,762
(16,321)
(300)
(12,255)
1,052
–
2,935
(2,340)
1,493
10,675
12,448
4,343
–
–
(5,830)
2,877
230,000
–
(3,921)
907
9,735
11,097
21,149
249,208
Income tax refunded/(paid)
Net cash generated from operating activities
Cash flows from investing activities
Acquisition of subsidiary company, net of cash acquired
Acquisition of additional interest in subsidiary companies
Investment in joint venture company
Purchases of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of investment property
Proceeds from disposal of subsidiary company
Purchases of available–for–sale financial assets
Advancement of the loans from associated and joint venture companies
Dividends received
Interest received
11
11
11
Net cash generated from investing activities
53
consolidated cash flow statement
Note
2007
$’000
1,123
2,402
(78,380)
(52,863)
(34,499)
–
(44,413)
1,853
400
151
(124,284)
(17,225)
(5,590)
(46,948)
Net cash used in financing activities
(206,630)
(191,643)
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of financial year Effects of foreign exchange rate changes on cash and cash equivalents
102,128
308,538
124
170,425
138,075
38
Cash and cash equivalents at end of financial year
410,790
308,538
Cash flows from financing activities
Proceeds from issue of ordinary shares
Proceeds from issue of ordinary shares by subsidiary company to minority shareholders
(Repayment)/advancement of the loans from minority shareholders
Repayment of borrowings
Dividends paid to shareholders
Dividends paid to minority shareholders
Interest paid
54
11
Group
2006
$’000
notes to the financial statements
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1.General
The Company is incorporated and domiciled in Singapore and is listed on the Singapore Exchange. The address of its registered
office is 3 Killiney Road, #10-01 Winsland House I, Singapore 239519.
The principal activity of the Company is that of an investment holding company. The principal activities of the Company’s
subsidiary companies are shown in Note 37.
2.Significant accounting policies
2.1 Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The
financial statements have been prepared under the historical cost convention, except as disclosed in the accounting
policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the
process of applying the Group’s accounting policies. It also requires the use of accounting estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the financial year. Although these
estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ
from those estimates.
Interpretations and amendments to published standards effective in 2006
On 1 July 2006, the Group adopted the new or revised FRS and Interpretations to FRS (INT FRS) that are mandatory for
application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with
the relevant transitional provisions in the respective FRS and INT FRS.
The following are the FRS and INT FRS that are relevant to the Group:
FRS 19 (Amendment)
FRS 21 (Amendment)
FRS 32 (Amendment)
FRS 39 (Amendment)
INT FRS 104
Employee Benefits
The Effects of Changes in Foreign Exchange Rates
Financial Instruments: Disclosure and Presentation
Financial Instruments: Recognition and Measurement
Determining whether an Arrangement contains a Lease
The Group has early adopted FRS 40 Investment Property on 1 July 2006.
The adoption of the above FRS or INT FRS did not result in any substantial changes to the Group’s accounting policies,
except for the adoption of FRS 40 Investment Property, the effect of which is disclosed in Note 3.
2.2 Revenue recognition
Revenue for the Group comprises the fair value of the consideration received or receivable for the sale of properties and
goods, rental income from operating leases and investment properties and rendering of services, net of goods and services
tax, rebates and discounts, and after eliminating sales within the Group. Revenue is recognised as follows:
(a) Sale of goods
Revenue from sales of goods is recognised when a Group entity has delivered the products to the customer, the customer
has accepted the products and collectibility of the related receivables is reasonably assured, except for income from sale
of development properties, which is recognised using the percentage of completion method as disclosed in Note 2.8. (b) Rendering of services
Revenue from rendering of services is recognised over the period in which the services are rendered, by reference to
completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total
services to be performed.
55
2.Significant accounting policies (continued)
2.2 Revenue recognition (continued)
(c) Interest income
Interest income is recognised on a time-proportion basis using the effective interest method.
(d) Dividend income
Dividend income is recognised when the right to receive payment is established.
(e) Rental income
Rental income from operating leases on investment properties is recognised on a straight-line basis over the lease term.
(f)
Management fee
Management fee comprises charges for the management and maintenance of properties, finance and administration
fees.
Revenue from management fee is recognised over the period in which the management services are rendered.
2.3 Group accounting
(a) Subsidiary companies
Subsidiary companies are entities over which the Group has power to govern the financial and operating policies,
generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls
another entity.
The purchase method of accounting is used to account for the acquisition of subsidiary companies. The cost of
an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the
date of acquisition, irrespective of the extent of any minority interest. Please refer to Note 2.4 for the accounting policy
on goodwill on acquisition of subsidiary companies.
Subsidiary companies are consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date on which control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the accounting policies adopted by the Group.
Minority interest is that part of the net results of operations and of net assets of a subsidiary company attributable
to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the
fair value of the subsidiary companies’ identifiable assets and liabilities at the date of acquisition by the Group and
the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the
minority in a subsidiary company exceed the minority interest in the equity of that subsidiary company. In such
cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company,
unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary company
subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company
until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered.
Please refer to Note 2.5 for the Company’s accounting policy on investments in subsidiary companies in the separate
financial statements of the Company.
56
2.3 Group accounting (continued)
(b) Transactions with minority interests
The Group applies a policy of treating transactions with minority interests as transactions with parties external to the
Group. Disposals to minority interests, which result in gains and losses for the Group, are recorded in the income
statement. The difference between any consideration paid to minority interests for purchases of additional equity
interest in a subsidiary company and the incremental share of the carrying value of the net assets of the subsidiary
company is recognised as goodwill.
(c) Associated and joint venture companies
Associated companies are entities over which the Group has significant influence, but not control, generally
accompanying a shareholding of between and including 20% and 50% of the voting rights. Joint venture companies
are entities over which the Group has contractual arrangements to jointly share the control over the economic activity
of the entities with one or more parties. Investments in associated and joint venture companies are accounted for in the consolidated financial statements
using the equity method of accounting. Investments in associated and joint venture companies in the consolidated
balance sheet include goodwill (net of accumulated amortisation) identified on acquisition, where applicable. Please
refer to Note 2.4 for the Group’s accounting policy on goodwill.
Investments in associated and joint venture companies are initially recognised at cost. The cost of an acquisition is
measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date
of exchange, plus costs directly attributable to the acquisition.
In applying the equity method of accounting, the Group’s share of its associated and joint venture companies’ postacquisition profits or losses is recognised in the income statement and its share of post-acquisition movements
in reserves is recognised in equity directly. These post-acquisitions movements are adjusted against the carrying
amount of the investments. The amounts used for equity accounting are based on the most recent audited financial
statements of the associated and joint venture companies, and where the accounting period is not co-terminous
with that of the Group, reference is made to the most recent audited or management statements of the companies
concerned, made up to dates not more than three months prior to the end of the financial year of the Group.
When the Group’s share of losses in an associated company or joint venture company equals or exceeds its interest
in the associated or joint venture company, including any other unsecured receivables, the Group does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the associated company or joint
venture company.
In applying the equity method of accounting, unrealised gains on transactions between the Group and its associated
and joint venture companies are eliminated to the extent of the Group’s interest in the associated and joint venture
companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
asset transferred. Accounting polices of associated and joint venture companies have been changed where necessary
to ensure consistency with the accounting policies adopted by the Group. Please refer to Note 2.5 for the Company’s accounting policy on investments in associated and joint venture companies.
57
2.4 Goodwill
Goodwill represents the excess of the cost of acquisition of subsidiary companies, associated companies or joint venture
companies over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary companies,
associated companies or joint venture companies at the date of acquisition. Goodwill on acquisition of subsidiary
companies occurring on or after 1 January 2001 is included in intangible assets. Goodwill on acquisition of associated
and joint venture companies occurring on or after 1 January 2001 is included in the carrying amount of investments in
associated and joint venture companies respectively. Goodwill on acquisition that occurred prior to 1 January 2001 has
been taken in full to retained earnings; such goodwill has not been retrospectively capitalised and amortised.
Goodwill for acquisitions post 1 January 2005 is determined after deducting the Group’s share of their identifiable net
assets and contingent liabilities. From 1 January 2005, goodwill recognised as intangible asset is tested at least annually
for impairment and carried at cost less accumulated impairment losses (Note 2.10).
Gains and losses on the disposal of subsidiary companies, associated companies and joint ventures companies include
the carrying amount of goodwill relating to the entity sold but exclude goodwill previously taken to retained earnings (preJanuary 2001 acquisition). Such goodwill previously adjusted against retained earnings are not recognised in the income
statement.
2.5 Investments in subsidiary companies, associated companies and joint venture companies
Investments in subsidiary companies, associated companies and joint ventures companies are stated at cost less
impairment losses (Note 2.10) in the Company’s balance sheet.
On disposal of investments in subsidiary companies, associated companies and joint ventures companies, the difference
between net disposal proceeds and the carrying amount of the investment is taken to the income statement.
2.6 Property, plant and equipment
(a) Measurement
(i)
Land and buildings
Land and buildings are initially recorded at cost. Freehold and 999-year leasehold land are subsequently stated at fair value less accumulated impairment losses
(Note 2.10). Buildings and leasehold land are subsequently stated at fair value less accumulated depreciation
and accumulated impairment losses (Note 2.10). Properties under development are properties being constructed
or developed and are carried at cost less accumulated impairment losses until construction or development is
completed.
Fair values of land and buildings are determined by an independent professional valuer once every three years
and whenever their carrying amounts are likely to differ materially from their fair values. When an asset is revalued,
any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the
asset. The net amount is then restated to the revalued amount of the asset.
Increases in carrying amount arising from revaluation are credited to the asset revaluation reserve, unless they
offset previous decreases in the carrying amount of the same asset, in which case, they are credited to the income
statement. Decreases in carrying amounts that offset previous increases of the same asset are charged against
the asset revaluation reserve. All other decreases in carrying amounts are charged to the income statement. (ii) Other property, plant and equipment
58
All other items of property, plant and equipment are initially recognised at cost and subsequently carried at cost
less accumulated depreciation and accumulated impairment losses (Note 2.10).
2.6 Property, plant and equipment (continued)
(a)Measurement (continued)
(iii) Components of cost
The cost of an item of property, plant and equipment includes its purchase price and any cost that is directly
attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the
manner intended by management. The projected cost of dismantlement, removal or restoration is also included
as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration
is incurred as a consequence of acquiring or using the asset.
(b) Depreciation
Freehold and 999-year leasehold land and properties under development are not depreciated. Depreciation on other
items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable
amounts over their estimated useful lives. The annual depreciation rates are as follows:
Leasehold land and buildings
Motor vehicles
Office equipment
Furniture and fittings 1 - 3% or over the remaining lease period, whichever is shorter
20%
10 - 33%
10% or over the remaining lease period, whichever is shorter
The residual values and useful lives of property, plant and equipment are reviewed, and adjusted as appropriate, at
each balance sheet date. The effects of any revision of the residual values and useful lives are included in the income
statement for the financial year in which the changes arise.
(c) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the
carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. Other subsequent expenditure is recognised as repair
and maintenance expense in the income statement during the financial year in which it is incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and
its carrying amount is taken to the income statement. Any amount in revaluation reserve relating to that asset is
transferred to retained earnings directly.
2.7 Investment properties
Investment properties for the Group are held for long-term rental yields and are not occupied substantially by the Group.
Investment properties are stated at fair value and changes in fair value of the investment properties are taken to the income
statement in the period in which the changes arise. The fair value of the investment properties reflect the market conditions
at year-end.
If an investment property becomes substantially owner-occupied, it is reclassified as property, plant and equipment and
its fair value at the date of reclassification becomes its cost for accounting purposes. Property that is being constructed
or developed for future use as investment property is classified as properties under development until development is
completed, at which time it is reclassified and accounted for as investment property.
On disposal of an investment property, the difference between the net disposal proceeds and carrying amount is taken to
the income statement.
59
2.8 Development properties
Development properties are stated at cost plus attributable profits, less foreseeable losses, less progress payments
received and receivable. An allowance is made where the estimated net realisable value of the development properties has
fallen below their carrying value.
Cost includes cost of land and other direct and related expenditure, including interest on borrowings, incurred in developing
the properties. Interest and other related expenditure are capitalised as and when the activities that are necessary to get
the asset ready for its intended development are in progress.
The interest on borrowings capitalised is arrived at by reference, where appropriate, to the actual rate payable on borrowings
for development purposes, and with regard to that part of the development cost financed out of general funds, at the
average rate paid on funding the assets financed by the Group.
Where development properties are tenanted, and redevelopment cannot commence until existing tenancies have ended,
rental income is set off against overhead expenditure capitalised as part of the cost of the properties.
Profit on the sale of properties under development is recognised in the financial statements using the percentage of
completion method based on the stage of completion as certified by the architects or quantity surveyors for the individual
units sold. Losses are provided for in full as soon as they are foreseeable. Significant assumptions are required in
determining the percentage of completion, the total estimated development costs and the estimated total revenue. In
making the assumptions, the Group evaluates them by relying on past experience and the work of specialists. Revenue
from sale of development properties is disclosed in Note 4.
2.9 Properties held for sale
Properties held for sale are stated at the lower of cost and estimated net realisable value.
2.10Impairment of non-financial assets
(a) Goodwill
Goodwill is tested annually for impairment, as well as when there is any indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash generating units
(“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable
amount of a CGU. Recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value in use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU
and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
Impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period.
(b) Property, plant and equipment
Investments in subsidiary companies, associated companies and joint venture companies
Property, plant and equipment and investments in subsidiary companies, associated companies and joint venture
companies are reviewed for impairment whenever there is any indication that these assets may be impaired. If any
such indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the
asset is estimated to determine the amount of impairment loss.
For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis
unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the
case, recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount
of the asset (or CGU) is reduced to its recoverable amount. The impairment loss is recognised in the income statement
unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease. Please refer to Note 2.6 for the treatment of revaluation decrease.
60
2.10Impairment of non-financial assets (continued)
(b) Property, plant and equipment
Investments in subsidiary companies, associated companies and joint venture companies (continued)
An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the
estimates used to determine the assets’ recoverable amount since the last impairment loss was recognised. The
carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this
amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation)
had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset
other than goodwill is recognised in the income statement, unless the asset is carried at revalued amount, in which
case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same
revalued asset was previously recognised in the income statement, a reversal of that impairment is also recognised
in the income statement.
2.11Financial assets
(a) Classification
The Group classifies its financial assets in the following categories: loans and receivables and available-for-sale. The
classification depends on the purpose for which the assets were acquired. Management determines the classification
of its financial assets at initial recognition and re-evaluates this designation at every reporting date.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except those maturing more than 12 months
after the balance sheet date which are classified as non-current assets. Loans and receivables are classified
within trade and other receivables on the balance sheet.
(ii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified
in any of the other categories. They are included in non-current assets unless management intends to dispose of
the assets within 12 months after the balance sheet date.
(b) Recognition and derecognition
Regular purchases and sales of investments are recognised on trade-date - the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. (c) Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.
(d) Subsequent measurement
Available-for-sale financial assets are subsequently carried at fair value. Loans and receivables are carried at amortised
cost using the effective interest method.
Changes in the fair value of monetary assets denominated in a foreign currency and classified as available-for-sale
are analysed into translation differences resulting from changes in amortised cost of the asset and other changes.
The translation differences are recognised in the income statement, and other changes are recognised in the fair
value reserve within equity. Changes in fair values of other monetary and non-monetary assets that are classified as
available-for-sale are recognised in the fair value reserve within equity.
Interest on available-for-sale financial assets, calculated using the effective interest method, is recognised in the
income statement. Dividends on available-for-sale equity securities are recognised in the income statement when
the Group’s right to receive payment is established. When financial assets classified as available-for-sale are sold or
impaired, the accumulated fair value adjustments recognised in the fair value reserve within equity are included in the
income statement as “gains and losses from investment securities”.
61
2.11Financial assets (continued)
(e) Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group
of financial assets is impaired.
(i)
Loans and receivables
An allowance for impairment of loans and receivables, including trade and other receivables, is recognised when
there is objective evidence that the Group will not be able to collect all amounts due according to the original
terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the
receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and
the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of
the allowance for impairment is recognised in the income statement within “Administrative expenses”.
(ii) Available-for-sale financial assets
In the case of an equity security classified as available-for-sale, a significant or prolonged decline in the fair value
of the security below its cost is considered an indicator that the security is impaired.
When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that
has been recognised directly in the fair value reserve is removed from the fair value reserve within equity and
recognised in the income statement. The cumulative loss is measured as the difference between the acquisition
cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss on
that financial asset previously recognised in income statement. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale
financial assets are not reversed through the income statement.
2.12Financial guarantees
The Company has issued corporate guarantees to banks for bank borrowings of its subsidiary companies. These guarantees
are financial guarantee contracts as they require the Company to reimburse the banks if the subsidiary companies fail to
make principal or interest payments when due in accordance with the terms of their borrowings.
Financial guarantee contracts are initially recognised at their fair values plus transaction costs.
Financial guarantee contracts are subsequently amortised to the income statement over the period of the subsidiary
companies’ borrowings, unless the Company has incurred an obligation to reimburse the bank for an amount higher than
the unamortised amount. In this case, the financial guarantee contracts shall be carried at the expected amount payable
to the bank.
2.13Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out method. The cost of finished goods and work-in-progress comprises materials, direct labour, other direct costs and related
production overheads (based on normal operating capacity) but exclude borrowing costs. Net realisable value is the
estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Work-in-progress is stated at cost plus attributable profits, less progress payments received and receivable. Cost includes
materials, direct labour and an appropriate proportion of production overhead expenditure.
Allowance is made where applicable for the total anticipated losses on long-term contracts on hand as soon as the
possibility of loss is ascertained.
62
2.14Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the
income statement over the period of the borrowings using the effective interest method.
Borrowings which are due to be settled within 12 months after the balance sheet date are presented as current borrowings
even though the original term was for a period longer than 12 months and an agreement to refinance, or to reschedule
payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised
for issue. Other borrowings due to be settled more than 12 months after the balance sheet date are presented as noncurrent borrowings in the balance sheet.
2.15Derivative financial instruments and hedging activities
A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is
subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also
documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as
hedging instruments are highly effective in offsetting changes in cash flows of the hedged items.
The full fair value of a hedging derivative is presented as a non-current asset or liability if the remaining hedge item is more
than 12 months, and as a current asset or liability, if the remaining maturity of the hedged item is less than 12 months.
(a) Cash flow hedge
The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk
on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts
and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group
to raise non-current borrowings at floating rates and swap them into fixed rates that are lower than those available if
it borrowed at fixed rates directly. The change in fair values relating to the effective portion of the interest rate swaps are recognised in the hedging reserve
within equity and transferred to the income statement in the periods when the interest expense on the borrowings are
recognised in the income statement. The changes in fair values relating to the ineffective portion of the interest rate
swaps are recognised immediately in the income statement within “Other gains - net”.
The Group also entered into foreign currency contracts to hedge anticipated purchases. These contracts do not
qualify for hedge accounting and consequently, the changes in fair values of these contracts are included in the
income statement in the period it arises [see Note 2.15(b)].
(b) Derivatives that do not qualify for hedge accounting
Fair value changes for derivative instruments that do not qualify for hedge accounting are included in the income
statement in the financial year when the changes arise.
2.16Fair value estimation
The carrying amounts of current financial assets and liabilities, carried at amortised cost, are assumed to approximate
their fair values.
The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities
and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial
assets held by the Group are the current bid prices; the appropriate quoted market prices for financial liabilities are the
current ask prices. The fair values of interest rate swaps are calculated as the present value of the estimated future cash
flows, discounted at actively quoted interest rates. The fair values of forward currency contracts are determined using
actively quoted forward currency rates at the balance sheet date.
63
2.16Fair value estimation (continued)
The fair value of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows
at the current market interest rates that are available to the Group for similar financial liabilities.
2.17Operating leases
(a) When a group company is the lessee:
Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor)
are taken to the income statement on a straight-line basis over the period of the lease.
Contingent rents are recognised as an expense in the income statement in the financial year in which they are incurred.
When an operating lease is terminated before the lease period has expired, any payment required to be made to the
lessor by way of penalty is recognised as an expense in the financial year in which the termination takes place.
(b) When a group company is the lessor
Assets leased out under operating leases are included in investment properties.
Rental income from operating leases (net of any incentives given to lessees) is recognised in the income statement on
a straight-line basis over the lease term.
Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognised as an expense in the income statement over the lease term on the same
basis as the lease income.
Contingent rents are recognised as income in the income statement in the financial year in which they are earned.
2.18Income taxes
Current income tax liabilities (and assets) for current and prior periods are recognised at the amounts expected to be paid
to (or recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted
by the balance sheet date.
Deferred income tax assets/liabilities are recognised for all deductible taxable temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income
tax assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination
and at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associated
companies and joint venture companies, except where the Group is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised.
Deferred income tax assets and liabilities are measured at:
(a) the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income
tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance
sheet date; and
(b) the tax consequence that would follow from the manner in which the Group expects, at the balance sheet date, to
recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income tax are recognised as income or expenses in the income statement for the period, except to
the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred
income tax on temporary differences arising from the revaluation gains and losses on land and buildings, fair value gains
and losses on available-for-sale financial assets and cash flow hedges are charged or credited directly to equity in the
same period the temporary differences arise. Deferred income tax arising from a business combination is adjusted against
goodwill on acquisition.
64
2.19Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more likely than
not that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.
2.20Employee compensation
(a) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into
separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has
no further payment obligations once the contributions have been paid. The Group’s contributions are recognised as
employee compensation expense when they are due.
(b) Share-based compensation
The Group operates an equity-settled, share-based compensation plan. The fair value of the employee services
received in exchange for the grant of the options is recognised as an expense in the income statement with a
corresponding increase in the share option reserve over the vesting period. The total amount to be recognised over
the vesting period is determined by reference to the fair value of the options granted on the date of grant. Non-market
vesting conditions are included in the estimation of the number of shares under options that are expected to become
exercisable on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares
under options that are expected to become exercisable on the vesting date and recognises the impact of the revision
of the estimates in the income statement, with a corresponding adjustment to the share option reserve over the
remaining vesting period.
When the options are exercised, the proceeds received (net of any directly attributable transaction costs) are credited
to share capital when new ordinary shares are issued.
2.21Currency translation
(a) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (“functional currency”). The financial statements are presented in
Singapore Dollar, which is the Company’s functional currency.
(b) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional
currency using the exchange rates prevailing at the dates of the transactions. Currency translation gains and losses
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated
in foreign currencies at the closing rates at the balance sheet date are recognised in the income statement, except
for currency translation differences on the net investment in foreign operations, borrowings in foreign currencies and
other currency instruments qualifying as net investment hedges for foreign operations, which are included in the
currency translation reserve within equity in the consolidated financial statements [Note 2.21(d)].
Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at
the date when the fair values are determined. Currency translation differences on non-monetary items whereby the
gains or losses are recognised directly in equity, such as equity investments classified as available-for-sale financial
assets, investment properties and property, plant and equipment are included in the fair value reserve and asset
revaluation reserve respectively.
(c) Translation of Group entities’ financial statements
The results and financial position of all the group entities that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
(i)
Assets and liabilities are translated at the closing rate at the date of the balance sheet;
(ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated using the exchange rates at the dates of the transactions); and
(iii) All resulting exchange differences are taken to the currency translation reserve within equity.
65
2.21Currency translation (continued)
(c) Translation of Group entities’ financial statements (continued)
Goodwill and fair value adjustments on acquisition of foreign operations occurring on or after 1 January 2005 are
treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of the balance
sheet. For acquisitions that occurred prior to 1 January 2005, the exchange rates at the dates of the acquisitions
are used.
(d) Consolidation adjustments
On consolidation, currency translation differences arising from the net investment in foreign operations, borrowings
in foreign currencies and other currency instruments designated as hedges of such investments, are taken to the
currency translation reserve. When a foreign operation is sold, such currency translation differences recorded in the
currency translation reserve are recognised in the income statement as part of the gain or loss on disposal.
2.22Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business
segment), or in providing products or services within a particular economic environment (geographical segment), which is
subject to risks and returns that are different from those of other segments.
Segment information is presented in respect of the Group’s business and geographical segment. The primary format,
business segments, is based on both the Group’s principal activities and its management and internal reporting structure.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location
of customers. Segment assets are based on the geographical location of the assets.
Inter-segment pricing is determined on an arm’s length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis. Unallocated items comprise mainly current and deferred income tax assets and liabilities. Segment
capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment.
2.23Cash and cash equivalents
Cash and cash equivalents include interest-bearing bank accounts, fixed deposits with financial institutions and cash and
bank balances. 2.24Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account. 2.25Dividend
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the
financial year in which the dividends are approved by the shareholders.
2.26Trade and other payables
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost, using the
effective interest method.
66
3.Effects on financial statements on adoption of new FRS
FRS 40 Investment Property
Prior to the adoption of FRS 40, investment properties are stated at fair value based on their open market values. Increases in
carrying amount arising from the revaluation of each class of investment properties are taken to an asset revaluation reserve in
shareholders’ equity, unless they are directly related to previous decreases in carrying amount that were taken to the income
statement. Such increases are taken to income statement to the extent that they offset previously recorded decreases. Decreases
in the carrying amount that offset previous increases of the same class of asset are taken to asset revaluation reserve; all other
decreases are taken to the income statement.
With the adoption of FRS 40, changes in fair values of investment properties are included in the income statement. Investment
properties which do not meet the recognition criteria under FRS 40 are reclassified as property, plant and equipment under
FRS 16 Property, Plant and Equipment. Property, plant and equipment which meet the recognition criteria under FRS 40 are
reclassified as investment properties. In addition, in accordance with FRS 12 Income Taxes, the Group has also provided for
deferred income tax on the revaluation surplus.
This change in accounting policy has been accounted for prospectively in accordance with the transitional provisions of FRS 40
and the effects of the change on the balance sheets as at 30 June 2007 and 1 July 2006 and the consolidated income statement
and earnings per share for the financial year are as follows:
Group
Increase/(Decrease)
As at
As at
30 June 2007
1 July 2006
$’000
$’000
Balance sheets
Property, plant and equipment
Asset revaluation and other reserves
Retained earnings
Minority interests
(19,865)
(35,826)
35,826
41,075
(127,491)
308,413
7,917
(8,782)
(35,826)
35,826
10,523
(127,491)
108,399
(213)
Company
Increase/(Decrease)
As at
As at
30 June 2007 1 July 2006
$’000
$’000
–
82,000
(82,000)
–
(76,018)
76,018
–
–
82,000
(82,000)
–
(76,018)
76,018
–
Group
Increase
2007
$’000
Consolidated Income Statement
Fair value gains on investment properties
Less: Deferred income tax expense Minority interests
189,033
49,663
30,552
8,130
200,014
Earnings per share (cents)
Basic Diluted
27.82
27.79
67
4.Revenue
2007
$’000
Group
2006
$’000
Revenue from sale of:
– development properties
– goods and services
Rental income Management fees
Dividend income
752,936
184,421
36,296
7,981
–
727,865
121,588
33,346
4,849
1,610
981,634
889,258
5.Other gains – net
2007
$’000
Leasing income
Interest income from:
– associated companies
– joint venture companies
– banks
Negative goodwill arising from additional shares in subsidiary company
Gain on disposal of plant, property and equipment Gain on disposal of subsidiary company
Gain on disposal of associated company
Fair value gains on investment properties Fair value gains on derivative financial instruments
Other miscellaneous gains
1,644
1,517
54
1,884
10,280
7,695
713
742
4,024
189,033
1,046
2,247
–
700
7,340
1,636
491
–
–
–
–
3,756
219,362
15,440
6.
expenses by nature
Depreciation of property, plant and equipment (Note 23)
Employee compensation (Note 7)
Allowance for/(write–back of) impairment of trade receivables
Write–down of inventory
Reversal of inventory write–down made in preceding financial years (Note 14)
Rental on operating leases
Foreign exchange (gain)/loss
Allowance for foreseeable losses on development properties
Development cost included in cost of sales
Raw materials and finished goods
Impairment of property, plant and equipment (Note 23)
68
2007
$’000
8,331
81,042
137
2,064
(1,326)
44,773
(162)
–
518,642
75,170
–
Group
Group
2006
$’000
2006
$’000
5,069
44,611
(411)
1,759
(773)
35,337
578
31,211
579,251
71,747
3,170
7.Employee compensation
2007
$’000
Group
2006
$’000
Wages and salaries (including directors’ remuneration)
Employer’s contribution to defined contribution plans including Central Provident Fund
Share options expense
73,438
6,223
1,381
40,359
3,296
956
81,042
44,611
Please refer to Note 35(b) for directors’ remuneration.
8.Finance costs
2007
$’000
Group
2006
$’000
Interest expense
– term loans
– other loans 1,586
30,471
–
829
39,086
382
32,057
40,297
9.Income taxes
(a) Income tax expense
2007
$’000
Group
2006
$’000
Tax expense attributable to profit is made up of:
Current income tax
– Singapore – Foreign
24,488
12
5,173
2,303
Deferred income tax [Note 9(b)]
24,500
34,639
59,139
7,476
5,845
13,321
(984)
–
175
7,667
58,155
21,163
(Over)/under provision in preceding financial years
– Current income tax – Deferred income tax [Note 9(b)]
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the capital
allowances and deductibility of certain expenses during the estimation of the provision for income taxes. There are many
transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the income tax and deferred income tax provisions in the period in which such determination is made.
69
9.Income taxes (continued)
(a) Income tax expense (continued)
The income tax expense on profit differs from the amount that would arise using the Singapore standard rate of income
tax as explained below:
Group
2007
2006
%
%
Singapore standard rate of income tax Different tax rates in other countries
Expenses not deductible for tax purposes
Income not subjected to tax
Utilisation of previously unrecognised temporary differences
(Over)/under provision in preceding financial years
18.0
0.8
0.6
(3.5)
(4.1)
(0.2)
20.0
0.5
12.0
(10.0)
(14.0)
5.0
11.6
13.5
On 15 February 2007, the Singapore Second Minister for Finance announced a reduction in the corporate tax rate from
20% to 18% and various tax incentives for the year of assessment 2008 and onwards.
(b) Deferred income taxes
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current income tax
assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The
amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:
2007
$’000
Deferred income tax liabilities to be settled after one year
Deferred income tax assets to be recovered after one year Group
2006
$’000
Company
2007
2006
$’000
$’000
52,425
8,769
158
158
–
(1,325)
–
–
52,425
7,444
158
158
Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax
benefits through future taxable profits is probable. The Group had unutilised tax losses of $153.8 million (2006: $111.0
million) available for setoff against future taxable income subject to meeting certain statutory requirements by those
companies with unutilised tax losses in their respective countries of incorporation. These tax losses have no expiry date.
The Company’s deferred income tax liabilities of $0.2 million (2006: $0.2 million) relates to the accelerated tax depreciation
on its property, plant and equipment.
70
9.Income taxes (continued)
(b) Deferred income taxes (continued)
The movement in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction)
during the financial year was as follows:
Deferred income tax liabilities - Group
Accelerated tax
depreciation
$’000
Revaluation
gains
$’000
Recognition
of profits on
percentageof-completion
$’000
Others
$’000
Total
$’000
2007
Beginning of financial year, as previously reported
Effect of adoption of FRS 40 (Note 3)
1,013
–
2,384
10,523
5,272
–
100
–
8,769
10,523
As restated
Credited to equity [Note 29(c)]
Charged to income statement [Note 9(a)]
1,013
–
–
56
12,907
22
(203)
28,223
5,272
–
–
4,734
100
–
–
301
19,292
22
(203)
33,314
1,069
40,949
10,006
401
52,425
2,157
–
–
–
100
–
–
–
2,586
(14)
7,192
82
2006
Beginning of financial year
Charged to equity [Note 29(c)]
Charged/(credited) to income statement [Note 9(a)]
329
1
3,705
–
–
(15)
3,487
82
(3,022)
(1,170)
3,115
–
(1,077)
1,013
2,384
5,272
100
8,769
Provisions
$’000
Tax losses
$’000
Unutilised
tax credit
$’000
Others
$’000
Total
$’000
Deferred income tax assets - Group
2007
142
(142)
383
(383)
225
(225)
575
(575)
1,325
(1,325)
–
–
–
–
–
2006
–
(1)
877
(734)
–
8
6,404
(6,029)
–
14
7,803
(7,592)
809
–
–
(234)
809
21
15,084
(14,589)
142
383
225
575
1,325
71
10.Earnings per share
(a) Basic earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the financial year.
Group
2007
2006
$’000
$’000
Net profit attributable to equity holders of the Company
381,835
‘000
Weighted average number of ordinary shares in issue for basic earnings per share
Basic earnings per share (cents)
128,028
‘000
718,874
717,445
53.12
17.84
(b) Diluted earnings per share
The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume
conversion of all dilutive potential ordinary shares from share options. A calculation is done to determine the number of
shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s
shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of
shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of
the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration.
2007
$’000
Net profit attributable to equity holders of the Company for basic earnings per share
Adjustments for share options of:
– subsidiary company
– associated company
Net profit used to determine diluted earnings per share
128,028
(108)
(57)
–
(36)
381,670
127,992
’000
Weighted average number of ordinary shares in issue for basic earnings per share
Adjustments for assumed conversion of share options
718,874
901
717,445
1,214
Number of ordinary shares used to determine diluted earnings per share
719,775
718,659
53.03
17.81
Diluted earnings per share (cents)
72
2006
$’000
381,835
’000
Group
11.Cash and cash equivalents
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Fixed deposits with financial institutions Cash and bank balances
293,729
117,061
276,362
32,176
126,500
2,638
167,133
1,292
410,790
308,538
129,138
168,425
Included in cash and cash equivalents of the Group are amounts held under Housing Developers (Project Account)
(Amendment) Rules 1997, totalling $101.6 million (2006: $10.2 million), the use of which is subject to restrictions imposed by
the aforementioned rules.
At the balance sheet date, the carrying amounts of cash and cash equivalents approximated their fair values.
Cash and cash equivalents were denominated in the following currencies:
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Singapore Dollar
Malaysian Ringgit
United States Dollar
Chinese Renminbi Others
354,637
18,206
2,012
35,566
369
283,106
21,038
3,947
–
447
128,969
5
41
–
123
168,061
5
209
–
150
410,790
308,538
129,138
168,425
The fixed deposits with financial institutions mature on varying dates within 4 months (2006: 4 months) from the financial yearend with the following weighted average effective interest rates:
Singapore Dollar
Malaysian Ringgit
Others
2007
%
2.1
2.9
–
Group
2006
%
3.3
3.0
3.7
Company
2007
2006
%
%
2.1
–
–
3.3
–
–
73
11.Cash and cash equivalents (continued)
(a) Acquisition of subsidiary companies
(i) On 10 October 2006, Wing Tai Land Pte. Ltd., a wholly-owned subsidiary of the Company, acquired an additional 20%
of the issued share capital of Suzhou Property Development Pte Ltd (“SPD”) for a cash consideration of $3.7 million and
also includes the payment of shareholder’s loan amounting to $7.4 million. The acquisition has increased the Group’s
shareholding in SPD from 35% to 55% resulting in SPD becoming a subsidiary company of the Group.
74
The above acquisition contributed a revenue of $19.2 million and an operating profit of $2.5 million to the Group for the
period from 10 October 2006 to 30 June 2007.
If the above acquisition had occurred on 1 July 2006, the Group’s revenue and profit after tax and minority interests
would have increased by $30.6 million and $2.6 million respectively.
(ii) The effects of acquisition of subsidiary companies on the cashflows of the Group were as follows:
Group
2007
$’000
2006
$’000
Identifiable assets and liabilities:
Property, plant and equipment Deferred income tax assets
Other current assets
Cash and cash equivalents
21,380
–
16,779
–
4,837
34,862
150,033
120,694
23,958
15,084
63,616
5,214
Total assets
77,858
378,599
Borrowings
Current income tax liabilities
Other non-current liabilities
–
(23,455)
(41)
-
(36,830)
(40,907)
(19,708)
(745)
(7,192)
(20,760)
Total liabilities
(60,326)
(89,312)
Net identifiable assets
Minority interests
Investment held prior to acquisition
17,532
(8,391)
(5,413)
289,287
(142,580)
(144,200)
Net identifiable assets acquired
Negative goodwill arising from acquisition
3,728
–
2,507
(1,636)
Total cash consideration paid
3,728
871
Total cash consideration paid
Payment of shareholders’ loan Cash and cash equivalents in subsidiary company acquired
(3,728)
(7,372)
34,862
(871)
–
5,214
Net cash inflow on acquisition 23,762
4,343
11.Cash and cash equivalents (continued)
(b) Disposal of subsidiary company
On 30 April 2007, DNP Holdings Berhad, a subsidiary of the Company, disposed of its 100% interest in Dragon & Phoenix
Development Sdn Bhd for a cash consideration of $2.9 million.
The effects of disposal of subsidiary company on the cashflows of the Group were as follows:
2007
$’000
Group
2006
$’000
Identifiable assets and liabilities:
2,194
(1)
–
–
Net identifiable assets disposed
Gain on disposal of subsidiary company
2,193
742
–
–
Net cash inflow on disposal
2,935
–
(c) Acquisition of minority interests
On 12 April 2007, Wing Tai Land Pte. Ltd., a wholly owned subsidiary of the Company, acquired an additional 20% of
the issued share capital of Suzhou Property Development Pte Ltd (“SPD”) for a cash consideration of $3.9 million and
also includes the payment of shareholder’s loan amounting to $7.2 million. The acquisition has increased the Group’s
shareholding in SPD from 55% to 75%. The Group recognised a decrease in minority interest of $3.9 million.
During the financial year ended 30 June 2007, Wing Tai Investment & Development Pte Ltd, a wholly owned subsidiary
of the Company, acquired an additional 3.9% of the issued share capital of DNP Holdings Berhad (“DNP”) for a cash
consideration of $5.2 million. The acquisition has increased the Group’s shareholding in DNP from 50.2% to 54.1%. The
Group recognised a decrease in minority interest of $12.9 million. The acquisition resulted in a negative goodwill of $7.7
million (Note 5).
The additional acquisition of 3.9% of DNP has resulted in an increase in the Group’s effective equity interest in PT Windas
from 57.6% to 58.5%.
75
12. Derivative financial instruments
2007
$’000
Fair value gains/(losses)
– Included in income statement
– Included in hedging reserve
Group
2006
$’000
Company
2007
2006
$’000
$’000
1,851
(5,922)
1,874
(3,485)
1,046
(12,225)
(311)
8,084
–
(11,893)
–
5,359
(9,328)
1,851
(10,019)
1,874
Analysed as:
Group
Contract/
Fair value
Notional
Assets/
Amount
(Liabilities)
$’000
$’000
2007
Cash flow hedges
– Interest rate swaps
424,760
Non-hedging instruments
– Currency forwards
Total
2006
Cash flow hedges
Non-hedging instruments
– Currency forwards
Total
28,296
Company
Contract/ Fair value
Notional
Assets/
Amount
(Liabilities)
$’000
$’000
(10,063)
324,760
(10,019)
735
–
–
(9,328)
(10,019)
474,760
2,208
374,760
1,874
30,101
13,129
(67)
(290)
–
–
–
–
1,851
1,874
At 30 June 2007, the fixed interest rates on interest rate swaps vary from 2.1% to 3.3% (2006: 2.1% to 3.3%) per annum and
the main floating rate is Singapore Swap Offer Rate.
Please refer to Note 34 for details of the financial instrument and hedging policies.
76
13.Trade and other receivables – current
2007
$’000
Trade receivables
Allowance for impairment of receivables
Group
2006
$’000
Company
2007
2006
$’000
$’000
100,940
(1,559)
73,349
(1,391)
8
–
36
–
99,381
71,958
8
36
Due from subsidiary companies
– non-trade [Note 13(i)] Allowance for impairment of receivables
–
–
–
–
493,110
(110,381)
509,958
(128,260)
–
–
382,729
381,698
Due from associated companies
– trade
– non-trade [Note 13(ii)]
–
800
374
1,298
–
581
–
556
800
1,672
581
556
Due from joint venture companies
– trade
–
492
2
2,117
–
6
–
6
492
2,119
6
6
–
937
–
930
100,673
76,686
383,324
383,226
Dividends receivable (quoted)
Total current receivables
(i)
Amounts due from subsidiary companies are unsecured and are repayable on demand. Included in the amounts due from
subsidiary companies are fixed interest rate receivables of $234.1 million (2006: $220.0 million). The weighted average
effective interest rate at balance sheet date is disclosed in Note 18 to the financial statements.
(ii) Amounts due from associated and joint venture companies are unsecured, interest-free and are repayable on demand.
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers. Due
to these factors, management believes that there is no anticipated additional credit risk beyond the amount of allowance for
impairment made is inherent in the Group’s and Company’s trade receivables.
The carrying amounts of current trade and other receivables approximated their fair values. The currency denomination and
exposure to interest rate risks of current trade and other receivables are disclosed in Note 18, together with non-current trade
and other receivables.
77
14. Inventories
2007
$’000
Group
2006
$’000
Raw materials
Work-in-progress
Finished goods
4,506
4,124
16,355
7,993
3,386
12,338
24,985
23,717
The cost of inventories recognised as expense and included in “cost of sales” amounted to $75.2 million (2006: $71.7 million).
During the financial year, the Group reversed $1.3 million (2006: $0.8 million), being part of an inventory write-down made in the
preceding financial year, as the inventories were sold above their carrying amounts. The reversal was included in “cost of sales”
in the income statement.
15. Development properties
2007
$’000
Group
2006
$’000
Properties under development Properties held for sale 970,837
16,522
756,210
292,066
987,359
1,048,276
(a) Properties under development
Land at cost
Development costs
Overhead expenditure capitalised
1,110,856
279,449
86,652
739,221
162,907
48,923
Attributable profits
Allowance for foreseeable losses
1,476,957
91,397
(50,844)
951,051
38,155
(58,638)
1,517,510
930,568
Progress payments received and receivable
(546,673)
(174,358)
970,837
756,210
292,066
312
14,581
–
2,555
(4,445)
(288,070)
(477)
300,917
–
12,809
166,091
–
(2,705)
(185,046)
–
16,522
292,066
Value of properties under development mortgaged to secure long term banking facilities granted
602,269
719,268
Value of properties held for sale mortgaged to secure long term banking facilities granted
–
54,541
16,065
11,895
(b) Properties held for sale
Transfer from properties under development Transfer from property, plant and equipment Adjustment for development cost
Sale of properties during the financial year
Allowance for foreseeable losses End of financial year
Total interest capitalised during the financial year
78
15. Development properties (continued)
(c) RAP 11 Pre-Completion Contracts for the Sale of Development Property
The Group uses the percentage of completion method for recognising revenue from partly completed residential projects.
Had the completed contract method been adopted, the impact on the financial statements of the Group will be as follows:
Group
Decrease
2007
$’000
Opening retained earnings
Revenue recognised for the financial year
Development costs recognised for the financial year
Profit for the financial year
Carrying value of development properties
Minority interests
Share of profit for the financial year
2006
$’000
(14,583)
(275,442)
(222,200)
(59,848)
(5,778)
(198,965)
(175,488)
(22,426)
(38,155)
(91,397)
(10,006)
(13,404)
(12,691)
(38,155)
(5,272)
(2,064)
(20,363)
(28,567)
(6,742)
(13,621)
(d) The development properties are as follows:
Type of
development
Tenure
Lot 8988K
Mukim 22,
Flower Road/
Kovan Road (Kovan Melody)
778 units of condominium
housing
99-year lease
from 2004
Lots 2144N & 2446K TS17 at 398 Kallang Road (The Riverine by the Park)
96 units of
condominium
housing
Lots 212C PT, 440W,441V, 696P,1151A PT 99643V, 99644P,
99649X, 99650K and
99651N TS27 at
Cairnhill Circle
(Helios Residences)
140 units of
condominium
housing
Location
% of
completion
at
30.06.2007
Expected
completion
date
Land
area
(Sq m)
Gross Group’s
floor interest in
area
property
(Sq m)
(%)
98
2007
24,272
88,454
60
Freehold
6
2009
3,282
11,486
100
Freehold
–
2010
7,399
20,717
100
Freehold
–
2010
23,004
32,205
60
Singapore
Lots 373C, 395T
Condominium
and 643V
housing
TS20 at Oxley Walk
(Belle Vue Residences)
79
(d) The development properties are as follows: (continued)
Type of
development
Tenure
Expected
completion
date
Land
area
(Sq m)
Gross Group’s
floor interest in
area
property
(Sq m)
(%)
Lot 726N TS28 at
Newton Road
(L’VIV)
Condominium
housing
Freehold –
2010
3,984
11,156
100
Lot 715N TS25 at 1A,
Ardmore Park
Condominium
housing
Freehold –
2011
5,624
15,746
100
Lots 197 and 198,
Section 43, Town
of Kuala Lumpur,
(The Meritz)
110 units of
condominium
housing
Freehold 58
2007
2,713
23,831
54.1
Lots 96, 149 and
452-454 Mukim
of Ulu Klang,
Gombak, Selangor
(Sering Ukay)
Mixed development
comprising
566 units of
terrace and
semi-detached
houses and
bungalows
Freehold Phase 1
Phase 2
Phase 3
63
–
–
2008
2010
–
504,683
120,421
54.1
Lots 4024, 4196,
4241, 6618-6628,
6630-6632,
6635 and 6636
Mukim 13,
Daerah Seberang
Perai Tengah,
Penang
(Taman Bukit
Minyak Indah)
20 units of semi-detached
houses and
bungalows
Freehold 44
2008
7,323
4,123
54.1
Lots 11971-11988
and 11991-12030
Mukim 14, various
lots in 16836-16895,
17029-17310,
18484-18485 and
20070-20097
Mukim 15, Daerah
Seberang Perai
Tengah, Penang
(Taman Seri Impian)
291 units of terrace and semi-detached houses and
bungalows
Freehold 85
–
–
33
2007
2010
2010
2008
51,751
42,331
54.1
Location
% of
completion
at
30.06.2007
Singapore (continued)
Malaysia
80
Phase 3
Phase 4
Phase 5
Phase 6
Type of
development
Tenure
Expected
completion
date
Land
area
(Sq m)
22 units of semi-detached
houses and
bungalows
Freehold 87
2008
3,724
2,498
54.1
Lot 1315, Section 57, Condominium
Town of Kuala Lumpur housing
Freehold –
–
9,764
n/a
54.1
Lots 1812-1815
Mukim 6, 13600
Province Wellesley
Central, Penang
487 units of flats
Freehold Block A
Block B
Block C
–
12
38
–
–
2009
22,662
n/a
54.1
PT 484, 492
532-573 and
2647, 3001, 3035,
3665 Mukim 6,
13600 Province
Wellesley Central,
Penang
15 units of shophouses/
vacant land
Freehold –
2009
21,964
33,982
54.1
Various lots in 266-279 and
1195-1517, Pt 1084,
Lots 130 and
1515 Mukim 14,
Daerah Seberang Perai Tengah,
Penang
Mixed
development
comprising 550 units of
terrace and
semi-detached
houses and
shops
Freehold/ 999-year
lease
expiring
2876
–
2012
226,993
n/a
54.1
14-A, Jalan Dato
Abdullah Tahir,
80300 Johor
Bahru, Johor
Apartments
Freehold –
2012
4,715
59,075
54.1
Lots 1130, 1133,
1166, 1167, 1187,
1188 and 1255
Mukim 15,
Daerah Seberang
Perai Tengah,
Penang
Vacant land
Freehold –
–
384,273
n/a
54.1
Location
% of
completion
at
30.06.2007
Gross Group’s
floor interest in
area
property
(Sq m)
(%)
Malaysia (continued)
Various lots in
19705-19727
Mukim 15, Daerah Seberang
Perai Tengah,
Penang
(Gems Gardens)
81
Type of
development
Tenure
Lot 1254
Mukim 15,
Daerah Seberang
Perai Tengah, Penang
Vacant land
Freehold –
–
24,306
n/a
54.1
Lots 1379, 1380
and 1742 Mukim 15,
Daerah Seberang
Perai Tengah, Penang
Vacant land
Freehold –
–
107,362
n/a
54.1
Lot 1464
Mukim 13, Tempat
Relau, Daerah
Timur Laut,
Penang
Vacant land
Freehold –
–
18,666
n/a
54.1
Lots 7891-7937
Mukim 13, Seberang Perai
Selatan, Penang
Mixed development
comprising
terrace and
semi-detached
houses and
bungalows
Freehold –
–
8,392
n/a
54.1
100 Completed
–
2009
81,351
41,337
75
Location
% of
completion
at
30.06.2007
Expected
completion
date
Land
area
(Sq m)
Gross Group’s
floor interest in
area
property
(Sq m)
(%)
The People’s Republic of China
No. 63, Xinggang
Street, Suzhou
Industrial Park
(The Lakeview)
Apartments
70-year Phase 1
lease Phase 2
from 2000
No. 1, Xingzhou
Street, Suzhou
Industrial Park
(The Lakeside)
Mixed 70-year development lease
comprising from 2000
townhouses,
bungalows
and apartments
–
–
40,000
n/a
75
Vacant land
–
–
16,080
n/a
58.5
Indonesia
Jalan H.R.
Rasuna Said, South Jakarta
n/a: not applicable
82
30-year lease
from 1996, with
option to extend
the lease
16.Other current assets
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Interest receivables
Deposits
Prepayments
Tax recoverable
Others
30
20,214
2,913
7,534
6,165
260
5,970
10,507
17,234
8,818
–
21
405
6,177
805
–
14
434
9,514
830
36,856
42,789
7,408
10,792
The carrying amounts of other current assets approximated their fair values. The currency denomination of other current assets
are disclosed in Note 18, together with trade and other receivables.
17.Available-for-sale financial assets
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Additions
Disposals
Fair value gains recognised in equity Currency translation differences
7,774
2,340
–
23,019
50
3,853
3,980
(56)
–
(3)
3,793
–
–
–
–
3,793
–
–
–
–
33,183
7,774
3,793
3,793
2006
$’000
Company
2007
2006
$’000
$’000
At the balance sheet date, available-for-sale financial assets include the following:
2007
$’000
Group
Unquoted equity shares
– Singapore
– Hong Kong SAR
7,774
25,409
7,774
–
3,793
–
3,793
–
33,183
7,774
3,793
3,793
83
18.Trade and other receivables – non-current
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Loans to subsidiary companies [Note 18(i)]
– interest-bearing
– interest-free
–
–
–
–
150,039
446,174
109,595
555,324
–
–
596,213
664,919
–
–
(9,646)
(4,626)
–
–
586,567
660,293
– interest-free
4,395
1,130
4,286
905
–
–
–
–
5,525
5,191
–
–
Loans to associated companies [Note 18(ii)]
(494)
(525)
–
–
5,031
4,666
–
–
Loans to joint venture companies [Note 18(iii)]
– interest-free
49,779
165,864
72,710
145,107
–
–
–
–
215,643
217,817
–
–
(10,558)
(25,483)
–
–
205,085
192,334
–
–
19,669
18,743
19,357
22,344
–
–
–
–
Loans to investee companies [Note 18(iv)]
Loans to minority shareholders [Note 18(v)]
Total non-current receivables
(i)
38,412
41,701
–
–
248,528
238,701
586,567
660,293
Loans to subsidiary companies are unsecured, repayable on demand, but are not repayable within 12 months from the
balance sheet date. Included in the loans to subsidiary companies are fixed interest rate loans of $129.7 million (2006:
$90.2 million) and floating interest rate loans of $20.3 million (2006: $19.4 million). The weighted average effective interest
rate of the loans to subsidiary companies at the balance sheet date are as disclosed in this note.
(ii) Loans to associated companies are unsecured, repayable on demand, but are not repayable within 12 months from
the balance sheet date. Included in the loans to associated companies are fixed interest bearing amounts which bear a
weighted average effective interest rate at balance sheet date as disclosed below.
(iii) Included in the loans to joint venture companies are amounts of $87.7 million (2006: $87.7 million) which are subordinated
to banking facilities of $140.1 million (2006: $233.1 million) granted by banks to the said joint venture companies.
The floating interest rate loans to joint venture companies bear a weighted average effective interest rate at balance sheet
date as disclosed below.
(iv) Loans to investee companies are unsecured, interest free and repayable on demand. The amounts are not expected to be
repaid within 12 months from the balance sheet date.
(v) Loans by certain subsidiary companies to minority shareholders are made proportionate to the shareholders’ equity stake
in the subsidiary companies on a pari passu basis with no interest charge. The loans are unsecured and interest-free,
repayable on demand, but are not expected to be repayable within the next 12 months. 84
18.Trade and other receivables – non-current (continued)
The carrying amounts of non-current trade and other receivables approximated their fair values.
Trade and other receivables [current (Note 13) and non-current] and other current assets (Note 16) were denominated in the
following currencies:
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Singapore Dollar
Malaysian Ringgit
United States Dollar Hong Kong Dollar
Others
214,111
17,085
74,552
79,455
854
284,265
12,351
3,458
57,291
811
878,148
–
40,251
58,900
–
980,274
–
12,387
61,650
–
386,057
358,176
977,299
1,054,311
The weighted average effective interest rates at the balance sheet date were as follows:
Group
Non-current interest-bearing loans to:
– associated companies [Note 18(ii)]
– joint venture companies [Note 18(iii)]
SGD
%
2007
USD
%
SGD
%
–
–
5.0
4.2
2007
SGDUSD
%
%
SGD
%
2.5
4.2
2006
USD
%
–
–
Company
2006
USD
%
Current interest-bearing amounts due from subsidiary companies [Note 13(i)]
2.9
–
2.8
–
Non-current interest-bearing loans to subsidiary companies [Note 18(i)]
3.9
7.4
3.8
6.0
85
19.Investments in associated companies
2007
$’000
Group
2006
$’000
371,749
(8,782)
455,971
–
As restated Share of associated companies’ capital reserves
Share of associated companies’ net profits Dividends received
Associated companies of a subsidiary company acquired
Acquisition of additional shares in associated companies
Disposal of associated company Reclassified to subsidiary company due to acquisition of controlling interest
Others
362,967
19,782
68,202
(10,675)
–
295,124
(291,451)
–
(16,609)
4,246
455,971
15,858
60,954
(6,735)
1,963
–
–
(136,138)
(20,616)
492
431,586
371,749
The summarised financial information of associated companies is as follows:
2007
$’000
Group
2006
$’000
1,098,344
(444,460)
425,102
268,459
2,247,252
(783,099)
876,110
263,066
114
6,606
Carrying amount of quoted equity shares
410,829
356,821
Market value of quoted equity shares
351,028
237,514
Assets
Liabilities
Revenue
Net profit
Share of associated companies’ contingent liabilities incurred jointly with other investors
On 29 June 2007, USI Holdings Limited (“USI”) acquired the Group’s 27.7% interest in Winsor Properties Holdings Limited
(“Winsor”) for new shares issued by USI. As a result, Winsor ceased to be an associated company of the Group and became a
subsidiary of USI. As at the final closing date of the offer, the Group’s effective interest in USI increased from 18.9% to 30.6%
and USI’s effective interest in Winsor is 79.3%.
As at 30 June 2007, the carrying value of quoted equity shares is higher than the market value. The directors consider the
carrying value of investment in associated companies appropriate and the shortfall is temporary.
Details of the Group’s associated companies are listed in Note 37 to the financial statements.
86
20.Investments in joint venture companies
2007
$’000
Group
2006
$’000
Acquisition of joint venture company
Share of joint venture companies’ capital reserves
Share of joint venture companies’ net profits
Dividends received
Joint venture company of a subsidiary company acquired
Reclassified to subsidiary company due to acquisition of controlling interest
Write-back of provision for loan to joint venture companies (Note 18)
Others
89,870
300
–
41,905
–
2,425
(5,413)
(14,925)
(368)
(2,668)
91,605
–
17
26,128
(3,000)
–
(8,062)
(17,406)
385
203
111,126
89,870
The following amounts represent the Group’s share of the assets and liabilities and income and expenses of the joint venture
companies and are included in the consolidated balance sheet and income statement using equity accounting.
Assets
Liabilities
Revenue
Net profit
2007
$’000
Group
470,556
(359,430)
254,224
41,905
2006
$’000
480,019
(390,149)
152,119
26,128
The Group’s share of the capital commitments of the joint venture companies were as follows:
Contracted but not provided for
2007
$’000
Group
267,546
2006
$’000
55,345
Details of the Group’s joint venture companies are listed in Note 37 to the financial statements.
21.Investments in subsidiary companies
Company
2007
$’000
2006
$’000
Reclassified from investments in associated companies due to acquisition of controlling interest
Impairment
253,392
132,366
–
(12,092)
121,026
–
241,300
253,392
Details of the Group’s subsidiary companies are listed in Note 37 to the financial statements. The effect of the acquisition and
disposal of subsidiary companies on the Group’s financial position is disclosed in Note 11.
87
22.Investment properties
88
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Effect of adopting FRS 40 (Note 3)
417,970
(35,826)
527,103
–
–
82,000
–
–
As restated
Disposals
Additions
Impairment loss taken to income statement
Fair value gains taken to:
– income statement
– equity
382,144
–
–
1,360
–
527,103
120,694
(230,000)
60
(3,361)
82,000
–
–
–
–
–
–
–
–
–
189,033
–
1,682
–
4,427
(953)
–
–
–
–
–
–
574,219
417,970
82,000
–
Lettable
area/
land area
(Sq m)
Group’s
interest in
property
(%)
The investment properties are as follows:
Location
Description
Tenure
Singapore
3 Killiney Road
(Winsland House I)
10-storey
commercial building
99-year
lease from 1983
15,989
100
163 Penang Road
(Winsland House II)
8-storey
commercial building
99-year
lease from 1994
7,292
100
165 Penang Road
(Winsland House II)
Conservation
house
99-year
lease from 1994
584
100
167 Penang Road
(Lanson Place Winsland Residences)
9-storey serviced
apartments
99-year
lease from 1994
6,030
100
Malaysia
Lot 263, Section 89A,
Town of Kuala Lumpur
(Lanson Place Kondominium No. 8)
132 units
condominium
Freehold
23,873
54.1
Unit G2
Holiday Plaza, Johor Bahru
Shop unit
Freehold
205
100
Lot 360 Mukim 17,
Batu Ferringhi, Penang
Vacant land
Freehold
2,282
54.1
Lot 343 Mukim 3, Lot 1822,
1823 and 1425 Mukim 4,
13600 Province
Wellesley Central, Penang
Vacant land
Freehold
27,275
54.1
Lot 4868 Mukim 14,
Daerah Seberang Perai Tengah, Penang
Vacant land
Freehold
483
54.1
Lot 247, Section 43,
Vacant land
Freehold
6,084
54.1
22.Investment properties (continued)
Investment properties are valued on 30 June 2007 on the basis of open market values by independent professionally qualified
valuers, resulting in fair value gains of $182.2 million, net of minority interests, which was taken to the Group’s income statement
in accordance with FRS 40. In the preceding financial year, prior to adoption of FRS 40, the revaluation surplus of $5.2 million,
net of minority interests, was taken to the Group’s asset revaluation reserve [Note 29(c)].
Investment properties with a total valuation of $529.6 million (2006: $384.6 million) are mortgaged to banks to secure long term
banking facilities granted to the subsidiary companies (Note 25).
Investment properties are leased to third parties under operating leases (Note 31).
23.Property, plant and equipment
Freehold land and
buildings
$’000
Leasehold
land and
buildings
$’000
Motor
Office
Furniture
vehicles equipment and fittings
$’000
$’000
$’000
–
93,225
93,225
35,826
557
11,112
11,669
–
2,928
–
2,928
–
10,809
–
10,809
–
23,987
–
23,987
–
38,281
104,337
142,618
35,826
As restated
Transfer to properties held for sale
Additions
Disposals
Write–off
Revaluation surplus/(deficit)
129,051
–
–
501
–
–
1,415
370
11,669
16,617
(2,555)
908
(84)
–
(337)
638
2,928
112
–
1,106
(705)
–
–
73
10,809
50
–
1,544
(808)
(11)
(18)
345
23,987
–
–
8,196
(259)
–
–
312
178,444
16,779
(2,555)
12,255
(1,856)
(11)
1,060
1,738
131,337
26,856
3,514
11,911
32,236
205,854
Representing:
Cost
Valuation
–
131,337
608
26,248
3,514
–
11,911
–
32,236
–
48,269
157,585
131,337
26,856
3,514
11,911
32,236
205,854
1,156
837
–
–
–
(48)
(756)
1,152
(84)
–
(12)
145
917
800
(662)
–
–
44
7,442
1,293
(771)
(11)
–
212
16,531
4,249
–
–
–
275
25,290
8,331
(1,517)
(11)
(12)
628
1,945
445
1,099
8,165
21,055
32,709
129,392
26,411
2,415
3,746
11,181
173,145
Total
$’000
Group
2007
Cost or valuation
Cost
Valuation
Accumulated depreciation
Depreciation charge Disposals
Write–off
Adjustment on revaluation
Net book value
89
23.Property, plant and equipment (continued)
Freehold land and
buildings
$’000
Leasehold
land and
buildings
$’000
Motor
Office
Furniture
$’000
$’000
$’000
2006
Cost or valuation
Cost
Valuation
Reclassifications
Additions
Disposals
Write–off
Revaluation surplus/(deficit)
–
89,360
89,360
5,174
–
–
(1,182)
–
68
(195)
–
1,507
1,507
13,270
(29)
2
(238)
–
(2,735)
(108)
2,433
–
2,433
856
–
536
(856)
–
–
(41)
9,274
–
9,274
2,829
–
1,101
(2,030)
(16)
(26)
(323)
20,848
–
20,848
1,829
29
4,191
(2,712)
–
–
(198)
32,555
90,867
123,422
23,958
–
5,830
(7,018)
(16)
(2,693)
(865)
93,225
11,669
2,928
10,809
23,987
142,618
Representing:
Cost
Valuation
–
93,225
557
11,112
2,928
–
10,809
–
23,987
–
38,281
104,337
93,225
11,669
2,928
10,809
23,987
142,618
485
516
(328)
627
–
(133)
(11)
250
220
(135)
313
–
(1,389)
(15)
1,100
575
(725)
2
–
–
(35)
6,326
1,023
(1,503)
1,884
(16)
–
(272)
15,572
2,735
(1,941)
344
–
–
(179)
23,733
5,069
(4,632)
3,170
(16)
(1,522)
(512)
1,156
(756)
917
7,442
16,531
25,290
92,069
12,425
2,011
3,367
7,456
117,328
Total
$’000
Group
Depreciation charge
Disposals
Impairment
Write–off
Adjustment on revaluation
Net book value
90
Freehold land and
buildings
$’000
Motor
Office
Furniture
$’000
$’000
$’000
Total
$’000
Company
2007
Cost or valuation
Cost
Valuation
–
88,680
88,680
(82,000)
1,355
–
1,355
–
2,128
–
2,128
–
5,240
–
5,240
–
8,723
88,680
97,403
(82,000)
As restated
Additions
Disposals
Write–off
Revaluation surplus
6,680
–
–
–
1,415
1,355
–
–
(245)
–
2,128
441
(17)
(3)
–
5,240
1,366
(1)
–
–
15,403
1,807
(18)
(248)
1,415
8,095
1,110
2,549
6,605
18,359
Representing:
Cost
Valuation
–
8,095
1,110
–
2,549
–
6,605
–
10,264
8,095
Write–off
8,095
1,110
2,549
6,605
18,359
943
472
–
–
748
181
(245)
–
430
77
(16)
(2)
4,749
87
–
–
6,870
817
(261)
(2)
1,415
684
489
4,836
7,424
Net book value
6,680
426
2,060
1,769
10,935
2006
Cost or valuation
Cost
Valuation
Additions
Disposals
Write–off
Revaluation deficit
–
89,360
89,360
–
(436)
–
(244)
1,355
–
1,355
–
–
–
–
2,012
–
2,012
157
(25)
(16)
–
5,198
–
5,198
42
–
–
–
8,565
89,360
97,925
199
(461)
(16)
(244)
88,680
1,355
2,128
5,240
97,403
Representing:
Cost
Valuation
–
88,680
1,355
–
2,128
–
5,240
–
8,723
88,680
88,680
1,355
2,128
5,240
97,403
485
483
(25)
–
533
215
–
–
423
47
(25)
(15)
4,666
83
–
–
6,107
828
(50)
(15)
943
748
430
4,749
6,870
87,737
607
1,698
491
90,533
Write–off
Net book value
91
The freehold and leasehold land and buildings of the Group and Company were valued on the basis of open market value by
independent professionally qualified valuers on 30 June 2007.
If the freehold and leasehold land and buildings stated at valuation had been included in the financial statements at cost less
depreciation, the net written down amount would have been as follows:
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Freehold land and buildings
Leasehold buildings
41,022
8,179
11,514
8,640
795
–
8,561
–
49,201
20,154
795
8,561
The properties included in freehold and leasehold land and buildings are as follows:
92
Location
Description
Tenure
Lettable area/
land area
(Sq m)
Singapore
Lots 2694 and 5163 Mukim 22,
107 Tampines Road 10-storey warehouse and office
building and a 5-storey canteen
Freehold
19,321
Lot 94-59 Mukim 22,
105 Tampines Road
9-storey warehouse and
office building
Freehold
9,840
Lots 94-34, 94-72, 2248, 2250 and
2278 Mukim 22, 19 Valley Road
16 units of apartments in a 4-storey building
Freehold
1,665
Malaysia
3rd floor, Binova Industrial Centre,
Jalan 2/57B Segambut Bawah,
51200 Kuala Lumpur
Factory, office and
warehouse
99-year lease
expiring 2077
1,201
166-A, Rifle Range Road,
11400 Penang
Industrial land and buildings
60-year lease
expiring 2033
14,983
523, Ayer Puteh Road,
Balik Pulau, 11000 Penang
Freehold
57, Parit Buntar Industrial Complex,
34200 Parit Buntar, Perak
60-year lease
expiring 2039
12A-06 and 02-02,
72, Scotland Road, 10450 Penang
2 units of condominium
housing
Freehold
Lot 53, Jalan Cetak,
Tasek Industrial Estate,
31400 Ipoh, Perak
99-year lease
expiring 2072
4,474
Lot 583, Mukim Kota Lama,
33000 Kuala Kangsar, Perak
60-year lease
expiring 2050
10,517
Plot 832, Jejawi Industrial Estate,
02600 Arau, Kangar, Perlis
60-year lease
expiring 2045
11,635
Plot 1522, Jejawi Industrial Estate,
02600 Arau, Kangar, Perlis
60-year lease
expiring 2051
562
Unit no. 2.04-2.06, Level 2 KOMTAR,
Penang Road, Penang
Shop lots
99-year lease
expiring 2083
342
6,156
15,675
218
The properties included in freehold and leasehold land and buildings are as follows: (continued)
Location
Lot 262, Section 89A,
(Lanson Place Ambassador Row Residences)
Lots 837-839, 870, 871,
1493 and 1617 Mukim 6,
13600 Province Wellesley Central,
Penang
The People’s Republic of China
Units 7A and 18A, Jin Hua Tower,
Suzhou Garden Villa, 38 Shi Shan Road,
Suzhou, Jiangsu
Description
Tenure
Lettable area/
land area
(Sq m)
221 units of serviced apartments
in a 20-storey building
Freehold
17,656
Vacant land
Freehold
34,151
2 apartment units
70-year lease
from 1992
632
At 30 June 2007, certain property, plant and equipment with net book value amounting to $36.1 million (2006: $0.5 million) were
secured under a debenture deed to a bank for long term banking facilities granted to subsidiary companies (Note 25).
24.Trade and other payables
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Due to subsidiary companies
– non-trade [Note 24(i)]
–
–
159,805
209,861
Due to associated companies
1,789
2,034
12
12
7
6
–
–
415
128
–
–
35,732
42,967
32,917
24,178
2,844
32,931
26,570
29,187
12,473
1,457
–
11,917
–
3,624
152
–
2,247
–
316
80
138,638
102,618
15,693
2,643
Total trade and other payables
140,849
104,786
175,510
212,516
Due to joint venture companies
– non-trade [Note 24(iii)]
Due to related companies
– non-trade [Note 24(iii)]
Accrued project costs
Accrued operating expenses
Trade creditors Other creditors
Tenancy deposits
(i)
Non-trade amounts due to subsidiary companies are unsecured and are repayable on demand. Included in the amounts
due to subsidiary companies are fixed interest rate payables of $35.9 million (2006: $34.4 million) and floating interest rate
payables of $24.9 million (2006: $26.0 million).
(ii) Non-trade amounts due to associated companies are unsecured, interest-free and are repayable on demand.
(iii) Non-trade amounts due to joint venture companies and related companies are unsecured, interest free and repayable on demand.
The carrying amounts of trade and other payables approximated their fair values.
93
24.Trade and other payables (continued)
The weighted average effective interest rates at the balance sheet date were as follows:
Company
Due to subsidiary companies
2007
SGD
%
2006
SGD
%
3.1
3.5
Trade and other payables and other non–current liabilities (Note 27) were denominated in the following currencies:
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Singapore Dollar
Malaysian Ringgit
United States Dollar Hong Kong Dollar
Chinese Renminbi
Others
275,471
22,093
2,529
7,693
13,110
4,633
320,787
18,652
5,731
7,602
–
3,709
109,659
–
95,744
25,144
–
–
248,187
–
2,558
38,800
–
–
325,529
356,481
230,547
289,545
25.Borrowings
2007
$’000
2006
$’000
Company
2007
2006
$’000
$’000
Current borrowings
Secured term loan Secured long term bank loans (current portion) Unsecured bank loans Unsecured transferable loan facility
Unsecured long term bank loans (current portion) 75,698
–
114,657
–
142
161,000
6,672
28,696
50,000
–
–
–
–
–
–
–
–
–
50,000
–
190,497
246,368
–
50,000
Non–current borrowings
Secured bank loans Unsecured medium term notes due 2010 Unsecured medium term notes due 2011 Unsecured transferable loan facility Unsecured bank loans 509,387
50,000
100,000
125,000
79,968
408,184
50,000
100,000
125,000
178,163
–
50,000
100,000
125,000
–
–
50,000
100,000
125,000
–
864,355
861,347
275,000
275,000
1,054,852
1,107,715
275,000
325,000
Total borrowings
The carrying amounts of total borrowings approximated their fair values.
94
Group
25.Borrowings (continued)
(a) Maturity of borrowings
The current borrowings have an average maturity of 4 months (2006: 5 months) from the end of the financial year. The noncurrent borrowings had the following maturity:
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Between two and five years
Later than five years
759,795
104,560
856,638
4,709
175,000
100,000
275,000
–
864,355
861,347
275,000
275,000
(b) Currency risk
The carrying amounts of total borrowings were denominated in the following currencies:
2007
$’000
2006
$’000
Company
2007
2006
$’000
$’000
996,262
55,027
444
3,119
1,040,549
60,412
6,754
–
275,000
–
–
–
325,000
–
–
–
1,054,852
1,107,715
275,000
325,000
Singapore Dollar
Malaysian Ringgit
United States Dollar
Hong Kong Dollar
Group
(c) Interest rate risks
The weighted average effective interest rates of total borrowings at the balance sheet date were as follows:
Group
2007
SGDRMUSDHKD
%
%
%
%
SGD
%
2006
RM
%
USD
%
Current borrowings
Secured term loan
3.8
Secured long term bank loans (current portion)
–
Unsecured bank loans
5.1
Unsecured transferable loan facility
–
Unsecured long term bank loans (current portion)
–
5.2
–
4.6
–
–
–
–
5.6
–
–
–
–
–
–
5.2
4.4
3.8
–
5.5
–
–
4.8
4.4
–
–
–
–
6.1
–
–
Secured bank loans Unsecured medium term notes due 2010
Unsecured medium term notes due 2011
Unsecured bank loans
5.2
–
–
–
–
–
–
–
–
–
–
–
–
–
5.2
4.6
4.5
5.0
5.4
6.2
4.7
–
–
–
–
–
–
–
–
–
Company
Current borrowings
Non–current borrowings Unsecured medium term notes due 2010
Unsecured medium term notes due 2011
3.6
4.1
5.0
4.2
4.9
2007
%
2006
SGD
%
–
5.5
4.1
5.0
4.2
4.5
5.0
5.4
95
(c) Interest rate risks (continued)
The earlier of the contractual repricing or maturity dates of the borrowings were set out below:
Group
96
Variable rates
Fixed rates
Not later
Not later
Between
than than
2 and 5
1 year
1 year
years
$’000
$’000
$’000
Total
$’000
2007
Current borrowings
Secured term loan Unsecured bank loans Unsecured long term bank loans (current portion)
6,698
114,657
142
69,000
–
–
–
–
–
75,698
114,657
142
121,497
69,000
–
190,497
15,000
–
125,000
79,968
–
–
–
–
–
–
35,000
100,000
–
–
509,387
50,000
100,000
125,000
79,968
729,355
–
135,000
864,355
Effect of interest rate swaps (Note 12)
(424,760)
102,308
322,452
–
Total borrowings
426,092
171,308
457,452
1,054,852
2006
Current borrowings
Secured term loan Secured long term bank loans (current portion)
Unsecured bank loans Unsecured transferable loan facility
161,000
6,672
28,696
50,000
–
–
–
–
–
–
–
–
161,000
6,672
28,696
50,000
246,368
–
–
246,368
15,000
–
125,000
178,163
–
–
–
–
–
69,000
35,000
100,000
–
–
408,184
50,000
100,000
125,000
178,163
657,347
–
204,000
861,347
(487,889)
–
487,889
–
Total borrowings
415,826
–
691,889
1,107,715
(c) Interest rate risks (continued)
The earlier of the contractual repricing or maturity dates of the borrowings were set out below:
Company
Current borrowings
2007
Variable rates Fixed rates
Not later
Between
than 2 and 5
1 year
years
Total
$’000
$’000
$’000
2006
Variable rates Fixed rates
Not later
Between
than
2 and 5
1 year
years
Total
$’000
$’000
$’000
–
–
–
50,000
Unsecured medium term notes due 2010 Unsecured medium term notes due 2011 Unsecured transferable loan facility 15,000
–
125,000
35,000
100,000
–
50,000
100,000
125,000
15,000
–
125,000
35,000 50,000
100,000 100,000
– 125,000
140,000
135,000
275,000
140,000
135,000 275,000
(140,000)
140,000
–
(190,000)
190,000
–
275,000
275,000
–
Total borrowings
–
50,000
–
325,000 325,000
(d) Security granted
The secured borrowings are secured on the following assets:
Note
Development properties Investment properties Property, plant and equipment 15
22
23
2007
$’000
Group
2006
$’000
602,269
529,556
36,100
773,809
384,600
492
1,167,925
1,158,901
26. Dividends
Ordinary dividends paid in respect of the preceding financial year
Group and Company
2007
2006
$’000
$’000
First and final dividend of 3 cents (2006: 3 cents) per share less tax of 20% (2006: 20%)
Special dividend of 3 cents (2006: Nil) per share less tax of 20% (2006: Nil)
17,250
17,249
17,225
–
34,499
17,225
The directors have recommended a first and final cash dividend in respect of the financial year ended 30 June 2007 of 3 cents
per share less tax of 18%, special cash dividend of 5 cents per share less tax of 18% and special rights dividend of 25 cents
per share less tax of 18% amounting to $194.7 million. These financial statements do not reflect these proposed dividends,
which will be accounted for in the shareholders’ equity as an appropriation of retained earnings in the financial year ending 30
June 2008.
On 29 August 2007, the Company announced a proposed renounceable non-underwritten rights issue of up to 72,179,600 new
ordinary shares in the capital of the Company at an issue price of $2.05 for each rights share, on the basis of one rights share for
every ten existing ordinary shares of the Company and the availability of an option to elect to use the net special rights dividend
to subscribe for the rights shares.
The proposed first and final dividend and special dividend in respect of the financial year ended 30 June 2006 has been
accounted for in the shareholders’ equity as an appropriation of retained earnings in the current financial year.
97
27.Other non-current liabilities
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
Tenancy deposits
Loans from minority shareholders [Note 27(i)]
Loans from subsidiary companies [Note 27(ii)]
Others
3,414
171,671
–
9,595
2,664
239,366
–
9,665
40
–
46,875
8,122
105
–
70,251
6,673
184,680
251,695
55,037
77,029
(i)
Loans from minority shareholders are unsecured and are not expected to be repayable within the next 12 months from
the balance sheet date. Included in the loans from minority shareholders are fixed interest rate amounts of $98.2 million
(2006: $100.3 million) which bear a weighted average effective interest rate of 3.7% (2006: 3.7%) per annum at the
balance sheet date.
(ii) The loans from subsidiary companies are unsecured, interest–free and are not repayable within the next 12 months from
the balance sheet date.
(iii) The carrying amounts of other non–current liabilities approximated their fair values. The currency denomination of other
non-current liabilities are disclosed in Note 24, together with trade and other payables.
28.Share capital
Group and Company
Issued share capital
Number of shares
Amount
’000
$’000
2007
Beginning of financial year Issue of shares under options
718,228
1,193
687,193
1,123
719,421
688,316
2006
Beginning of financial year Issue of shares under options
Effect of Companies
(Amendment) Act 2005
Number of shares
Authorised Issued
share
share
capital capital
’000
’000
Authorised
share
capital
$’000
Issued
share
capital
$’000
Amount
Share
premium
$’000
Capital
redemption
reserve
$’000
Total
share
capital
$’000
1,350,000
–
716,110
2,118
251,786
–
179,027
771
501,600
1,082
4,713
–
685,340
1,853
(1,350,000)
–
(251,786)
507,395
(502,682)
(4,713)
–
–
718,228
–
687,193
–
–
687,193
All issued shares are fully paid. During the financial year, the Company issued 1,193,000 (2006: 2,118,000) shares upon the
exercise of employee share options at the exercise price of between $0.653 and $1.43 (2006: $0.653 and $1.379) per share. The
newly issued shares rank pari passu in all respects with the previously issued shares.
98
28.Share capital (continued)
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”)
The 2001 Scheme was approved and adopted by the members of the Company at the Extraordinary General Meeting held
on 31 August 2001.
On 5 September 2006, pursuant to the 2001 Scheme, the Company granted options to qualifying employees to purchase
1,905,000 ordinary shares of the Company at the exercise price of $1.81 per share. These options can be exercised only
after twelve months from the date of grant and not later than 10 years from such date.
Movements in the number of unissued ordinary shares under options during the financial year and their exercise prices
were as follows: Date of grant
Beginning of
financial year
Number
of options
granted Number
Number
Number
of options of options of options
exercised forfeited expired
End of Exercise
financial price
year
($)
Expiry date
2007
2001 Scheme
02.11.2001
05.11.2002
28.11.2003
19.11.2004
30.09.2005
05.09.2006
286,000
276,500
870,500
1,281,000
1,575,000
–
–
–
–
–
–
1,905,000
91,000
61,500
390,500
403,000
247,000
–
–
–
10,000
93,000
144,000
205,000
–
195,000
–
215,000
–
470,000
–
785,000
– 1,184,000
– 1,700,000
Total
4,289,000
1,905,000
1,193,000
452,000
– 4,549,000
2006
1991 Scheme
31.10.2000
1,005,000
–
508,000
15,000
2001 Scheme
02.11.2001
05.11.2002
28.11.2003
19.11.2004
30.09.2005
741,000
914,500
1,264,000
1,720,000
–
–
–
–
–
1,805,000
455,000
628,000
305,500
221,500
–
Total
5,644,500
1,805,000
2,118,000
0.678
0.653
0.745
0.934
1.430
1.810
01.11.2011
04.11.2012
27.11.2013
18.11.2014
29.09.2015
04.09.2016
–
1.379
30.09.2005
–
10,000
88,000
217,500
230,000
–
286,000
–
276,500
–
870,500
– 1,281,000
– 1,575,000
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
560,500
482,000 4,289,000
482,000
Out of the outstanding options on 4,549,000 shares (2006: 4,289,000), options on 1,357,000 shares (2006: 1,239,500) are
exercisable. Options exercised in 2007 resulted in 1,193,000 shares (2006: 2,118,000) being issued at an average price
of $0.94 (2006: $0.88) each.
The fair value of options granted on 5 September 2006 (2006: 30 September 2005) determined using the Binomial valuation
model, was $1,272,000 (2006: $1,397,000). The significant inputs into the model were share price at grant date of $1.88
(2006: $1.51), exercise price as shown above, standard deviation of expected share price returns of 37.9% (2006: 41.5%),
option life as shown above and annual risk–free interest rate of 3.3% (2006: 2.5%). The volatility measured at the standard
deviation of expected share price returns is based on statistical analysis of daily share prices over the last ninety days.
(b) The DNP Holdings Berhad (“DNP”) Employees’ Share Option Scheme
Details of the share options granted by DNP, a subsidiary company of the Goup, are disclosed in the annual report of DNP
for the financial period ended 30 June 2007.
99
29.Other reserves
2007
$’000
Share option reserve
Cash flow hedge reserve
Asset revaluation reserve
Share of capital reserves of associated and joint venture companies Fair value reserve
Currency translation reserve
(a) Share option reserve
Employee share option scheme:
– Value of employee services (Notes 7 and 28)
Minority interests
(b) Cash flow hedge reserve
Fair value (losses)/gains on cash flow hedges
End of the financial year
(c) Asset revaluation reserve
As restated Surplus on revaluation of:
– investment properties (Note 22)
– property, plant and equipment (Note 23)
Deferred income tax credited/(charged) to equity [Note 9(b)]
Revaluation deficit/(surplus) realised and transferred to income statement upon disposal of properties Minority interests
(d) Share of capital reserves of associated and joint venture companies
As restated
Share of capital reserves of associated and joint venture companies
Minority interests
End of the financial year
Group
2006
$’000
Company
2007
2006
$’000
$’000
2,660
(10,063)
81,627
1,422
2,162
118,529
2,512
(10,019)
5,885
1,419
1,874
80,489
28,320
11,556
(26,616)
98,493
–
(15,732)
–
–
–
–
–
–
87,484
204,874
(1,622)
83,782
1,422
466
1,419
466
1,381
(143)
956
–
1,093
–
953
–
2,660
1,422
2,512
1,419
2,162
(12,225)
(5,922)
8,084
1,874
(11,893)
(3,485)
5,359
(10,063)
2,162
(10,019)
1,874
118,529
(38,377)
80,152
104,441
–
104,441
80,489
(76,018)
4,471
80,733
–
80,733
–
1,313
4,427
187
–
1,414
–
–
203
(82)
–
–
–
(41)
8,910
646
–
–
(244)
–
81,627
118,529
5,885
80,489
98,493
(89,114)
9,379
87,402
–
87,402
–
–
–
–
–
–
19,782
(841)
15,875
(4,784)
–
–
–
–
28,320
98,493
–
–
Capital reserves of associated and joint venture companies arise from currency translation and other reserves and they
are not distributable.
100
29.Other reserves (continued)
2007
$’000
(e) Fair value reserve
Fair value gains on available–for–sale financial assets Minority interests
(f)
Currency translation reserve
Translation of financial statements of foreign
subsidiary, associated and joint venture companies
Translation of foreign currency denominated
loans which are quasi–equity in nature
Minority interests
Group
2006
$’000
Company
2007
2006
$’000
$’000
–
23,019
(11,463)
–
–
–
–
–
–
–
–
–
11,556
–
–
–
(15,732)
(3,086)
–
–
(3,252)
(7,621)
–
–
(4,461)
(3,171)
(6,031)
1,006
–
–
–
–
(26,616)
(15,732)
–
–
Total other reserves
87,484
204,874
(1,622)
83,782
30.Retained earnings
(a) Retained earnings of the Group and the Company are distributable except for retained earnings of associated and joint
venture companies amounting to $81.8 million (2006: $86.7 million) which are included in the Group’s retained earnings.
(b) Movements in retained earnings for the Company were as follows:
Company
2007
$’000
2006
$’000
184,375
76,018
166,463
–
As restated
Total profit
Dividends paid (Note 26)
260,393
13,796
(34,499)
166,463
35,137
(17,225)
239,690
184,375
(c) Movement in retained earnings for the Group is shown in the Consolidated Statement of Changes in Equity.
101
31.Commitments
(a) Capital commitments
Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements, excluding
those relating to investments in joint venture companies (Note 20), are analysed as follows:
Group
2007
2006
$’000
$’000
Capital and development expenditure not provided for in the financial statements:
Commitments in respect of contracts placed
Authorised but not contracted for
131,128
38,139
7,417
7,754
(b) Operating lease commitments - where a group company is a lessee
The Group leases various retail units under non-cancellable operating lease agreements. The leases have varying terms,
escalation clauses and renewal rights. The lease expenditure charged to the income statement during the financial year is
disclosed in Note 6.
The future aggregate minimum lease payable under non-cancellable operating leases contracted for at the balance sheet
date but not recognised as liabilities, are analysed as follows:
Group
2007
2006
$’000
$’000
Not later than one year
22,803
24,173
28,368
26,123
46,976
54,491
(c) Operating lease commitments - where a group company is a lessor
The future minimum lease receivable under non-cancellable operating leases contracted for at the balance sheet date but
not recognised as receivables, are analysed as follows:
2007
$’000
102
Group
2006
$’000
Company
2007
2006
$’000
$’000
15,292
18,504
14,752
12,340
558
449
533
337
33,796
27,092
1,007
870
32.Contingent liabilities
Details and estimates of maximum amounts of contingent liabilities, excluding those relating to investments in associated
companies (Note 19) and investments in joint venture companies (Note 20), were as follows:
2007
$’000
Guarantees issued to banks for credit facilities granted to:
– subsidiary companies
–
8,280
2,040
–
8,280
62,452
229,054
8,280
2,040
235,242
8,280
62,452
10,320
70,732
239,374
305,974
Group
2006
$’000
Company
2007
2006
$’000
$’000
The Company has given guarantees for all liabilities of a subsidiary company incurred under a tender bond facility amounting to
$15.0 million (2006: $15.0 million) granted by a bank to the subsidiary company.
33.Financial risk management
Financial risk factors
The Group is exposed to foreign currency, interest rate, credit and liquidity risks arising from its diversified businesses.
The Group’s risk management approach seeks to minimise potential adverse effects from these exposures on the financial
performance of the Group. After identifying and evaluating its exposure to the financial risks, the Group establishes policies to
monitor and manage these risks in accordance with its risk management philosophy.
(a) Price risk/Currency risk
The Group holds long-term overseas investments and its net assets are exposed to currency translation risk. The Group
uses natural hedging opportunities, like borrowing in the currency of the country in which these investments are located
whenever practicable. The exchange differences arising from such translations are captured under the currency translation
reserve. These translation differences are reviewed and monitored on a regular basis.
(b) Cash flow and fair value interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest bearing assets and liabilities. The
Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group
also uses hedging instruments such as interest rate swaps to minimise its exposure to interest rate volatility (see Note 34
for details).
(c) Credit risk
The Group has no significant concentration of credit risk with any single entity. The Group has policies in place to ensure
that sales of products and services are made only to customers with acceptable credit standing. Derivative counterparties
and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount
of credit exposure to any financial institution.
(d) Liquidity risk
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure
that all refinancing, repayment and funding needs are met. The Group adopts prudent liquidity risk management by
maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The
Group constantly raises committed funding from both capital markets and financial institutions and prudently balances its
portfolio with short term funding so as to achieve overall cost effectiveness.
103
34.Financial instruments
In order to manage the risks arising from fluctuations in currency exchange rates and interest rates, the Group and the Company
make use of the following derivative financial instruments:
(a) Interest rate swaps
The Group and the Company have entered into interest rate swap contracts that entitle them to receive interest at floating
rates on notional principal amounts and oblige them to pay interest at fixed rates on the same amounts. The interest rate
swaps allow the Group and the Company to raise long-term borrowings at floating rates and swap them into fixed rates
that are lower than those available if they borrowed at fixed rates directly. Under the interest rate swaps, the Group and the
Company agree with other parties to exchange, at specified intervals (mainly quarterly), the difference between the fixed
and floating rate interest amounts calculated by reference to the agreed notional principal amounts. At 30 June 2007, the
fixed interest rates vary from 2.1% to 3.3% (2006: 2.1% to 3.3%) per annum and the floating rates are linked to swap rates
quoted by various banks and agencies.
The remaining terms and notional principal amounts of the outstanding interest rate swap contracts at the balance sheet
date were as follows:
2007
$’000
Group
2006
$’000
Company
2007
2006
$’000
$’000
102,308
322,452
–
487,889
102,308
222,452
–
374,760
424,760
487,889
324,760
374,760
(b) Forward foreign exchange contracts
Forward foreign exchange contracts are entered into to manage exposure to fluctuations in foreign currency exchange rate
on specific transactions. These contracts do not qualify for hedge accounting.
The settlement dates on open forward contracts were as follows:
2007
$’000
Not later than one year Between two and five years
2006
$’000
14,923
13,373
30,101
–
28,296
30,101
The commitments in respect of the forward foreign exchange contracts entered into by the Group were as follows:
Group
2007
2006
$’000
$’000
Payable in local currency
Forward contracts to receive foreign currency
104
Group
28,296
30,101
35.Related party transactions
In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions
between the Group and related parties took place during the financial year at terms agreed between the parties:
(a) Sales and purchases of goods and services
Commission income received from:
2007
$’000
Group
2006
$’000
28
809
84
1,059
240
3,285
2,590
900
571
353
–
615
Reimbursement of administrative costs and service fees from associated companies
686
557
Financial, secretarial and administrative fees received from:
30
177
30
156
Management and service fees received from:
Management fees paid to associated company
Reimbursement of administrative costs and service fees to associated companies
(b) Key management personnel compensation
Key management personnel compensation is as follows:
2007
$’000
Group
2006
$’000
Salaries and other short term employee benefits
Share options granted
10,314
329
7,619
90
10,643
7,709
Included in the above is compensation to directors of the Company which amounted to $6.3 million (2006: $4.4 million).
105
36.Segment information
(a) Primary reporting format - business segments
At 30 June 2007, the Group is organised into three main business segments – development properties, investment properties
and retail. Other operations of the Group comprise mainly garment manufacturing and investment holding, neither of which
constitutes a separately reportable segment.
2007
Retail
$’000
Others
$’000
Group
$’000
Revenue
757,602
29,938
139,341
54,753
981,634
Segment result
Interest income
219,363
206,626
8,825
(25,176)
409,638
12,218
421,856
(32,057)
Finance costs Share of profit of associated and joint venture companies
41,905
8,117
2,549
57,536
110,107
499,906
Income tax expense
(58,155)
Total profit
441,751
1,329,049
–
111,082
209,631
1,649,762
608,245
10,994
–
636
619,875
52,835
7,736
–
1,046
61,617
381,402
412,856
44
95
794,397
2,371,531
431,586
111,126
211,408
3,125,651
Unallocated assets
7,534
Consolidated total assets
3,133,185
219,688
408,200
627,888
9,396
192,394
201,790
30,853
–
30,853
75,655
454,258
529,913
335,592
1,054,852
1,390,444
78,559
1,469,003
711
804
451
256
5,619
3,696
5,474
3,575
12,255
8,331
Segment assets
Due from associated and joint venture companies
Segment liabilities
Borrowings
Unallocated liabilities
Consolidated total liabilities
Capital expenditure
Depreciation
106
Development Investment
properties properties
$’000
$’000
36.Segment information (continued)
(a) Primary reporting format – business segments (continued)
Development Investment
properties properties
$’000
$’000
2006
Retail
$’000
Others
$’000
Group
$’000
Revenue
733,925
27,124
89,062
39,147
889,258
Segment result
Interest income
113,630
9,072
1,533
(22,155)
102,080
8,040
110,120
(40,297)
26,016
87
2,734
58,245
87,082
156,905
Income tax expense
(21,163)
Total profit
135,742
1,263,775
1,979
89,845
198,244
1,553,843
457,319
2,863
–
636
460,818
37,256
7,437
–
786
45,479
307,612
359,470
25
1,125
668,232
2,065,962
371,749
89,870
200,791
2,728,372
Unallocated assets
17,234
Consolidated total assets
2,745,606
290,496
391,418
681,914
9,060
195,863
204,923
13,334
899
14,233
43,948
519,535
563,483
356,838
1,107,715
1,464,553
19,176
1,483,729
9
32
348
400
4,504
2,799
969
1,838
5,830
5,069
Finance costs Share of profit of associated and joint venture companies Segment assets
Due from associated and joint venture companies
Segment liabilities
Borrowings
Unallocated liabilities
Consolidated total liabilities
Capital expenditure
Depreciation
(b) Secondary reporting format – geographical segments
The Group’s three main business segments operate in three main geographical areas – Singapore, The People’s Republic
of China (PRC)/Hong Kong SAR and Malaysia.
Revenue
2007
2006
$’000
$’000
Total assets
2007
2006
$’000
$’000
Capital expenditure
2007
2006
$’000
$’000
Singapore
PRC/Hong Kong SAR
Malaysia
Other countries
826,154
19,242
101,718
34,520
831,241
–
31,321
26,696
2,229,040 2,022,170
504,366
389,827
384,614
317,731
15,165
15,878
8,540
711
3,004
–
4,406
–
1,424
–
981,634
889,258
3,133,185 2,745,606
12,255
5,830
107
37.Companies in the Group
Information relating to the companies in the Group is given below, with the exception of inactive and dormant companies.
Singapore-incorporated subsidiary companies and associated companies in which the Group has management control are
audited by PricewaterhouseCoopers Singapore, unless otherwise indicated.
(a) Wing Tai Holdings Limited
Country of
incorporation/
place of business
Principal activities
Singapore
Investment holding
!
Malaysia-Quoted on the Bursa Malaysia Securities
Berhad
Equity held
by the Group
2007 2006
% %
n/a
n/a
Manufacturing and trading of
garments, property development
and investment holding
54.1
50.2
(b) Subsidiary companies
DNP Holdings Berhad
Angel Wing (M) Sdn Bhd
*,!
Malaysia
Property development
54.1
50.2
Brave Dragon Ltd *, #
British Virgin Islands (BVI)/Hong Kong SAR
Investment holding
89.4
89.4
Crossbrook Group Ltd
#
BVI/Hong Kong SAR
Investment holding
100
100
DNP Clothing Sdn Bhd
*,!
Malaysia
Retailing of garments
54.1
50.2
DNP Garment
Manufacturing Sdn Bhd
*,!
Malaysia
Manufacture of textile garments
54.1
50.2
DNP Land Sdn Bhd
*,!
Malaysia
54.1
50.2
DNP Property Management Sdn Bhd
*,!
Malaysia
Project management and
maintenance of properties
54.1
50.2
Dragon & Phoenix
Serba Pakaian Sdn Bhd
*,!
Malaysia
54.1
50.2
Evermore Investment Pte Ltd *
Singapore
Property investment and development
85
85
Fox Fashion Apparel (S) Pte Ltd
*
Singapore
100
100
Grand Eastern Realty & Development Sdn Bhd
*,!
Malaysia
54.1
50.2
Harta-Aman Sdn Bhd
*,!
Malaysia
54.1
50.2
Hartamaju Sdn Bhd
*,!
Malaysia
Property investment
54.1
50.2
Jiaxin (Suzhou) Property
Development Co., Ltd
*,@
The People’s Republic of
China (PRC)
Property development, investment
and management
75
35
Nester Investments Limited *, #
BVI/Hong Kong SAR
Investment holding
100
100
Nian Sheng Investments Limited
*,!
BVI/Hong Kong SAR
Investment holding
54.1
50.2
P.T. Windas Development
*,@
Indonesia
Property investment and development 58.5
57.6
Singapore
Property investment and development 66.7
66.7
Investment holding
100
100
Richdeal Investment Pte Ltd *
Rondall Enterprises
Limited
Sedi-Intan Sdn Bhd
*,!
Malaysia
Trading in garments
54.1
50.2
Sediperak Sdn Bhd
*,!
Malaysia
54.1
50.2
n/a: not applicable
108
*, @ Hong Kong SAR
37.Companies in the Group (continued)
Country of
incorporation/
place of business
Equity held
by the Group
2007 2006
% %
(b) Subsidiary companies (continued)
Seniharta Sdn Bhd
*,!
Malaysia
Property investment
54.1
50.2
Sri Rampaian Sdn Bhd
*,!
Malaysia
54.1
50.2
Starpuri Development Sdn. Bhd.
*,!
Malaysia
54.1
50.2
Suzhou Property Development Pte Ltd
*,>
Singapore
Property development and
investment holding
75
35
Tanahnaga Sdn Bhd
*,!
Malaysia
54.1
50.2
Tanako Sdn Bhd
*,!
Malaysia
54.1
50.2
Welwyn Investment Pte Ltd
*
Singapore
Property investment and
development
90
90
Winace Investment Pte Ltd
*
Singapore
Investment holding
100
100
Winbliss
Investment Pte Ltd
*
Singapore
Property investment and
development
100
100
Wincharm Investment Pte Ltd
*
Singapore
Investment holding
100
100
Windeal Investment Pte Ltd
*
Singapore/PRC
Property Investment
100
100
Wingain Investment Pte Ltd
*
Singapore
Property investment
66.7
66.7
Wingold Investment Pte Ltd
*
Singapore
Investment holding
100
100
Wingrace Investment Pte Ltd
*
Singapore
100
100
Wingrove
Investment Pte Ltd
*
Singapore
75
75
Winhome
Investment Pte Ltd
*, <
Singapore
60
60
Winmax Investment Pte Ltd
*
Singapore
Property investment
100
100
Winnervest
Investment Pte Ltd
*
Singapore
100
100
Winnorth Investment Pte Ltd
*
Singapore
100
100
Winquest
Investment Pte Ltd
*
Singapore
60
60
Winrose Investment Pte Ltd *
Singapore
100
–
Winshine Investment Pte Ltd
*
Singapore
Property investment
100
100
109
Country of
incorporation/
place of business
Equity held
by the Group
2007 2006
% %
(b) Subsidiary companies (continued)
Winsland Investment Pte Ltd
*
Singapore
Property investment
100
100
Winswift Investment Pte Ltd
*
Singapore
Investment holding
54.1
50.2
Wintrust Investment Pte Ltd
*
Singapore
Property investment, development
and investment holding
100
100
Winwill Investment Pte Ltd
*
Singapore
Investment holding
60
60
Winwise
Investment Pte Ltd
*
Singapore
60
60
Winworth Investment Pte Ltd
*
Singapore
85
85
Wing Mei (M) Sdn Bhd
*,!
Malaysia
Property investment
54.1
50.2
Wing Tai (China) Investment Pte Ltd
*
Singapore
Investment holding
100
–
Wing Tai Clothing Pte Ltd
*
Singapore
100
100
Wing Tai Investment &
Development Pte Ltd
Singapore
Management and administration
of projects and investment holding
100
100
Wing Tai Investment
Management Pte Ltd
*
Singapore
Management of investment properties
100
100
Wing Tai Land Pte Ltd
Singapore
Investment holding
100
100
Wing Tai Property
Management Pte Ltd
*
Singapore
Project management and maintenance of properties
100
100
Wing Tai Retail Pte Ltd
Singapore
Management of retail operations
100
100
Yoshinoya (S) Pte Ltd
*
Singapore
Restaurant operator
100
100
Manufacturing and trading of
garments, property development,
management and investment holding
30.6
18.9
–
27.7
(c) Associated companies
USI Holdings Limited
*,%
Bermuda - Quoted on the Hong Kong
Stock Exchange/
Hong Kong SAR
Winsor Properties
Holdings Limited
*,@
Cayman Islands -
Property investment and Quoted on the Hong Kong development, warehousing and
Stock Exchange/
investment holding
Hong Kong SAR
Burlington Square Properties Pte Ltd
*,&
Singapore
Property trading
50
50
Burlington Square Investment Pte Ltd
*,&
Singapore
Property investment
50
50
*
Singapore
45
45
G2000 Apparel (S) Pte Ltd
110
Country of
incorporation/
place of business
Equity held
by the Group
2007 2006
% %
(d) Joint venture companies
Choice Homes Beta Pte Ltd
*
Singapore
30
–
Orwin Development Limited
*
Singapore
40
40
*,&
Singapore
Property investment and development 50
–
Winfame Investment Pte Ltd *
Singapore
50
50
Wingem Investment Pte Ltd
*
Singapore
45
45
Winpeak Investment Pte Ltd *
Singapore
45
45
Winwave Investment Pte Ltd *
Singapore
50
50
Summervale Properties Pte Ltd
*
Held by Group companies.
!
Audited by Ernst and Young, Malaysia.
#
These companies are not required to be audited by law in the country of incorporation, but the unaudited financial statements are reviewed
by PricewaterhouseCoopers Singapore as part of the audit of the consolidated financial statements.
>
Suzhou Property Development Pte Ltd was a joint venture company in the preceding financial year. Please see Note 11 for details.
<
The entity is 60% held by Winwill Investment Pte Ltd and is classified as a subsidiary company as it is controlled by the Group.
%
Audited by PricewaterhouseCoopers, Hong Kong. USI Holdings Limited (“USI”) is accounted for as an associated company in the
preceding financial year although the Group holds less than 20% interest in USI as the Group has board representation in USI and has
the ability to influence its financial decisions.
@
Audited by other PricewaterhouseCoopers firms outside Singapore.
&
Audited by KPMG, Singapore.
^
Audited by Suzhou Lixin Certified Public Accountants Co., Ltd
38.New accounting standards and FRS interpretations
Certain new standards, amendments and interpretations to existing standards have been published and they are mandatory
for the accounting periods beginning on or after 1 January 2007 or later periods which the Group has not early adopted. The
Group’s assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group
is set out below:
FRS 107 Financial Instruments: Disclosures, and a complementary Amendments to FRS 1 Presentation of Financial Statements
– Capital Disclosures.
FRS 107 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative
and quantitative information about exposure to risks arising from financial instruments, including minimum disclosures about
credit risk, liquidity risk and market risk (including sensitivity analysis to market risk). It replaces the disclosure requirements in
FRS 32 Financial Instruments: Disclosure and Presentation. The amendment to FRS 1 introduces disclosures about the level of an entity’s capital and how it manages capital. The Group
has assessed the impact of FRS 107 and the amendment to FRS 1 and concluded that the main additional disclosures will be
the sensitivity analysis to market risk and the capital disclosures required by the amendment of FRS 1.
39.Authorisation of financial statements
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors on 28
September 2007.
111
notice of annual general meeting
WING TAI HOLDINGS LIMITED
(Company Registration No. 196300239D)
(Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the 43rd Annual General Meeting of the Company will be held at The Ballroom, Level 3, Raffles Hotel,
1 Beach Road, Singapore 189673 on Tuesday, 30 October 2007 at 10.30 a.m. to transact the following business:
As Ordinary Business
1. To receive and adopt the Audited Accounts for the financial year ended 30 June 2007 and the Reports of the
Directors and Auditors thereon.
Resolution 1
2. To declare a First and Final Dividend of 3 cents per share, a Special Dividend of 5 cents per share and a
Special Rights Dividend of 25 cents per share, less 18% Singapore income tax for the financial year ended
30 June 2007.
Resolution 2
3. To approve Directors’ fees of $321,258/- for the financial year ended 30 June 2007 (2006: $260,500/-).
Resolution 3
4. To re-elect the following Directors who are retiring in accordance with the Company’s Articles of Association:
(i) Mr Lee Kim Wah
(Retiring under Article 107)
Resolution 4
(ii) Mr Loh Soo Eng
(Retiring under Article 107)
Resolution 5
(iii) Mr Paul Tong Hon To (Retiring under Article 117)
Resolution 6
Mr Paul Tong Hon To upon re-election as a Director of the Company, remains as a member of the Audit
Committee. Mr Tong will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the
Singapore Exchange Securities Trading Limited.
5. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Directors to fix their
remuneration.
Resolution 7
AS SPECIAL BUSINESS
6. To re-appoint the following Directors to hold office until the next Annual General Meeting pursuant to Section
153(6) of the Companies Act (Chapter 50):
(a) Mr Phua Bah Lee
Resolution 8
(b) Mr Lee Han Yang
Resolution 9
Mr Phua Bah Lee, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain as
Chairman of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the
Listing Manual of the Singapore Exchange Securities Trading Limited.
(See Explanatory Note 1)
Mr Lee Han Yang, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain as
a member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the
Listing Manual of the Singapore Exchange Securities Trading Limited.
112
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:
Resolution 10
(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.”
Resolution 11
8. To transact any other business that may be transacted at an Annual General Meeting of the Company.
By Order of the Board
Gabrielle Tan
Company Secretary
Singapore
15 October 2007
113
Notes:
1. A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend
and vote in his stead. A proxy need not be a Shareholder of the Company.
2. A Shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its
behalf. The instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised.
3. The instrument appointing a proxy must be deposited at the registered office of the Company at 3 Killiney Road, #10-01 Winsland
House I, Singapore 239519, not less than 48 hours before the time fixed for holding the Meeting.
Explanatory Notes:
1. The proposed Resolution 8 above, if passed, will authorise Mr Phua Bah Lee, who is over the age of 70, to continue in office as a
Director of the Company until the next Annual General Meeting of the Company.
2. The proposed Resolution 9 above, if passed, will authorise Mr Lee Han Yang, who is over the age of 70, to continue in office as a
Director of the Company until the next Annual General Meeting of the Company.
3. The proposed Resolution 10 above, if passed, will empower the Directors of the Company, from the date of the above Annual
General Meeting until the next Annual General Meeting, to issue shares and convertible securities in the Company. The aggregate
number of shares and convertible securities which the Directors may issue under this Resolution shall not exceed 50% of the
issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than
on a pro-rata basis to existing shareholders shall not exceed 20% of the issued share capital of the Company.
The percentage of issued share capital is based on the Company’s issued share capital at the time this proposed Resolution is
passed, after adjusting for (a) new shares arising from the conversion of convertible securities or share options on issue at the time
this proposed Resolution is passed; and (b) any subsequent consolidation or subdivision of shares.
4. The proposed Resolution 11 above, if passed, will empower the Directors of the Company, from the date of the above Annual
General Meeting until the conclusion of the next Annual General Meeting, to issue shares in connection with the 2001 Scheme
and to grant offers, agreements and options which would require shares to be issued. This authority is in addition to the general
authority to issue shares and convertible securities sought under Resolution 10.
114
shareholding statistics
as at 18 September 2007
Share Capital
Issued and fully paid-up capital : S$689,223,847 divided into 720,478,602 ordinary shares Voting rights : 1 vote per share
DISTRIBUTION OF SHAREHOLDERS
Size of Shareholdings
No. of Shareholders % No. of Shares
%
1 to 999
1,000 to 10,000
10,001 to 1,000,000
1,000,001 and above
179
7,579
896
21
2.06
87.37
10.33
0.24
50,504
26,868,731
29,273,990
664,285,377
0.01
3.73
4.06
92.20
Total
8,675
100.00
720,478,602
100.00
No. of Shares
%
TWENTY LARGEST SHAREHOLDERS
Name
1
Wing Sun Development Private Limited
202,032,264
28.04
2
DBS Nominees Pte Ltd 113,420,889
15.74
3
Winlyn Investment Pte Ltd
66,106,760
9.18
4
HSBC (Singapore) Nominees Pte Ltd 62,576,873
8.69
5
Citibank Nominees Singapore Pte Ltd 45,070,221
6.26
6
DBSN Services Pte Ltd
41,385,919
5.74
7
Raffles Nominees Pte Ltd
36,407,343
5.05
8
United Overseas Bank Nominees Pte Ltd
18,140,453
2.52
9
Nu Chan Sing Pte Ltd
16,666,666
2.31
10
Morgan Stanley Asia (Singapore) Securities Pte Ltd
12,817,134
1.78
11
DBS Vickers Securities (Singapore) Pte Ltd
11,764,999
1.63
12
Empire Gate Holdings Limited
11,017,793
1.53
13
UOB Kay Hian Pte Ltd
5,858,833
0.81
14
OCBC Nominees Singapore Pte Ltd
5,152,654
0.72
15
Merrill Lynch (Singapore) Pte Ltd 4,412,078
0.61
16
Oversea Chinese Bank Nominees Pte Ltd
3,391,833
0.47
17
Winway Investment Pte Ltd 3,208,333
0.45
18
Cheng Kar-Yunn Karen
1,300,000
0.18
19
Cheng Kar-Yee Carol
1,295,666
0.18
20
Weljoy Limited
1,166,666
0.16
Total
663,193,377
92.05
PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC
As at 18 September 2007, approximately 54.89% of the issued ordinary shares of the Company are held by the public. Rule 723 of
the Listing Manual of the Singapore Exchange Securities Trading Limited has accordingly been complied with.
115
shareholding statistics
as at 18 September 2007
SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS
Name
Interest (No. of Ordinary Shares)
Cheng Wai Keung
282,365,1501
282,381,1502
Christopher Cheng Wai Chee
279,279,3173
Edward Cheng Wai Sun
279,156,8174
Deutsche Bank International Trust Co. (Cayman) Limited
279,156,8174
Deutsche Bank International Trust Co. (Jersey) Limited
279,156,8174
Wing Sun Development Private Limited
202,032,264
Wing Tai Asia Holdings Limited
213,050,0575
Winlyn Investment Pte Ltd
66,106,760
Terebene Holdings Inc
66,106,7606
HSBC Holding plc
37,870,1137
Metro Champion Limited
66,106,7608
1 Includes 282,365,150 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway Investment
Pte Ltd and Empire Gate Holdings Limited.
2 Includes 282,365,150 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway Investment
Pte Ltd and Empire Gate Holdings Limited and 16,000 shares beneficially held by Mrs Kit Heng Wong-Cheng.
3 Includes 279,156,817 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire Gate
Holdings Limited and 122,500 shares owned by a nominee, DBS Vickers Securities (S) Pte Ltd.
4 Includes 279,156,817 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire Gate
Holdings Limited.
5 Includes 213,050,057 shares beneficially owned by Wing Sun Development Private Limited and Empire Gate Holdings Limited.
6 Shares beneficially owned by Winlyn Investment Pte Ltd in which Terebene Holdings Inc is deemed to have an interest.
7 Includes 30,295,113 shares registered in the name of The Hongkong and Shanghai Banking Corporation Limited, Singapore or its nominee(s),
2,305,000 shares registered in the name of DBS Bank Ltd., Singapore or its nominee(s) and 5,270,000 shares registered in the name of United
Overseas Bank Limited, Singapore or its nominee(s).
8 Shares beneficially owned by Winlyn Investments Pte Ltd in which Metro Champion Limited is deemed to have an interest.
116
proxy form
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.
3. CPF investors who wish to vote should contact their CPF Approved Nominees.
I/We,
of being a Shareholder(s) of Wing Tai Holdings Limited (the “Company”), hereby appoint:
Name
Address
NRIC/Passport Number
Proportion of Shareholdings
No. of Shares
%
and/or (delete as appropriate)
as my/our proxies, to vote for me/us on my/our behalf and, if necessary, to demand a poll at the 43rd Annual General Meeting of the
Company to be held on Tuesday, 30 October 2007 at 10.30 a.m. at The Ballroom, Level 3, Raffles Hotel, 1 Beach Road, Singapore
189673 and at any adjournment thereof.
I/We have indicated with an “X” in the appropriate box below how I/we wish my/our proxies to vote. f no specific direction as to voting
is given, my/our proxies may vote or abstain at his/her discretion.
Resolution Resolutions relating to:
To be used
on a show of hands
For
1.
Adoption of Directors’ Report and Accounts
2.
Declaration of First and Final Dividend, Special Dividend
and Special Rights Dividend
3.
Approval of Directors’ fees
4.
Re-election of Mr Lee Kim Wah
5.
Re-election of Mr Loh Soo Eng
6.
Re-election of Mr Paul Tong Hon To
7.
Re-appointment of PricewaterhouseCoopers as auditors
and to authorise the Directors to fix their remuneration
8.
Re-appointment of Mr Phua Bah Lee
9.
Re-appointment of Mr Lee Han Yang
10.
Authority to issue shares and convertible securities pursuant
to Section 161 of the Companies Act (Chapter 50)
11.
Authority to offer and grant options and to issue shares
in accordance with the provisions of Wing Tai Holdings
Limited (2001) Share Option Scheme.
Dated this
day of Against
To be used
in the event of a poll
Number of
Votes For
Number of
Votes Against
2007.
Number of shares held
Signature(s) of Shareholder(s)/Common Seal of Corporate Shareholder
IMPORTANT: PLEASE READ NOTES OVERLEAF
117
proxy form
Notes:
1.
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register
(as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you
have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares
entered against your name in the Depository Register and shares registered in your name in the Register of Members, you
should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name
in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to
all the shares held by you.
2.
A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two
proxies to attend and vote instead of him. A proxy need not be a member of the Company.
3.
Where a member appoints more than one proxy, and if he does not specify the proportion of his holding to be represented by
each proxy, the first named proxy shall be deemed to represent 100 per cent. of his holding and the second named proxy shall
be deemed to be an alternate to the first named.
4.
The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 3 Killiney Road, #10-01
Winsland House I, Singapore 239519 not less than 48 hours before the time set for holding the Meeting. The sending of a Proxy
Form by a member does not preclude him from attending and voting in person at the Meeting if he finds that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked.
5.
The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or
under the hand of a director or an officer or attorney duly authorised.
6.
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks
fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.
7.
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed,
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on
the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company
may reject any instrument appointing a proxy or proxies deposited if the member, being the appointor, is not shown to have
shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting,
as certified by The Central Depository (Pte) Limited to the Company.
118
request form
15 October 2007
Dear Shareholder
This is a copy of the Chairman’s Statement and Summary Financial Statements (“Summary Financial Report” or “SR”) of Wing Tai
Holdings Limited for the financial year ended 30 June 2007. The Summary Financial Report contains a review of the Group for the
year ended 30 June 2007. It also contains a summary of the audited financial statements of the Company and the Group. We will be
sending you a copy of the Summary Financial Report for so long as you are a shareholder of Wing Tai Holdings Limited, unless you
indicate otherwise.
The full financial statement of the Company and the Group for the year ended 30 June 2007 are set out in a separate report called
Annual Report (“AR”). This report is available to all registered shareholders of Wing Tai Holdings Limited at no cost upon request.
We will need to know which shareholders wish or do not wish to receive the SR and the AR. Therefore, we would appreciate if you
could complete this request slip and return it to Wing Tai Holdings Limited by 25 October 2007 if you want to receive a copy of the
AR. By failing to respond, we will take it that you do not wish to receive copies of the AR for the financial year ended 30 June 2007
and for so long as you are a shareholder. However, you may register or change your request for future financial years.
Yours faithfully
For and on behalf of
Gabrielle Tan
Company Secretary
REQUEST SLIP
To: Wing Tai Holdings Limited
N.B. Please tick only one box. Incomplete forms will not be processed.
Please send me/us a copy of the AR in addition to the SR for the financial year ended 30 June 2007 and for so long as
I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We do not wish to receive the SR or the AR for so long as I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We will download the AR/SR from your website.
Name(s) of Shareholder(s):
NRIC/Passport number(s): CDP Securities Account No.*:
Address:
Signature:
Postcode:
Date:
* This is only applicable if your shares in Wing Tai Holdings Limited are registered with The Central Depository (Pte) Limited.
119
1st Fold
Postage will
be paid by
addressee.
business reply service
permit no 05214
C/O The registrar
(Tricor Barbinder Share Registration Services)
8 Cross Street #11-00
PWC Building
Singapore 048424
3rd fold and glue overleaf. do not staple.
For posting in
Singapore only.
fold and glue overleaf. do not staple.
fold and glue overleaf. do not staple.
2nd Fold

NOTES TO ThE fiNaNCial STaTEmENTS

Transcription

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