Full Annual Report - UOL Group Limited

Transcription

UOL GROUP Limited Annual Report 2006
UOL GROUP LIMITED
Company Registration No. 196300438C
101 Thomson Road #33-00 United Square
Singapore 307591
Tel :(65) 6255 0233
Fax:(65) 6252 9822
UOL GROUP LIMITED
Annual Report 2006
2
UOL GROUP LIMITED
Annual Report 2006
A CONGLOMERATE WITH DIVERSE INTERESTS AROUND THE WORLD
UOL Group Limited has a successful track record of property development that
dates back to 1963. Today, its business interests include property management,
retail and hospitality. A conglomerate with business interests in Singapore,
Malaysia, Australia, Vietnam and China, the Group has over 40 subsidiaries and
associate companies.
Proposed service residences
at Somerset Road
Pavilion 11
Odeon Towers
United Square
Novena Square
one-north residences
One Amber
The Regency
at Tiong Bahru
UOL GROUP LIMITED
3
Annual Report 2006
Southbank
Regency Suites
Twin Regency
Newton Suites
1 Moulmein Rise
Parkroyal Residences
Cosy Bedroom
South Tower,
One Residency, KL
Residential project at No.2A
Persiaran Hampshire, KL
Parkroyal Kuala Lumpur
Hotel Sofitel Plaza
Saigon
Negara on Claymore
Deluxe Room
Parkroyal on Beach Road
Swimming Pool
CONTENTS
04
Group Structure
31
Segmental Performance Analysis
49
Statement of Changes in Equity
06
Financial Highlights
& Financial Calendar
32
Quarterly Results & Simplified
Group Financial Position
50
Consolidated Cash Flow
Statement
07
Corporate Data
33
Five-Year Financial Summary
52
Notes to the Financial Statements
08
Chairman’s Statement
36
Value-added Statement
120 Corporate Governance Report
11
Board of Directors
38
Report of the Directors
14
Management Team
43
Statement by Directors
129 Interested Person Transactions
& Material Contracts
16
Key Management Executives
44
Independent Auditors’ Report
17
Calendar of Events
45
Income Statements
18
Operation Highlights
46
Balance Sheets
28
Property Summary 2006
48
Consolidated Statement
of Changes in Equity
130 Shareholding Statistics
132 Share Price and Turnover
133 Notice of Annual
General Meeting
Proxy Form
4
UOL GROUP LIMITED
Annual Report 2006
GROUP STRUCTURE
As at 28 February 2007
UOL GROUP LIMITED
60%
Novena Square
Investments Ltd
22.67%
Marina Centre
Holdings
Pte Ltd
60%
70%
Novena Square
Development
Ltd
80%
Regency One
Development
Pte. Ltd.
Duchess Walk
Pte. Ltd.
60%
70%
United Regency
Pte. Ltd.
Kings & Queens
Development
Pte. Ltd.
30%
Vista
Development
Pte Ltd
100%
77.71%
UOL Property
Investments
Pte Ltd
HOTEL PLAZA
LIMITED
100%
100%
UOL Claymore
Investment
Pte. Ltd.
UOL Project
Management
Services
Pte. Ltd.
30%
40%
50%
Brendale
Pte Ltd
Tampines
Condominium
Pte Ltd@
Park
Developments
Pte. Ltd.
100%
Hotel Negara
Limited
39.4%
100%
60%
95%
100%
100%
100%
Pilkon
Development
Company
Limited [BVI]
Garden Plaza
Company Ltd
[VN]
Success Venture
Investments
(Australia)
Ltd [BVI]
Success City
Pty Limited
[AU]
Success Venture
Investments (WA)
Limited [BVI]
Parkroyal
Hospitality
Management
Pte Ltd***
Premium
Properties
Sdn Bhd [MY]
48.9%
66.7%
100%
65%
Plaza Hotel
Company
Limited [VN]
100%
100%
Success Venture
Success Venture
(Parramatta) Unit (Darling Harbour)
Trust [AU]
Unit Trust [AU]
Associated Companies
*
Previously known as UOL Tiong Bahru Plaza Pte Ltd
** Previously known as Dahua Xiamen Development Limited
*** Previously known as Plaza Pacific Hotels and
Resorts International Pte Ltd
@
Under voluntary liquidation
#
In the process of deregistration
Success Venture PPHR (Thailand)
(WA) Unit Trust
Company
[AU]
Limited [TH]
100%
Success
Venture Pty
Limited [AU]
Notes:
[AU]
[BVI]
[HK]
[MY]
[MN]
[PRC]
[TH]
[VN]
:
:
:
:
:
:
:
:
Incorporated in Australia
Incorporated in The British Virgin Islands
Incorporated in Hong Kong
Incorporated in Malaysia
Incorporated in Myanmar
Incorporated in The People’s Republic of China
Incorporated in Thailand
Incorporated in Vietnam
President Hotel
Sdn Berhad
[MY]
UOL GROUP LIMITED
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Annual Report 2006
100%
100%
100%
100%
100%
100%
UOL
Development
Pte. Ltd.
UOL Overseas
Investments
Pte Ltd
UOL
Development
(Novena)
Pte. Ltd.
Parkroyal
Hospitality
Pte. Ltd.
United Venture
Furnishings
Pte Ltd
Mod.Living
Pte Ltd
100%
100%
100%
UOL
Capital
Investments
Pte. Ltd*
Secure
Venture
Investments
Limited [HK]
UOL Equity
Investments
Pte Ltd
60%
100%
25%
Suasana Simfoni
Sdn Bhd [MY]
Hua Ye Xiamen
Hotel Limited**
[PRC]
Aquamarina
Hotel Private
Limited
100%
100%
UOL
Management
Services
Pte Ltd
UOL Overseas
Development
Pte Ltd
33.3%
55%
100%
80%
Chengdu
United
Development
Co. Ltd.# [PRC]
Promatik Emas
Sdn. Bhd. [MY]
35%
50%
ORIX-UOL
Investments
Pte. Ltd.
Ardenis
Pte Ltd
100%
100%
100%
United
Lifestyle
Holdings
Pte Ltd
New Park Hotel
(1989) Pte Ltd
HPL Overseas
Investments
Pte Ltd
100%
100%
Dou Hua
Restaurants
Pte Ltd
St Gregory Spa
Pte Ltd
100%
97%
75%
Shanghai Xin
Yue Real Estate
Development
Co., Ltd. [PRC]
VOU Investment
Limited [VN]
100%
100%
100%
SGN
Investment
Pte Ltd@
Yangon
Investment
Pte Ltd
PID
Investments
Pte Ltd
100%
Suten
Investment &
Development
Pte Ltd
100%
95%
Grand Elite
(Penang) Sdn.
Bhd. [MY]
Star Valuations
Sdn. Bhd. [MY]
Grand Elite Sdn.
Bhd. [MY]
Yangon Hotel
Limited [MN]
75%
Westlake
International
Company [VN]
100%
Suzhou
Wugong Hotel
Co., Ltd [PRC]
6
UOL GROUP LIMITED
Annual Report 2006
FINANCIAL HIGHLIGHTS
In thousands of Singapore Dollars
2006
FOR THE YEAR
Revenue
Profit before income tax
Profit after income tax
Net cash (used in) / from operating activities
Net cash from / (used in) investing activities
Net cash from / (used in) financing activities
Dividend
605,121
406,799
373,026
(143,696)
48,813
120,914
59,492
AT 31 DECEMBER
Share capital and share premium
Reserves
Retained earnings
Share capital and reserves
Share capital, reserves and non-current loans
Total assets
PER ORDINARY SHARE
Basic earnings (cents)
Gross dividend declared (cents)
Dividend cover (times)
Net tangible asset backing ($)
before accounting for surplus on revaluation of hotel properties
Net tangible asset backing ($)
after accounting for surplus on revaluation of hotel properties
2005
%
Increase/
(Decrease)
505,482
149,835
119,849
42,469
(130,372)
(535,048)
47,583
19.7
171.5
211.2
(438.4)
137.4
122.6
25.0
1,071,987
1,170,697
913,320
3,156,004
3,860,597
4,651,912
1,068,264
662,567
633,368
2,364,199
2,897,263
3,520,185
–
76.7
44.2
33.5
33.2
32.1
42.8
15.0
2.8
12.6
7.5
1.7
239.7
100.0
64.7
3.95
2.96
33.4
4.44
3.23
37.5
FINANCIAL CALENDAR
Announcement of first quarter results
Announcement of second quarter results
Announcement of third quarter results
Announcement of unaudited full year results
Annual General Meeting
Books closure dates
First and final dividend payment date
Final and special dividend payment date
2006
2005
11.05.06
02.08.06
01.11.06
16.02.07
25.04.07
08.05.07 to 09.05.07
17.05.07
22.04.05
26.07.05
25.10.05
18.02.06
19.04.06
02.05.06 to 04.05.06
15.05.06
-
UOL GROUP LIMITED
7
Annual Report 2006
CORPORATE DATA
BOARD OF DIRECTORS
Wee Cho Yaw
Chairman
REMUNERATION COMMITTEE
Lim Kee Ming
(Appointed as Chairman
on 1 February 2007)
Gwee Lian Kheng
President & CEO
Wee Cho Yaw
Alan Choe Fook Cheong
Lim Kee Ming
Wong Yuen Weng Ernest
(Resigned on 12 March 2007)
Wee Ee Chao
(Appointed on 9 May 2006)
James Koh Cher Siang
MANAGEMENT
Gwee Lian Kheng
President & CEO
Gn Hiang Meng
Deputy President
(Hotels & Finance)
COMPANY SECRETARY
Foo Thiam Fong Wellington
DEPUTY SECRETARY
Yeong Sien Seu
AUDITORS
PricewaterhouseCoopers
8 Cross Street
#17-00 PWC Building
Singapore 048424
Partner-in-charge:
Ms Tan Khiaw Ngoh
Year of appointment: 2005
Low Weng Keong
Liam Wee Sin
Chief Operating Officer
PRINCIPAL BANKERS
United Overseas Bank Limited
Wee Ee Lim
(Appointed on 9 May 2006)
Chief Financial Officer
DBS Bank Ltd
EXECUTIVE COMMITTEE
Wee Cho Yaw
Chairman
Gwee Lian Kheng
Wee Ee Chao
(Appointed on 15 February 2007)
AUDIT COMMITTEE
Lim Kee Ming
Chairman
(Resigned on 12 March 2007)
NOMINATING COMMITTEE
Chairman
Wee Cho Yaw
Lim Kee Ming
Kam Tin Seah
General Manager
(Investments)
Kwan Weng Foon
General Manager
(Development)
The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Sumitomo Mitsui
Banking Corporation
CIMB Bank Berhad
Public Bank Berhad
Lee Choon Kok
General Manager
(Engineering & Maintenance)
Lian Ah Cheok Dolly
General Manager
(Marketing)
Chin Ee Chen Jestine
General Manager
(Furniture Division)
Yeong Sien Seu
Legal Manager
Lim Chong Koon
Group Human Resource Manager
Yeo Bin Hong
Senior Manager
(Internal Audit)
REGISTERED OFFICE
101 Thomson Road
#33-00 United Square
Singapore 307591
Telephone
: 6255 0233
Facsimile
: 6252 9822
Website
: www.uol.com.sg
SHARE REGISTRAR
Lim Associates (Pte) Ltd
3 Church Street
#08-01 Samsung Hub
Singapore 049483
Telephone
: 6536 5355
Facsimile
: 6536 1360
8
UOL GROUP LIMITED
Annual Report 2006
CHAIRMAN’S STATEMENT
2006 REVIEW
Singapore
Singapore’s gross domestic product grew by 7.9% in
2006 compared to 6.6% for 2005. Prices of private
residential properties increased by 10.2% in 2006
compared to an increase of 3.9% in 2005. More than
11,000 new homes were sold in 2006 compared to
almost 9,000 units in 2005. Driven by strong demand
and limited supply, rentals of offices surged by 30.3%
as compared with a rise of 12.7% in 2005 while rentals
for retail space grew by 5.6% in 2006.
Singapore received a record 9.7 million tourists
in 2006 compared to 8.9 million in 2005. Average
occupancy for the hotel industry in Singapore
increased by 1.4 percentage points to 85% while
average room rate increased sharply by 19.6% to
S$164. The Group’s hotels in Singapore benefited
from the increased visitor arrivals and achieved
above average growth in room rates.
Overseas
Outside Singapore, the Group’s hotels in Malaysia
and Vietnam continued to benefit from improvements
in average room rates and occupancy. Our hotels
in Sydney and Perth, Australia achieved higher
average room rates while Sofitel Plaza Xiamen in
China managed to break-even in its first full year of
operations. Notwithstanding increasing competition
with the opening of new hotels, Sheraton Suzhou
in China managed to maintain its revenue per
available room. Performance of the Parkroyal Yangon
remains a challenge given the continued difficult
operating conditions.
2006 PERFORMANCE & DIVIDEND
The Group recorded a pre-tax profit of S$406.8
million in 2006, representing an increase of 171.5%
over the pre-tax profit of S$149.8 million in 2005.
Included in the 2006 results is the exceptional
pre-tax profit of S$146.1 million from the sale of
65,700,002 shares in Clifford Development Pte Ltd
(“Clifford”) and the profit of S$86.7 million from the
sale of Hotel Plaza Limited’s (“Hotel Plaza”) 100%owned subsidiary Hotel Grand Plaza (Singapore) Pte
Ltd (“HGP”). Excluding the exceptional items, the
Group’s pre-tax profit in 2006 was S$158.6 million
representing a 6.2% increase over the comparable
pre-tax profit of S$149.3 million in 2005.
Based on the latest independent valuation of the
Group’s investment properties by professional
valuers, the Group’s Asset Revaluation Reserve
increased from S$234.6 million at end 2005 to
S$429.8 million at end 2006. Reflecting higher share
prices, the Group’s Fair Value Reserve increased from
S$356.5 million at end 2005 to S$626.3 million at
end 2006. As a result, the shareholders’ funds of the
Group increased from S$2.36 billion to S$3.16 billion.
Consequently, the net tangible asset per ordinary
share of the Group increased from S$2.96 as at 31
December 2005 to S$3.95 as at 31 December 2006.
The Group’s debt equity ratio increased marginally
to 22% at 31 December 2006 from 21% as at 31
December 2005.
In view of the creditable performance, the Board
recommends a first and final one-tier dividend of 7.5
cents per share and a special one-tier dividend of 7.5
cents per share making a total dividend of 15.0 cents
per share (2005: a first and final one-tier dividend
of 7.5 cents per share). Total dividend payout will
amount to S$119.2 million (2005: S$59.5 million) for
the year ended 31 December 2006.
UOL GROUP LIMITED
9
Annual Report 2006
“The Group recorded a pre-tax profit of S$406.8 million in 2006, representing
an increase of 171.5% over the pre-tax profit of S$149.8 million in 2005.
Included in the 2006 results is the exceptional pre-tax profit of S$146.1
million from the sale of 65,700,002 shares in Clifford Development Pte
Ltd (“Clifford”) and the profit of S$86.7 million from the sale of Hotel
Plaza Limited’s (“Hotel Plaza”) 100%-owned subsidiary Hotel Grand Plaza
(Singapore) Pte Ltd (“HGP”).”
CORPORATE DEVELOPMENTS
2006 Development Projects
During the year, the Group launched the sales of
Southbank (a mixed development comprising a
total of 273 residential, SOHO and retail units at
North Bridge Road) and The Regency at Tiong Bahru
(a residential development with 158 units at Chay
Yan Street). Response was good and all the units in
these two projects have been sold. Similarly, all 562
units at Amber Gardens in which the Group has a
30% equity interest have been fully sold. During the
year, the Group also sold the remaining units of the
104-unit Regency Suites development at Kim Tian
Road in Singapore.
Acquisition of Development Properties
Duchess Court at Duchess Walk, Singapore
In May 2006, Duchess Walk Pte Ltd, a 70%-owned
subsidiary, successfully tendered on an en-bloc
basis, for the freehold property known as
Duchess Court at Duchess Walk for an aggregate
consideration of S$104 million. This site is intended
to be developed into approximately 120 units of
condominium apartments.
Nassim Park at Nassim Road, Singapore
In August 2006, Park Developments Pte Ltd, in
which the Company has a 50% interest, successfully
tendered on an en-bloc basis, for the freehold
property known as Nassim Park at Nassim Road,
for an aggregate consideration of S$380 million.
Order of the Strata Titles Board has been obtained
and the purchase is scheduled to be completed
in first half of 2007. It is intended that the site be
developed into approximately 100 units of luxurious
condominium apartments.
East Coast Ville at Upper East Coast Road, Singapore
In December 2006, UOL Development Pte Ltd, a
wholly-owned subsidiary, acquired the freehold
property known as East Coast Ville at Upper East
Coast Road for a consideration of S$54.5 million. The
acquisition is conditional upon the approval of the
Land Dealings (Approval) Unit and the order for sale
from the Strata Titles Board. Upon completion of the
purchase, this site is intended to be developed into a
residential condominium.
Acquisition of Hotel Negara Limited
During the year, the Company acquired 100% of
the issued and paid-up capital of Hotel Negara
Limited (“HNL”) for an aggregate consideration of
S$134.6 million or S$6.45 per share and this was
arrived at through:
(i) Acquisition of a 54.46% shareholding interest in
HNL from the United Overseas Bank Group;
(ii) A mandatory unconditional cash offer (“Offer”) to
acquire all the ordinary shares in the capital of HNL
(“Shares”) not already owned by the Company at
a price of S$6.45 per share. At the close of the
Offer in August 2006, the Company’s interest
in HNL increased from 54.46% to 99.46%; and
(iii) Exercise of the Company’s right of compulsory
acquisition under Section 215 of the Companies
Act, Chapter 50 to acquire all the Shares of the
shareholders of HNL, who had not accepted
the Offer.
Upon completion of the compulsory acquisition
in September 2006, HNL became a 100%-owned
subsidiary and was subsequently delisted from the
Singapore Exchange.
10
UOL GROUP LIMITED
Annual Report 2006
Acquisition of additional interests in Marina
Centre Holdings Pte Ltd
In May 2006, the Company acquired an additional
10% shareholding interest, comprising 30,000,000
ordinary shares in the capital of Marina Centre
Holdings Pte Ltd (“MCH”) at S$2.084 per share for a
net cash consideration of S$62,520,000. Following
this acquisition, UOL’s shareholding interest in MCH
increased from 12.67% to 22.67%, thereby making
MCH an associated company.
Sale of shareholding interest in Clifford
Development Pte Ltd
In October 2006, the Company sold its entire 50%
shareholding interest in Clifford for an aggregate cash
consideration of S$212.3 million. The sale resulted in
a gain of S$146.1 million for the Company.
Sale of Hotel Grand Plaza (Singapore) Pte Ltd
In October 2006, 77.7%-owned listed subsidiary
Hotel Plaza entered into a conditional Sale and
Purchase Agreement to sell its entire shareholding
in HGP for a net cash consideration of approximately
S$141.2 million. The sale was completed in
December 2006 and the Hotel Plaza Group realised
an exceptional gain of S$86.7 million.
Sale of Central Plaza
On 9 October 2006, wholly-owned subsidiary UOL
Capital Investments Pte Ltd (formerly known as
UOL Tiong Bahru Plaza Pte Ltd), entered into a
conditional Sale and Purchase Agreement to sell its
20-storey office known as Central Plaza at 298 Tiong
Bahru Road Singapore for a total cash consideration
of S$175 million (S$917 psf ). The sale was completed
in January 2007 and a gain of S$37 million will be
reflected in the results for the financial year ending
31 December 2007. This gain does not include the
surplus of S$42 million in the Asset Revaluation
Reserve which has been transferred to retained
earnings on 1 January 2007, following the adoption
of Financial Reporting Standard 40, “Investment
Property” for this property.
OUTLOOK FOR 2007
The economic outlook for Singapore remains
positive with GDP growth forecast at between 4.5%
and 6.5% for 2007. The private residential market is
expected to remain buoyant, underpinned by a high
level of buying interests especially in the high-end
segment. Occupancy and rental rates for office space
could improve further given the limited new supply,
while rentals for retail space should benefit from
the continued economic growth. The continued
buoyancy in the tourism sector in Singapore and
the region will benefit our subsidiary Hotel Plaza
though the hotels in Perth, Australia and Kuala
Lumpur, Malaysia may be affected by on-going
conversion works.
ACKNOWLEDGEMENTS
I thank the Directors for their wise counsel and
guidance during the past year. On 9 May 2006, Messrs
Wee Ee Chao and Wee Ee Lim joined the Board and
we welcome them.
On behalf of the Board, I would like to thank Mr Wee
Ee Cheong for his contributions as a Director from
18 May 1991 to 9 May 2006. My appreciation also
goes to the management and staff members who
have contributed towards the success of the Group
in 2006.
Wee Cho Yaw
Chairman
Singapore, February 2007
UOL GROUP LIMITED
11
Annual Report 2006
BOARD OF DIRECTORS
1
2
Wee Cho Yaw, Chairman1
A career banker with more than 40 years of experience.
Received Chinese high school education. Chairman
of the Company and its listed subsidiary, Hotel Plaza
Limited (“Hotel Plaza”) since 1973. Appointed to the
Board on 23 April 1973. Last re-appointed on 19 April
2006. A non-executive and non-independent Director.
Chairman of the Executive Committee and Member
of the Nominating and Remuneration Committees.
Chairman & CEO of United Overseas Bank Limited
(“UOB”) and Chairman of several listed companies
including United Overseas Insurance Ltd, United
International Securities Ltd, Haw Par Corporation
Limited, United Industrial Corporation Limited and
Singapore Land Limited. He was previously Chairman
of Overseas Union Enterprise Limited.
Mr Wee is the President of the Singapore Federation
of Chinese Clan Associations, and the Chairman of
the Board of Trustees of the Chinese Development
Assistance Council and several other civic
organisations. He is also the Honorary President of
Singapore Chinese Chamber of Commerce & Industry.
He was appointed Pro-Chancellor of Nanyang
Technological University in 2004.
Recipient of the Credit Suisse-Ernst & Young Lifetime
Achievement Award in 2006 and named Businessman
of the Year in 1990 and 2001.
3
Gwee Lian Kheng, President & CEO2
Mr Gwee is the President & CEO of UOL and Hotel
Plaza, and has been with the UOL Group since 1973. An
executive and non-independent Director. Appointed to
the Board on 20 May 1987 and last re-elected on 19 April
2006. Member of the Executive Committee.
Director of most subsidiaries in the UOL Group and
Hotel Plaza Group, including Hotel Negara Limited.
Also director of United Industrial Corporation Limited
and Singapore Land Limited. He was previously a
Director of Overseas Union Enterprise Limited.
Mr Gwee holds a Bachelor of Accountancy (Honours)
degree from the University of Singapore. He is a Fellow
of the Chartered Institute of Management Accountants,
Chartered Certified Accountants and Institute of
Chartered Secretaries and Administrators. He is also a
member of the Institute of Certified Public Accountants
of Singapore.
Named Asia Pacific Hotelier of the Year in 2003.
Alan Choe Fook Cheong3
An architect and town planner by profession.
Appointed to the Board on 28 March 1979. Last reappointed on 19 April 2006. An independent and
non-executive Director. Chairman of the Nominating
Committee and Member of the Executive, Audit and
Remuneration Committees. He is also a Director of
Hotel Plaza.
Mr Choe was the first General Manager of the Urban
Redevelopment Authority and a Senior Partner of one
of the largest architectural practices in Singapore.
He was the Chairman of Sentosa Development
Corporation, Sentosa Cove Pte Ltd, Pasir Ris Resort
Pte Ltd, a Trustee of NTUC Income and Member of
Singapore Tourism Board. He was also a Director of
Keppel Land Limited and is currently on the Board of
Frasers Centrepoint Limited.
12
UOL GROUP LIMITED
Annual Report 2006
4
5
Mr Choe holds a Bachelor of Architecture degree, a
Diploma in Town & Regional Planning from University
of Melbourne and a Fellowship Diploma from Royal
Melbourne Institute of Technology. He is a Fellow
of the Singapore Institute of Architects, Singapore
Institute of Planners and Royal Australian Institute
of Architects. He is also a member of Royal Institute
of British Architects, Royal Town Planning Institute,
Royal Australian Planning Institute and American
Planning Association.
Awarded the Public Administration Medal (Gold) in
1967, the Meritorious Service Medal in 1990, and the
Distinguished Service Order in 2001.
Lim Kee Ming4
Chairman of Lim Teck Lee Group of companies.
Appointed to the Board on 23 April 1973. Last
re-appointed on 19 April 2006. An independent
and non-executive Director. Chairman of the Audit
and Remuneration Committees and Member of
the Nominating Committee. He is also a Director of
Hotel Plaza.
A Director of Haw Par Corporation Limited. He is
presently the President of Ngee Ann Kongsi and an
Honorary President of Singapore Chinese Chamber
of Commerce & Industry. Member of the Advisory
Committee of Lee Kuan Yew Distinguished Visitors
Programme, Advisor of Network China and Director of
Lee Kuan Yew Scholarship Fund. He was previously the
Chairman of the Preservation of Monuments Board.
Mr Lim holds a Master of Science (International Trade
& Finance) degree from Columbia University, New York,
and a Bachelor of Science (Business Administration)
degree from New York University, USA.
6
Wong Yuen Weng Ernest5 (resigned on 12 March 2007)
Appointed to the Board on 16 January 1986. Last reelected on 22 April 2005. An independent and nonexecutive Director. Member of the Audit Committee.
He is also a Director of Hotel Plaza.
Mr Wong built his career with Economic Development
Board in 1967 and then with the Ministry of Finance
before joining UOB in 1972. He was the President
of UOB from 1990 to 2000 and then Group CEO and
Director of MediaCorp Pte Ltd from 2000 to 2005.
Mr Wong had served as Chairman of The Association
of Banks in Singapore and Board Member of the
Economic Development Board. He is a member of the
Temasek Advisory Panel and also a Board Member of
Nanyang Technological University and Chairman of its
Finance Committee and Investment Committee. He
was previously a Director of Raffles Holdings Limited.
He holds a Bachelor of Science (Chemical Engineering,
Honours) degree from University of Surrey, UK.
Wee Ee Chao6
Appointed to the Board on 9 May 2006. A nonexecutive and non-independent Director. Member of the
Executive Committee. He is also a Director of Hotel Plaza.
Having led the management of UOB-Kay Hian
Holdings Limited over the last 25 years, Mr Wee
currently serves as Chairman and Managing Director
of UOB-Kay Hian Holdings Limited. He is a Director of
most of the UOB-Kay Hian Group of companies. Mr
Wee also manages Kheng Leong Company (Private)
Limited which is involved in real estate development
and investments in the region and is a non-executive
director of Haw Par Corporation Limited. He had
previously also served as Chairman of the Singapore
Tourism Board between 2002 to 2004.
Mr Wee holds a Bachelor of Business Administration
degree from The American University, Washington DC.
UOL GROUP LIMITED
13
Annual Report 2006
7
8
James Koh Cher Siang7
Appointed to the Board on 23 November 2005. Last
re-elected on 19 April 2006. An independent and nonexecutive Director. He is also a Director of Hotel Plaza.
Mr Koh joined the Housing & Development Board
as its Deputy Chairman in July 2005 after retiring
from 35 years of distinguished service in the civil
service. His prior appointments included Permanent
Secretary, Ministry of National Development (1979),
Ministry of Community Development (1987) and
Ministry of Education (1994) as well as Commissioner
of Inland Revenue and Chief Executive Officer of
Inland Revenue Authority of Singapore.
9
the Country Managing Partner and head of the
Singapore firm. Prior to that, he held the position of
Far East Tax Manager in a US Fortune 500 oil and gas
service company, as well as practised with a number
of public accounting practices in London. He is also
a Director and Vice President of CPA Australia and a
Director of Riverstone Holdings Limited and Unionmet
(Singapore) Limited.
Mr Low is a Singapore Certified Public Accountant,
a Fellow of CPA Australia, Institute of Chartered
Accountants in England & Wales, Institute of Certified
Public Accountants of Singapore and an Associate
Member of Chartered Institute of Taxation (UK).
He is also the Chairman of Singapore Deposit
Insurance Corporation Limited and a Director of
CapitaLand Limited, Singapore Airlines Limited and
Singapore Cooperation Enterprise.
Wee Ee Lim9
Appointed to the Board on 9 May 2006. A nonexecutive and non-independent Director. He is also
a Director of Hotel Plaza.
Mr Koh holds a Bachelor of Philosophy, Political
Science and Economics (Honours) degree, Master
of Arts degree from University of Oxford, UK and
Master in Public Administration degree from Harvard
University, USA.
He joined Haw Par Corporation Limited (“Haw Par”)
in 1986 and is currently the President and Chief
Executive Officer of Haw Par. He is also a director
of Singapore Land Limited, United Industrial
Corporation Limited, Hua Han Bio-Pharmaceutical
Holdings Limited (a company listed on the Hong
Kong Stock Exchange) and Sentosa Development
Corporation. Mr Wee was previously a Director of
Transit-Mixed Concrete Limited.
Awarded the Public Administration Medal (Gold) in
1983 and the Meritorious Service Medal in 2002.
Low Weng Keong8
Appointed to the Board on 23 November 2005. Last
re-elected on 19 April 2006. An independent and nonexecutive Director. He is also a Director of Hotel Plaza.
Mr Low retired as a senior partner of Ernst & Young
in June 2005 after 19 years of practice with the
firm. His appointments during his career with the
firm included Head of Tax Practice, Member of the
Management Committee and culminating in being
Mr Wee holds a Bachelor of Arts (Economics) degree
from Clark University, USA.
14
UOL GROUP LIMITED
Annual Report 2006
MANAGEMENT TEAM
From left to right
Mr Gwee Lian Kheng 1
Mr Gn Hiang Meng 2
Mr Liam Wee Sin 3
President & CEO
Deputy President
(Hotels & Finance)
Chief Operating Officer
Mr Lee Choon Kok 4
Mr Lim Chong Koon 5
Mr Foo Thiam Fong Wellington 6
General Manager
(Engineering & Maintenance)
Group Human Resource Manager
Chief Financial Officer / Company Secretary
3
1
2
5
4
6
UOL GROUP LIMITED
Annual Report 2006
From left to right
Mr Yeong Sien Seu 7
Mr Kam Tin Seah 8
Mr Kwan Weng Foon 9
Legal Manager/Deputy Secretary
General Manager
(Investments)
General Manager
(Development)
Mr Yeo Bin Hong 10
Ms Chin Ee Chen Jestine 11
Ms Lian Ah Cheok Dolly 12
Senior Manager
(Internal Audit)
General Manager
(Furniture Division)
General Manager
(Marketing)
7
10
11
12
8
9
15
16
UOL GROUP LIMITED
Annual Report 2006
KEY MANAGEMENT EXECUTIVES
Mr Gwee Lian Kheng
Information concerning Mr Gwee is found under the
“Board of Directors” section of this Report.
Mr Gn Hiang Meng
Mr Gn joined the UOL Group in 2001 as the Deputy
President (Hotels & Finance), and oversees the strategic
development of the hotel operations and financial
management of the UOL Group. He is a director of
most of the subsidiaries of Hotel Plaza and UOL. Mr Gn
was previously a senior banker with the UOB Group
from 1973 to 2001 and has extensive experience in
investment banking and stockbroking businesses. He
holds a Bachelor of Business Administration (Honours)
degree from the University of Singapore.
Mr Liam Wee Sin
Mr Liam joined the UOL Group in 1993 and is
currently the Chief Operating Officer. He oversees
the UOL Group’s business in property investment,
development and maintenance. Mr Liam sits on
the boards of several of UOL’s subsidiaries. Prior to
joining the UOL Group, Mr Liam was practising with
an architectural firm and had also spent 8 years in
the public sector handling architectural works and
facilities management, and 2 years with Jones Lang
Wootton undertaking project management and
consultancy works. Mr Liam holds a Bachelor of
Architecture degree from the National University of
Singapore and is a Registered Architect. He is a Council
Member of the Real Estate Developers’ Association of
Singapore, Member of Preservation of Monuments
Board and National Crime Prevention Council.
Mr Foo Thiam Fong Wellington
Mr Foo joined the UOL Group in 1977 after graduating
from the University of Singapore with a Bachelor of
Accountancy (Honours) degree, and currently holds
the position of Chief Financial Officer. He oversees
the financial management and corporate secretarial
matters of the UOL Group and is the Company
Secretary of Hotel Plaza and UOL. He is a director of
several of the subsidiaries of Hotel Plaza and UOL.
Mr Foo is a Fellow of the Institute of Certified Public
Accountants of Singapore, a Fellow of CPA Australia
and an Associate of the Institute of Chartered
Secretaries and Administrators and the Chartered
Institute of Management Accountants.
Mr Kam Tin Seah
Mr Kam joined the UOL Group towards the end
of 2005 as General Manager (Investments) and
he is responsible for identifying, evaluating and
recommending suitable property investment
opportunities for the Group, both in Singapore
and overseas. Prior to joining the UOL Group, Mr
Kam spent about 16 years with two other major
property groups, namely Parkway Properties and
Centrepoint Properties. In both groups, Mr Kam was
also involved in business development, primarily in
the property sector, as well as corporate planning,
project/development management, property/retail
management as well as sales and marketing. Mr Kam
graduated from the National University of Singapore
with an Honours Degree in Estate Management.
Mr Kwan Weng Foon
Mr Kwan was appointed the General Manager
(Development) for the UOL Group in June 2006. He
oversees the Group’s property development projects.
He brings with him more than 29 years of experience
in construction and property development, having
worked in various capacities in the construction and
property development industries involving residential,
commercial, retail and hotel developments. His previous
employers include GuocoLand and Equus Land Pte
Ltd. Mr Kwan holds a Bachelor of Science degree in
Building Science from the University of Singapore
and a Master of Business Administration from the
University of Hull, UK.
Mr Lee Choon Kok
Mr Lee has been with the UOL Group since 1981
and is currently the General Manager (Engineering
& Maintenance). He has more than 25 years of
experience in property and maintenance management
within the UOL Group, and is responsible for the UOL
Group’s engineering, property maintenance and
security management. He is a director of a number
of subsidiaries of UOL. Mr Lee was previously with
PWD (Building Control Division) for 5 years where he
was responsible for checking M&E plans and carrying
out building inspections. Mr Lee graduated from
the University of Singapore in 1973 with a Bachelor
of Engineering (Honours) degree, and is a Senior
Member of the Institute of Engineers of Singapore and
a Registered Professional Engineer.
Ms Lian Ah Cheok Dolly
Ms Lian has been with the UOL Group for 15
years and currently holds the position of General
Manager (Marketing). She is responsible for the
entire Group’s marketing activities which cover
residential, commercial and service apartments.
Before joining UOL Group, Ms Lian worked with
other major employers in Singapore, including a
statutory board, DBS Land Ltd, Citibank NA, Knight
Frank Pte Ltd, performing duties such as land/
facility management, property valuation, business
development and marketing. She graduated from
the National University of Singapore in 1981 with a
Bachelor’s Degree in Estate Management. She is a
Licensed Appraiser and a Member of the Singapore
Institute of Surveyors and Valuers.
UOL GROUP LIMITED
17
Annual Report 2006
CALENDAR OF EVENTS
JANUARY
1 Moulmein Rise, a project by UOL Development Pte
Ltd, received the ARCASIA Award 2005-2006 – Special
Recognition, given by the Architects Regional Council
Asia (ARCASIA), a council consisting of the Presidents
of National Institutes of Architects in the Asian region,
to acknowledge exemplary work done by architects
working in Asia.
UOL Development (Novena) Pte Ltd acquired a
freehold site at Akyab Road.
JUNE
Official launch of Southbank.
UOL entered into a sale and purchase agreement to
purchase 11,369,260 ordinary shares in the capital of
Hotel Negara Limited (“HNL”) and made a mandatory
unconditional cash offer for all the remaining HNL
shares not already owned, controlled or agreed to be
acquired by UOL.
FEBRUARY
Completion of purchase of the freehold property at
Minbu Road.
AUGUST
Park Developments Pte Ltd, a 50%-owned associated
company of UOL, entered into a conditional sale and
purchase agreement for the en-bloc acquisition of
Nassim Park.
MARCH
Launch of One Amber.
SEPTEMBER
UOL completed the compulsory acquisition of HNL.
Joint venture with Overseas Union Enterprise Limited
whereby UOL agreed to subscribe for up to 50%
share in the joint venture company, Clifford
Development Pte Ltd.
APRIL
Change of name of Dahua Xiamen Development
Limited to Hua Ye Xiamen Hotel Limited.
Annual General Meeting and Extraordinary General
Meeting held on 19 April.
Completion of purchase of the freehold property at
Akyab Road.
MAY
Change of name of “United Overseas Land Limited” to
“UOL Group Limited” on 2 May.
Duchess Walk Pte Ltd was incorporated as a 70%owned subsidiary to acquire the freehold property
known as Duchess Court of Duchess Walk, Singapore.
Acquisition of an additional 30,000,000 ordinary
shares in Marina Centre Holdings Pte Ltd.
OCTOBER
Hotel Plaza Limited (“Hotel Plaza”), a subsidiary of
UOL, entered into a conditional sale and purchase
agreement to sell 100% of Hotel Plaza’s shareholding in
Hotel Grand Plaza (Singapore) Pte Ltd.
UOL Capital Investments Pte. Ltd., a wholly-owned
subsidiary, entered into a conditional sale and purchase
agreement to sell all its interest in the property
comprising a 20-storey office block known as Central
Plaza at 298 Tiong Bahru Road, Singapore.
Official launch of The Regency at Tiong Bahru located
on Chay Yan Street.
UOL disposed of its entire 50% shareholding interest in
Clifford Development Pte Ltd.
UOL acquired a 4.67% shareholding interest in OUB
Centre Limited.
NOVEMBER
Official launch of Velocity@Novena Square, the retail
mall (with a new 3-storey extension) at Novena Square.
DECEMBER
Completion of sale of Hotel Grand Plaza (Singapore)
Pte Ltd.
UOL Development Pte Ltd entered into a conditional
sale and purchase agreement to acquire the freehold
property known as East Coast Ville, Singapore.
18
UOL GROUP LIMITED
Annual Report 2006
OPERATION HIGHLIGHTS
1
2
3
1. United Square
2. Velocity@Novena Square
3. Central Plaza
PROPERTY INVESTMENTS
Commercial Properties
The average occupancy of the Group’s major commercial properties in 2006 compared to those in 2005
were as follows:
2006
2005
Building
Description
%
%
Odeon Towers
United Square
Faber House
Novena Square
Central Plaza
The Plaza
23-storey commercial building and a 2-storey podium block
at North Bridge Road/Cashin Street
30-storey office tower and a 4-storey retail podium with a
basement at Thomson Road
12-storey building at Orchard Road
18 and 25-storey office towers and a 3-storey retail podium
at Thomson Road (excluding #01-38)
20-storey office building at Tiong Bahru Road
Retained interest in a 32-storey tower block and an adjacent
4-storey commercial building at Beach Road
United Square
In August 2006, additions and alterations works were
carried out at the first storey to convert an anchor
tenant space into a cluster of food and beverage
outlets and specialty shops called Connectz. This
was done for better rental yields. With the revamp,
the lettable office space is now 27,186 sq metres and
the retail space is 18,579 sq metres.
Novena Square
Construction work to add a new 3-storey extension
commenced in July 2005 and Temporary Occupation
Permit for the project was obtained on 17
November 2006. The retail mall has been branded
as “Velocity@Novena Square”, a sports and lifestyle
hall. With the revamp, the lettable office space is
now 37,786 sq metres and the retail space is 15,923
sq metres.
93
89
94
97
94
96
95
95
99
95
76
89
Central Plaza
The property comprises a 20-storey office block
with a net lettable area of 58,153 sq metres at 298
Tiong Bahru Road, Singapore 168730. On 9 October
2006, UOL Capital Investments Pte. Ltd. (formerly
known as UOL Tiong Bahru Plaza Pte Ltd), a whollyowned subsidiary, entered into a sale and purchase
agreement with Bakersfield Pte Ltd to sell all its
interest in Central Plaza for a total cash consideration
of S$175 million. The sale was completed on
9 January 2007.
Residential Properties
Parkroyal Residences, Singapore
The “Parkroyal Residences”, held by subsidiary Hotel
Plaza Limited (“Hotel Plaza”) comprises 90 units of
service apartments at The Plaza located at Beach
Road. Its average occupancy had increased to 95% in
2006 as compared with 93% in 2005. The average
monthly rental rate (excluding domestic service
and other charges) increased by 12% in 2006.
UOL GROUP LIMITED
19
Annual Report 2006
1
2
3
1. South Tower, One Residency, Kuala Lumpur
2. Newton Suites
3. Southbank
UOL Building
The works to convert UOL Building at Somerset Road
into a new 16-storey office cum-service apartment
block is in progress. The proposed development
will comprise 126 units of studio, 1-bedroom and
2-bedroom apartments with small-office-home-office
(“SOHO”) concept. The development is targeted to
complete by 3rd quarter 2007.
accessory basement carparks and approximately
622 sq metres of commercial space on the ground
floor, in the South Tower of the One Residency
development was obtained on 20 February 2006.
The property is located at Jalan Nagasari, off Jalan
Raja Chulan, Kuala Lumpur. A sum equivalent to
30% of the purchase price has been paid to the
vendor and the remaining 70% shall be payable in
stages in accordance with the construction progress.
Upon completion of the development expected
in 2008, it is intended that the properties will be
operated as service apartments by the Group.
South Tower, One Residency, Kuala Lumpur, Malaysia
Approval of the Foreign Investment Committee
Malaysia, for the acquisition of all 290 units of
service apartments, together with 290 parcels of
PROPERTY DEVELOPMENTS
Singapore
Year of
Completion
Tenure
Sale Status
as at
31.12.2006
Name of Project
No. of Units
Twin Regency
Newton Suites
Regency Suites
234
118
84 apartments
20 SOHO units
197 apartments
60 SOHO units
16 retail units
158 apartments
2007
2007
2008
Freehold
Freehold
Freehold
100% sold
100% sold
100% sold
2010
99-year leasehold
commencing 27.1.2006
100% sold
2009
Freehold
100% sold
405 apartments
20 retail units
180
562
120 (estimated)
2009
-
2009
2009
2009
100% sold
-
100 (estimated)
2010
99-year leasehold
Freehold
Freehold
999-year leasehold
Freehold
-
-
Freehold
-
Southbank
The Regency at
Tiong Bahru
Pavilion 11
One Amber
Site currently known
as Duchess Court
as Nassim Park
as East Coast Ville
-
20
UOL GROUP LIMITED
Annual Report 2006
1
2
3
4
1. The Regency at Tiong Bahru
2. Regency Suites
Twin Regency
Twin Regency is a residential development comprising
234 units of condominium apartments. All 234
units of freehold apartments in Twin Regency have
been sold. Temporary Occupation Permit (“TOP”)
was obtained on 22 February 2007.
Newton Suites
All of the 118 units of freehold apartments in Newton
Suites have been sold. The project is 74% completed
as at December and TOP is expected to be obtained
in June 2007.
Regency Suites
Regency Suites, a project undertaken by Regency
One Development Pte. Ltd., an 80%-owned
subsidiary of UOL, comprises 84 apartments in
a 36-storey block and 20 SOHO units in a 7-storey
block. All of the apartment units and SOHO units
in Regency Suites have been sold. As at 31 December
2006, the project was 16% completed and TOP
is expected in late 2008.
Southbank (formerly Eng Cheong Tower Site)
In January 2005, Kings & Queens Development Pte
Ltd, a 70%-owned subsidiary of UOL, acquired a
leasehold property known as Eng Cheong Tower
at North Bridge Road, Singapore. The site will be
developed into a 40-storey residential block with
197 apartments, a 20-storey SOHO block with 60
SOHO units and 16 retail units and the development
is named “Southbank”. All units in the development
have been sold. Piling is in progress and TOP is
expected in 2010.
The Regency at Tiong Bahru (formerly Bo Bo Tan Sites)
In June 2005, United Regency Pte Ltd, a 60%-owned
subsidiary of UOL, acquired the freehold properties
known as Bo Bo Tan Gardens and Bo Bo Tan Mansion
as well as substation at Chay Yan Street Singapore.
The site will be developed into 158 apartment units
in two 35-storey blocks called “The Regency at Tiong
Bahru”. All 158 apartment units have been sold during
the year. Demolition is expected to commence soon
and TOP is expected in late 2009.
one-north residences (formerly Central Xchange,
one-north)
In September 2005, Vista Development Pte Ltd,
a 30%-owned associated company, successfully
tendered for this leasehold site from Jurong Town
Corporation. This site, which is located near the
one-north Park and within the Central Xchange,
will be developed into a residential-cum-commercial
project called “one-north residences”. The project
comprises approximately 20 retail units and 405
units of residential apartments. As at December
2006, piling has commenced and TOP is targeted
for 2009. The project is expected to be launched
in 2007.
Pavilion 11 (formerly Minbu and Akyab Road Sites)
In October 2005, UOL Development (Novena) Pte
Ltd (“UDN”) successfully tendered for the en-bloc
acquisition of the freehold properties at Minbu Road
and in January 2006, UDN also acquired an adjoining
site at Akyab Road and this purchase was completed
in February 2006. The combined sites will be
developed into 180 apartment units for sale and the
development is called “Pavilion 11”. As at December
2006, demolition and piling have been completed
and the project is expected to be launched in the
first half of 2007.
UOL GROUP LIMITED
Annual Report 2006
UOL is part of the joint venture that is building a New Economy Condominium in
one-north that boasts a floating clubhouse, an infinity-edged pool, a sky gymnasium,
a star-gazing jacuzzi and a sky bridge, among other distinctive features.
21
22
UOL GROUP LIMITED
Annual Report 2006
1
2
1. One Amber
2. No.2A Persiaran Hampshire, Kuala Lumpur
One Amber (on the site of the former Maryland Park)
In March 2005, Brendale Pte Ltd, in which the
Company has a 30% interest, acquired a freehold
property known as Maryland Park at Amber Gardens.
The freehold property will be developed into four 23storey blocks with 562 apartment units. All the units
have been sold. As at December 2006, the project is
7.5% completed and TOP is expected in late 2009.
Site currently known as Duchess Court
In August 2006, Duchess Walk Pte Ltd, in which
the Company has a 70% interest, completed its
acquisition of the property currently known as
Duchess Court at Duchess Walk at a purchase price
of S$104 million. The 999-year leasehold property
will be developed into approximately 120 apartment
units for sale. Sale of the project is expected to be
launched in 2007.
Site currently known as Nassim Park
In August 2006, Park Developments Pte Ltd (“PDPL”),
in which the Company has a 50% interest, acquired
the freehold property known as Nassim Park for a
total cash consideration of S$380 million. The order
for sale from the Strata Titles Board (“STB”) was
obtained in January 2007. The freehold property will
be developed into approximately 100 apartment
units for sale. Sale of the project is expected to be
launched in 2007.
Site currently known as East Coast Ville
In December 2006, UOL Development Pte Ltd
(“UOLD”), a wholly-owned subsidiary, entered into a
conditional sale and purchase agreement to acquire
the freehold property known as East Coast Ville,
Singapore, for a total cash consideration of S$54.5
million. The sale and purchase of the property is
subject to certain conditions including the obtaining
of approval of the Land Dealings (Approval) Unit and
the order for sale from STB. Completion is scheduled
to take place within 12 weeks from the date of the
sale and purchase or 12 weeks from the date of the
STB order, whichever is later.
Kuala Lumpur, Malaysia
No. 2A Persiaran Hampshire
The purchase of the freehold property at No. 2A
Persiaran Hampshire, Kuala Lumpur, was completed
in April 2005 by Promatik Emas Sdn Bhd, a
55%-owned subsidiary. The site, which is located near
the Kuala Lumpur City Centre, will be developed into
approximately 223 luxury apartment units.
Shanghai, The People’s Republic of China
Le Marquis
Shanghai Xin Yue Real Estate Development Co. Ltd,
in which the Group has an effective interest of 37%,
is building 169 luxury apartment units known as Le
Marquis located at 384 ZhaoJia Bang Road, Xuhui
District Shanghai, The People’s Republic of China.
Since its launch in October 2005, a total of 144
units have been sold as at 31 December 2006. As at
December 2006, the project was 89% completed and
construction is expected to be completed in 2007.
UOL GROUP LIMITED
Annual Report 2006
PAVILION 11
Two 33-storey towers rising majestically in Prime District 11 and offering
270º stunning view of Orchard Road, Raffles Place and the lush greenery
of MacRitchie Reservoir.
23
24
UOL GROUP LIMITED
Annual Report 2006
1
1.
2.
3.
4.
2
3
1. Plaza
Parkroyal
on Beach
Road
Grand
Parkroyal
Penang
Hotel
tel Plaza
Hanoi
2.Sofi
Negara
onHanoi,
Claymore
Hotel
tel Plaza
Saigon
and Central
Plaza, Ho Chi Minh City
3.Sofi
Crowne
Plaza
Parramatta,
Sydney
Therapeutic pool at St. Gregory
HOTEL AND RELATED OPERATIONS
Hotel Operations
Singapore
Singapore received 9.7 million visitors in 2006,
representing an increase of 9% over the previous year.
The increase in arrivals increased hotel occupancy
in Singapore to 85% compared to 84% in 2005.
The average room rate was S$164, an increase of
19.6% over the previous year.
Parkroyal on Beach Road (formerly Plaza Parkroyal)
The average occupancy of the 341-room Parkroyal on
Beach Road was 84% in 2006. The average room rate
improved by 24% when compared to 2005. During the
year, the hotel refurbished the ballrooms and the spa.
Parkroyal on Kitchener Road (formerly New Park Hotel)
The Parkroyal on Kitchener Road, which is located
within walking distance of Mustafa Centre and the
Farrer Park MRT, achieved an average occupancy of
85% in 2006, the same as that for 2005. The average
room rate improved by 27% when compared to 2005.
A programme to refurbish the hotel commenced in
September 2006 and is expected to complete in June
2007. Areas that will be refurbished include the public
spaces, food and beverage outlets, all the guestrooms
and the re-cladding of the external façade.
Parkroyal on Coleman Street (formerly Grand Plaza
Parkroyal)
Occupancy for Parkroyal on Coleman Street was
87% in 2006 while average room rate improved by
23% when compared to 2005.
On 3 October 2006, Hotel Plaza entered into a
conditional sale and purchase agreement with Park
Hotel Strategic Investments Limited to sell its 100%
shareholding in Hotel Grand Plaza (Singapore) Pte
Ltd (“HGP”). HGP owns the Parkroyal on Coleman
Street. The sale was completed on 28 December 2006.
Negara on Claymore (formerly Meritus Negara Singapore)
Negara on Claymore is a 21-storey, 198-room hotel
located along Claymore Road. Acquired in 2006,
the Negara on Claymore comprises approximately
17,597 sq metres of gross floor area. The average room
rate of the hotel improved by 26% when compared
to the preceding year. The average occupancy was
80% in 2006. The management contract for the
hotel with Singapore Meritus International Hotels
Pte Ltd was terminated at the end of 2006 and with
effect from 1 January 2007, the hotel was managed
by UOL Group.
Marina Mandarin Singapore
The Marina Mandarin Singapore is a 22-storey 575room hotel at Raffles Boulevard Singapore, owned
by Aquamarina Hotel Private Limited, in which UOL
Group has a 25% interest. Completed in 1987, the
Marina Mandarin Singapore comprises a gross floor
area of approximately 60,529 sq metres. During the
year, the hotel improved on its average room rate
by 32% when compared to the preceding year. The
average occupancy of the hotel was 75% in 2006.
Australia
Crowne Plaza Darling Harbour, Sydney
Hotel Plaza has a 60% interest in the 345-room Crowne
Plaza Darling Harbour which is located at Day Street
near the Darling Harbour waterfront. The average
occupancy of the hotel improved 5 percentage-points
to 89% with slight improvement of 1% in average
room rate.
Crowne Plaza Parramatta, Sydney
The 196-room Crowne Plaza Parramatta, in which Hotel
Plaza has a 60% interest, is located at Phillip Street in
the heart of the business district of Parramatta. Despite
a generally softer market in Parramatta in 2006, the
hotel was able to maintain its occupancy at 81% and
achieve a 2% increase in average room rate.
UOL GROUP LIMITED
25
Annual Report 2006
1
2
3
1. Sheraton Perth Hotel
2. Sofitel Plaza Xiamen
3. Sheraton Suzhou Hotel & Towers
Sheraton Perth Hotel, Perth
Hotel Plaza has a 100% interest in the 390-room
Sheraton Perth Hotel which is located at Adelaide
Terrace, Perth, Western Australia. The hotel’s 2006
average occupancy improved slightly from 70% in
2005 to 72% while average room rate increased by
10% during the year.
Conversion of the existing office space at Sheraton
Court into 96 additional guestrooms, with a new
Business Centre and Executive Lounge commenced
in 2006 and is expected to be completed in the
second half of 2007.
The People’s Republic Of China
Sofitel Plaza Xiamen, Xiamen
The Company has a 100% interest in the 394 room
Sofitel Plaza Xiamen which is located along Hubin
Bei Road. During the year, it achieved an average
occupancy of 67%.
A 250 sq metres banqueting extension to the hotel
is being planned. Construction work scheduled to
commence in early 2007, is expected to be completed
by 4th quarter 2007.
Sheraton Suzhou Hotel & Towers, Suzhou
Sheraton Suzhou Hotel & Towers which is located at
Xinshi Road within the city precinct of Suzhou. 2006
saw a significant increase in the 5-star hotel supply
in the city with the opening of Shangri-la, Shilla
Hotel and the Sofitel during the year. Reflecting the
stiffer competition, the hotel’s average occupancy
declined marginally from 70% in 2005 to 68% in
2006. Average room rate also showed a decline of
2% during the year.
Plans are underway to add 99 guestrooms to the
hotel and construction works will commence shortly
and are expected to complete by end 2007.
Vietnam
Hotel Sofitel Plaza Hanoi, Hanoi
Hotel Plaza has a 75% interest in the 317-room Hotel
Sofitel Plaza Hanoi located at 1 Thanh Nien Road,
Ba Dinh District. The hotel commands a scenic view
of the West Lake and Red River in Hanoi with
convenient access to the central business district.
During the year, the club rooms and F&B outlets
were renovated over a three-month period and
the renovation was completed in September 2006.
Average occupancy for the year increased from 77%
in 2005 to 79% in 2006, while average room rate
improved significantly by 27% during the year.
Novotel Garden Plaza Saigon, Ho Chi Minh City
The 191-room Novotel Garden Plaza Saigon is
located near the airport and the HCMC International
Exhibition and Convention Centre. The average
occupancy in 2006 had increased from 74% in
2005 to 81% in 2006, while average room rate
increased by 17% compared to 2005.
Hotel Sofitel Plaza Saigon and Central Plaza,
Ho Chi Minh City
Hotel Sofitel Plaza Saigon at 17 Le Duan Boulevard,
District 1, which is conveniently located within
the major commercial and diplomatic precinct. The
average occupancy of the hotel increased from
75% in 2005 to 77% in 2006, while the average
room rate improved by 22% during the year.
The Central Plaza, an adjoining 16-storey office
block with a total lettable area of approximately
7,895 sq metres was fully let out during the year.
26
UOL GROUP LIMITED
Annual Report 2006
1
2
3
1. Parkroyal Penang
2. Cool Bananas, Parkroyal Penang
3. Parkroyal Yangon
Malaysia
Our two hotels in Malaysia, in which Hotel Plaza has
a 100% interest, continue to improve their revenue
per available room in 2006.
Parkroyal Kuala Lumpur (formerly Grand Plaza Parkroyal
Kuala Lumpur) and President House, Kuala Lumpur
The 348-room Parkroyal Kuala Lumpur, with the
adjoining President House, is strategically located
at the Golden Triangle, the capital’s main commercial
and retail district. The average occupancy of the
hotel remained at 81% in 2006 while the average
room rate improved by 10% during the year.
Construction work to convert a major portion of
the existing office spaces at President House into 78
Orchid Club guestrooms commenced in September
2006 and is scheduled to be completed in June
2007. Construction of a new Orchid Club lounge
and a bar and grill restaurant are also underway.
Occupancy for the remaining net lettable space
of 38,515 sq feet at the 6-storey President House
was 77%. Its average monthly rental rate was RM3.50
per sq foot during the year.
Parkroyal Penang (formerly Grand Plaza Parkroyal
Penang), Penang
The 324-room Parkroyal Penang is located at the
Batu Ferringhi Beach. The hotel’s average occupancy
improved to 72% in 2006 as compared to 67% in
2005. The average room rate improved by 38% during
the year.
Myanmar
Parkroyal Yangon (formerly Grand Plaza Parkroyal
Hotel), Yangon
Parkroyal Yangon which is located at the corner
of Alan Pya Phaya Road and Yaw Min Gyi Road, in
close proximity to the central business district and
famous cultural attractions. The average occupancy
for the hotel improved to 52% in 2006 from 38%
achieved in 2005 while the average room rate declined
marginally by 4% during the year.
Spa/Lifestyle-Related Operations
United Lifestyle Holdings Pte Ltd (“ULH”), a
100% subsidiary of Hotel Plaza, operates a chain of
“St. Gregory” spa outlets, through its wholly-owned
subsidiary, St Gregory Spa Pte Ltd (“SGS”). Following
a re-structuring exercise, the operations of the spa
outlets at the Parkroyal on Beach Road and the
Parkroyal on Coleman Street were transferred to the
respective hotels. The spa outlet at Novena Square
ceased business due in part to the redevelopment
exercise undertaken by owners of the Novena Square
property. SGS continues to provide services to local
licensees at Marina Mandarin Singapore and Conrad
Centennial Singapore as well as overseas ones in
Japan and Malaysia.
ULH also operates the Si Chuan Dou Hua Restaurant
located on the 60th floor of UOB Plaza 1 through its
subsidiary, Dou Hua Restaurants Pte Ltd. Performance
of the restaurant improved during the year under
review. Other Si Chuan Dou Hua outlets are located
at the Parkroyal on Beach Road and the Parkroyal
Kuala Lumpur.
INVESTMENTS IN SECURITIES
The UOL Group has current and non-current
“Available-for-sale” financial assets that are stated
at fair value. These financial assets comprise both
quoted and unquoted securities in both property and
non-property related sectors. Reflecting higher share
prices, an unrealized gain of S$334.5 million arising
from changes in the fair value of investments was
recognized in the fair value reserve during the year.
UOL GROUP LIMITED
27
Annual Report 2006
1
2
3
1. St. Gregory
2. Stylish & Trendy Mod.Living
3. Si Chuan Dou Hua Restaurant
Investments in quoted securities include United
Overseas Bank Limited , United Industrial Corporation
Limited (“UIC”), United International Securities
Ltd and Haw Par Corporation Limited. During the
year, the Group increased its shareholding in UIC
to 13.92%. It also acquired a 4.67% interest in the
share capital of OUB Centre Limited which owns
the OUB Centre at Raffles Place, Singapore.
MANAGEMENT SERVICES
As in previous years, UOL Management Services
Pte Ltd continued to provide property management
services for the various properties of the Group in
Singapore and to act as marketing agent and property
manager for Novena Square.
UOL Project Management Services Pte
wholly-owned subsidiary, continued to
project management services and related
to the Group’s commercial development
and properties.
Ltd, a
provide
services
projects
Another
100%-owned
subsidiary,
Parkroyal
Hospitality Pte Ltd (formerly known as Plaza Pacific
Service Apartment Pte Ltd), continued to provide
hospitality management services for the Parkroyal
Residences at The Plaza at Beach Road.
FURNITURE OPERATIONS
Mod.Living Pte Ltd (“Mod.Living”), a wholly-owned
subsidiary, offers a complete range of furniture,
lightings and accessories from Europe’s leading
brands. This year, Mod.Living added 2 new brands
to its collection, “Arflex” and “Seven”. Both brands
have a long tradition in furniture-making and in
realising products with modern designs, and high
quality in materials. Mod.Living has improved
sales performance and is profitable for 2006.
Another wholly-owned subsidiary, United Venture
Furnishings Pte Ltd (“UVF”), continued its operations
focusing in the contracts furniture division. UVF
completed Singapore Changi Airport Terminal
2 project, supplying public seating to 4 gate-holds.
HUMAN RESOURCES
At the end of 2006, mainly taking into account
the sale of the Parkroyal on Coleman Street and
the acquisition of Negara on Claymore, the Group
employed 1,134 employees in Singapore compared
to 1,214 employees at the end of 2005.
During the year, the Group organised social and
recreational activities to meet the employees’
interests. These included short holiday trips to
West Malaysia and Batam, karaoke nights, durian
party and a bowling competition. Being mindful
to the need to support the community, the staff
at Parkroyal on Beach Road hosted a Christmas
Lunch for children from the Henderson Student
Care Centre.
The Group’s employees continued to distinguish
themselves by winning recognition for excellent
service, courtesy, security consciousness and honesty
awarded by relevant organisations. In October,
a total of fifty-six Excellent Service awards (including
the prestigious Superstar (Hotel) Award 2006 for
the hospitality sector) were awarded to the staff
of the Group’s hotels at the 12th Excellent Service
Award Presentation Ceremony 2006.
28
UOL GROUP LIMITED
Annual Report 2006
PROPERTY SUMMARY 2006
Completed Purchased
Tenure
of Land
Approximate
Net Lettable/
Gross Floor*
Area (SQ M)
Car Park
Facilities
Present
Capital
Value
(S$Million)
Faber House, a 12-storey commercial
building at 230 Orchard Road, Singapore
(excluding first storey which was sold)
1973
–
Freehold
3,817
49
41.8
Odeon Towers, a 23-storey commercial
building with 3 basement levels and
a 2-storey podium block at
331 North Bridge Road, Singapore
1992 & 2003
–
999-Year Lease
from 1827
18,195
176
199.2
–
1979
Freehold
11,796*
–
67.0
1987
Freehold
45,765
658
528.5
–
60-Year Lease
from 1982
1,134
–
1.1
1994
–
99-Year Lease
from 1991
17,725
–
137.8
Office Tower A & Retail Podium
2000
–
99-Year Lease
from 1997
37,661
Office Tower B & Retail Podium
2000
–
99-Year Lease
from 1997
16,048
1974 & 1979
–
99-Year Lease
from 1968
18,439
6,125 & 165
respectively
UOL Building, under construction to
convert to 16-storey commercial
development of 128 units of office with
service apartments and basement car parks
at 96 Somerset Road, Singapore
United Square, a commercial building
comprising a 4-storey retail podium with a
basement, a 30-storey office tower and 7
carpark decks at 101 Thomson Road,
Singapore
Shops
1982 & 2002
Offices
1982
Eunos Warehouse Complex, retained
interests in 2 units of a 4-storey flatted
warehouse at 1 Kaki Bukit Road 2, Singapore
1983
Central Plaza, a 20-storey office
block at 298 Tiong Bahru Road, Singapore
Novena Square, an office-cum-retail
development above the Novena MRT station,
comprising 2 blocks of 18- and 25- storey
office towers and a 3-storey retail podium
with elevated car parks at
238/A/B Thomson Road, Singapore
(excluding #01-38 which was sold)
480.0
477
195.6
The Plaza, retained interests in a 32-storey
tower block comprising restaurants, hotel
function rooms, shops, offices and service
apartments, an adjacent 4-storey commercial
building and a multi-storey carpark block
at 7500 Beach Road, Singapore
Shops & Offices
90 service apartments and
1 owner-occupied apartment
1979
–
99-Year Lease
from 1968
1971 & 1979
–
99-Year Lease
from 1968
19,900*
Hotel with 531 rooms
1976 & 1981
1989
Freehold
37,811*
Shopping Arcade
1976 & 1981
1989
Freehold
1,543
Plaza Parkroyal, a 7-storey hotel
building with 341 rooms at
7500 Beach Road, Singapore
641
144.2
47
92
273
116.0
Parkroyal on Kitchener Road and
Shopping Arcade, comprising a 5-storey
podium with a basement and a 16-storey
Y-shaped tower at 181 Kitchener Road,
Singapore
UOL GROUP LIMITED
29
Annual Report 2006
PROPERTY SUMMARY 2006 (continued)
Completed Purchased
Tenure
of Land
Approximate
Net Lettable/
Gross Floor*
Area (SQ M)
Car Park
Facilities
Present
Capital
Value
(S$Million)
Negara on Claymore,
a 21-storey hotel with 198 rooms
at 10 Claymore Road, Singapore
1995
2006
Freehold
17,597*
76
120.0
Crowne Plaza Darling Harbour,
a 13-level hotel with 345 rooms at
150 Day Street, Sydney, Australia
1991
1993
Freehold
24,126*
52
104.1
Crowne Plaza Parramatta, a 13-level hotel
with 196 rooms at 30 Phillip Street,
Parramatta, New South Wales, Australia
1986
1994
Freehold
16,694*
186
48.4
Sheraton Perth Hotel, comprising a
23-storey hotel with 390 rooms and a 4-level
former office complex at the corner of Adelaide
Terrace and Hill Street, Perth, Australia
1973
1995
Freehold
31,513*
220
87.2
Freehold
56,707*
–
Leasehold,
expiring in 2080
11,128*
320
Parkroyal Kuala Lumpur
and President House, comprising
a 23-storey tower with a 6-storey podium
together with an annexed 8-storey car park
building, with the 348-room hotel occupying
the tower and part of the podium at
Jalan Sultan Ismail, Kuala Lumpur, Malaysia
Hotel and President House
1974
1999
Car Park Annexe
Parkroyal Penang, a 324-room
8-storey beachfront resort hotel at
Batu Ferringhi Beach, Penang, Malaysia
One Residency, under construction to
build a 290-unit service apartment with car
parks at Geran No. 26595, Lot 692 Seksyen 57,
Kuala Lumpur, Malaysia
–
81.9
1990
1999
Freehold
31,502*
147
57.5
–
2005
Freehold
21,359*
290
13.2
Novotel Garden Plaza Saigon, comprising
a 10-storey hotel building with 191 rooms
and a 4-storey annex office building at
Nguyen Van Troi Street, Ho Chi Minh City,
Vietnam
1997
–
49-Year Lease
from 1994
12,165*
25
32.4
Hotel Sofitel Plaza Hanoi, a 20-storey hotel
with 317 rooms and 36 serviced apartments
at Thanh Nien Road, Hanoi, Vietnam
1998
2001
48-Year Lease
from 1993
39,250*
30
87.8
Parkroyal Yangon,
a 8-storey V-shaped tower comprising
329 rooms at the corner of Alan Pya Phaya
Road and Yaw Min Gyi Road, Yangon,
Union of Myanmar
1997
2001
30-Year Lease
from 1997
17,700*
250
11.7
Sheraton Suzhou Hotel & Towers,
comprising an establishment built in the
Ming Dynasty style, with 397 rooms
accommodated within a cluster of low-rise
buildings at Xinshi Road, Suzhou, Jiangsu,
The People’s Republic of China
1998
2001
50-Year Lease
from 1994
46,532*
100
143.0
Sofitel Plaza Xiamen, comprising two
towers of 19-storey and 29-storey each with
394 rooms, including a two-storey basement
car park at Hubin North Road, Xiamen,
1996
2001
70-Year Lease
from 1991
30,706*
100
63.4
30
UOL GROUP LIMITED
Annual Report 2006
PROPERTY SUMMARY 2006 (continued)
Properties for Sale Under
Development
Type of
Tenure
Development of Land
Approximate
Percentage
Gross Floor Site Area Stage of Expected
of
Area (SQ M) (SQ M) Completion Completion Interest
Twin Regency, a residential
development comprising 234
condominium apartment units
at Kim Tian Road
Residential Freehold
29,696
9,675
96%
1st Quarter
2007
70%
Newton Suites, a residential
development comprising 118 units
of condominium apartments at
Newton Road
10,755
3,842
74%
2nd Quarter
2007
100%
Persiaran Hampshire, a proposed
residential development comprising
174 units of condominium
apartments at Kuala Lumpur
32,578
4,573
–
1st Quarter
2010
55%
Southbank, a proposed development
comprising 273 units of mixed office
and residential condominium
apartments at North Bridge Road
Office &
99 year
Residential leasehold
24,161
3,852
–
1st Quarter
2010
70%
Regency Suites, a proposed
development comprising 104 units
of mixed office and residential
condominium apartments at
Kim Tian Road
Office &
11,371
3,790
16%
4th Quarter
2008
80%
The Regency @ Tiong Bahru, a
apartments at Chay Yan Street
18,201
6,129
–
4th Quarter
2009
60%
Pavilion 11, a proposed
apartments at Minbu/Akyab Road
21,237
7,585
–
2nd Quarter
2009
100%
Duchess Walk, a proposed
apartments at Duchess Walk
19,802
14,144
–
2nd Quarter
2009
70%
ANALYSIS BY VALUE
$ million
%
■ Commercial
1,788 62.5
■ Residential
30
1.1
■ Hotel
1,039 36.4
2,857 100.0
ANALYSIS BY AREA
Net Lettable Area
■ Commercial
■ Residential
Gross Floor Area
■ Hotel
sq m
%
193,482
6,290
199,772
32.7
1.1
33.8
393,517 66.2
593,289 100.0
ANALYSIS BY TENURE
$ million
%
■ Freehold
1,267 44.3
■ 999-year leasehold
199
7.0
■ 99-year leasehold 1,052 36.8
63
2.2
1
0.1
■ 48 to 50-year
leasehold
263
9.2
12
0.4
2,857 100.0
ANALYSIS BY GEOGRAPHICAL
LOCATION & BY AREA
sq m
■ Singapore
253,907
■ Australia
72,333
■ Vietnam
51,415
■ Malaysia
120,696
■ The People’s
Republic of China 77,238
■ Myanmar
17,700
593,289
%
42.8
12.2
8.7
20.3
13.0
3.0
100.0
ANALYSIS BY GEOGRAPHICAL
LOCATION & BY VALUE
$ million
%
■ Singapore
2,126 74.5
■ Australia
240
8.4
■ Vietnam
120
4.2
■ Malaysia
153
5.3
■ The People’s
Republic of China
206
7.2
■ Myanmar
12
0.4
2,857 100.0
ANALYSIS OF COMMERCIAL
PROPERTIES IN SINGAPORE BY
PLANNING AREA*
sq m
%
■ Novena
99,475 57.7
■ Orchard
15,613
9.1
■ Downtown Core
18,195 10.6
■ Bukit Merah
17,725 10.3
■ Kallang
19,982 11.6
■ Bedok
1,134
0.7
172,124 100.0
UOL GROUP LIMITED
31
Annual Report 2006
SEGMENTAL PERFORMANCE ANALYSIS
TOTAL REVENUE BY INDUSTRY SEGMENTS
2005
Property development
Property investments
Hotel operations
Trading and retail operations
and management services
Investments
$’000
%
104,411
95,138
259,576
20.6
18.8
51.4
2006
$’000
%
169,297
92,000
300,062
28.0
15.2
49.6
11,431
34,926
2.3
6.9
10,823
32,939
1.8
5.4
505,482
100.0
605,121
100.0
Property
development
%
28.0
Property
investments
15.2
Hotel
operations
49.6
%
Trading and
1.8
retail operations
and management
services
Investments
5.4
TOTAL ASSETS BY INDUSTRY SEGMENTS
2005
$’000
Hotel operations
Investments
Associated co & other assets
%
263,147
1,556,103
662,126
2006
$’000
%
7.5
582,164
44.2 1,804,458
18.8
720,243
5,554
811,639
221,616
0.2
3,580
23.1 1,111,057
6.2
430,410
3,520,185
100.0 4,651,912
12.5
38.7
15.5
0.1
23.9
9.3
100.0
Property
development
%
12.5
Property
investments
38.7
Hotel
operations
15.5
%
Trading and
0.1
retail operations
and management
services
Investments
Associated co
& other assets
23.9
9.3
TOTAL REVENUE BY GEOGRAPHICAL SEGMENTS
2005
Singapore
Australia
Vietnam
Malaysia
Myanmar
2006
$’000
%
$’000
%
315,443
88,746
26,844
33,075
36,640
4,734
62.4
17.6
5.3
6.5
7.3
0.9
399,868
82,047
31,436
38,366
47,792
5,612
66.1
13.6
5.2
6.3
7.9
0.9
505,482
100.0
605,121
100.0
Singapore
%
66.1
Australia
13.6
Vietnam
5.2
Myanmar
0.9
%
87.9
Malaysia
%
2.9
Malaysia
%
6.3
The People’s
7.9
Republic of China
TOTAL ASSETS BY GEOGRAPHICAL SEGMENTS
2005
$’000
Singapore
Australia
Vietnam
Malaysia
Myanmar
%
2006
$’000
%
2,959,522
173,999
86,599
126,525
159,936
13,604
84.1 4,089,961
4.9
177,295
2.5
80,176
3.6
134,820
4.5
157,620
0.4
12,040
87.9
3.8
1.7
2.9
3.4
0.3
3,520,185
100.0 4,651,912
100.0
Singapore
Australia
3.8
The People’s
3.4
Republic of China
Vietnam
1.7
Myanmar
0.3
32
UOL GROUP LIMITED
Annual Report 2006
QUARTERLY RESULTS
1st Quarter
$’000 %
2nd Quarter
$’000 %
3rd Quarter
$’000 %
4th Quarter
$’000 %
Total
$’000
%
REVENUE*
2006
2005
132,286 22
103,579 20
162,867
130,248
27
26
149,922 25
127,272 25
160,046 26
144,383 29
605,121 100
505,482 100
31,144 8
26,688 18
69,478
47,991
17
32
43,314 11
45,521 30
262,863 64
29,635 20
406,799 100
149,835 100
25,664 7
20,867 17
59,500
36,873
16
31
34,900
38,074
9
32
252,962 68
24,035 20
373,026 100
119,849 100
9
33
231,766 68
18,082 18
339,444 100
100,070 100
9
33
29.2 69
2.1 17
42.8 100
12.6 100
PROFIT BEFORE INCOME TAX*
2006
2005
NET PROFIT*
2006
2005
PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY*
2006
2005
21,275 7
16,266 17
54,935
32,648
16
33
31,468
33,074
BASIC EARNINGS PER $1.00 ORDINARY SHARE (IN CENTS)
2006
2005
2.7 6
2.1 17
6.9
4.1
16
33
4.0
4.2
* 2005 comparatives are restated to conform with current financial year’s presentation
SIMPLIFIED GROUP FINANCIAL POSITION
TOTAL ASSETS OWNED
$Million
2006
2005
In $’Million
659
1,658
616
1,545
1,111
320
812
578
326
123
249
175
2006
2005
%
■ Property, plant and equipment
659
■ Investment properties
1,658
■ Available-for-sale financial assets
1,111
■ Associated companies
320
■ Properties for sale under development
/Developed properties for sale
578
■ Other assets & cash
326
616
1,545
812
123
14
36
24
7
18
44
23
3
249
175
12
7
7
5
4,652
3,520
100
100
2006
2005
In $’Million
2006
2005
TOTAL LIABILITIES OWED
& CAPITAL INVESTED
$Million
3,156
2,364
294
232
602
87
119
116
822
102
159
119
2006
2006
2005
■ Shareholders’ funds
■ Minority interests
■ Borrowings
■ Trade and other payables
■ Deferred income tax liabilities
■ Other liabilities
2005
%
3,156
294
822
102
159
119
2,364
232
602
87
119
116
68
6
18
2
3
3
67
7
17
3
3
3
4,652
3,520
100
100
UOL GROUP LIMITED
33
Annual Report 2006
FIVE-YEAR FINANCIAL SUMMARY
2002
$’000
2003
$’000
2004
$’000
2005
$’000
2006
$’000
155,904
111,537
183,184
125,179
108,610
179,561
69,590
102,945
231,854
104,411
95,138
259,576
169,297
92,000
300,062
19,943
43,433
18,104
34,438
12,473
44,341
11,431
34,926
10,823
32,939
514,001
465,892
461,203
505,482
605,121
8,258
166,060
11,908
9,873
80,746
6,433
12,372
64,079
30,767
21,635
65,468
29,192
32,889
217,752
129,868
(1,039)
39,504
70
41,272
(389)
399,955
1,192
51,361
2,957
34,112
Unallocated costs
224,691
(4,406)
138,394
(1,296)
506,784
(4,381)
168,848
(4,792)
417,578
(5,709)
Operating profits
Finance income
Finance expense
220,285
1,990
(34,441)
137,098
6,484
(30,570)
502,403
3,386
(22,441)
164,056
13,674
(26,694)
411,869
6,634
(25,842)
187,834
113,012
483,348
151,036
392,661
12,281
2,885
2,278
(1,201)
14,138
200,115
115,897
485,626
149,835
406,799
Profit attributable to equity
holders of the company
161,397
78,790
381,618
100,070
339,444
539,497
1,670,288
600,054
1,579,330
610,540
1,500,945
616,390
1,545,193
658,516
1,658,085
65,966
42,206
47,238
115,391
309,392
302,916
1,389
-
303,914
13,972
590
296,309
13,491
6,652
410,639
14,516
9,154
544,129
14,663
10,360
379,351
398,006
806,623
620,821
1,251,033
(97,788)
(86,763)
(76,090)
(133,366)
2,861,619
2,851,309
3,205,708
3,198,738
4,271,786
797,925
900,881
922,327
848,184
1,067,911
849,787
1,068,264
1,295,935
1,071,987
2,084,017
1,698,806
204,594
958,219
1,770,511
226,059
854,739
1,917,698
227,467
1,060,543
2,364,199
232,237
602,302
3,156,004
293,547
822,235
2,861,619
2,851,309
3,205,708
3,198,738
4,271,786
GROUP REVENUE
Hotel operations
Investments
GROUP INCOME STATEMENTS
Hotel operations
Investments
Share of results of associated
companies
GROUP BALANCE SHEETS
Property, plant and equipment
Investment properties
Associated companies and
receivables (non-current)
Available-for-sale financial
assets (non-current)
Intangibles
Deferred tax assets
Net current assets (excluding
borrowings)
Non-current liabilities (excluding
borrowings)
Reserves
Interests of the shareholders
Minority interests
Borrowings
(174,392)
34
UOL GROUP LIMITED
Annual Report 2006
FIVE-YEAR FINANCIAL SUMMARY (continued)
FINANCIAL RATIOS
Basic earnings per share (cents)
Gross dividend declared
Interim & Final (%)
Special (%)
Cover (times)
Net tangible asset backing per
ordinary share ($)
Before accounting for surplus
on revaluation of hotel properties
After accounting for surplus
on revaluation of hotel properties
Gearing ratio
2002
2003
2004
2005
2006
26.3
12.8
50.7
12.6
42.8
7.5
2.5
3.4
7.5
1.9
6.0
40.1
1.2
7.5
1.7
7.5
7.5
2.8
2.77
2.52
2.40
2.96
3.95
2.87
0.53
2.62
0.42
2.54
0.17
3.23
0.21
4.44
0.22
Note: Basic earnings per share is calculated by reference to the weighted average number of ordinary shares in issue during the year.
SOURCES OF FINANCE
$Million
5000
2002
2003
$’Million $’Million
4000
■ Borrowings
■ Minority interests
■ Interests of
the shareholders
3000
2004
$’Million
2005
2006
958
205
855
226
1,061
227
602
232
822
294
1,699
1,771
1,918
2,364
3,156
2,862
2,852
3,206
3,198
4,272
2002
2003
2004
$’Million
2000
1000
0
2002 2003
2004
2005 2006
GROUP REVENUE
$Million
700
■ Property development
■ Property investments
■ Hotel operations
■ Trading and retail
operations and
management services
■ Investments
600
500
400
300
200
2005
2006
156
112
183
125
109
180
70
103
232
104
95
260
169
92
300
20
43
18
34
12
44
11
35
11
33
514
466
461
505
605
100
0
2002 2003
2004
2005 2006
UOL GROUP LIMITED
35
Annual Report 2006
NET TANGIBLE ASSETS (“NTA”) PER SHARE
$
5
4.44
4
3.95
3.47
3.31
3.23
2.86
3
2.96
2.77
2.52
2.40
2
2002
2003
2004
NTA per share (market value)
2005
2006
NTA per share (book value)
Year
NTA per share
(market value)
$
2002
2003
2004
2005
2006
3.47
3.31
2.86
3.23
4.44
NTA per share
(book value)
$
2.77
2.52
2.40
2.96
3.95
Note : NTA per share (market value) includes the market value of the Group’s hotel properties.
NTA per share (book value) includes the book value of the Group’s investment properties which are carried at
revalued amounts.
36
UOL GROUP LIMITED
Annual Report 2006
VALUE-ADDED STATEMENT
For the year ended 31 December 2006
2006
$’000
Sales of goods and services
Purchase of materials and services
2005
$’000
572,182
(297,977)
470,556
(219,839)
Gross value added
Share of results of associated companies
Income from investments and interest
Exceptional items
Exchange difference
274,205
14,138
39,300
248,165
212
250,717
(1,201)
45,008
494
3,592
Total value added
576,020
298,610
108,075
3,049
111,124
96,714
2,362
99,076
46,317
41,586
38,179
4,053
59,492
101,724
16,261
2,745
47,583
66,589
259,165
207,251
Distribution of value added:
To employees and directors
Employees’ salaries, wages and benefits
Directors’ remuneration
To government
Corporate and property taxes
To providers of capital
Interest expense
Net dividend attributable to minority shareholders
Net dividend to shareholders
Total value added distributed
Retained in the business:
Depreciation
Retained earnings
Non-production cost and income
Bad debts
Income from investments and interest
Exceptional items
Exchange difference
Amortisation of bond discount
Productivity ratios:
Value added per employee
Value added per $ employment costs
Value added per $ investment in property, plant and equipment
and investment properties (before depreciation)
– at cost
– at valuation
Value added per $ net sales
36,691
(7,017)
29,674
35,280
19,611
54,891
(496)
39,300
248,165
212
287,181
241
45,008
494
3,592
(12,867)
36,468
576,020
298,610
$
59,610
2.47
$
56,891
2.53
0.12
0.10
0.48
0.11
0.10
0.53
FINANCIAL CONTENTS
38
Report of the Directors
43
Statement by Directors
44
Independent Auditors’ Report
45
Income Statements
46
Balance Sheets
48
Consolidated Statement of
Changes in Equity
49
Statement of Changes in Equity
50
Consolidated Cash Flow Statement
52
Notes to the Financial Statements
38
UOL GROUP LIMITED
Annual Report 2006
REPORT OF THE DIRECTORS
For the financial year ended 31 December 2006
The directors have pleasure in submitting this report to the members together with the audited financial
statements of the Company and of the Group for the financial year ended 31 December 2006.
The name of the Company was changed from United Overseas Land Limited to UOL Group Limited with effect
from 19 April 2006.
Directors
The directors of the Company in office at the date of this report are:
Wee Cho Yaw Gwee Lian Kheng Lim Kee Ming
Alan F C Choe
Wee Ee Chao Koh Cher Siang James
Low Weng Keong
Wee Ee Lim - Chairman
- President and Chief Executive Officer
(appointed on 9 May 2006)
(appointed on 9 May 2006)
Arrangements to enable directors to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares
in, or debentures of, the Company or any other body corporate, other than as disclosed under “Share Options”
on pages 40 to 42.
Directors’ interests in shares or debentures
(a)
The directors holding office at 31 December 2006 are also the directors holding office at the date of this
report. Their interests in the share capital of and options to subscribe for ordinary shares of the Company
and related corporations, as recorded in the register of directors’ shareholdings, were as follows:
Holdings registered
in name of director
At 1.1.2006 or date of appointment,
At 31.12.2006
if later
Holdings in which a director is
deemed to have an interest
At 1.1.2006
or date of
appointment,
At 31.12.2006
if later
UOL Group Limited (“UOL”)
-
Ordinary Shares Wee Cho Yaw
Gwee Lian Kheng
Lim Kee Ming
Wee Ee Chao
Koh Cher Siang James
Wee Ee Lim 3,388,151*
388,000
138,557
5,000
30,748*
385
241,489
3,388,151*
388,000
138,557
5,000
30,748*
385
241,489
213,768,442* 205,206,344*
-
322,357
322,357
-
80,820,597* 80,820,597*
-
80,553,452* 80,553,452*
UOL GROUP LIMITED
Annual Report 2006
39
REPORT OF THE DIRECTORS (continued)
Directors’ interests in shares or debentures (continued)
Holdings registered
in name of director
At 1.1.2006 or date of appointment,
At 31.12.2006
if later
At 1.1.2006
or date of
appointment,
At 31.12.2006
if later
UOL Group Limited (“UOL”)
- Executives’ Share Options
Gwee Lian Kheng 400,000
300,000
-
-
Hotel Plaza Limited (“HPL”)
-
Ordinary Shares Wee Cho Yaw
Gwee Lian Kheng
Lim Kee Ming
Wee Ee Chao
-
114,000
10,000
-
-
114,000
10,000
-
310,856,000 * 309,315,000*
150,000
150,000
-
595,000
595,000
* Includes shares registered in the name of nominees.
(b) The directors’ interests in the share capital of and options to subscribe for ordinary shares of the Company
and related corporations, as recorded in the register of directors’ shareholdings at 21 January 2007, were
the same as those at 31 December 2006.
(c)
Messrs Wee Cho Yaw, Wee Ee Chao and Wee Ee Lim are each deemed to have an interest in all the shares
held by Kheng Leong Company (HK) Limited in the following partially owned subsidiaries of the Group,
by virtue of their having an interest of not less than 20% each in the issued share capital of Kheng Leong
Company (HK) Limited:
At 1.1.2006
- Ordinary Shares of US$1 each
Success City Pty Limited
2,059,500
2,059,500
- Ordinary Shares
1,720,834
1,720,834
At 31.12.2006 or date of
appointment,
if later
Success Venture Investments (Australia) Ltd
(d) Save as disclosed above, none of the other directors holding office at 31 December 2006 has any interest
in the ordinary shares and Executives’ Share Options of the Company and the ordinary shares of HPL and
any other related corporations of the Company, as recorded in the register of directors’ shareholdings.
40
UOL GROUP LIMITED
Annual Report 2006
Directors’ contractual benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit by
reason of a contract made by the Company or a related corporation with the director or with a firm of which
he is a member or with a company in which he has a substantial financial interest, except as disclosed in the
accompanying financial statements and in this report.
Share options
UOL Group Executives’ Share Option Scheme
(a)
The UOL Group Executives’ Share Option Scheme (“the 2000 Scheme”) was approved by the shareholders
of the Company at an Extraordinary General Meeting held on 23 May 2000.
(b) Under the terms of the 2000 Scheme, the total number of shares granted shall not exceed 15% of the issued
share capital of the Company and the executives may exercise the options by giving notice in writing to
the Company in the prescribed form during the option period, accompanied by remittance of the amount
of the Offering Price.
The Offering Price is equal to the average of the last dealt prices per share as determined by reference
to the daily official list published by the Singapore Exchange Securities Trading Limited for a period of 3
consecutive trading days immediately prior to the relevant offering date. (c)
On 18 May 2006, options were granted pursuant to the 2000 Scheme to the executives of the Company and
its subsidiaries to subscribe for 1,444,000 ordinary shares in the Company (known as “the 2006 Options”)
at the offer price of $3.21 per ordinary share. 1,432,000 options granted were accepted by the executives,
including Mr Gwee Lian Kheng.
The details of the options accepted are as follows:
No. of employees
At offer price
of $3.21 per share
Executive Director
Other Executives
1
64
100,000
1,332,000
65
1,432,000
(d) Statutory information regarding the 2006 Options is as follows:
(i)
The vesting of granted options is conditional on the completion of one year of service from the
grant date. The option period begins on 18 May 2007 and expires on 17 May 2016 or on the date of
termination of employment or in the case of the executive director, on the date he ceases to be the
executive director of the Company, whichever is earlier, subject to the provisions of Rule 13 of the
Rules of the 2000 Scheme.
(ii)
The options may be exercised in full or in respect of 1,000 shares or a multiple thereof, on the payment
of the exercise price.
(iii) The persons to whom the options have been granted have no right to participate by virtue of the
options in any share issue of any other company in the Group.
Details of options granted in previous financial years were set out in the Report of the Directors for the respective
financial years.
UOL GROUP LIMITED
Annual Report 2006
41
Share options (continued)
UOL Group Executives’ Share Option Scheme (continued)
(e) Other information required by the Singapore Exchange Securities Trading Limited:
Pursuant to Rule 852 of the Listing Manual of the Singapore Exchange Securities Trading Limited,
it is reported that during the financial year:
(i)
The Remuneration Committee comprising the following directors administer the 2000 Scheme:
Wee Cho Yaw
Alan F C Choe
Lim Kee Ming
Chairman
Member
Member
(Non-independent)
(Independent)
(Independent)
(ii) The details of options granted to a director of the Company, Mr Gwee Lian Kheng, under the 2000
Scheme are as follows:
Aggregate options Aggregate options
granted since granted since
commencement commencement
of the 2000 Options granted
of the 2000
Scheme to during the
Scheme to
31.12.2005
financial year
31.12.2006
500,000
100,000
600,000
Aggregate options
exercised since
commencement
of the 2000
Aggregate options
Scheme to
outstanding at 31.12.2006
31.12.2006
200,000
400,000
(iii) No options have been granted to controlling shareholders or their associates, parent group
employees, and no employee has received 5% or more of the total options available under the
2000 Scheme. No options were granted at a discount during the financial year.
Outstanding Share Options
At 31 December 2006, the holders of the Executives’ Share Options include a director of the Company as disclosed
under “Directors’ interests in shares or debentures”.
The holders of the Executives’ Share Options have no right to participate by virtue of the options in any share
issue of any other company in the Group.
During the financial year, 1,672,000 ordinary shares of the Company were issued upon the exercise of options by:
Holders of
2002 Options
2003 Options
2004 Options
2005 Options
2006 Options
30,000
134,000
617,000
891,000
-
1,672,000
Number of ordinary shares
Exercise price per share
$
1.81
2.05
2.28
2.23
3.21
42
UOL GROUP LIMITED
Annual Report 2006
Share options (continued)
Outstanding Share Options (continued)
Unissued ordinary shares under options at 31 December 2006 comprise:
At
1.1.2006 Executives’
Share Options
Options
granted in 2006
Options
exercised 30,000
134,000
617,000
891,000
-
Exercise/
Options At Subscription
lapsed 31.12.2006
price /$
2002 Options
2003 Options
2004 Options
2005 Options
2006 Options
84,000
-
354,000
-
1,071,000
-
1,324,000
-
- 1,432,000
12,000
42,000
12,000 208,000
6,000 448,000
24,000 409,000
90,000 1,342,000
1.81
2.05
2.28
2.23
3.21
2,833,000 1,432,000 1,672,000 144,000 2,449,000
Option
period
27.06.2003 to 26.06.2012
27.06.2004 to 26.06.2013
21.05.2005 to 20.05.2014
09.05.2006 to 08.05.2015
18.05.2007 to 17.05.2016
Audit committee
The Audit Committee carried out its functions, in accordance with Section 201B(5) of the Singapore Companies
Act, including a review of the financial statements of the Company and of the Group for the financial year and
the auditors’ report thereon. The nature and extent of the functions performed by the Audit Committee are
further described in the Annual Report under the heading “Corporate Governance”.
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
WEE CHO YAW Chairman 16 February 2007
WEE LIAN KHENG
G
Director
UOL GROUP LIMITED
Annual Report 2006
43
STATEMENT BY DIRECTORS
In the opinion of the directors,
(a)
the income statement, balance sheet and statement of changes in equity of the Company and
the consolidated financial statements of the Group as set out on pages 45 to 119 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 31 December 2006,
of the results of the business and the changes in equity of the Company and of the Group for the financial
year then ended; and the 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
WEE CHO YAW Chairman 16 February 2007
WEE LIAN KHENG
G
Director
44
UOL GROUP LIMITED
Annual Report 2006
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UOL GROUP LIMITED
(PREVIOUSLY KNOWN AS UNITED OVERSEAS LAND LIMITED)
We have audited the accompanying financial statements of UOL Group Limited (the “Company”) and its
subsidiaries (the “Group”) set out on pages 45 to 119 for the financial year ended 31 December 2006, which
comprise the income statements, balance sheets and statement of changes in equity of the Company and of
the Group and the consolidated cash flow statement of the Group, and a summary of the 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.
Auditors’ 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 includes performing procedures to obtain evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ 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 auditors consider 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 accompanying income statements, balance sheets and statement of changes in equity of the
Company and of the Group and the consolidated cash flow statement of the Group are properly drawn
up in accordance with the provisions of the Companies Act, Cap 50 (the “Act”) and Singapore Financial
Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the
Group at 31 December 2006, the profits and the changes in equity of the Company and of the Group, and
the cash flows of the Group for the financial year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.
PricewaterhouseCoopers
Certified Public Accountants
Singapore, 16 February 2007
UOL GROUP LIMITED
Annual Report 2006
45
income statements
Revenue Cost of sales
Notes
5
605,121
(326,682)
505,482
(258,609)
90,802
(3,482)
72,706
(2,190)
Gross profit Other gains
- Finance income
278,439
246,873
87,320
70,516
5
6,634
13,674
15,828
14,028
5
8
5,115
248,165
25,884
494
746
213,775
16,824
16,420
9
(24,184)
(35,913)
(25,842)
(59,753)
(19,339)
(32,445)
(26,694)
(57,411)
(110)
(7,559)
(17,136)
(869)
(93)
(6,719)
(17,493)
(789)
14,138
(1,201)
-
-
406,799
149,835
291,995
92,694
(33,773)
(29,986)
(16,452)
(14,602)
373,026
119,849
275,543
78,092
Attributable to: Equity holders of the Company
Minority interests
339,444
33,582
100,070
19,779
275,543
-
78,092
-
373,026
119,849
275,543
78,092
42.75
42.73
12.62
12.62
- Miscellaneous - Exceptional items Expenses - Marketing and distribution
- Administrative
- Finance - Other operating
Share of profit/(loss) of associated companies
Profit before income tax Income tax expense Net profit
10
Earnings per share attributable to
equity holders of the Company
(expressed in cents per share)
- Basic (in cents)
- Diluted (in cents) The Group
2006
2005
$’000
$’000 The Company
2006
2005
$’000
$’000
11
The accompanying notes form an integral part of these financial statements.
Auditors’ Report - Page 44.
46
UOL GROUP LIMITED
Annual Report 2006
balance sheets
As at 31 December 2006
Notes
ASSETS
Current assets
Cash and bank balances 12
Trade and other receivables
13
Development properties 14
Inventories
15
Available-for-sale financial assets
16
Other current assets 17
Current income tax assets 10
The Group
2006
2005
$’000
$’000 The Company
2006
2005
$’000
$’000
130,297
31,645
577,643
4,962
566,922
7,294
156
104,503
29,348
248,531
5,132
400,968
18,972
1,448
12
6,292
-
-
566,922
1,756
-
1,502
2,184
400,968
298
-
1,318,919
808,902
574,982
404,952
18
137,848
-
-
-
1,456,767
808,902
574,982
404,952
Non-current assets
13
87,574
16
544,129
Associated companies
19
221,818
Subsidiaries
20
-
21
1,658,085
22
658,516
Intangibles
23
14,663
Deferred income tax assets
29
10,360
83,084
410,639
32,307
-
1,545,193
616,390
14,516
9,154
305,115
26,949
112,086
1,049,114
278,691
903
-
-
323,787
83,623
1,000
844,205
224,236
1,227
-
Investment property held for sale
Total assets
3,195,145
2,711,283
1,772,858
1,478,078
4,651,912
3,520,185
2,347,840
1,883,030
LIABILITIES
Current liabilities
Trade and other payables 24
101,719
Current income tax liabilities
10
101,803
Borrowings
25
117,642
87,303
100,778
69,238
10,326
79,114
99,134
6,619
79,530
4,000
321,164
257,319
188,574
90,149
18
2,212
-
-
-
323,376
257,319
188,574
90,149
Liabilities directly associated with
investment property held for sale The accompanying notes form an integral part of these financial statements.
UOL GROUP LIMITED
Annual Report 2006
47
balance sheets (continued)
As at 31 December 2006
The Group
2006
2005
Notes
$’000
$’000 Non-current liabilities
Borrowings
25
664,700
518,504
Loans from subsidiaries 26
-
-
Loans from minority shareholders
of subsidiaries 27
39,893
14,560
Rental deposits 13,562
12,628
Provision for retirement benefits
28
1,875
1,659
Deferred income tax liabilities
29
158,955
119,079
The Company
2006
2005
$’000
$’000
-
188,493
200,130
-
1,411
-
94,555
1,309
65,630
878,985
666,430
284,459
267,069
Total liabilities
1,202,361
923,749
473,033
357,218
NET ASSETS
3,449,551
2,596,436
1,874,807
1,525,812
EQUITY
Capital and reserves attributable
to the Company’s equity holders
Reserves Retained earnings 30
31
1,071,987
1,170,697
913,320
1,068,264
662,567
633,368
1,071,987
489,121
313,699
1,068,264
359,900
97,648
Minority interests 3,156,004
293,547
2,364,199
232,237
1,874,807
-
1,525,812
-
Total equity
3,449,551
2,596,436
1,874,807
1,525,812
48
UOL GROUP LIMITED
Annual Report 2006
consolidated statement of changes in equity For the financial year ended 31 December 2006
Attributable to equity
holders of the Company
Share capital
and share
Retained
premium Reserves earnings
Notes
$’000
$’000
$’000
Balance at 1 January 2006
1,068,264 662,567 633,368
Fair value gains on available-for-sale
financial assets 31(b)
- 269,766
-
Net revaluation surplus on
investment properties
31(c)
- 196,525
-
Capital reserves arising from transfer of
available-for-sale financial asset to
investment in associated company 31(d)
-
48,799
-
Currency translation differences
31(c),(e)
- (7,620)
-
Net gains recognised directly in equity
- 507,470
-
Net profit for the financial year
Total recognised gains for the
financial year Employee share option scheme
- Value of employee services
- Proceeds from shares issued
Acquisition of minority interest
Dividends relating to 2005
Balance at 31 December 2006
financial assets Net revaluation surplus on
Acquisition of minority interest
Liquidation of a subsidiary
31(a)
30
32
Minority
interests
$’000
Total
$’000
232,237
2,596,436
786
270,552
34,043
230,568
-
(2,041)
32,788
48,799
(9,661)
540,258
339,444
33,582
373,026
- 507,470 339,444
66,370
913,284
-
-
(1,007)
(4,053)
660
3,723
(1,007)
(63,545)
-
-
660
-
-
-
-
-
-
(59,492)
1,071,987 1,170,697
913,320
293,547 3,449,551
1,067,911
543,220
580,881
228,981
2,420,993
31(b)
-
83,069
-
347
83,416
31(c)
31(c),(e)
-
-
40,210
(4,771)
-
-
4,432
1,016
44,642
(3,755)
-
-
118,508
-
-
100,070
5,795
19,779
124,303
119,849
- 118,508 100,070
25,574
244,152
-
-
(19,573)
-
(2,745)
865
353
(19,573)
(26)
(50,328)
31(a)
30
31(d)
32
-
3,723
-
-
-
353
-
-
-
865
-
-
(26)
-
-
-
-
-
(47,583)
1,068,264 662,567 633,368
An analysis of movements in each category within “Reserves” is presented in Note 31.
232,237 2,596,436
UOL GROUP LIMITED
Annual Report 2006
49
statement of changes in equity For the financial year ended 31 December 2006
Share capital
and share
premium
Notes
$’000
Reserves
$’000
Retained
earnings
$’000
Total
$’000
1,068,264
359,900
97,648
1,525,812
31(b)
-
81,882
-
81,882
31(c)
-
46,679
-
46,679
-
-
128,561
-
-
275,543
128,561
275,543
-
128,561
275,543
404,104
31(a)
30
32
-
3,723
-
660
-
-
-
-
(59,492)
660
3,723
(59,492)
1,071,987
489,121
313,699
1,874,807
1,067,911
308,979
67,139
1,444,029
31(b)
-
32,934
-
32,934
31(c)
-
17,122
-
17,122
-
-
50,056
-
-
78,092
50,056
78,092
Total recognised gains for
the financial year Employee share option scheme
-
50,056
78,092
128,148
31(a)
30
32
-
353
-
865
-
-
-
-
(47,583)
865
353
(47,583)
1,068,264
359,900
97,648
1,525,812
An analysis of movements in each category within “Reserves” is presented in Note 31.
50
UOL GROUP LIMITED
Annual Report 2006
consolidated CASH FLOW STATEMENT
2006
$’000
2005
$’000
373,026
119,849
10
6
8
6
6
6
33,773
-
-
(14,388)
100
36,691
3,967
(38,172)
29,986
12,867
(382)
100
35,280
7,254
(23,553)
8
8
8
8
8
9
5
5
7
7
5
(1,006)
-
40
(86,717)
(146,094)
(14,138)
(1,379)
25,842
(39,300)
-
292
626
-
-
(60)
(55)
(379)
1,201
(5,325)
13,827
(45,008)
(3,329)
285
631
(15,908)
(679)
(239,863)
6,753
133,163
126,602
(1,391)
(551)
210
3,317
1,585
Notes
Cash flows from operating activities
Net profit Adjustments for:
- Income tax - Amortisation of bond discount
- Negative goodwill taken to income statement
- Negative goodwill on acquisition of an associated company
- Amortisation of trademark and goodwill - Depreciation of property, plant and equipment
- Property, plant and equipment written off and net loss on disposals
- Profit on development properties - Fair value reserve transferred to income statement on disposal
of/return of capital from available-for-sale financial assets
- Gain on sale of available-for-sale financial assets
- Loss/(gain) on liquidation of subsidiaries/an associated company (net)
- Gain on disposal of a subsidiary
- Gain on disposal of an associated company - Share of results of associated companies - Unrealised translation gains
- Interest expense - Investment and interest income - Deferred income - Net provision for retirement benefits
- Share option expense - Gain on option relating to Exchangeable Notes
- Write-back of provision for settlement of claim
Operating cash flow before working capital changes
Change in operating assets and liabilities, net of effects from
purchase and disposals of subsidiaries - Receivables - Inventories - Rental deposits
- Payables Expenditure on development properties Progress billings
9,084
92
2,996
7,630
19,802
(326,316)
47,374
(124,407)
49,386
Cash generated from operations
Income tax paid
Retirement benefits paid Fixed deposits pledged as security
10(b)
28
(125,977)
(17,662)
(57)
-
53,166
(11,821)
(102)
1,226
(143,696)
42,469
Net cash (used in)/from operating activities
UOL GROUP LIMITED
Annual Report 2006
51
consolidated CASH FLOW STATEMENT (continued)
Cash flows from investing activities
Proceeds from return of capital from available-for-sale financial assets
Net proceeds from disposal of available-for-sale financial assets
Payment for interest in associated companies
Proceeds from sale of interest in/ liquidation of associated companies
Loans to associated companies
Payment to minority shareholders for purchase of shares
in subsidiaries Net payment for acquisition of a subsidiary Purchase of available-for-sale financial assets
Net proceeds from disposal of property, plant and equipment
and investment properties
Purchase of property, plant and equipment and
Proceeds from disposal of a subsidiary, net of cash disposed Repayment of loans from associated company
Retention monies withheld/(released)
Interest received
Dividend received Net cash from/(used in) investing activities
Notes 2006
$’000
2005
$’000
1,056
5,933
(128,373)
220,005
(18,380)
281
716
(621)
(77,683)
12(e)
16
(1,789)
(133,412)
(47,037)
(22,002)
(15,453)
21,22
12(e)
681
351
(70,713)
176,962
5,922
1,843
7,220
28,895
(53,187)
320
(2,785)
10,413
29,278
48,813
(130,372)
30
3,723
353
700
2,932
-
25,347
94,008
93,175
(345)
(32,149)
(59,492)
(4,053)
(497,716)
9,868
306,606
(290,990)
(633)
(15,140)
(47,583)
(2,745)
120,914
(535,048)
26,031
(622,951)
100,635
723,586
Cash and cash equivalents at the end of the financial year
12(d)
126,666
100,635
Cash flows from financing activities
Proceeds from issue of shares
Net proceeds from issue of shares to minority shareholders
of subsidiaries Net payment on Zero Coupon Exchangeable Notes
due September 2005
Loans from minority shareholders of subsidiaries
Long-term borrowings
Short-term borrowings Expenditure relating to bank borrowings
Interest paid Dividends paid to shareholders of UOL Group Limited Dividends paid to minority shareholders of subsidiaries
Net cash from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the
financial year The accompanying notes form an integral part of these financial statements.
52
UOL GROUP LIMITED
Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1.General information
UOL Group Limited is incorporated and domiciled in Singapore and its shares are publicly traded on the
Singapore Exchange. The address of its registered office is as follows:
101 Thomson Road
Singapore 307591
The principal activities of the Company are investments in properties, subsidiaries, associated companies,
listed and unlisted securities and property development. The principal activities of its subsidiaries are set
out in Note 20.
With effect from 19 April 2006, the name of the Company was changed from United Overseas Land Limited
to UOL Group Limited.
2.Significant accounting policies
2.1Basis 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 certain
key accounting estimates and assumptions. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements, are
disclosed in Note 4.
Interpretations and amendments to published standards effective in 2006
On 1 January 2006, the Group adopted the new or revised FRS and Interpretations to FRS (INT FRS) that
are mandatory for application from that date, with the exception of the amendments to FRS 21 (Revised
2005) for which the Group has elected to early adopt in the previous financial year. 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 32 (Amendment)
FRS 39 (Amendment)
INT FRS 104
Employee Benefits
Financial Instruments: Disclosures and Presentation
Financial Instruments: Recognition and Measurement (Amendments relating to financial guarantee contracts)
Determining whether an Arrangement contains a Lease
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 39 (Amendment), of which the effect is disclosed in Note 3.
UOL GROUP LIMITED
Annual Report 2006
53
NOTES TO THE FINANCIAL STATEMENTS (continued)
2.Significant accounting policies (continued)
2.2Revenue recognition
Revenue for the Group comprises the fair value of the consideration received or receivable for the sale
of properties and goods and the rendering of services in the ordinary course of the Group’s activities.
Revenue is presented net of goods and services tax, rebates and discounts, and after eliminating sales
within the Group. Revenue is recognised as follows:
(a)
Sale of properties
Profits from the sale of properties are recognised in the financial statements using the percentage
of completion method based on the stages of completion. The stage of completion is measured by
reference to the contract costs incurred to date to the estimated total costs for the contract or as per
certification by architects. No revenue is recognised for unsold units.
(b) Sale of goods
Revenue from the 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.
Component parts and furniture are often sold with a right of return. Accumulated experience is used
to estimate and provide for such returns at the time of sale.
(c)
Hotel operations and other services rendered
Revenue from the rental of hotel rooms, serviced apartments and other facilities is recognised when
the services are rendered. Revenue from the sale of food and beverage is recognised when the goods
are delivered to the customer. Revenue from the rendering of services is recognised when the service
is rendered.
(d) Interest income
(e) Dividend income
Dividend income is recognised when the right to receive payment is established.
(f )
Rental income
Rental income from operating leases on investment properties and property, plant and equipment is
recognised on a straight-line basis over the lease term.
Interest income is recognised on a time proportion basis, using the effective interest method.
54
UOL GROUP LIMITED
Annual Report 2006
2.3Group accounting
(a)
Subsidiaries
Subsidiaries 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 subsidiaries by the
Group. 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 value on the date of acquisition, irrespective
of the extent of any minority interest. Please refer to the paragraph “Intangibles - Goodwill” for the
accounting policy on goodwill on acquisition of subsidiaries.
Subsidiaries 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 are
considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Minority interests are that part of the net results of operations and of net assets of a subsidiary
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 subsidiaries’ 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 interests in a subsidiary exceed
the minority interests in the equity of that subsidiary. In such cases, the excess and further losses
applicable to the minority interests are attributed to the equity holders of the Company, unless
the minority interests have a binding obligation to, and are able to, make good the losses. When
that subsidiary subsequently reports profits, the profits applicable to the minority interests are
attributed to the equity holders of the Company until the minority interests’ share of losses previously
absorbed by the equity holders of the Company have been recovered.
Please refer to the paragraph “Investment in subsidiaries and associated companies” for the
accounting policy on investments in associated companies in the separate financial statements
of the Company.
(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 and the incremental share
of the carrying value of the net assets of the subsidiary is recognised as goodwill.
UOL GROUP LIMITED
Annual Report 2006
55
2.3Group accounting (continued)
(c)
Associated companies are entities over which the Group has significant influence, but not control,
generally accompanied by a shareholding of between and including 20% and 50% of the voting
rights. Investments in associated companies are accounted for in the consolidated financial statements
using the equity method of accounting. Investments in associated companies in the consolidated
balance sheet include goodwill (net of accumulated impairment loss) identified on acquisition.
Please refer to the paragraph “Intangibles – Goodwill” for the Group’s accounting policy on goodwill.
Investments in associated 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 companies’
post-acquisition profits or losses is recognised in the income statement and its share of postacquisition movements in reserves is recognised in equity directly. These post-acquisition movements
are adjusted against the carrying amount of the investment. When the Group’s share of losses in
an associated company equals or exceeds its interest in the associated company, including any
other unsecured receivables, the Group does not recognise further losses, unless it has obligations
or has made payments on behalf of the associated company.
Unrealised gains on transactions between the Group and its associated companies are eliminated to
the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Accounting
policies of associated companies have been changed where necessary to ensure consistency with
the accounting policies adopted by the Group.
Please refer to the paragraph “Investment in subsidiaries and associated companies” for the
accounting policy on investments in associated companies in the separate financial statements
of the Company.
2.4 Property, plant and equipment
(a)
Measurement
(i)
Land and buildings
Land and buildings are initially recorded at cost. Certain leasehold land and buildings
comprising hotel properties are subsequently stated at valuation carried out by an
independent professional firm of valuers on their existing use basis. The valuation was done in
1985. However, a decision was then made that future valuations of hotel properties would not
be incorporated in the financial statements but would be disclosed for information.
Freehold land is subsequently carried at cost less accumulated impairment losses. Leasehold
land and buildings are subsequently carried at cost or valuation less accumulated depreciation
and accumulated impairment losses.
56
UOL GROUP LIMITED
Annual Report 2006
2.4 Property, plant and equipment (continued)
(a)
Measurement (continued)
(ii)
Other property, plant and equipment
Plant, equipment, furniture and fittings and motor vehicles are initially recognised at
cost and subsequently carried at cost less accumulated depreciation and accumulated
impairment losses.
(iii) Component of costs
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 land is not depreciated. Leasehold land is amortised evenly over the term of the lease.
Depreciation on other items of property, plant and equipment is calculated using the straight-line
method to allocate their depreciable amounts over their estimated useful lives as follows:
Buildings Plant, equipment, furniture and fittings
Motor vehicles 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.
Useful lives
50 years or period of the lease, whichever is shorter
5 to 20 years
5 to 7 years
(d) Disposals
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.
UOL GROUP LIMITED
Annual Report 2006
57
2.5 Development properties
Development properties are properties being developed for future sale.
Unsold development properties
Development properties that are unsold are carried at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business less cost to complete
development and selling expenses.
Sold development properties
Revenue and cost on development properties that have been sold are recognised using the percentage
of completion method. The stage of completion is measured by reference to the development costs
incurred to date to the estimated total costs for the property. When it is probable that the total development
costs will exceed the total revenue, the expected loss is recognised as an expense immediately.
2.6Intangibles
(a)
Goodwill
Goodwill represents the excess of the cost of an acquisition of subsidiaries or associated companies
over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiaries or
associated companies at the date of acquisition.
Goodwill on acquisitions of subsidiaries is included in intangible assets.
The Group also had acquisitions where the costs of acquisitions were less than fair value of the net
identifiable assets acquired. Such differences (“negative goodwill”) were taken to income statement
in the year of acquisition.
Goodwill recognised separately as intangible assets is tested at least annually for impairment
and carried at cost less accumulated impairment losses. Gains and losses on the disposal of the subsidiaries and associated companies include the carrying
amount of goodwill relating to the entity sold.
(b) Trademark
Acquired trademark is initially recognised at fair value at the acquisition date and is subsequently
carried at its fair value at initial recognition less accumulated amortisation and accumulated
impairment losses. These costs are amortised to the income statement using the straight-line method
over the estimated useful life of 10 years.
The amortisation period and amortisation method of intangible assets other than goodwill are
reviewed at least once at each balance sheet date. The effects of any revision of the amortisation
period or amortisation method are included in the income statement for the financial year in which the
changes arise.
58
UOL GROUP LIMITED
Annual Report 2006
2.7Borrowing costs
Borrowing costs incurred to finance the development of properties are capitalised during the period of
time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs
are recognised on a time-proportion basis in the income statement using the effective interest method.
The cost capitalised is the actual borrowing costs incurred during the period less any investment income
on the temporary investment of those borrowings.
2.8Investment properties
Investment properties of the Group, are held for long-term rental yields and are not occupied by the Group. Investment properties are classified as non-current investments and are stated at their open market
valuation each year based on the valuation exercise carried out by an independent professional firm of
valuers. Investment properties are not subject to depreciation.
Increases in carrying amounts arising from revaluation are credited to the asset revaluation reserve, unless
they offset previous decreases in the carrying amount of the same investment, in which case, they are
credited to the income statement. Decreases in carrying amounts that offset previous increases of the
same investment asset are charged against the asset revaluation reserve. All other decreases in carrying
amounts are charged to the income statement.
If an investment property becomes 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. On disposal of an investment property, the difference between the net disposal proceeds and the carrying
amount is taken to the income statement; any amount outstanding in the asset revaluation reserve relating
to that investment property is also transferred to the income statement.
2.9Investments in subsidiaries and associated companies
Investments in subsidiaries and associated companies are stated at cost less accumulated impairment losses
in the Company’s balance sheet. On disposal of investments in subsidiaries and associated companies, the
difference between net disposal proceeds and the carrying amounts of the investments are taken to the
income statement.
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 cashgenerating-units (CGU) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill,
exceeds the recoverable amount of the CGU. Recoverable amount of a CGU is the higher of the
CGU’s fair value less cost to sell and value-in-use.
UOL GROUP LIMITED
Annual Report 2006
59
2.10Impairment of non-financial assets (continued)
(a)
Goodwill (continued)
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill
allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying
amount of each asset in the CGU.
An impairment loss on goodwill is recognised in the income statement and is not reversed in a
subsequent period.
(b) Intangibles
Investments in subsidiaries and associated companies
Intangibles, property, plant and equipment and investments in subsidiaries and associated 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 the 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 the
paragraph “Property, plant and equipment” for the treatment of revaluation decrease.
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.
60
UOL GROUP LIMITED
Annual Report 2006
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 later than twelve months after the balance sheet date which are classified as noncurrent assets. Loans and receivables are classified within “trade and other receivables” and
“cash and bank balances” on the balance sheet.
(ii)
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 twelve months after the balance sheet date.
(b) Recognition and derecognition
Regular purchases and sales of financial assets are recognised on trade-date – the date on which the
Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Group has
transferred substantially all risks and rewards of ownership. On sale of a financial asset, the difference between the net sale proceeds and its carrying amount
is taken to the income statement. Any amount in the fair value reserve relating to that asset is also
taken to the income statement.
(c)
Measurement
Financial assets are initially recognised at fair value plus transaction costs. 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 fair values of available-for-sale financial assets are recognised in the fair value reserve
within equity.
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”.
UOL GROUP LIMITED
Annual Report 2006
61
2.11Financial assets (continued)
(d) 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)
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 the 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 subsidiaries.
These guarantees are financial guarantee contracts as they require the Company to reimburse
the banks if the subsidiaries 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, except when
the fair value is determined to be insignificant.
Financial guarantee contracts are subsequently amortised to the income statement over the period
of the subsidiaries’ 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.
62
UOL GROUP LIMITED
Annual Report 2006
2.13Borrowings
Borrowings are initially recognised 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 recognised in the income statement over the period of the borrowings using the
effective interest method.
Borrowings which are due to be settled within twelve months after the balance sheet date are presented
as current borrowings even though the original term was for a period longer than twelve 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 twelve months after the balance sheet date are presented as non-current borrowings in the
balance sheet.
2.14Trade and other payables
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost,
using the effective interest method.
2.15Fair 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-thecounter securities) 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 financial instruments that are not traded in an active market are determined by using
valuation techniques. The Group uses a variety of methods and makes assumptions that are based on
market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer
quotes for similar instruments are used. Valuation techniques, such as estimated discounted cash flows, are
also used to determine the fair values of the financial instruments.
The fair values 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.
2.16Leases
(a)
When a group company is the lessee:
The Group leases certain property, plant and equipment from third parties.
Operating leases
Leases of property, plant and equipment where 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.
UOL GROUP LIMITED
Annual Report 2006
63
2.16Leases (continued)
(a)
When a group company is the lessee: (continued)
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
termination takes place.
(b) When a group company is the lessor:
The Group leases out certain investment properties to third parties.
Operating leases
Assets leased out under operating leases are included in investment properties and are stated at
revalued amounts and not depreciated.
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.
2.17Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is primarily determined using
the first-in, first-out method and includes all costs in bringing the inventories to their present location and
condition. Net realisable value is the estimated selling price in the ordinary course of business, less the
cost of completion and selling expenses.
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 and
associated 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.
64
UOL GROUP LIMITED
Annual Report 2006
2.18Income taxes (continued)
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:
(i) 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
(ii) 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 tax on temporary differences arising from the revaluation gains
and losses on investment properties and property, plant and equipment and fair value gains and losses
on available-for-sale financial assets are charged or credited directly to equity in the same period the
temporary differences arise. Deferred tax arising from a business combination is adjusted against goodwill
on acquisition.
2.19 Provisions for other liabilities and charges
Provisions for asset dismantlement, removal or restoration, restructuring costs and legal claims are
recognised when the Group has a present legal or constructive obligation as a result of past events, it is
more likely than not that an outflow of resources will be required to settle the obligation and the amount
has been reliably estimated. Restructuring provisions comprise lease termination penalties and employee
termination payments. Provisions are not recognised for future operating losses.
The Group recognises the estimated costs of dismantlement, removal or restoration of items of property,
plant and equipment arising from the acquisition or use of assets. This provision is estimated based on the
best estimate of the expenditure required to settle the obligation, taking into consideration time value.
Provisions are measured at the present value of the expenditure expected to be required to settle the
obligation using a pre-tax discount rate that reflects the current market assessment of the time value of
money and the risks specific to the obligation. The increase in the provision due to the passage of time is
recognised in the income statement as interest expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in the
income statement for the period the changes in estimates arise except for asset dismantlement, removal
and restoration costs, which are adjusted against the cost of the related property, plant and equipment
unless the decrease in the liability exceeds the carrying amount of the asset or the asset has reached the
end of its useful life. In such cases, the excess of the decrease over the carrying amount of the asset or the
changes in the liability is recognised in the income statement immediately.
UOL GROUP LIMITED
Annual Report 2006
65
2.20Employee benefits
(a)
Post-employment benefits
The Group has various post-employment benefit schemes in accordance with local conditions and
practices in the country in which it operates. These benefits plans are either defined contribution or
defined benefit plans.
A defined contribution plan is a post employment benefit plan under which the Group pays fixed
contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay
further contributions if the fund does not hold sufficient assets to pay all employees benefits relating
to employee service in the current and prior periods. A defined benefit plan is a post employment
benefit plan that defines an amount of post employment benefit to be provided, usually as a function
of one or more factors such as age, years of service or compensation.
Defined contribution plan
The Group’s contributions to defined contribution plans are charged to the income statement in
the period to which they relate. Once the contributions have been paid, the Group has no further
payment obligations. For Singapore employees, the Group contributes to the Central Provident Fund
and its obligation is limited to the amount it contributes as prescribed under the statutory regulations
of Singapore.
Defined benefit plan
A subsidiary in Malaysia operates an unfunded defined benefit scheme under the Collective Union
Agreement for unionised employees. Benefits payable on retirement are calculated by reference
to the length of service and earnings over the employees’ period of employment; that benefit is
discounted to determine the present value. The discount rate is the market yield at the balance sheet
date on high quality corporate bonds or government bonds. Provision for employee retirement
benefits is made in the financial statements so as to provide for the accrued liability at year end. An actuarial valuation, based on the projected credit unit method, of the fund is conducted by a
qualified independent actuary once in every three years as the directors are of the opinion that yearly
movements in provision for the defined benefit plan is not likely to be significant. The most recent
valuation was at 31 December 2004.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service
by employees is recognised as an expense in the income statement on a straight-line basis over the
average period until the benefits become vested. To the extent that the benefits vest immediately,
the expense is recognised immediately in the income statement.
In calculating the Group’s obligation in respect of a plan, to the extent that any cumulative unrecognised
actuarial gain or loss exceeds ten percent of the present value of the defined benefit obligation, that
portion is recognised in the income statement over the expected average remaining working lives of
the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognised.
Where the calculation results in a benefit to the Group, the recognised asset is limited to the net
total of any unrecognised actuarial losses and past service costs and the present value of any future
refunds from the plan or reductions in future contributions to the plan.
66
UOL GROUP LIMITED
Annual Report 2006
2.20Employee benefits (continued)
(b) Employee leave entitlements
Employee entitlements to annual leave and long service leave are recognised when they accrue to
employees. An accrual is made for the estimated liability for annual leave as a result of services
rendered by employees up to the balance sheet date.
(c)
Share-based compensation
The Group operates an equity-settled, share-based compensation plan under the 2000 Share Option
Scheme. 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 the 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) and the related balance previously recognised in the share option reserve are credited to share
capital, when new ordinary shares are issued, or to the “treasury shares” account within equity, when
treasury shares purchased are re-issued to the employees.
(d) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement
date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating
the employment of current employees according to a detailed formal plan without possibility of
withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary
redundancy. Benefits falling due more than twelve months after balance sheet date are discounted
to present value.
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.
UOL GROUP LIMITED
Annual Report 2006
67
2.21Currency translation (continued)
(b) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated
into the functional currency using the exchange rates 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 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. 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 (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
(i)
Assets and liabilities are translated at the closing rates 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.
Goodwill and fair value adjustments arising on the acquisition of foreign operations 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 prior to 1 January 2005, the exchange
rates at the dates of acquisition 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 sale.
68
UOL GROUP LIMITED
Annual Report 2006
2.22Segment reporting
A business segment is a distinguishable component of the Group engaged in providing products or
services that are subject to risks and returns that are different from those of other business segments. A geographical segment is a distinguishable component of the Group engaged in providing products or
services within a particular economic environment that is subject to risks and returns that are different
from those of segments operating in other economic environments.
2.23Cash and cash equivalents
Cash and cash equivalents include cash and bank balances, short-term deposits with financial institutions,
bank overdrafts and exclude fixed deposits pledged as security. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheet.
2.24Share capital
Incremental costs directly attributable to the issuance of new ordinary shares are deducted against
the share capital account.
2.25 Dividends
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.
2.26Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as assets held for sale and carried at the lower of
carrying amount and fair value less costs to sell if their carrying amount is recovered principally through
a sale transaction rather than through continuing use. Any impairment loss on initial classification and
subsequent measurement is recognised in the income statement. Subsequent increases in fair value
less costs to sell (not exceeding the accumulated impairment loss that has been previously recognised)
is recognised in the income statement.
3.Effects on financial statements on adoption of new or revised FRS
Financial Guarantee Contracts
Previously, financial guarantees issued by the Company to banks in relation to banking facilities granted
to subsidiaries are accounted for as contingent liabilities of the Company and are not recognised
in the financial statements until the Company has incurred an obligation to make payment under
the guarantee.
FRS 39 (Amendment) Financial Guarantee Contracts, effective from 1 January 2006, requires financial
guarantees to be accounted for in a manner as set out in Note 2.12.
The revised FRS 39 requires retrospective application and did not result in material adjustments to
the balance sheet of the Company at 31 December 2005 and 1 January 2006. There are also no adjustments
arising from the adoption on the balance sheet of the Company at 31 December 2006 as the effects of any
such adjustments are not significant.
UOL GROUP LIMITED
Annual Report 2006
69
4.
Key accounting estimates and judgements
The preparation of financial statements in conformity with FRS requires the exercise of judgement and the
use of estimates by management.
The Group on its own or in reliance on third party experts, applies estimates and judgements in the
following areas:
(i) (ii)
(iii)
(iv)
(v) (vi) the assessment of the stage of completion, extent of the construction costs incurred and the
estimated total construction costs of development properties;
the determination of the fair values of unquoted available-for-sale investments;
the determination of investment property values by independent valuers;
the determination of the fair value of options granted under the employee share option scheme;
the assessment of adequacy of provision for income taxes; and
the level of impairment of goodwill.
These estimates and judgements are however not expected to have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
5.Revenue, finance income and other miscellaneous gains (net)
Revenue from property development Revenue from property investments Gross revenue from hotel operations Revenue from trading and retail
operations and management services
Dividend income
104,411
95,138
259,576
-
9,599
-
8,918
-
10,823
32,939
11,431
34,926
-
81,203
63,788
605,121
505,482
90,802
72,706
2,901
-
3,095
365
273
9,078
-
726
278
3,592
80
13,111
2,707
17
(87)
6,392
7,300
335
1
-
6,634
13,674
15,828
14,028
-
3,329
-
-
-
5,115
15,908
6,647
-
746
15,908
916
Other miscellaneous gains
5,115
25,884
746
16,824
616,870
545,040
107,376
103,558
Interest income
- fixed deposits with financial institutions
- loans to subsidiaries
- loans to associated companies
- others Currency exchange gain/(loss) - net
Finance income
Deferred income recognised
Gain on option relating to
Exchangeable Notes
Other income The Company
2006
2005
$’000
$’000
169,297
92,000
300,062
Total revenue The Group
2006
2005
$’000
$’000
70
UOL GROUP LIMITED
Annual Report 2006
6.Expenses by nature
Purchases Depreciation of property, plant and
equipment (Note 22)
Amortisation of trademark (included in
‘Other operating expenses’) [Note 23(a)]
Total depreciation and amortisation
Negative goodwill taken to income statement
Property, plant and equipment written off
and net loss on disposals
Auditors’ remuneration paid/payable to:
- auditors of the Company
- other auditors Other fees paid/payable to:
- auditors of the Company
- other auditors Employees compensation (Note 7)
Rent paid to a subsidiary
Rent paid to third parties
Rent received from a subsidiary
Heat, light and power
Property tax Development cost included in cost of sales
Inventory write-down
Advertising and promotion
Management fees Other expenses
Currency exchange loss/(gain) - net
Total cost of sales, marketing and
distribution, administrative and
other operating expenses
7.Employee compensation
Wages and salaries Employer’s contribution to defined
contribution plans including
Central Provident Fund
Retirement benefits Share options granted to directors
and employees
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
32,293
32,224
-
-
36,691
35,280
492
485
100
36,791
-
100
35,380
(382)
-
492
-
485
-
3,967
603
269
56
92
110,176
-
617
-
19,879
12,544
131,004
345
15,476
6,022
76,337
61
7,254
460
296
133
124
99,076
-
612
-
17,165
11,096
80,813
114
11,929
4,311
67,303
(104)
-
148
-
24
-
5,018
251
-
(513)
836
773
-
-
110
-
4,881
-
43
107
-
446,532
367,804
The Group
2006
2005
$’000
$’000
12,020
66
4,355
251
(452)
738
645
93
3,460
-
9,791
The Company
2006
2005
$’000
$’000
101,824
91,388
9,383
7,939
7,434
292
6,772
285
618
-
534
-
626
631
405
420
Less: Recharged to subsidiaries
110,176
-
99,076
-
10,406
(5,388)
8,893
(4,538)
110,176
99,076
5,018
4,355
UOL GROUP LIMITED
Annual Report 2006
71
8.Other gains - exceptional items
The Group
2006
2005
$’000
$’000
Fair value reserve transferred to income
statement on disposal of/return of
capital from an available-for-sale
financial asset 1,006
60
Impairment charge on investment in
subsidiaries (Note 20)
-
-
Write-back of impairment charge on
investment in subsidiaries (Note 20)
-
-
Negative goodwill on acquisition of an
associated company
14,388
-
Gain on liquidation of subsidiaries
-
392
Gain on disposal of an associated company
[See note below]
146,094
-
Loss on liquidation of subsidiaries/ an
associated company
(40)
(13)
Gain on sale of a subsidiary [Note 12(e)]
86,717
-
Gain on sale of available-for-sale financial assets
- unlisted equity shares
-
55
248,165
494
The Company
2006
2005
$’000
$’000
-
-
-
(30)
67,170
16,450
-
-
-
146,605
-
-
-
-
-
213,775
16,420
-
On 11 March 2006, the Company invested in a joint venture to redevelop certain properties in Singapore.
The joint venture did not proceed subsequently and on 27 October 2006, the Company received
consideration from the joint venture partner, determined on a willing buyer, willing seller basis, for
the buyout of all of the Company’s share in the joint venture.
9.Finance expense
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
Interest expense
- bank loans
- bank overdrafts
- subsidiaries - loans from minority shareholders
of subsidiaries
- others Less: Amount capitalised to development
properties [Note 14(a)]
Bank facility fees
Amortisation of bond discount
25,561
281
-
13,590
237
12,867
17,136
-
-
4,626
12,867
25,842
26,694
17,136
17,493
37,065
71
-
15,742
78
-
9,786
-
7,350
4
4,622
762
-
190
14
-
-
-
37,898
16,024
17,136
4,626
(12,337)
(2,434)
-
-
72
UOL GROUP LIMITED
Annual Report 2006
10.Income taxes
(a)
Income tax expense
Tax expense attributable to profit is
made up of:
Current income tax
- Singapore
- foreign Deferred income tax (Note 29)
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
20,870
3,191
8,774
22,226
2,657
6,373
16,700
-
10
14,602
-
Deferred income tax asset previously
not recognised (Note 29) 32,835
31,256
16,710
14,602
-
(1,774)
-
-
(Over)/under provision in preceding
financial years
- Singapore current income tax
[Note (b) below]
- deferred income tax (Note 29) 32,835
29,482
16,710
14,602
33,773
1,431
(493)
348
156
29,986
-
(258)
16,452
14,602
The tax expense on profit for the financial year differs from the amount that would arise using the
Singapore standard rate of income tax due to the following:
Profit before tax
The Group
2006
2005
$’000
$’000
406,799
Tax calculated at a tax rate of
20% (2005: 20%)
81,360
Effects of: - Singapore statutory stepped income
exemption
(219)
- Effect of different tax rates in other
countries 1,821
- Income not subject to tax
(51,200)
- Deferred tax on unremitted foreign
income 253
- Expenses not deductible for tax purposes 5,649
- Utilisation of previously unrecognised
tax losses (3,438)
- Deferred tax assets not recognised
in the current financial year 1,154
- Share of tax of associated companies
(2,545)
Tax charge
32,835
The Company
2006
2005
$’000
$’000
149,835
291,995
92,694
29,967
58,399
18,539
(186)
(11)
(12)
2,164
(4,928)
-
(42,845)
(6,629)
972
5,387
-
1,167
2,704
(5,986)
-
-
1,684
408
-
-
-
29,482
16,710
14,602
UOL GROUP LIMITED
Annual Report 2006
73
10.Income taxes (continued)
(b) Movements in current income tax liabilities
At the beginning of the financial year
Currency translation differences Income tax paid
Tax expense on profit [Note (a) above]
- current financial year - under provision in preceding
financial years
Tax deducted at source
Acquisition of a subsidiary [Note 12(e)]
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
99,330
34
(17,662)
92,798
(140)
(11,821)
79,530
-
(952)
77,543
-
24,061
24,883
16,700
14,602
1,431
(6,221)
674
348
(6,738)
-
-
(16,164)
-
(12,615)
-
At the end of the financial year
101,647
99,330
79,114
79,530
Comprise: Current income tax assets
Current income tax liabilities
(156)
101,803
(1,448)
100,778
-
79,114
79,530
101,647
99,330
79,114
79,530
11. Earnings per share
(a)
Basic earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial year.
The Group
2006
2005
Net profit attributable to equity holders of the Company ($’000) 339,444
100,070
794,006
793,120
42.75
12.62
Weighted average number of ordinary shares in issue for basic
earnings per share (‘000)
Basic earnings per share (cents per share)
(b) Diluted earnings per share
For the purpose of calculating diluted earnings per share, profit attributable to equity holders of
the Company and the weighted average number of ordinary shares outstanding are adjusted for
the effects of all dilutive potential ordinary shares. As at 31 December 2006, the Company’s dilutive
potential ordinary shares are its share options. 74
UOL GROUP LIMITED
Annual Report 2006
11.Earnings per share (continued)
(b) Diluted earnings per share (continued)
The weighted average number of shares in issue is adjusted as if all share options that are dilutive were
exercised. The number of shares that could have been issued upon the exercise of all dilutive share
options less the number of shares that could have been issued at fair value (determined as the Company’s
average share price for the financial year) for the same total proceeds is added to the denominator
as the number of shares issued for no consideration, with no adjustment to earnings (numerator).
Net profit attributable to equity holders of the Company ($’000) 339,444
100,070
Weighted average number of ordinary shares in issue for basic
earnings per share (‘000)
Adjustments for share options
794,006
349
793,120
68
Weighted average number of ordinary shares for diluted
earnings per share
794,355
793,188
Diluted earnings per share (cents per share)
42.73
12.62
The Group
2006
2005
The changes in accounting policies did not materially affect the basic and diluted earnings per share
for the current and prior year.
12.Cash and bank balances
Cash at bank and on hand
Fixed deposits with financial institutions
(a)
Cash and bank balances were denominated in the following currencies:
Singapore Dollar
United States Dollar Australian Dollar
Malaysian Ringgit
Renminbi Others
57,982
13,989
45,240
3,823
8,214
1,049
37,527
14,994
41,420
3,618
5,303
1,641
12
-
-
-
-
-
1,502
-
130,297
104,503
12
1,502
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
31,881
98,416
19,117
85,386
-
12
390
1,112
130,297
104,503
12
1,502
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
UOL GROUP LIMITED
Annual Report 2006
75
12.Cash and bank balances (continued)
(b) The fixed deposits with financial institutions for the Group and Company mature on varying dates
within 12 months (2005: 12 months) from the end of the financial year and have the following
weighted average effective interest rates as at the balance sheet date:
Singapore Dollar
United States Dollar Australian Dollar
Malaysian Ringgit
(c)
Fixed deposits of the Group amounting to $2,837,000 (2005: $3,069,000) have been pledged
as security for banking facilities of the Group (Note 33).
The Group
2006
2005
%
%
3.2
4.4
6.1
2.6
2.9
3.7
5.5
2.6
The Company
2006
2005
%
%
1.0
-
-
-
3.0
-
(d) For the purposes of the consolidated cash flow statement, the consolidated cash and cash equivalents
comprised the following:
Cash and bank balances [Note 12(a)]
Less:
Fixed deposits pledged as security
Bank overdrafts (secured) (Note 25)
Bank overdrafts (unsecured) (Note 25)
Cash and cash equivalents per consolidated cash flow statement The Group
2006
2005
$’000
$’000
130,297
(2,837)
-
(794)
104,503
(3,069)
(757)
(42)
126,666
100,635
(e) Acquisition and disposal of subsidiaries
The aggregate effects of the acquisition of Hotel Negara Limited (“HNL”) [see Note 20(d)] and disposal
of Hotel Grand Plaza (Singapore) Pte Ltd (“HGP”) [see Note 20(e)] on the cash flows of the Group
were as follows:
The Group
Acquisition
Disposal
Carrying Carrying
amounts in
amounts in
At fair values HNL’s books HGP’s books
$’000
$’000
$’000
Identifiable assets and liabilities Cash and cash equivalents
Inventories
Investment property (Note 21) Property, plant and equipment (Note 22)
Available-for-sale financial assets (Note 16)
Other current assets
1,238
1,443
113
-
140,900
7,452
-
1,238
1,443
113
-
64,050
7,452
-
(2,138)
(1,389)
(191)
(3,394)
(90,567)
(118)
Total assets
151,146
74,296
(97,797)
76
UOL GROUP LIMITED
Annual Report 2006
12.Cash and bank balances (continued)
(e) Acquisition and disposal of subsidiaries (continued)
Trade and other payables
Shareholder’s loans
Borrowings Current income tax liabilities [Note 10(b)]
Deferred income tax liabilities (Note 29)
(1,614)
-
(12,800)
(674)
(1,408)
(1,614)
-
(12,800)
(674)
(1,408)
2,895
38,751
2,040
Total liabilities Identifiable net assets acquired/(disposed of )
Cash consideration paid
Less: Cash and cash equivalents
in subsidiary acquired Net cash outflow on acquisition (16,496)
(16,496)
43,686
134,650
57,800
(54,111)
134,650
(1,238)
133,412
The aggregate cash inflows arising from the disposal of HGP were as follows:
$’000
Identifiable net assets disposed (as above)
Transfer from shareholders’ equity – asset revaluation reserve [Note 31(c)]
Gain on disposal (Note 8)
54,111
(479)
86,717
Cash proceeds from disposal
Repayment of shareholder’s loans
Less: Cash and cash equivalents in subsidiary disposed
140,349
38,751
(2,138)
Net cash inflow on disposal
176,962
The Group
Acquisition
Carrying amounts in At fair values
HNL’s books
$’000
$’000
Disposal
Carrying
amounts in
HGP’s books
$’000
UOL GROUP LIMITED
Annual Report 2006
77
13.Trade and other receivables
Current Trade receivables: - non-related parties - associated companies
Less: Allowance for impairment of
receivables – non-related parties
Trade receivables – net
Other receivables: - subsidiaries (non-trade)
- associated companies (non-trade)
- loan to an associated company (unsecured)
- sundry debtors
Non-current
Loans to - subsidiaries (unsecured)
- associated companies (unsecured)
Total trade and other receivables
(a)
The Group
2006
2005
$’000
$’000
19,853
5
(693)
20,114
-
(227)
The Company
2006
2005
$’000
$’000
221
-
(6)
110
(6)
19,165
19,887
215
104
-
3,278
7,765
1,437
-
340
7,765
1,356
3,164
2,890
-
23
1,677
335
68
12,480
9,461
6,077
2,080
31,645
29,348
6,292
2,184
-
87,574
-
83,084
225,724
79,391
249,554
74,233
87,574
83,084
305,115
323,787
119,219
112,432
311,407
325,971
Impairment loss on trade receivables for the Group recognised as an expense and included in
‘Administrative expenses’ amounted to $535,000 (2005: $140,000).
(b) Current and non-current trade and other receivables were denominated in the following currencies
at the balance sheet date:
Singapore Dollar
United States Dollar
Australian Dollar
Malaysian Ringgit
Others
101,486
10,651
3,360
2,339
1,383
93,832
10,920
4,146
2,777
757
311,407
-
-
-
-
325,850
121
-
119,219
112,432
311,407
325,971
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
78
UOL GROUP LIMITED
Annual Report 2006
13.Trade and other receivables (continued)
(c)
Interest rate risk
(i)
Repricing analysis
The non-trade amounts due from subsidiaries and associated companies are interest free.
The loans to subsidiaries and associated companies are on fixed or floating rate basis and the
following table shows the loans categorised by the earlier of repricing or expected maturity dates:
The Group
The Company
Floating Fixed
rates
rates
Less than Less than
1 year
1 year
$’000
$’000
Fixed
rates
1 to 5
years
$’000
Interest
free
$’000
Floating
rates
Less than
1 year
$’000
-
-
-
171,602
50,905
3,217
7,765
20,730
8,183
58,661
20,730
-
-
-
-
212,635
36,798
121
7,765
19,200
8,851
55,033
19,200
-
2006
Loans to subsidiaries
-
Loans to associated
companies 58,661
2005
-
Loans to associated
companies 55,033
(ii)
Effective interest rates
Fixed
rates
1 to 5 Interest
years
free
$’000 $’000
The weighted average effective interest rates for the loans to subsidiaries and associated
companies at the balance sheet date were as follows:
The Group
2006
2005
%
%
The Company
2006
2005
%
%
- floating rate
- fixed rate
-
-
-
-
3.9
2.5
3.4
2.5
Loans to associates
- floating rate
- fixed rate
3.6
3.5
2.4
3.6
3.6
3.0
2.4
3.0
(d) Maturity of loans to subsidiaries and associated companies
The non-trade amounts due from subsidiaries and associated companies are repayable on demand.
The loan to an associated company of $7,765,000 (2005: $7,765,000) is repayable in December 2007
or upon demand by the Company at any time. The non-current loans to subsidiaries and associated
companies have no fixed terms of repayment but are not expected to be repaid within twelve months
from the balance sheet date.
UOL GROUP LIMITED
Annual Report 2006
79
13.Trade and other receivables (continued)
(e) The loans to subsidiaries and associated companies subordinated to the secured bank loans of the
respective subsidiaries and associated companies are as follows:
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
Loans subordinated to secured bank loans:
-
Loans to associated companies 69,840
-
74,233
98,742
69,840
206,543
74,233
69,840
74,233
168,582
280,776
14. Development properties
Costs of land Development costs Property taxes, interests and overheads
527,169
74,408
27,236
250,563
31,300
9,261
Development profits Progress billings
628,813
66,018
(117,188)
291,124
27,846
(70,439)
577,643
248,531
(a)
Borrowing costs of $12,337,000 (2005: $2,434,000) arising on financing specifically entered into
for the development of properties were capitalised during the financial year and are included
in development properties. A capitalisation rate of 3.91% (2005: 3.16%) per annum was used,
representing the borrowing costs of the loans used to finance the projects.
The Group
2006
2005
$’000
$’000
(b) Bank borrowings and other banking facilities are secured on certain development properties of the
Group [Note 25(a)].
80
UOL GROUP LIMITED
Annual Report 2006
14. Development properties (continued)
(c)
Details of the Group’s development properties are as follows:
Property Twin Regency A residential development
comprising 234 units of
condominium apartments
Newton Suites A residential development
Regency Suites A development comprising
104 units of mixed office and
residential condominium
apartments
Persiaran Hampshire
A proposed residential
development comprising
apartments at Kuala Lumpur
Pavilion 11
A proposed residential
apartments
The Regency @ Tiong Bahru
A residential development
Duchess Walk A proposed residential
apartments
Southbank
A development comprising
273 units of mixed office and
residential condominium apartments
Tenure
Stage of of land completion
Expected
completion
date
Freehold
96.2%
1st Quarter 2007
Freehold
74.3% 2nd Quarter 2007
Site area/ Effective
gross floor interest in
area (Sq. m) property
9,675/29,696
70%
3,842/10,755
100%
80%
Freehold
15.6%
4th Quarter 2008
3,790/11,371
Freehold
-
1st Quarter 2010
4,573/32,578
55%
7,585/21,237
100%
Freehold
- 2nd Quarter 2009
Freehold
-
4th Quarter 2009
6,129/18,201
60%
- 2nd Quarter 2009 14,144/19,802
70%
Freehold
99 year
leasehold
-
1st Quarter 2010
3,852/24,161
70%
UOL GROUP LIMITED
Annual Report 2006
81
15.Inventories
Trading stock Food and beverages Spares for maintenance
The Group
2006
2005
$’000
$’000
1,650
2,033
1,279
2,112
2,097
923
4,962
5,132
The cost of inventories recognised as expense and included in ‘cost of sales’ amounted to $32,293,000
(2005: $32,224,000).
During the year, the Group made an inventory write-down of $345,000 (2005: $114,000) which has been
included in “Other operating expenses” in the income statement.
16. Available-for-sale financial assets
At the beginning of the financial year Acquisition of a subsidiary [Note 12(e)] Additions Disposals Transfer to ‘associated companies’ arising
from acquisition of additional
percentage holdings
Reversal of fair value reserve arising
from available-for-sale financial
asset becoming an associated
company [Note 31(b)]
Return of capital
Fair value gains recognised
in equity [Note 31(b)]
331,718
87,584
142,042
37,042
Less: Non-current portion
1,111,051
(544,129)
811,607
(410,639)
593,871
(26,949)
484,591
(83,623)
Current portion
566,922
400,968
566,922
400,968
At the balance sheet date, available-for-sale financial assets included the following:
Listed securities:
- Equity shares 1,077,999
720,901
566,922
Unlisted securities: - Equity shares 33,033
90,687
26,949
- Preference shares 19
19
-
400,968
The available-for-sale financial assets are denominated in Singapore Dollar.
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
811,607
7,452
47,037
(6,908)
709,512
-
15,453
(661)
(48,812)
-
(48,812)
-
(30,987)
(56)
-
(281)
(30,987)
-
-
1,111,051
811,607
484,591
-
47,037
-
593,871
432,096
15,453
-
83,623
484,591
82
UOL GROUP LIMITED
Annual Report 2006
17.Other current assets
Deposits Prepayments
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
2,850
4,444
14,590
4,382
1,525
231
100
198
7,294
18,972
1,756
298
18.Investment property held for sale
Investment property Prepayments 137,770
78
-
137,848
-
Liabilities directly associated with investment property held for sale:
Rental deposits 2,212
-
2,212
-
The Group
2006
2005
$’000
$’000
19. Associated companies
Equity investments at cost
At the beginning of the financial year 32,307
Additions 125,348
Reclassification from available-for-sale
financial asset arising from acquisition of
additional percentage holdings (Note 16) 48,812
Liquidation of an associated company (440)
Share of results 14,138
Share of movements in asset revaluation
reserve [Note 31(c)]
4,139
Dividends received, net of tax
(2,176)
(310)
221,818
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
112,086
1,000
34,009
535
-
-
(1,201)
-
(1,090)
54
32,307
UOL GROUP LIMITED
Annual Report 2006
83
19. Associated companies (continued)
(a)
The summarised financial information of associated companies were as follows:
- Assets - Liabilities
- Revenues
- Net profit/(loss)
The Group
2006
2005
$’000
$’000
1,690,247
741,963
246,719
53,312
695,674
402,267
61,359
(6,053)
(b) The share of associated company’s contingent liabilities incurred jointly with other investors
amounted to $9,975,000 (2005: $10,789,000).
(c)
Contingent liabilities of the associated company in which the Group is severally liable (Note 33)
amounted to $17,387,000 (2005: $18,805,000).
(d) The associated companies are:
Name of companies
Principal activities
Country of
business/
incorporation
Equity holding
2006 2005
%
%
Accounting
year end
Tampines Condominium
Pte Ltd**
Aquamarina Hotel Private Limited**
In the process
of liquidation
Hotelier
Singapore
Singapore
-
25 by
UEI
40 by
UOL
31 December
25 by
UEI
31 December
Ardenis Pte Ltd (“Ardenis”)**
Investment holding
Singapore
35 by
UOD
35 by
UOD
31 December
Pilkon Development Company Limited*
Investment holding
The British
Virgin Islands
39.35 39.35
31 December
by HPL by HPL
PPHR (Thailand) Company Limited
Marketing agent
Thailand
48.97 48.97
31 December
by PHM by PHM
Brendale Pte Ltd**
Vista Development Pte Ltd**
Singapore
Singapore
30 by
UOL
30 by
UOL
31 December
30 by
UOL
30 by
UOL
31 December
Park Developments Pte. Ltd.**
Marina Centre Holdings
Pte Ltd (“MCH”)**
[Note (f ) below]
Property
development
Hotelier and
property
investment
Singapore
Singapore
50 by
UOL
23 by
UOL
-
31 December
-
31 December
*
**
Not required to be audited under the laws of the country of incorporation.
Audited by PricewaterhouseCoopers, Singapore
84
UOL GROUP LIMITED
Annual Report 2006
19. Associated companies (continued)
(e) Ardenis has a 97% interest in Shanghai Xin Yue Real Estate Development Co., Ltd, a company whose
country of incorporation and place of business is The People’s Republic of China and whose principal
activity is that of property development.
(f )
In the previous financial year, the Company holds a 12.7% interest in MCH and accounted for this
investment as an available-for-sale financial asset. In May 2006, the Company made an additional
acquisition of 10% interest in MCH. The acquisition resulted in the Company holding a total interest
in MCH of 22.67% and consequently MCH became an associated company.
Upon MCH becoming an associated company, the fair value gains amounting to $30,987,000,
previously recognised when the investment was an available-for-sale financial asset, was reversed
[see Note 16 and 31(b)] and the investment is now carried at cost less accumulated impairment losses
in the Company’s balance sheet in accordance with the accounting policy set out in Note 2.9.
20.Subsidiaries
Listed investments at cost
The Company
2006
2005
Cost Market value
Cost Market value
$’000
$’000
$’000
$’000
103,383
481,827
101,594
327,874
Unlisted investments at cost
956,471
820,521
1,059,854
922,115
Less accumulated impairment charge:
At the beginning of the financial year Impairment charge for the financial
year [Note 8] Write-back of impairment charge for the
financial year [Note (a) below]
(94,330)
-
(30)
67,170
16,450
(10,740)
(77,910)
844,205
(a)
Write-back of impairment charge
A write-back of impairment charge of $67,170,000 (2005: $16,450,000) was recognised for certain
of the Company’s unlisted investments in subsidiaries, being the difference between the carrying
amount of the investment and its recoverable amount. The recoverable amount was determined
for individual subsidiaries and represents the net tangible assets of the subsidiaries adjusted where
applicable for valuation of assets at the end of the financial year.
(77,910)
1,049,114
UOL GROUP LIMITED
Annual Report 2006
85
20.Subsidiaries (continued)
(b) The subsidiaries are:
Name of companies
Held by the Company
Hotel Plaza Limited (“HPL”) Principal activities
Country of
business/
incorporation Cost of investment Equity Holding
2006
2005
2006 2005
$’000
$’000 %
%
Hotelier, property Singapore
owner and
investment holding
103,383
101,594 77.71 77.33
Hotel Negara Limited Hotelier
(“HNL”) [Note (d) below]
Singapore
134,650
- 100
-
UOL Property Investments Pte Ltd
Property
investment
Singapore
76,006
76,006 100
100
UOL Capital Property
Investments Pte. Ltd. investment
(previously known as
“UOL Tiong Bahru Plaza
Pte Ltd”)
Singapore
52,000
52,000 100
100
UOL Overseas Development Pte. Ltd. (“UOD”) UOL Development Pte Ltd
Singapore
50,000
50,000 100
100
Singapore
20,000
20,000 100
100
UOL Equity Investments Investment
Pte Ltd (“UEI”)
holding
Singapore
280,000
280,000 100
100
UOL Overseas Investments Pte Ltd
Investment
holding
Singapore
30,500
30,500 100
100
UOL Management Services Pte Ltd Property
Singapore
management
services & investment
2,041
2,041 100
100
Parkroyal Hospitality
Pte. Ltd. United Venture Furnishings Pte Ltd
Property
development and
investment holding
Property
development Management of
Singapore
service apartments
Distributor of
Singapore
furniture and
related accessories
~
~ 100
100
2,651
2,651 100
100
86
UOL GROUP LIMITED
Annual Report 2006
(b) The subsidiaries are: (continued)
Name of companies
Country of
business/
incorporation Cost of investment Equity Holding
2006
2005
2006 2005
$’000
$’000
%
%
Held by the Company
Mod.Living Pte Ltd
UOL Development (Novena) Pte Ltd
Distributor of Singapore
furniture and
related accessories Property
development
Singapore
Novena Square Investments Ltd Novena Square Development Ltd
Secure Venture Investments Limited
(“SVIL”)*
Kings & Queens Development Pte. Ltd.
Regency One Development Pte. Ltd.
UOL Project Management Services
Pte. Ltd. Property
investment
Property
investment
Investment
holding
United Regency Pte. Ltd.
Duchess Walk Pte. Ltd.
UOL Claymore Investments Pte. Ltd.
Property
development
Property
development
Project
management
services
Property
development
Property
development
Property
investment
1,000
1,000
100 41,436
41,436
100
100
Singapore 162,000
162,000
60
60
100
Singapore
42,000
42,000
60
60
Hong Kong
24,972
24,972
100
100
Singapore
35,000
35,000
70
70
Singapore
800
800
80
80
Singapore
115
115
100
100
Singapore
600
~
60
60
Singapore
700
-
70
-
Singapore
~
-
100
-
1,059,854
922,115
UOL GROUP LIMITED
Annual Report 2006
87
Name of companies
Held by subsidiaries
Country of
business/
incorporation
Equity Holding 2006
2005
%
%
55 by UOD
55 by UOD
100 by UOD
100 by UOD
The People’s
Republic of China 80 by UOD
-
100 by SVIL
100 by SVIL
Singapore
-
100 by HPL
Hotelier
Singapore
100 by HPL
100 by HPL
Hotel manager
and operator
Singapore
100 by HPL
100 by HPL
Singapore
100 by HPL
100 by HPL
Singapore
100 by HPL
100 by HPL
Malaysia
100 by HPL
100 by HPL
Promatik Emas Sdn. Bhd.* Property development Malaysia
Star Valuations Sdn Bhd*
Chengdu United
Development Co., Ltd
Hua Ye Xiamen Hotel Hotelier
Limited (previously
known as Dahua Xiamen Development Limited)*
The People’s Republic
of China
Hotel Grand Plaza (Singapore) Pte Ltd
[Note (e) below]
New Park Hotel (1989) Pte Ltd Parkroyal Hospitality Management Pte Ltd (“PHM”) (previously
known as Plaza Pacific
Hotels & Resorts
International Pte Ltd)
Hotelier
Success Venture Investments (Australia) Ltd (“SVIA”)
Rental of service apartments
In the process
of liquidation
United Lifestyle Holdings Investment holding
Pte Ltd (“ULH”)
HPL Overseas Investments Investment holding
Pte Ltd (“HOI”)
Premium Properties Investment holding
Sdn Bhd (“PPSB”)*
President Hotel Hotelier
Sdn Berhad (“PHSB”)*
Investment holding
Malaysia
Malaysia
The British
Virgin Islands
66.67 by PPSB 66.67 by PPSB
and 33.33 and 33.33
by HPL by HPL
60 by HPL
60 by HPL
88
UOL GROUP LIMITED
Annual Report 2006
Name of companies
Country of
business/
incorporation
Held by subsidiaries
Success Venture Investments (WA) Limited (“SVIWA”)
Investment holding
The British
Virgin Islands
Dormant
Dormant
Dormant
Australia
Malaysia
Malaysia
Manage and operate health and beauty
retreats and facilities
Operator of restaurants and bars
Investment holding
Success City Pty Limited*
Grand Elite Sdn. Bhd.*
Grand Elite (Penang)
Sdn. Bhd.*
St Gregory Spa Pte Ltd
Dou Hua Restaurants
Pte Ltd
Suten Investment & Development
Pte Ltd (“SID”)
SGN Investment Pte Ltd
PID Investments
Pte Ltd (“PIDI”)
Yangon Investment Pte Ltd (“YIPL”)
Yangon Hotel Limited
(“YHL”)**
Westlake International Company*
Suzhou Wugong Hotel Co., Ltd*
Success Venture Pty. Limited*
Investment holding
Garden Plaza Company Limited*
Equity Holding 2006
2005
%
%
100 by HPL
95 by HPL
100 by HPL
95 by HPL
100 by PHSB
100 by PHSB
100 by PHSB
100 by PHSB
Singapore
100 by ULH
100 by ULH
Singapore
100 by ULH
100 by ULH
Singapore
100 by HOI
100 by HOI
100 by HOI
100 by HOI
100 by HOI
100 by HOI
Singapore
100 by HOI
100 by HOI
Hotelier
Myanmar
95 by YIPL
95 by YIPL
Hotelier
Vietnam
75 by PIDI
75 by PIDI
Hotelier
The People’s
100 by SID
Republic of China
90 by SID
and 10 by SGNI
Trustee company
Australia
100 by SVIA
100 by SVIA
Hotelier
Vietnam
100 by HPL
100 by HPL
In process of liquidation Singapore
Investment holding
Singapore
UOL GROUP LIMITED
Annual Report 2006
89
(c)
The following unit trusts are held by:
Name of unit trusts
Country of
business/
consititution
SVIA
Success Venture (Darling Harbour)
Unit Trust*
Success Venture (Parramatta) Unit Trust*
SVIWA
Success Venture (WA) Unit Trust*
Hotelier
Australia
100
100
Hotelier
Australia
100
100
Hotelier
Australia
100
100
~
*
**
Units held
2006
%
2005
%
Less than $1,000
Companies audited by PricewaterhouseCoopers firms outside Singapore.
Company audited by Myanmar Vigour Company Limited. YHL is not a significant subsidiary
as defined under Rule 718 of the Listing Manual of the Singapore Exchange Securities
Trading Limited.
(d) Acquisition of a subsidiary
On 24 June 2006, the Company acquired 54.5% of the issued share capital of HNL from United
Overseas Bank Limited (“UOB”) and its related companies. A director and controlling shareholder
of UOB is also a director of the Company. The remaining 45.5% were acquired through a Mandatory
General Offer. The total cash consideration paid was $134,650,000.
HNL contributed revenue of $9,816,000 and net profit of $5,637,000 to the Group for the period from
1 July 2006 to 31 December 2006. The subsidiary’s assets and liabilities at 31 December 2005 were
$74,446,000 and $19,016,000 respectively. If the acquisition had occurred on 1 January 2006, Group
revenue would have been increased by $7,278,000 and net profit by $3,124,000 for the financial year
ended 31 December 2006.
Fair value of identifiable net assets at the date of acquisition amounted to $134,650,000, resulting
in no goodwill recognised on acquisition. Details of identifiable net assets acquired are disclosed in
Note 12(e).
(e) Disposal of a subsidiary
On 3 October 2006, a subsidiary entered into an agreement to dispose of the subsidiary’s 100% interest
in Hotel Grand Plaza (Singapore) Pte Ltd for a cash consideration of $140,349,000 net of transaction
costs. The sale was completed on 28 December 2006, and the carrying value of the identifiable net
assets disposed of amounted to $53,632,000, resulting in a gain on disposal of $86,717,000. Please
refer to Note 12(e) for the effect of disposal of the subsidiary on the Group’s cash flows.
90
UOL GROUP LIMITED
Annual Report 2006
21.Investment properties
At the beginning of the financial year Currency translation differences
Additions during the financial year
Disposal of a subsidiary [Note 12(e)] Investment property held for sale
[Note (a) below]
Transfer to property, plant and equipment
(Note 22) Write-back of over-accruals Revaluation surplus recognised in asset
revaluation reserve [Note 31(c)] At the end of the financial year
(a)
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
1,545,193
(143)
43,463
(3,394)
1,500,945
267
6,202
-
224,236
-
7,776
-
209,522
4,074
-
(137,770)
-
-
-
(18,043)
-
-
(87)
-
-
-
228,779
37,866
46,679
10,640
1,658,085
1,545,193
278,691
224,236
The Group entered into a sale and purchase agreement on 9 October 2006 to sell one of its investment
properties, known as Central Plaza, for a total consideration of $175,000,000. Accordingly, the carrying
amount of this property has been transferred to “Investment property held for sale” (Note 18). The
sale was completed on 9 January 2007.
(b) Investment properties are valued annually on 31 December by firms of professional valuers, on an
open market existing use basis. It is the intention of the Directors to hold the investment properties
for the long term.
(c)
The investment properties are leased to third parties under operating leases [Note 34(d)].
(d) Bank borrowings are secured on certain investment properties of the Group amounting to
$675,300,000 (2005: $594,935,000) [Note 25(a)].
UOL GROUP LIMITED
Annual Report 2006
91
21.Investment properties (continued)
(e) The details of the Group’s investment properties at 31 December 2006 were:
Odeon Towers - a 23-storey commercial building and a 2-storey podium block with 3 basement levels at North Bridge Road, Singapore
999-year
leasehold
from 1827
UOL Building
- under construction commencing April 2005 to convert into a new 16-storey office-cum serviced apartment
Freehold
Faber House
- retained interests in a 12-storey commercial building and a 49-lot carpark at Orchard Road,
Singapore
United Square - a commercial building comprising a 4-storey retail Freehold
podium with a basement, a 30-storey office tower
and 7 carpark decks at Thomson Road, Singapore Central Plaza [see Note 21(a)]
- a 20-storey office block at Tiong Bahru Road, Singapore
Novena Square Eunos Warehouse Complex - 2 units in a 4-storey flatted warehouse at Kaki Bukit Road 2, Singapore
60-year lease
from 1982
The Plaza
99-year lease
from 1968
-
-
Tenure of land
Freehold
99-year lease
from 1991
retained interests in a commercial building 99-year lease
comprising two blocks of 18 and 25-storey office from 1997
towers and a 3-storey retail podium with elevated
car parks at Thomson Road, Singapore
retained interests in a 32-storey tower block comprising restaurants, function rooms, shops, offices and service apartments and an adjacent
4-storey commercial building and a 641-lot car
park at Beach Road, Singapore
Shopping Arcade
at Parkroyal on Kitchener Road - a shopping arcade at Kitchener Road, Singapore
Freehold
One Residency - under construction to build a 290-unit service
apartment with car parks at Geran No. 26595,
Lot 692 Seksyen 57, Kuala Lumpur, Malaysia
Freehold
92
UOL GROUP LIMITED
Annual Report 2006
22. Property, plant and equipment
The Group
Cost or valuation
At 1 January 2006
Cost Valuation 290,890
-
254,362
41,575
362,608
-
2,538
-
290,890
Currency translation differences (1,639)
Acquisition of a subsidiary
132,443
Additions 397
Disposals (309)
Reclassification (2,580)
Transfer from investment
property (Note 21)
11,341
Disposal of a subsidiary -
295,937
(9,190)
-
770
(2,162)
(2,715)
362,608
(9,267)
28,225
15,078
(15,052)
10,304
2,538
(102)
-
150
(380)
-
1,238 953,211
(7) (20,205)
- 160,668
10,855
27,250
- (17,903)
(5,009)
-
6,617
(92,400)
85
(34,731)
-
-
-
18,043
- (127,131)
At 31 December 2006
419,223
11,320
196,857
357,250
2,206
7,077
993,933
154,269
42,588
357,250
-
2,206
-
7,077
-
940,025
53,908
430,543
Accumulated depreciation
At 1 January 2006 46,115
(253)
4,195
Charge for the financial year
4,120
Disposals (17)
Reclassification 39
Disposal of a subsidiary
-
196,857
357,250
2,206
7,077
993,933
67,008
(2,227)
-
6,128
(1,033)
-
(13,793)
221,603
(5,492)
15,573
26,216
(11,840)
(39)
(22,771)
2,095
(72)
-
227
(365)
-
-
-
-
-
-
-
-
-
336,821
(8,044)
19,768
36,691
(13,255)
(36,564)
At 31 December 2006
56,083
223,250
1,885
-
335,417
Net book value
at 31 December 2006
140,774
134,000
321
Plant,
equipment,
Land and buildings
furniture
Motor
Freehold Leasehold and fittings vehicles
$’000
$’000
$’000
$’000
54,199
Renovation
in progress
$’000
Total
$’000
1,238
-
911,636
41,575
376,344
7,077 658,516
UOL GROUP LIMITED
Annual Report 2006
93
22. Property, plant and equipment (continued) Plant,
equipment,
Land and buildings
furniture
Motor
Freehold Leasehold and fittings vehicles
$’000
$’000
$’000
$’000
Renovation
in progress
$’000
Total
$’000
878,890
41,575
The Group (continued)
Cost or valuation
At 1 January 2005
-
236,172
41,575
334,271
-
2,132
-
12,094
-
294,221
Currency translation differences (2,830)
Additions 324
Disposals -
Reclassification (825)
277,747
4,677
1,067
(5,593)
18,039
334,271
976
17,428
(11,480)
21,413
2,132
35
438
(67)
-
12,094 920,465
43
2,901
27,728
46,985
- (17,140)
(38,627)
-
At 31 December 2005
290,890
-
295,937
254,362
41,575
362,608
2,538
1,238
953,211
362,608
-
2,538
-
1,238
-
911,636
41,575
290,890
295,937
362,608
2,538
1,238
953,211
At 1 January 2005 Currency translation differences
Charge for the financial year
Disposals Reclassification 42,227
(230)
3,856
-
262
60,532
1,078
6,001
(603)
-
205,254
(132)
25,209
(8,466)
(262)
1,912
29
214
(60)
-
-
-
-
-
-
309,925
745
35,280
(9,129)
-
At 31 December 2005
46,115
67,008
221,603
2,095
-
336,821
228,929
141,005
443
Net book value
at 31 December 2005
244,775
1,238 616,390
94
UOL GROUP LIMITED
Annual Report 2006
22. Property, plant and equipment (continued)
Plant, equipment,
furniture and fittings
$’000
Motor
vehicles
$’000
Total
$’000
The Company
Cost At 1 January 2006
Additions Disposals 3,150
184
(157)
213
-
-
3,363
184
(157)
At 31 December 2006
At 1 January 2006 Charge for the financial year
Disposals 3,177
213
3,390
2,047
449
(141)
89
43
-
2,136
492
(141)
2,355
132
2,487
81
903
At 31 December 2006
Net book value
at 31 December 2006
Cost At 1 January 2005
Additions Disposals At 31 December 2005
At 1 January 2005 Charge for the financial year
Disposals 822
3,078
384
(312)
213
-
-
3,291
384
(312)
3,150
213
3,363
1,874
442
(269)
46
43
-
1,920
485
(269)
At 31 December 2005
Net book value
at 31 December 2005
2,047
89
2,136
124
1,227
1,103
(a)
The valuation of a hotel property of Hotel Plaza Limited (“HPL”) was carried out by a firm of professional
valuers on 31 December 1985 on an open market existing use basis, with subsequent additions at cost.
The valuation done in 1985 was incorporated in the financial statements. However, a decision was
then made subsequently by the Board of Directors of HPL that future valuations of hotel properties
would not be incorporated in the financial statements but would be disclosed for information.
(b) At 31 December 2006, the open market value of the hotel properties of the Group (including plant,
equipment, furniture and fittings) was $1,040,096,000 (2005: $911,544,000) and the net book value
was $649,731,000 (2005: $608,182,000). The valuations of these hotel properties were carried out by
firms of professional valuers on an open market existing use basis. The surplus on valuation of these
hotel properties amounting to $390,635,000 (2005: $303,362,000) has not been incorporated in the
financial statements.
(c)
In accordance with paragraph 77(e) of FRS 16 (revised 2006), the Company is required to disclose the
carrying amount of the leasehold land and buildings in the financial statements had the assets been
carried at cost less depreciation at the balance sheet date. The valuation of the leasehold land and
buildings was carried out in 1985, and hence it is not possible to obtain the relevant information for
such disclosure to be made in the financial statements.
95
UOL GROUP LIMITED
Annual Report 2006
22. Property, plant and equipment (continued)
(d) Bank borrowings and other banking facilities are secured on certain hotel properties of the Group
[Note 25(a)] amounting to $341,453,000 (2005: $364,526,000).
(e) The details of the Group’s hotel properties at 31 December 2006 were:
Parkroyal on Kitchener Road - a 531-room hotel at Kitchener Road, Singapore
Freehold
Plaza Parkroyal Negara on Claymore Crowne Plaza Darling Harbour
Crowne Plaza Parramatta
Sheraton Perth Hotel Parkroyal Kuala Lumpur
and President House - a 341-room hotel at Beach Road, Singapore
99-year lease
from 1968
- a 198-room hotel at Claymore Road, Singapore
Freehold
- a 345-room hotel at Darling Harbour, Sydney, Australia
Freehold
- a 196-room hotel at Parramatta, Australia
Freehold
- a 390-room hotel and a 4-level former office complex and carpark at Adelaide Terrace,
Perth, Australia
Freehold
Parkroyal Penang
-
Novotel Garden Plaza Saigon -
Hotel Sofitel Plaza Hanoi
Sheraton Suzhou
Hotel & Towers Sofitel Plaza Xiamen - a 397-room hotel at Xinshi Road, Suzhou, Jiangsu, The People’s Republic of China
50-year lease
from 1994
- a 394-room hotel at Hubin North Road, Xiamen, The People’s Republic of China
70-year lease from 1991
Parkroyal Yangon
- a 329-room hotel at the corner of Alan Pya Phaya Road and Yaw Min Gyi Road, Yangon, Union of Myanmar
30-year lease
from 1997
Tenure of land
- a 348-room hotel at Jalan Sultan Ismail, Kuala Lumpur, Malaysia
Freehold
- a 320-lot carpark at Jalan Sultan Ismail, Kuala Lumpur, Malaysia
Leasehold
expiring
in 2080
a 324-room resort hotel at Jalan Batu Ferringhi, Freehold
Penang, Malaysia
a 191-room hotel and 4-storey annex block at Nguyen Van Troi Street, Ho Chi Minh City, Vietnam
49-year lease
from 1994
- a hotel with 317 rooms and 36 serviced 48-year lease
apartments at Thanh Nien Road, Hanoi, Vietnam from 1993
96
UOL GROUP LIMITED
Annual Report 2006
23.Intangibles
Trademark [Note (a) below]
Goodwill arising on consolidation [Note (b) below]
504
14,159
604
13,912
14,663
14,516
(a)
Trademark
Amortisation for the financial year
604
(100)
704
(100)
504
604
Cost Accumulated amortisation
946
(442)
946
(342)
Net book value 504
604
(b) Goodwill arising on consolidation
Cost At the beginning of the financial year
Acquisition of additional interest in a subsidiary
13,912
247
13,912
-
14,159
13,912
The Group
2006
2005
$’000
$’000
The Group
2006
2005
$’000
$’000
The Group
2006
2005
$’000
$’000
Impairment tests for goodwill
Goodwill is allocated to the Group’s cash generating units (“CGUs”) identified according to countries
of operation and business segment. A segment-level summary of the goodwill allocation is analysed
as follows:
Hotel operations
2006
2005
$’000 $’000
Singapore
247
The People’s Republic of China 13,081
13,081
Malaysia 831
831
14,159
13,912
UOL GROUP LIMITED
Annual Report 2006
97
23.Intangibles (continued)
(b) Goodwill arising on consolidation (continued)
The recoverable amount of a CGU was determined based on value-in-use calculations. The calculations
of the value-in-use were prepared by independent firms of professional valuers using the future
expected cash flows of the CGUs.
Key assumptions used for value-in-use calculations:
The People’s
Republic of China
Malaysia
Singapore
Growth rate Discount rate 2.8%
11.0%
5.1%
8.8%
6.0%
8.3%
The Group
2006
2005
$’000
$’000
24.Trade and other payables
Trade payables: - non-related parties
- minority shareholders
23,390
-
21,824
1,804
1,155
-
1,500
-
23,390
23,628
1,155
1,500
Other payables:
- rental deposits - accrued interest payable
- retention monies due to contractors
- accrued operating expenses
- sundry creditors - subsidiaries (non-trade)
- associated companies (non-trade)
- minority shareholders (non-trade)
9,786
10,388
8,248
31,228
17,310
-
-
1,369
9,936
4,639
6,405
25,628
16,805
-
12
250
952
1,072
1,130
5,131
835
51
-
-
709
4
406
3,087
899
14
-
78,329
63,675
9,171
5,119
101,719
87,303
10,326
6,619
(a)
The non-trade amounts due to subsidiaries, associated companies and minority shareholders are
unsecured, interest free and repayable on demand.
(b) At the balance sheet date, the Company has given guarantees in respect of banking facilities granted
to certain subsidiaries (Note 33). The Directors are of the view that there is no significant value to the
guarantees issued.
The Company
2006
2005
$’000
$’000
98
UOL GROUP LIMITED
Annual Report 2006
24.Trade and other payables (continued)
(c)
Trade and other payables were denominated in the following currencies:
Singapore Dollar
Australian Dollar
Malaysian Ringgit
Renminbi Others
66,548
12,729
9,440
4,920
6,968
1,114
51,819
12,306
7,669
3,538
10,509
1,462
10,326
-
-
-
-
-
6,619
-
-
101,719
87,303
10,326
6,619
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
25.Borrowings
Current Bank overdrafts (secured)
Bank overdrafts (unsecured)
Bank loans (secured) Bank loans (unsecured)
-
794
9,365
107,483
757
42
54,441
13,998
-
619
-
98,515
4,000
117,642
69,238
99,134
4,000
Non-current Bank loans (secured) Bank loans (unsecured)
608,053
56,647
447,239
71,265
-
-
-
664,700
518,504
-
-
Total borrowings
782,342
587,742
99,134
4,000
(a)
Securities granted
The bank overdrafts and loans are secured by mortgages on the subsidiaries’ hotel properties,
investment properties and development properties; and/or assignment of all rights and benefits
with respect to the properties. The net book values of hotel properties, investment properties and
development properties which have been pledged as securities are as follows:
Hotel properties
Development properties 341,453
675,300
404,007
364,526
594,935
197,720
1,420,760
1,157,181
The Company
2006
2005
$’000
$’000
The Group
2006
2005
$’000
$’000
T he Group
2006
2005
$’000
$’000
UOL GROUP LIMITED
Annual Report 2006
99
25.Borrowings (continued)
(b) Interest rate risk
(i)
Repricing analysis
Interest on the bank loans of the Group is on a floating rate basis and the following table
indicates the periods in which the bank loans of the Group will be repriced:
The Group
2006
Bank loans (secured)
Bank loans (unsecured)
Within 6 months $’000
6 to 12
months
$’000
Total
$’000
617,034
164,130
384
-
617,418
164,130
781,164
384
781,548
2005
Within 6 months $’000
6 to 12
months
$’000
Total
$’000
316,680
85,263
185,000
-
501,680
85,263
401,943
185,000
586,943
The Company
2006
2005
Within
6 months
$’000
Total
$’000
98,515
98,515
Within
6 months
$’000
Total
$’000
4,000
4,000
100
UOL GROUP LIMITED
Annual Report 2006
25.Borrowings (continued)
(b) Interest rate risk (continued)
(ii)
Effective interest rates
The weighted average effective interest rates of total borrowings at the balance sheet date
were as follows:
The Group
(c)
Currency risk
The carrying amounts of total borrowings were denominated in the following currencies:
Singapore Dollar
Australian Dollar
Malaysian Ringgit
699,117
42,291
16,812
24,122
478,520
65,282
22,089
21,851
99,134
-
-
-
4,000
-
782,342
587,742
99,134
4,000
(d) Maturity of borrowings
The current borrowings have a weighted average maturity of 2.2 months (2005: 8.2 months) from the
end of the financial year. The non-current borrowings have the following maturity:
Between 1 and 2 years
Between 2 and 5 years
72,744
591,956
22,836
495,668
664,700
518,504
2006
SGDUSD AUDMYR
%
%
%
%
-
5.0
4.5
4.2
-
-
6.3
6.4
The Company
Bank overdrafts (secured)
Bank overdrafts (unsecured)
-
-
7.6
-
2005
SGD USD AUD
%
%
%
MYR
%
-
-
6.1
3.9
5.0
5.0
3.2
3.2
-
-
5.0
5.2
2006
SGD
%
2005
SGD
%
4.0
The Group
2006
2005
$’000
$’000
-
-
6.9
-
7.3
4.7
-
3.7
The Company
2006
2005
$’000
$’000
The Group
2006
2005
$’000
$’000
UOL GROUP LIMITED
Annual Report 2006
101
26.Loans from subsidiaries
The loans from subsidiaries are denominated in Singapore Dollar. The loans have no fixed terms of maturity
and are not expected to be repaid within twelve months from the balance sheet date. Interest on the
loans is based on a bank quoted one-month swap rate at the beginning of each month and the weighted
average effective interest rate as at the balance sheet date is 3.6% (2005: 3.2%) per annum.
27.Loans from minority shareholders of subsidiaries
The loans have no fixed terms of maturity and are not expected to be repaid within twelve months from
the balance sheet date.
Details of the loans from minority shareholders are as follows:
(i)
Loan of $1,469,000 (2005: $1,190,000) denominated in Malaysian Ringgit. The loan is interest-free.
(ii)
Loan of $18,039,000 (2005: $12,043,000) denominated in Singapore Dollar. Interest on the loan is
on a fixed rate basis and the effective interest rate as at the balance sheet date is 2.5% (2005: 2.5%)
per annum.
(iii) Loan of $20,385,000 (2005: $1,327,000) denominated in Singapore Dollar. Interest on the loan is based
on a bank quoted three-month swap rate on the first business day of each quarter of the calendar year
and the effective interest rate as at the balance sheet date is 3.59% (2005: 2.45%) per annum.
28. Provision for retirement benefits
Non-current
(a)
The Group
2006
2005
$’000
$’000
1,875
1,659
A subsidiary of the Group in Malaysia operates an unfunded defined benefit scheme under the
Collective Union Agreement for unionised employees. Benefits payable on retirement are calculated
by reference to length of service and earnings over the employees’ year of employment. Provision
for post-employment benefit obligations is made in the financial statements so as to provide for the
accrued liability at the balance sheet date.
(b) The movements during the year recognised in the balance sheet were as follows:
Benefits paid Charged to income statement
Exchange differences
The Group
2006
2005
$’000
$’000
1,659
(57)
292
(19)
1,440
(102)
285
36
1,875
1,659
102
UOL GROUP LIMITED
Annual Report 2006
28. Provision for retirement benefits (continued)
(c)
The expense recognised in the income statement may be analysed as follows:
Current service cost
Interest on obligation
Expense recognised in the income statement
The charge to the income statement was included under administrative expenses in the income
statement.
The Group
2006
2005
$’000
$’000
179
113
175
110
292
285
(d) The principal actuarial assumptions used in respect of the Group’s defined benefit plan were
as follows:
Discount interest rate
Future salary increase
Inflation rate Normal retirement age (years)
- Male
- Female The Group
2006
2005
%
%
7.0
5.5
3.0
7.0
5.5
3.0
55
50
55
50
29. Deferred income taxes
The Group
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 sheets as follows:
The Group
The Company
2006
2005
2006
2005
$’000
$’000
$’000
$’000
- to be recovered after one year (10,360)
(9,154)
-
-
-
-
- to be settled within one year
97,838
68,661
89,742
- to be settled after one year
61,117
50,418
4,813
60,584
5,046
(10,360)
158,955
(9,154)
119,079
94,555
65,630
UOL GROUP LIMITED
Annual Report 2006
103
29. Deferred income taxes (continued)
The movements in the deferred income tax account are as follows:
Acquisition of a subsidiary [Note 12(e)]
Disposal of a subsidiary [Note 12(e)]
Tax charge/(credit) to:
- income statement (Note 10)
- equity [Note 31(b),(c)]
(Over)/under provision in preceding
financial year (Note 10)
Deferred income tax taken to equity (Note 31) during the financial year is as follows:
Fair value reserves [Note 31(b)]
Asset revaluation reserve [Note 31(c)]
29,173
1,871
4,108
(6,776)
29,173
-
4,108
(6,482)
31,044
(2,668)
29,173
(2,374)
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 has unrecognised tax losses
of $1,414,000 (2005: $12,616,000) at the balance sheet date which can be carried forward and used to
offset against future taxable income subject to those subsidiary companies meeting certain statutory
requirements in their respective countries of incorporation. These tax losses have no expiry date.
The Group
2006
2005
$’000
$’000
109,925
(23)
1,408
(2,040)
8,774
31,044
107,708
130
-
-
4,599
(2,668)
(493)
156
148,595
109,925
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
65,630
-
-
-
68,004
-
10
29,173
(2,374)
(258)
94,555
65,630
The Company
2006
2005
$’000
$’000
104
UOL GROUP LIMITED
Annual Report 2006
The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the
same tax jurisdiction) during the financial year are as follows:
The Group
2006
At the beginning of the
financial year 60,727
Currency translation
differences
-
[Note 12(e)]
-
[Note 12(e)]
-
Tax charge/(credit) to income
statement
-
Tax charge to equity 29,173
At the end of the
2005
financial year Currency translation
differences
Tax charge/(credit) to
income statement
Tax charge/(credit) to equity
At the end of the
financial year Surplus on Unremitted
revaluation foreign
of certain income,
Accelerated investment
interests Deferred Other
Fair value tax and hotel
and development temporary
gains depreciation properties dividends profit differences $’000
$’000
$’000
$’000
$’000
$’000
Total
$’000
33,917
11,387
9,149
5,245
(1,346) 119,079
(44)
(6)
-
-
14
(36)
1,408
-
-
-
-
1,408
(2,040)
-
-
-
-
(2,040)
1,877
-
(113)
1,871
317
-
7,615
-
(196)
-
9,500
31,044
35,118
13,139
9,466
12,860
(1,528) 158,955
Surplus on Unremitted
revaluation foreign
of certain income,
Accelerated investment
interests Deferred Other
Fair value tax and hotel
and development temporary
gains depreciation properties dividends profit differences $’000
$’000
$’000
$’000
$’000
$’000
Total
$’000
56,619
31,896
18,265
8,184
1,208
-
81
11
-
-
(28)
64
-
4,108
1,940
-
(113)
(6,776)
965
-
4,037
-
(48)
-
6,781
(2,668)
60,727
33,917
11,387
9,149
5,245
(1,270) 114,902
(1,346) 119,079
UOL GROUP LIMITED
Annual Report 2006
105
The Group (continued)
Excess of
depreciation over
capital allowances
$’000
Tax losses
$’000
Total
$’000
2006
At the beginning of the financial year Currency translation differences
Tax credit to income statement
(996)
-
-
(8,158)
13
(1,219)
(9,154)
13
(1,219)
(996)
(9,364)
(10,360)
2005
Tax credit to income statement
Excess of
depreciation over
capital allowances
$’000
Tax losses
$’000
Total
$’000
(996)
-
-
(6,198)
66
(2,026)
(7,194)
66
(2,026)
(996)
(8,158)
(9,154)
The Company
Accelerated Fair value tax
gains depreciation
$’000
$’000
Other
temporary
differences
$’000
Total
$’000
2006
At the beginning of the financial year Tax charge to income statement
Tax charge to equity 60,727
-
29,173
5,046
(234)
-
(143)
(14)
-
65,630
(248)
29,173
89,900
4,812
(157)
94,555
Surplus on
revaluation of Accelerated
certain Fair value tax
investment gains depreciation
properties $’000
$’000
$’000
Other
temporary
differences
$’000
Total
$’000
2005
Tax charge to income statement
-
Tax charge/(credit) to equity
4,108
5,033
13
-
6,482
-
(6,482)
(130)
(13)
-
68,004
(2,374)
At the end of the financial year 60,727
5,046
-
(143)
65,630
106
UOL GROUP LIMITED
Annual Report 2006
30.Share capital and share premium of UOL Group Limited
2005
At the beginning of
the financial year Proceeds from share issue:
- to holders of share options
2006
At the beginning of
the financial year
Effect of Companies
(Amendment) Act 2005
[see note (a) below]
Proceeds from share issue:
- to holders of share options
Number of shares
Authorised
Issued Authorised
share share share capital
capital
capital
’000
’000
$’000
Amount
Total share
Issued
capital and
share
Share
share
capital premium premium
$’000
$’000
$’000
1,000,000
793,232
1,000,000
793,232 275,032 1,068,264
(1,000,000)
-
-
1,672
(1,000,000)
-
275,032 (275,032)
3,723
-
-
794,904
1,000,000
-
793,055
177
1,000,000
-
793,055 274,856 1,067,911
177
176
353
At the end of the financial year 1,000,000
793,232
1,000,000
793,232 275,032 1,068,264
- 1,071,987
3,723
- 1,071,987
(a)
Under the Companies (Amendment) Act 2005 that came into effect on 30 January 2006, the concepts
of par value and authorised share capital were abolished and the amount in the share premium
account as at 30 January 2006 became part of the company’s share capital.
All issued shares are fully paid.
(b) During the financial year, the Company issued 1,672,000 (2005: 177,000) ordinary shares pursuant to
the options under the UOL 2000 Share Option Scheme. The newly issued shares rank pari passu in all
respects with the previously issued shares.
UOL Group Executives’ Share Option Scheme
The UOL Group Executives’ Share Option Scheme (“the 2000 Scheme”) was approved by the
shareholders of the Company at an Extraordinary General Meeting held on 23 May 2000.
Under the terms of the 2000 Scheme, the total number of shares granted shall not exceed 15% of the
issued share capital of the Company and the executives may exercise the options by giving notice in
writing to the Company in the prescribed form during the option period, accompanied by remittance
of the amount of the Offering Price.
The Offering Price is equal to the average of the last dealt prices per share as determined by reference
to the daily official list published by the Singapore Exchange Securities Trading Limited for a period
of 3 consecutive trading days immediately prior to the relevant offering date.
On 18 May 2006, options were granted pursuant to the 2000 Scheme to the executives of the
Company and its subsidiaries to subscribe for 1,432,000 ordinary shares in the Company (known as
“the 2006 Options”) at the offer price of $3.21 per ordinary share.
UOL GROUP LIMITED
Annual Report 2006
107
30.Share capital and share premium of UOL Group Limited (continued)
UOL Group Executives’ Share Option Scheme (continued)
Statutory information regarding the 2006 Options is as follows:
(i)
The vesting of granted options is conditional upon the completion of one year of service from the
grant date. The option period begins on 18 May 2007 and expires on 17 May 2016 or on the date of
termination of employment or in the case of the executive director, on the date he ceases to be the
executive director of the Company, whichever is earlier, subject to the provisions of Rule 13 of the
Rules of the 2000 Scheme.
(ii)
The options may be exercised in full or in respect of 1,000 shares or a multiple thereof, on the payment
of the exercise price.
(iii) The persons to whom the options have been granted have no right to participate by virtue of the
options in any share issue of any other company in the Group.
(iv) The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of ordinary shares outstanding under options at the end of the financial year
and their exercise prices were as follows:
The Group and the Company Executives’
Share Options
At the
beginning of the financial
year Options
Options Options granted exercised
lapsed At the
during the during the during the end of Exercise/
financial financial financial the financial Subscription
year
year year year price /$
Option
period
2006
2002 Options
2003 Options
2004 Options
2005 Options
2006 Options
84,000
354,000
1,071,000
1,324,000
-
-
-
-
-
1,432,000
30,000
134,000
617,000
891,000
-
12,000
12,000
6,000
24,000
90,000
42,000
208,000
448,000
409,000
1,342,000
1.81
2.05
2.28
2.23
3.21
2,833,000
1,432,000 1,672,000
144,000
2,449,000
2005
2001 Options
2002 Options
2003 Options
2004 Options
2005 Options
20,000
146,000
440,000
1,256,000
-
-
-
-
-
1,378,000
20,000
44,000
68,000
45,000
-
-
18,000
18,000
140,000
54,000
-
84,000
354,000
1,071,000
1,324,000
1.58
1.81
2.05
2.28
2.23
1,862,000
1,378,000
177,000
230,000
2,833,000
The fair value of options granted on 18 May 2006, determined using The Trinomial Tree Model was
$724,185 (2005: $661,440). The significant inputs into the model were share price of $3.06 (2005: $2.25), at
the grant date, exercise price of $3.21 (2006: $2.23), standard deviation of expected share price returns of
20.97% (2005: 26.68%), option life from 18 May 2007 to 17 May 2016 and annual risk-free interest rate of
3.21% (2005: 2.47%). The volatility measured at the standard deviation of expected share price returns is
based on statistical analysis of daily share prices over the last three years.
27.06.2003 to 26.06.2012
27.06.2004 to 26.06.2013
21.05.2005 to 20.05.2014
09.05.2006 to 08.05.2015
18.05.2007 to 17.05.2016
31.05.2002 to 30.05.2011
27.06.2003 to 26.06.2012
27.06.2004 to 26.06.2013
21.05.2005 to 20.05.2014
09.05.2006 to 08.05.2015
108
UOL GROUP LIMITED
Annual Report 2006
31.Reserves
(a)
Share option reserve
Composition: Share option reserve [Note (a) below] Fair value reserve [Note (b) below]
Asset revaluation reserve [Note 31(c)] Capital reserves [Note 31(d)]
Currency translation reserve [Note 31(e)]
Others
1,877
626,292
429,818
119,002
(6,292)
-
1,170,697
The Company
2006
2005
$’000
$’000
1,217
356,526
234,637
70,203
(16)
-
1,877
359,601
127,045
-
-
598
1,217
277,719
80,366
598
662,567
489,121
359,900
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
Employee share option scheme: - Value of employee services
1,217
660
352
865
1,217
660
352
1,877
1,217
1,877
1,217
(b)
Fair value reserve
financial assets (Note 16)
Reversal of fair value reserve arising
from available-for-sale financial
asset becoming an associated
company (Note 16)
Deferred tax on fair value gains
(Note 29) Fair value reserve transferred to
income statement on disposal
of/return of capital from an
available-for-sale financial asset
Amount attributable to
minority interests
The Group
2006
2005
$’000
$’000
The Group
2006
2005
$’000
$’000
865
The Company
2006
2005
$’000
$’000
356,526
273,457
277,719
244,785
331,718
87,584
142,042
37,042
(30,987)
-
(30,987)
-
(29,173)
(4,108)
(29,173)
(4,108)
(1,006)
(60)
-
-
83,416
81,882
32,934
(347)
-
-
269,766
83,069
81,882
32,934
626,292
356,526
359,601
277,719
270,552
(786)
UOL GROUP LIMITED
Annual Report 2006
109
31.Reserves (continued)
(c)
Asset revaluation reserve
Net surplus arising from the
revaluation of investment
properties (Note 21)
Deferred tax on (surplus)/deficit on
revaluation of investment
properties (Note 29)
Share of associated company’s
movement in asset revaluation
reserve (Note 19)
[Note 12(e)]
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
234,637
195,164
80,366
63,244
228,779
37,866
46,679
10,640
6,776
-
6,482
-
-
-
-
-
-
230,568
44,642
46,679
17,122
(34,043)
(4,432)
-
-
Currency translation differences 196,525
(1,344)
40,210
(737)
46,679
-
17,122
-
429,818
234,637
127,045
80,366
minority interests
(1,871)
4,139
(479)
The asset revaluation reserve of the Group does not take into account the surplus of $390,635,000
(2005: $303,362,000) arising from the revaluation of the hotel properties of the Group [Note 22(b)].
(d) Capital reserves
(i)
Transfer from asset revaluation
reserves for bonus issue
of shares by a subsidiary
Share premium in a subsidiary
attributable to the Group Goodwill on consolidation
Acquisition of an associated company
Composition of capital reserves is as follows:
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
55,846
55,846
-
-
13,360
997
48,799
13,360
997
-
-
-
-
-
119,002
70,203
-
-
110
UOL GROUP LIMITED
Annual Report 2006
31.Reserves (continued)
(d) Capital reserves (continued)
(ii)
Liquidation of a subsidiary
(e) Currency translation reserve
Net currency translation
differences of financial
statements of foreign
subsidiaries and borrowings
designated as hedges against
foreign subsidiaries, net of
minority interests
minority interests
Revaluation and capital reserves are non-distributable.
The movement in goodwill on consolidation is as follows:
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
997
-
1,023
(26)
-
-
-
997
997
-
-
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
(16)
4,018
-
-
(8,317)
(5,050)
-
-
2,041
1,016
-
-
(6,276)
(4,034)
-
-
(6,292)
(16)
-
-
32. Dividends
Final one-tier dividend paid in respect of the previous
financial year of 7.5 cents (2005: 6.0 cents) per share
The Group and the Company
2006
2005
$’000
$’000
59,492
47,583
At the Annual General Meeting on 25 April 2007, a final one-tier dividend of 7.5 cents per share amounting
to a total of $59,618,000 and a special one-tier dividend of 7.5 cents per share amounting to a total of
$59,618,000 will be recommended. These financial statements do not reflect these dividends, which will
be accounted for in the shareholders’ equity as an appropriation of retained profits in the financial year
ending 31 December 2007.
UOL GROUP LIMITED
Annual Report 2006
111
33.Contingent liabilities
The Company has guaranteed the banking facilities of subsidiaries amounting to $174,388,000 (2005:
$173,984,000). The banking facilities of subsidiaries were denominated in Singapore Dollar except for the
amounts of $35,434,000 (2005: $38,658,000) and $2,955,000 (2005: nil) which were denominated in United
States Dollar and Renminbi respectively.
At balance sheet date, the Group has given guarantees of $27,362,000 (2005: $29,594,000) in respect of
banking facilities granted to certain associated companies. The guarantees granted are for unsecured
banking facilities except for $17,387,000 (2005: $22,739,000) which is secured on fixed deposits of the
Group amounting to $2,837,000 (2005: $3,069,000). In 2005, this guarantee was further secured by a
property of a subsidiary which had a net book value of $97,344,000.
The Directors are of the view that no material losses will arise from these contingent liabilities.
34.Commitments
(a)
Financial commitments
At the balance sheet date, the Group and the Company have the following financial commitments:
Undrawn loan commitments
The Group
2006
2005
$’000
$’000
103,932
9,590
The Company
2006
2005
$’000
$’000
162,401
65,272
Undrawn loan commitments represent the Group and the Company’s commitment to provide the
necessary funds in the form of shareholders loans to enable certain subsidiaries and associated
companies to develop properties for sale and to repay bank borrowings.
(b) Capital commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the financial
statements are as follows:
Expenditure contracted for development properties,
investment properties and
plant and equipment The Group
2006
2005
$’000
$’000
157,808
217,696
The Company
2006
2005
$’000
$’000
19,590
25,404
112
UOL GROUP LIMITED
Annual Report 2006
34.Commitments (continued)
(c)
Operating lease commitments – where a group company is a lessee
The Group leases various premises under non-cancellable operating lease agreements. The leases
have varying terms, escalation clauses and renewal rights.
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:
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
(d) Operating lease commitments – where a group company is a lessor
The Group
2006
2005
$’000
$’000
1,038
2,465
9,552
13,055
1,746
4,620
11,089
17,455
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:
Not later than 1 year
Later than 1 year but not
later than 5 years
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
112,888
73,714
8,960
7,578
76,905
189,793
56,089
129,803
9,067
18,027
8,593
16,171
The future minimum lease payments receivable under non-cancellable operating leases exclude the
portion of lease payments receivable which are computed based on a percentage of the revenue
of some of the lessees. The lease payments received during the financial year and recognised in
the Group and Company’s revenue from property investments were $562,000 (2005: $442,000) and
$168,000 (2005: nil) respectively.
35.Completion of construction method
As stated in Note 2.2(a), the Group recognises profits from the sale of properties using the percentage of
completion method. Had the completion of construction method been adopted, the financial effects of
the Group as required under Recommended Accounting Practice 11, Pre-Completion Contracts For The
Sale Of Development Property, are as follows:
Opening balance of retained earnings Revenue Profit for the financial year
Development properties at the beginning of the financial year
Development properties at the end of the financial year
2006
Decrease
$’000
2005
Decrease
$’000
27,846
169,297
38,172
27,846
66,018
6,029
99,246
21,817
6,029
27,846
UOL GROUP LIMITED
Annual Report 2006
113
36.Financial risk management
Financial risk factors
The Group’s main financial risks comprise foreign exchange risk, interest rate risk, market risk, credit risk
and liquidity risk. The Board provides guidance for overall risk management which seeks to minimise
potential adverse effects on the financial performance of the Group.
(i)
Foreign exchange risk
The Group operates in the Asia Pacific region and is exposed to foreign exchange risk arising from
various currency exposures primarily with respect to Australian Dollar, Malaysian Ringgit, Renminbi,
Euro and United States Dollar. The Group will hedge its foreign currency risk where necessary so as
to reduce its exposure.
The Group has a number of investments in foreign subsidiaries whose net assets are exposed to
currency translation risk. Currency exposures to the net assets of the Group’s subsidiaries in Australia,
Malaysia, Myanmar, The People’s Republic of China and Vietnam are managed primarily through
borrowings, as far as is reasonably practical, in foreign currencies which broadly match those in which
the net assets are denominated or in currencies that are freely convertible.
(ii)
Interest rate risk
As the Group has no significant interest-bearing assets other than fixed deposits with financial
institutions, its income and operating cashflows are substantially independent of changes in market
interest rates. The Group borrows at both fixed and variable rates. The variable rate borrowings,
which expose the Group to interest rate risk, are generally pegged to the lending bank’s swap cost of
funds. The Group does not use any financial instruments to hedge its interest rate risks.
(iii) Market risk
The Group is exposed to equity securities market risk from its investments. These positions are
not hedged. (iv) Credit risk
The Group places a substantial part of its cash balances with a certain group of financial institutions.
However, these financial institutions have high credit standings. Apart from this risk, the Group has
no significant concentration of credit risk. The Group has policies in place to ensure that sales of
products and services on credit are made to customers with an appropriate credit history.
(v)
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities,
and the availability of funding through an adequate amount of committed credit facilities to meet
fluctuations in operating cash flows. The Group maintains flexibility in funding by keeping committed
credit lines available.
37.Fair values
The financial assets and financial liabilities are carried in the balance sheet at amounts which approximate
their fair values.
114
UOL GROUP LIMITED
Annual Report 2006
38.Related party transactions
(a)
In the previous financial year, the Company was regarded by United Overseas Bank Limited (“UOB”)
as an associated company and the related party transactions with UOB were disclosed in the financial
statements for the financial year ended 31 December 2005. On 6 January 2006, UOB reduced its
interest in the Company and no longer regards the Company as its associated company. Accordingly,
disclosure of transactions with the UOB group of companies was no longer required.
(b) In addition to the related party information disclosed elsewhere in the financial statements, there
were the following significant transactions between the Group and related parties during the financial
year on terms agreed between the parties concerned:
Transactions with directors and
their associates
Proceeds from sale of
development properties
Rental received
Advertising expenses paid
Proceeds from sale of furniture
Management fee received
Accounting and corporate
secretarial fee received
Shareholder’s interest receivable
Tenancy works expense paid
The Group
2006
2005
$’000
$’000
The Company
2006
2005
$’000
$’000
330
1,102
-
200
257
268
841
348
1,769
168
-
264
-
-
-
4
-
29
701
-
-
80
210
29
701
-
80
210
327
23,093
322
13,361
-
-
Transactions with minority
shareholders of subsidiaries
Proceeds from sale of
development properties
Payment of development cost
-
(c)
Key management personnel compensation is analysed as follows:
Salaries and other short-term employee benefits
Directors’ fees Post-employment benefits – contribution to CPF
Share options granted
The Group
2006
2005
$’000
$’000
2,633
822
24
145
2,166
547
28
129
3,624
2,870
Total compensation to directors of the Company included in above amounted to $1,999,000
(2005: $1,461,000).
UOL GROUP LIMITED
Annual Report 2006
115
39.Group segmental information
(a)
Primary reporting format – business segments
Trading
and retail
operations
and
Property
Property Hotel management
development investments operations services Investments Eliminations
$’000
$’000
$’000
$’000
$’000
$’000
Financial year ended
31 December 2006
Revenue - External sales
169,297
92,000
- Inter-segment sales
-
1,078
169,297
93,078
Segment results
32,566
54,040
Other miscellaneous
gains 363
3,230
Exceptional items
(40) 160,482
32,889 217,752
Unallocated costs
Operating profits
Finance income
Finance expense
Share of results of
associated
companies
3,537
7,617
Income tax expense
Net profit Segment assets
582,164 1,804,458
8,894 183,740
Loans to and non-trade
amounts due from
associated
companies
90,433
-
Unallocated assets
Consolidated total assets
Segment liabilities
17,012
39,825
Unallocated liabilities
Consolidated total liabilities Other segment items
Capital expenditure
- property, plant and
equipment
2
1,287
- investment property
-
43,463
Depreciation
11
1,937
Amortisation
-
-
Write-down of inventory
-
-
300,062 10,823
-
4,162
300,062 14,985
32,939
59,276
92,215
Total
$’000
-
(64,516)
(64,516)
605,121
605,121
42,009
2,764
32,919
-
164,298
1,142
86,717
129,868
193
-
2,957
187
1,006
34,112
-
-
-
5,115
248,165
417,578
(5,709)
411,869
6,634
418,503
(25,842)
2,984
-
-
-
14,138
406,799
(33,773)
373,026
720,243
29,184
3,580 1,111,057
-
-
- 4,221,502
- 221,818
8,189
-
-
-
98,622
109,970
4,651,912
54,577
2,261
8
- 113,683
1,088,678
1,202,361
25,909
-
34,685
100
-
52
-
58
-
345
-
-
-
-
-
-
-
-
-
-
27,250
43,463
36,691
100
345
116
UOL GROUP LIMITED
Annual Report 2006
39.Group segmental information (continued)
(a)
Primary reporting format – business segments (continued)
Trading
and retail
operations
and
Property
Property Hotel management
development investments operations services Investments Eliminations
$’000
$’000
$’000
$’000
$’000
$’000
Financial year ended
31 December 2005
Revenue - External sales
104,411
95,138
- Inter-segment sales
-
1,224
104,411
96,362
Segment results
21,048
62,126
Other miscellaneous
gains 587
3,342
Exceptional items
-
-
21,635 65,468
Unallocated costs
Operating profits
Finance income
Finance expense
Share of results of
associated companies 17
-
Income tax expense
Net profit Segment assets
263,147 1,556,103
5,796
-
Loans to and non-trade
amounts due from
associated
companies
82,337
-
Unallocated assets
Consolidated total assets
Segment liabilities
10,539
29,614
Unallocated liabilities
Consolidated total liabilities Other segment items
Capital expenditure
- property, plant and
equipment
7
742
- investment property
-
6,202
Depreciation
10
2,282
Amortisation
-
-
Write-down of inventory
-
-
259,576
-
259,576
11,431
2,125
13,556
23,400
1,008
5,485
307
29,192
34,926
40,182
75,108
Total
$’000
-
(43,531)
(43,531)
505,482
505,482
34,888
-
142,470
112
72
1,192
16,358
115
51,361
-
-
-
25,884
494
168,848
(4,792)
164,056
13,674
177,730
(26,694)
(1,218)
-
-
-
(1,201)
149,835
(29,986)
119,849
662,126
26,511
5,554
-
811,639
-
- 3,298,569
-
32,307
8,852
-
-
-
91,189
98,120
3,520,185
52,730
2,485
27
-
46,194
-
32,897
100
-
42
-
91
-
114
-
-
-
-
-
-
-
-
-
-
95,395
828,354
923,749
46,985
6,202
35,280
100
114
UOL GROUP LIMITED
Annual Report 2006
117
(a)
Primary reporting format – business segments (continued)
At 31 December 2006, the Group is organised into five main business segments:
(i)
Hotel operations (ii)
(iii)
(iv)
(v)
Property development Trading and retail operations and management services
Investments operation of hotels in Singapore, Australia, Vietnam, Malaysia, Myanmar
and The People’s Republic of China (“PRC”).
rental income received from commercial and residential properties.
sales of residential properties.
sales of furniture, lightings and related accessories and fees received
from managing of properties.
dividend income from equity investments and profit from sale of
quoted investments.
The division of the Group’s results and assets into business segments and geographical segments has
been ascertained by reference to direct identification of assets and revenue/cost centres.
Inter-segment transactions are recorded at their transacted price which is generally at fair value.
Unallocated costs represent corporate expenses.
Segment assets consist primarily of property, plant and equipment, investment properties,
development properties, available-for-sale financial assets, intangibles, inventories, receivables and
operating cash, and exclude investments in associated companies, loans to and non-trade amounts
due from associated companies, fixed deposits and current and deferred income tax assets.
Segment liabilities comprise operating liabilities and exclude tax and corporate borrowings.
Capital expenditure comprises additions to property, plant and equipment and investment properties.
(b) Secondary reporting format – geographical segments
The Group’s five business segments operate in six main geographical areas. In Singapore, where
the Company is located, the areas of operation of the Group are principally hotel operations,
property development, property investment and investment holdings. The Group also engages in
the provision of management services and trading and retail operations in Singapore.
The main activities in Australia, Vietnam, Malaysia, PRC and Myanmar consist of hotel operations,
operation of service apartments and investment holdings. The Group also engages in property
development in Malaysia.
Revenue, segment results, total assets and capital expenditure are shown by the geographical area
where the assets are located.
118
UOL GROUP LIMITED
Annual Report 2006
(b) Secondary reporting format – geographical segments (continued)
Revenue
2006
2005
$’000
$’000
Operating profits
2006
2005
$’000
$’000
Total consolidated assets
2006
2005
$’000
$’000
Capital
expenditure
2006
2005
$’000
$’000
Singapore 399,868 315,443 377,369 140,687 4,089,961 2,959,522
Australia
82,047 88,746 11,215 14,654
177,295 173,999
Vietnam
31,436 26,844
8,513
6,296
80,176
86,599
Malaysia
38,366 33,075
5,592
4,214
134,820 126,525
PRC
47,792 36,640
9,223
(315) 157,620 159,936
Myanmar
5,612
4,734
(1,043) (1,480)
12,040
13,604
Others
-
-
1,000
-
-
-
40,877
6,507
2,861
17,860
2,398
210
-
15,252
4,656
3,038
1,680
28,261
300
-
605,121 505,482 411,869 164,056 4,651,912 3,520,185
70,713
53,187
40.New accounting standards and FRS interpretations
Certain new standards, amendments and interpretations to existing standards have been published and
they are mandatory for accounting periods beginning on or after 1 January 2007 or later periods. The
Group has not early adopted these standards. The Group’s assessment of the impact of adopting those
standards, amendments and interpretations that are relevant to the Group is set out below:
(a)
FRS 40 - Investment Property
The Group has adopted FRS 40 on 1 January 2007, which is the effective date of the Standard. In 2006, the Group had accounted for its investment properties under FRS 25 Accounting for
Investments as set out in Note 2.8 in these financial statements. Under FRS 40, changes in fair values
of investment properties are required to be included in the income statement for the period in
which the changes arise.
The Group has accounted for the effects of adoption of FRS 40 prospectively from 1 January 2007 in
accordance with the transitional provisions of FRS 40.
(b) FRS 12 - Income Taxes
Prior to 2007, deferred tax liability on the surplus arising from the revaluation of the Group’s
investment properties were not recognised except in cases where the gain on disposal of such
investment properties will be subject to tax. Upon adoption of FRS 40, the Group has re-evaluated
the requirement to account for the deferred tax liability on the surplus arising from the revaluation of
these investment properties and will account for the deferred tax liability.
The effect of the above change will be accounted for prospectively from 1 January 2007 in the
financial statements for year ending 31 December 2007 as the effects to the financial statements
prior to 2007 are immaterial.
UOL GROUP LIMITED
Annual Report 2006
119
40.New accounting standards and FRS interpretations (continued)
The estimated effects of adoption of FRS 40 and the change in the accounting for deferred tax liability
on surplus arising from revaluation of investment properties on the balance sheet as at 1 January
2007 are as follows:
(c)
FRS 107, Financial Instruments: Disclosures, and a complementary Amendment 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 additional disclosures will be mainly the sensitivity analysis to market risk and
the capital disclosures required by the amendment of FRS 1 which will be disclosed in the financial
statements for the financial year ending 31 December 2007.
Balance sheet at 1 January 2007
Retained earnings
Asset revaluation reserve
Deferred income tax liability
Minority interest
The Group
Increase/ (decrease)
$’000
394,967
(420,491)
28,078
(2,554)
The Company
Increase/ (decrease) $’000
121,304
(127,045)
5,741
-
41. Authorisation of financial statements
These financial statements were authorised for issue in accordance with a resolution of the Board of
Directors of UOL Group Limited on 16 February 2007.
120
UOL GROUP LIMITED
Annual Report 2006
CORPORATE GOVERNANCE REPORT
The Company is committed in its continuing efforts to achieve high standards of corporate governance and
business conduct so as to enhance long term shareholder value and safeguard the interests of its stakeholders. It has adopted a framework of corporate governance policies and practices in line with the principles and best
practices set out in the Code of Corporate Governance 2005 (“Code”).
Principle 1: The Board’s Conduct of its Affairs
The principal responsibilities of the Board are:
1. reviewing and approving the corporate policies, strategies, budgets and financial plans of the Company;
2. monitoring financial performance including approval of the annual and interim financial reports;
3. overseeing and reviewing the processes for evaluating the adequacy of internal controls, risk management,
financial reporting and compliance;
4. approving major funding proposals, investments, acquisitions and divestment proposals;
5. planning board and senior management succession and the remuneration policies; and
6. assuming responsibility for corporate governance.
To facilitate effective management, certain functions of the Board have been delegated to various Board
Committees, which review and make recommendations to the Board on specific areas. There are currently four
standing board committees appointed by the Board. The membership and attendance of the Directors for the
four standing board committees are set out on page 126.
The Board has conferred upon the Executive Committee (“EXCO”) and Chief Executive Officer (“CEO”) certain
discretionary limits and powers for capital expenditure, budgeting, treasury and investment activities and
human resource management. The levels of authorisation required for specified transactions are specified in a
Charter adopted by the Board during the year.
The EXCO and CEO are assisted by the management team (“Management”) in the daily operations and
administration of the Group’s business activities and the effective implementation of the Group’s strategies. The CEO in turn issues a chart of authority and limits for capital expenditure, budgets, investment and other
activities for Management’s compliance.
In addition to the CEO, the key personnel leading the management team are the Deputy President (DP), the Chief
Operating Officer (COO) and the Chief Financial Officer (CFO). The DP, COO and CFO have no familial relationship
with each other or with the Chairman.
The EXCO currently comprises four members, namely:
Wee Cho Yaw, Chairman
Gwee Lian Kheng
Wee Ee Chao (appointed on 15 February 2007)
The EXCO is chaired by the Chairman of the Board and has been given certain authority and functions such as
the formulation and review of policies, overall planning and review of strategy as well as dealing with business
of an urgent, important or extraordinary nature whilst the CEO is responsible for the day-to-day operations and
administration of the Group.
The Board conducts regular scheduled meetings on a quarterly basis. Ad-hoc meetings are convened when
circumstances require. The Articles allow a board meeting to be conducted by way of telephonic and videoconferencing. The attendance of Directors at meetings of the Board and Board Committees, as well as the
frequency of such meetings, is disclosed on page 126.
UOL GROUP LIMITED
Annual Report 2006
121
CORPORATE GOVERNANCE REPORT (continued)
New Directors are provided with information on the corporate background, the key personnel, the core
businesses, the group structure and financial statements of the Group. Guidance is also given to all Directors
on regulatory requirements concerning disclosure of interests and restrictions on dealings in securities and
training is made available to Directors on updates/developments in the regulatory framework and environment
affecting the Company.
Principle 2: Board Composition and Balance
Currently, the Board comprises nine Directors, five of whom are independent.
With the majority of the Board comprising independent directors and such independent directors having the
requisite experience, expertise and weight, the Board is able to exercise objective judgment independently, and
no individual or small group of individuals dominate the Board’s decision-making.
The Company’s Articles of Association (“Articles”) allow for the maximum of twelve Directors. The Board considers
the current board size is appropriate, taking into account the nature and scope of the Group’s operations. The current Board comprises persons who possess diverse corporate experiences and as a group, the relevant
qualifications and experience and core competencies necessary to manage the Company.
Principle 3: Chairman and Chief Executive Officer (“CEO”)
The Company has a separate Chairman and CEO. The Chairman and CEO have no familial relationship with each
other. The CEO has the executive responsibility for the day-to-day operations of the Group. On the other hand,
the Chairman provides leadership to the Board. He sets the meeting agenda in consultation with the CEO and
ensures that Directors are provided with accurate, timely and clear information.
Principle 4: Board Membership
The Nominating Committee (“NC”), currently comprises three members, two of whom are independent nonexecutive Directors. The NC members are:
Alan Choe Fook Cheong, Chairman
Lim Kee Ming
Wee Cho Yaw
The NC is also responsible for re-nomination of Directors at regular intervals and at least every three years.
In recommending to the Board any re-nomination and re-election of existing Directors, the NC takes into
consideration the Directors’ contribution and performance at Board meetings, including attendance,
preparedness, participation and candour.
The independence of the Board is also reviewed annually by the NC. The NC adopts the Code’s definition of what
constitutes an independent director in its review. As a result of the NC’s review of the independence of each
Director for this financial year, the NC is of the view that, save for Wee Cho Yaw, Gwee Lian Kheng, Wee Ee Chao
and Wee Ee Lim, all Directors are independent Directors. Each NC member has abstained from deliberations in
respect of his own assessment.
Alan Choe Fook Cheong is a non-executive director of The LearningLab Education Centre Pte Ltd, which is a
tenant of United Square (owned by UOL Property Investments Pte Ltd, a wholly-owned subsidiary of the
Company) from whom rental proceeds exceeding S$200,000/- in the year 2006 were received. The NC, with Alan
Choe abstaining, regards Alan Choe as an independent Director because he is able to maintain his objectivity
and independence at all times in the discharge of his duties as Director of the Company.
122
UOL GROUP LIMITED
Annual Report 2006
Directors of or over 70 years of age are required to be re-appointed every year at the Annual General Meeting
(“AGM”) under Section 153(6) of the Companies Act before they can continue to act as a Director. The NC, with
each member abstaining in respect of his own re-appointment, has recommended to the Board that Wee Cho
Yaw, Alan Choe Fook Cheong and Lim Kee Ming who are over 70 years of age, be nominated for re-appointment
at the forthcoming AGM.
Article 94 of the Articles also require one-third of the Directors, or the number nearest to one-third, to retire by
rotation at every AGM. These Directors may offer themselves for re-election if eligible. The NC has recommended
that Gwee Lian Kheng, who retires by rotation pursuant to this Article, be nominated for re-election as well.
The NC recommends all appointments and re-appointments of Directors to the Board. New Directors are
appointed by way of a board resolution after the NC recommends their appointment for approval of the Board. New Directors thus appointed by way of board resolution must submit themselves for re-election at the next
AGM pursuant to Article 99 of the Articles. During the year, the NC has recommended the appointment of two
new Directors, namely Wee Ee Chao and Wee Ee Lim. The NC has recommended that the new Directors, who
retire by rotation pursuant to this Article, be nominated for re-election as well.
The NC makes recommendations to the Board on all board appointments. The search and nomination process
for new directors (if any) will be conducted through contacts and recommendations that go through the normal
selection process, to ensure the search for the right candidates is as objective and comprehensive as possible.
Details of the Directors’ academic qualifications and other appointments are set out on pages 11 to 13.
Principle 5: Board Performance
The NC has assessed the contributions of each Director to the effectiveness of the Board and evaluated the
performance of the Board as a whole. In evaluating the performance of the Board as a whole, the NC has adopted
certain quantitative indicators which include return on equity, return on assets and the Company’s share price
performance.
Guideline 6: Access to Information
Currently, Directors receive regular financial and operational reports on the Group’s businesses and briefings
during its quarterly board meetings. In addition, management reports comparing actual performance with
budget, highlighting key performance indicators, as well as accounts and reports on the financial performance
of the Group, are also provided. During the quarterly board meetings, key management staff who are able
to explain and provide insights to the matters to be discussed at the board meetings are invited to make the
appropriate presentations and answer any queries from Directors. Directors who require additional information
may approach senior management directly and independently.
Under the direction of the Chairman, the Company Secretary is responsible for ensuring good information flows
within the Board and its committees and between senior management and non-executive directors, as well as
facilitating orientation and assisting with professional development as required.
Directors have separate and independent access to the advice and services of the Company Secretary and may,
either individually or as a group, in the furtherance of their duties and where necessary, obtain independent
professional advice at the Company’s expense.
The Company Secretary and/or the Deputy Company Secretary attends all Board meetings and ensures that all
Board procedures are followed. The Company Secretary, together with other management staff of the Company,
ensures that the Company complies with the requirements of the Companies Act and the Listing Manual of the
Singapore Exchange Securities Trading Limited (“SGX-ST”).
UOL GROUP LIMITED
Annual Report 2006
123
Guideline 7: Procedures for Developing Remuneration Policies
The Remuneration Committee (“RC”) currently comprises three non-executive Directors of which two are
independent. The RC members are:
Lim Kee Ming, Chairman (appointed on 1 February 2007)
Wee Cho Yaw
The RC is currently chaired by an independent Director. The RC is responsible for ensuring a formal procedure for
developing policy on executive remuneration and for fixing the remuneration packages for Directors and senior
management. The RC recommends for the Board’s endorsement a framework of remuneration which covers all
aspects of remuneration, including without limitation, directors’ fees, salaries, allowances, bonuses, options and
benefits-in-kind. It also administers the UOL 2000 Share Option Scheme.
Guideline 8: Level and Mix of Remuneration
In determining remuneration packages, the RC takes into consideration industry practices and norms
in compensation.
In relation to Directors, the performance-linked elements of the remuneration package for executive Directors
are designed to align their interests with those of shareholders. For non-executive Directors, their remuneration
is appropriate to their level of contribution, taking into account factors such as effort and time spent as well as
responsibilities of the Directors.
Mr Gwee Lian Kheng, the only executive Director of the Company, has an employment contract with the
Company which may be terminated by either party giving 3 months’ notice. His remuneration package includes
a variable bonus element (which is substantially linked to the performance of the Company) and share options
of the Company.
The RC makes recommendations to the Board on directors’ fees and allowances. RC members abstain
from deliberations in respect of their own remuneration. Details of the total fees and other remuneration
of the Directors are set out in the Remuneration Report on page 128. Details of the share options granted
to Gwee Lian Kheng, the only executive Director of the Company, during the year are also disclosed on
page 41.
Guideline 9: Disclosure on Remuneration
In relation to employees of the Group, the remuneration policy of the Company seeks to align the interests of
such employees with those of the Company as well as to ensure that remuneration is commercially attractive
to attract, retain and motivate employees. The typical remuneration package comprises both fixed and variable
components, with a base salary making up the fixed component and a variable component in the form of a
performance bonus and/or share options. The report on the remuneration of the top 5 key executives (who are
not directors) of the Company is disclosed on page 128.
Details of the UOL 2000 Share Option Scheme are disclosed on page 40.
Guideline 10: Accountability
The Board is responsible for providing a balanced and understandable assessment of the Company’s
performance, position and prospects, including interim and other price sensitive public reports and reports
to regulators, if required. Management provides to members of the Board for their endorsement, annual
budgets and targets, and management accounts which present a balanced and understandable assessment
of the Company’s performance, position and prospects.
124
UOL GROUP LIMITED
Annual Report 2006
Guideline 11: Audit Committee (“AC”)
The AC comprises three members, with at least two members having many years of financial management
expertise and experience, and all of whom are independent and non-executive Directors. The AC members are:
Lim Kee Ming, Chairman
The AC carries out the functions set out in the Code and the Companies Act. The terms of reference include
reviewing the financial statements, the internal and external audit plans and audit reports, the external
auditors’ evaluation of the system of internal accounting controls, the scope and results of the internal audit
procedures, the cost effectiveness, independence and objectivity of the external auditors and interested person
transactions.
In performing the functions, the AC has met with the internal and external auditors, without the presence
of Management, at least annually and reviewed the overall scope of the internal and external audits and the
assistance given by Management to the auditors.
The AC has explicit authority to investigate any matter within its terms of reference. It has full access to, and
the co-operation of Management, and full discretion to invite any Director or executive officer to attend its
meetings. It has reasonable resources to enable it to discharge its functions properly.
The AC has reviewed and is satisfied with the independence and objectivity of the external auditors and
recommends to the Board the nomination of the external auditors for re-appointment.
During the year, the AC has reviewed and recommended the adoption of the Code of Business Conduct (“CBC”)
to the Board. The CBC contains, inter alia, a whistle-blowing policy to encourage and provide a channel to
employees to report, in good faith and in confidence, concerns about possible improprieties in financial
reporting or other matters. The objective of such arrangement is to ensure independent investigation of such
matters and for appropriate follow-up action.
Guideline 12: Internal Controls
The Board recognises the importance of sound internal controls and risk management practices as part of good
corporate governance. The Board is responsible for ensuring that Management maintains a sound system of
internal controls to safeguard shareholders’ investments and the assets of the Group. The AC, with the assistance
of internal and external auditors, has reviewed, and the Board is satisfied with, the adequacy of such controls,
including financial, operational and compliance controls established by Management.
As the Group continues to expand its business portfolio, it is exposed to a variety of risks. It has put in place
guidelines and strategies to manage these risks and to safeguard its business. The key types of risks include
operational risk, financial risk and investment risk.
Operational Risk
The Group’s operational risk framework is designed to ensure that operational risk are continually identified,
managed and mitigated. This framework is implemented at each operating unit and in the case of the Group’s
hotels, is monitored at the Group level by the Group’s asset management team. In the case of the Group’s
development projects, these are subject to operating risks that are common to the property development
industry and to the particular countries in which the projects are situated. In the case of the Group’s investment
and hotel properties, these are subject to operating risks that are common to the property and hotel industries
and to the particular countries in which the investment and hotel properties are situated. It is recognised that
risks can never be entirely eliminated and the Group must always weigh the cost and benefit in managing the
risks. As a tool to transfer and/or mitigate certain portions of risks, the Group also maintains insurance covers at
UOL GROUP LIMITED
Annual Report 2006
125
levels determined to be appropriate taking into account the cost of cover and risk profiles of the businesses in
which it operates. Complementing the Management’s role is the internal audit which provides an independent
perspective on the controls that help to mitigate major operational risks.
Financial Risk
The Group is exposed to a variety of financial risks, including interest rates, foreign currency, credit and liquidity
risks. The management of financial risks is outlined under Note 36 of the Notes to the Financial Statements.
Investment Risk
The Board of Directors and EXCO have overall responsibility for determining the level and type of business risk
the Group undertakes. The Group has a dedicated Investment Department that evaluates all new investment
opportunities on the bases set out by the Board of Directors and EXCO. All major investment proposals are
submitted to the EXCO and the Board for approval. Ongoing performance monitoring and asset management
of new and existing investments are performed by the Group.
Guideline 13: Internal Audit
The Internal Audit Department of the Group is independent of the activities it audits.
The Internal Audit Manager has a primary direct reporting line to the AC, with administrative reporting to the CEO.
The Internal Audit Department aims to meet or exceed the Standards for the Professional Practice of Internal
Auditing set by the Institute of Internal Auditors.
The Internal Audit function is adequately resourced and has appropriate standing within the Group. The Internal
Audit Manager, who joined the Group in October 1997, holds a Bachelor of Accountancy (Honours) Degree from
the Nanyang Technological University. He is also a non-practising member of the Institute of Certified Public
Accountants of Singapore and a Member of the Institute of Internal Auditors (Singapore).
The AC has reviewed and is satisfied with the adequacy of the Internal Audit function.
Guideline 14: Communication with Shareholders
Guideline 15: Greater Shareholder Participation
The Group engages in regular, effective and fair communication with its shareholders through the quarterly release
of the Group’s results, the timely release of material information through the SGXNET of SGX-ST and the publication
of the Annual Report. Shareholders and investors can also visit the Company’s website at www.uol.com.sg.
The Company also encourages greater shareholder participation at its annual general meetings and allows
shareholders the opportunity to communicate their views on various matters affecting the Company. The
Chairpersons of the EXCO, NC, RC and AC are present and available to address questions at general meetings. The external auditors are also present to address any shareholders’ queries on the conduct of audit and the
preparation of the Auditors’ Report.
DEALINGS IN SECURITIES
In line with Listing Rule 1207(18) on Dealings in Securities, the Company issues annually, with such updates
as may be necessary from time to time, a circular to its Directors, officers and employees prohibiting dealings
in listed securities of the Group from two weeks to one month, as the case may be, before the announcement
of the Group’s quarterly and full-year financial results, and at any time they are in possession of unpublished
material price sensitive information.
126
UOL GROUP LIMITED
Annual Report 2006
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
Number of meetings attended in 2006
NAME OF DIRECTOR
#
BOARD
EXCO
AC
RC
NC
Wee Cho Yaw
Gwee Lian Kheng
Alan Choe Fook Cheong#
Lim Kee Ming
Wong Yuen Weng Ernest (resigned on 12 March 2007)
Wee Ee Chao (appointed on 9 May 2006)
Low Weng Keong
Wee Ee Lim (appointed on 9 May 2006)
Wee Ee Cheong (resigned on 9 May 2006)
4
4
4
4
4
3
4
3
3
1
1
1
1
4
4
4
1
1
1
2
2
2
Number of meetings held in 2006
4
1
4
1
2
appointed as a member of EXCO on 9 May 2006 in place of Mr Wee Ee Cheong
PARTICULARS OF DIRECTORS
Name of Director/ Academic & Professional Qualifications Age
Board Committees as
Chairman or
Member
Directorship:
Date first
appointed
Date last
re-elected
Board
appointment
Executive/
Non-executive
Independent/
Non-independent
Wee Cho Yaw Chinese high school
77
EXCO – Chairman
RC – Member
NC – Member
23.04.1973
19.04.2006
Non-executive
Non-independent
Gwee Lian Kheng
Bachelor of Accountancy (Hons), University of Singapore; Fellow of Chartered Institute of Management Accountants, Chartered Certified Accountants, and Institute of Chartered Secretaries and Administrators;
Member of Institute of Certified Public Accountants of Singapore
Bachelor of Architecture, University of Melbourne; Diploma in Town & Regional Planning, University of Melbourne; Fellowship Diploma, Royal Melbourne Institute of Technology;
Fellow of Singapore Institute of Architects,
Singapore Institute of Planners, and Royal Australian Institute of Architects;
Member of Royal Institute of British Architects, Royal Town Planning Institute,
Royal Australian Planning Institute and American Planning Association
66
EXCO – Member
20.05.1987
19.04.2006
Executive
Non-independent
EXCO – Member AC – Member
RC – Member NC – Chairman
28.03.1979
19.04.2006
Non-executive
Independent
75
UOL GROUP LIMITED
Annual Report 2006
127
PARTICULARS OF DIRECTORS (continued)
Name of Director/ Academic & Professional Qualifications Age
Board Committees as
Chairman or
Member
Lim Kee Ming
Master of Science (International Trade
& Finance) Columbia University, New York; Bachelor of Science (Business Administration)
New York University, USA
79
Wong Yuen Weng Ernest #
Bachelor of Science (Chemical Engineering, Honours), University of Surrey, UK
61
Wee Ee Chao Bachelor of Business Administration,
The American University,
Washington DC, USA
52
Bachelor of Philosophy, Political Science
and Economics (Hons) and Master of Arts from University of Oxford, UK;
Master in Public Administration,
Harvard University, USA
Directorship:
Date first
appointed
Date last
re-elected
Board
appointment
Executive/
Non-executive
Independent/
Non-independent
AC – Chairman
RC – Chairman
NC – Member
23.04.1973
19.04.2006
Non-executive
Independent
AC – Member
16.01.1986
22.04.2005
Non-executive
Independent
EXCO - Member
09.05.2006
Non-executive
Non-independent
60
Nil
23.11.2005
19.04.2006
Non-executive
Independent
Low Weng Keong
Fellow of CPA Australia, Institute of Chartered Accountants in England & Wales and Institute
of Certified Public Accountants of Singapore;
Associate Member of Chartered
Institute of Taxation (UK)
54
Nil
23.11.2005
19.04.2006
Non-executive
Independent
Wee Ee Lim Bachelor of Arts (Economics), Clark University, USA
45
Nil
09.05.2006
Non-executive
Non-independent
*
**
Notes:
1)
Directors’ shareholdings in the Company and related corporations, please refer to pages 38 and 39 .
2) Directorships or Chairmanships in other listed companies and other major appointments, both present and over the preceding 3 years,
please refer to pages 11 to 13 .
3)
* Appointed on 1 February 2007.
#
4)
Resigned on 12 March 2007.
5)
** Appointed on 15 February 2007.
128
UOL GROUP LIMITED
Annual Report 2006
REMUNERATION OF DIRECTORS
Remuneration of Directors
The following table shows a breakdown (in percentage terms) of the remuneration of Directors and details
of share options granted to Directors for the year ended 31 December 2006: Remuneration Bands
Share Defined
Share
Directors’ Option Contribution
Total
Option
2
Salary Bonuses fees
Grants1
Plans
Others Remuneration Grants
%
%
%
%
%
%
%
Number
S$1,250,000 to S$1,500,000 Gwee Lian Kheng
31 55 9 4 - 1 100 100,000
-
S$250,000 to S$1,250,000
Nil - - - - - - - Below S$250,000
Wee Cho Yaw
Alan Choe Fook Cheong Lim Kee Ming
Wee Ee Chao
Low Weng Keong
Wee Ee Lim
Wee Ee Cheong 3
- - - - - - - - - - - - - - - - - - 100 100 100 100 100 100 100 100 100 - - - - - - - - - - - - - - - - - - - - - - - - - - - 100 100 100 100 100 100 100 100 100 - - - - - - - - - Fair value of share options is estimated using the Trinomial Tree model at date of grant.
Refers to options granted on 18 May 2006 under the UOL 2000 Share Option Scheme to subscribe for ordinary shares in the capital of UOL
Group Limited (“UOL”), the holding company. The options may be exercised at any time during the option period from 18 May 2007 to 17
May 2016 at the offer price of S$3.21 per ordinary share.
Wee Ee Cheong resigned from the Board on 9 May 2006.
1
2
3
Gwee Lian Kheng, an executive director of the Company, has an employment contract with the Company which
may be terminated by either party giving three months’ notice. His remuneration package includes a variable bonus
element (which is substantially linked to the performance of the Company) and share options of the Company.
Details of the UOL 2000 Share Option Scheme can be found under the “Report of the Directors” section of this
Annual Report. Remuneration of Key Employees
The remuneration1 of the top five key employees of the Group (who are not directors) is analysed into the
respective remuneration bands as follows: S$500,000 to S$750,000
Gn Hiang Meng
Liam Wee Sin S$250,000 to S$500,000
Wee Wei Ling 2 Below S$250,000 Han Chan Juan (Joined on 1 August 2006)
1
Included in the remuneration is the value of share options granted during the year (if any) under the UOL 2000 Share Option Scheme. Fair
value of share options is estimated using the Trinomial Tree model.
2
Wee Wei Ling is the daughter of Wee Cho Yaw and sister of Wee Ee Cheong, Wee Ee Chao and Wee Ee Lim.
UOL GROUP LIMITED
Annual Report 2006
129
INTERESTED PERSON TRANSACTIONS
Name of interested person
Directors and their associates:
Aggregate value of all interested
person transactions during the
financial year under review
(excluding transactions less than S$100,000
and transactions conducted under
shareholders’ mandate pursuant to
Rule 920 of the Listing Manual) S$’000
– Rental and service income 4,085
–
Consideration for the sale of 3 units
to the immediate family members of a
director in 2 residential developments
in Singapore
2,360
– Project management fees from Vista
Development Pte. Ltd., a joint venture with
an interested person and a third party 735
– Investment in and provision of loan to
Park Developments Pte Ltd., a joint venture
with an interested person and a third party
100,000
MATERIAL CONTRACTS
Except as disclosed under the section on Interested Person Transactions above and in Note 38 (Related Party
Transactions) of the Notes to the Financial Statements, there were no other material contracts of the Company
or its subsidiaries involving the interests of the Chief Executive Officer (as defined in the SGX-ST Listing Manual),
each director or controlling shareholder, either still subsisting at the end of the financial year or if not then
subsisting, entered into since the end of the previous financial year.
130
UOL GROUP LIMITED
Annual Report 2006
SHAREHOLDING STATISTICS
As at 6 March 2007
Class of shares
: Ordinary shares Voting rights
: One vote per share
SIZE OF SHAREHOLDINGS
Range No. of Shareholders
1 – 999 16,941
1,000 – 10,000
9,380
10,001 – 1,000,000
1,868
1,000,001 and above
28
Total:
28,217
%
No. of Shares
%
60.04
33.24
6.62
0.10
100.00
3,097,158
31,039,839
88,672,927
672,181,230
794,991,154
0.39
3.91
11.15
84.55
100.00
No. of Shares
%(1)
1. United Overseas Bank Nominees (Pte) Limited
164,722,607
20.72
2. DBS Nominees Pte Ltd
123,238,048
15.50
3. Wee Investments Pte Ltd
80,345,090
10.11
4. Tye Hua Nominees (Pte) Ltd
74,345,209
9.35
5. Citibank Nominees Singapore Pte Ltd
49,151,154
6.18
6. HSBC (Singapore) Nominees Pte Ltd
38,234,048
4.81
7. DBSN Services Pte Ltd
36,103,525
4.54
8. Raffles Nominees Pte Ltd
34,203,132
4.30
9. Morgan Stanley Asia (Singapore) Securities Pte Ltd
23,440,794
2.95
10. Wah Hin & Co Pte Ltd
8,122,177
1.02
11. Overseas Union Enterprise Limited
4,833,772
0.61
12. DB Nominees (S) Pte Ltd
3,921,034
0.49
13. Kah Motor Co Sdn Bhd
3,398,345
0.43
14. Phillip Securities Pte Ltd
3,338,393
0.42
15. C Y Wee & Co Pte Ltd
3,164,565
0.40
16. Ho Han Leong Calvin
2,611,202
0.33
17. Oversea-Chinese Bank Nominees Pte Ltd
2,175,257
0.27
18. OCBC Nominees Singapore Pte Ltd
2,154,447
0.27
19. Ngee Ann Development Pte Ltd
2,000,000
0.25
20. The Asia Life Assurance Society Ltd-Par Fund
Total:
1,699,340
661,202,139
0.21
83.16
TWENTY LARGEST SHAREHOLDERS
Name Based on information available to the Company as at 6 March 2007, approximately 61% of the issued
ordinary shares of the Company is held by the public and therefore, Rule 723 of the SGX-ST Listing Manual
is complied with.
UOL GROUP LIMITED
Annual Report 2006
131
SHAREHOLDING STATISTICS (continued)
As at 6 March 2007
Substantial Shareholders as shown in the Register of Substantial Shareholders
Name 1.
2.
3.
4.
5.
6.
7.
8.
Direct Interest
Wee Cho Yaw
Wee Ee Cheong
C Y Wee & Co Pte Ltd
Wee Ee Chao
Wee Ee Lim
Wee Investments Pte Ltd
United Overseas Bank Limited (“UOB”)
Haw Par Corporation Limited
Notes : 220,768,442(2)
224,156,593
179,143,687(3)
179,444,221
– 98,512,587
(4)
80,820,597 80,851,345
80,553,452(5)
80,794,941
– 80,535,090
80,252,243(6)
80,252,243
(7)
41,428,805 41,428,805
As a percentage of the issued share capital of the Company, comprising 794,991,154 shares
Mr Wee Cho Yaw’s deemed interest in the shares arise as follows:
(a) 274,858 shares held by his spouse
(b) 98,512,587 shares held by C Y Wee & Co Pte Ltd
(c) 80,535,090 shares held by Wee Investments Pte Ltd
(d) 41,428,805 shares which Haw Par Corporation Limited is deemed to be interested in (e) 17,102 shares held by Kheng Leong Co. (Pte) Ltd
Mr Wee Ee Cheong’s deemed interest in the shares arise as follows:
(a) 3,423 shares held by his spouse (b) 98,512,587 shares held by C Y Wee & Co Pte Ltd
(c) 80,535,090 shares held by Wee Investments Pte Ltd
(d) 75,485 shares held by E C Wee Pte Ltd
(e) 17,102 shares held by Kheng Leong Co. (Pte) Ltd
Mr Wee Ee Chao’s deemed interest in the shares arise as follows:
(a) 2,773 shares held by his spouse (b) 80,535,090 shares held by Wee Investments Pte Ltd
(c) 265,565 shares held by Protheus Investment Holdings Pte Ltd
(d) 17,102 shares held by Kheng Leong Co. (Pte) Ltd
(e) 67 shares held by KIP Investment Holdings Pte Ltd
Mr Wee Ee Lim’s deemed interest in the shares arise as follows:
(a) 1,260 shares held by his spouse (b) 80,535,090 shares held by Wee Investments Pte Ltd
(c) 17,102 shares held by Kheng Leong Co. (Pte) Ltd
(1)
(2)
(3)
(4)
(5)
(6)
(7)
3,388,151
300,534
98,512,587
30,748
241,489
80,535,090
–
–
No. of Shares fully paid
Deemed Interest
Total
% (1)
28.20
22.57
12.39
10.17
10.16
10.13
10.09
5.21
UOB’s deemed interest in the shares arise as follows:
(a) 74,332,898 shares held in the name of Tye Hua Nominees (Pte) Ltd for the benefit of UOB
(b) 551,000 shares and 4,325,617 shares held in the name of United Overseas Bank Nominees (Pte) Limited for the benefit of UOB Life
Assurance Limited and United International Securities Limited respectively
(c) 548,828 shares and 493,900 shares held by UOB Asset Management Ltd (“UOBAM”) as part of unit trusts fund and clients
portfolios respectively which are managed by UOBAM
Haw Par Corporation Limited’s deemed interest in the shares arise as follows:
(a) 26,561,931 shares held by Haw Par Investment Holdings Pte Ltd
(b) 10,527,246 shares held by Haw Par Capital Pte Ltd
(c) 1,747,053 shares held by Pickwick Securities Private Ltd (d) 643,656 shares held by Haw Par Equities Pte Ltd
(e) 1,424,981 shares held by Straits Maritime Leasing Pte Ltd
(f ) 300,000 shares held by Haw Par Trading Pte Ltd
(g) 223,938 shares held by M&G Maritime Services Pte Ltd
2.0
1.8
1.6
0
loW
1.4
1.710
turnover (millions
)
1.690
1.750
1.750
1.870
1.850
1.880
1.850
1.740
1.750
1.730
1.720
2.050
2.240
2.270
2.280
2.400
2.390
2.390
2.700
2.630
2.840
3.000
3.140
3.160
3.280
3.160
3.040
2.980
3.2
2.740
2.900
2.780
2.820
2.8
2.610
2.550
3.0
2.500
2.570
2.330
2.380
2.320
2.290
2.300
2.190
2.410
2.370
2.380
2.270
2.230
2.200
2.240
2.190
2.180
2.170
2.140
2.120
2.420
2.380
2.440
2.280
2.390
2.250
2.160
2.200
2.250
2.230
2.140
2.140
1.960
2.070
2.030
1.910
2.4
2.000
2.010
2.180
2.6
1.750
1.710
1.980
1.970
1.920
1.970
1.890
1.830
1.940
2.150
2.140
2.020
2.060
1.820
1.770
1.730
2.000
1.900
1.890
2.2
1.820
1.710
1.650
1.660
1.620
1.600
1.560
1.590
1.560
1.760
1.710
1.770
1.690
1.780
1.780
1.680
1.900
1.730
1.820
1.890
3.4
3.500
3.6
3.540
3.8
3.920
4.0
4.700
4.700
4.8
4.2
4.260
4.040
132
Annual Report 2006
UOL GROUP LIMITED
For the period from 1 January 2002 to 31 December 2006
SHARE PRICE AND TURNOVER
Prices (s$)
4.6
4.4
J F MA M J J A S ON D J F MA M J J A S ON D J F MA M J J A S ON D J F MA M J J A S ON D J F MA M J J A S ON D
2003
2002
2004
2005
2006
high
Prices (s$)
200
turnoVer (millions
)
190
180
170
160
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
J F MA M J J A S ON D J F MA M J J A S ON D J F MA M J J A S ON D J F MA M J J A S ON D J F MA M J J A S ON D
2002
2003
2004
2005
2006
UOL GROUP LIMITED
Annual Report 2006
133
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 44th Annual General Meeting of the Company will be held at Parkroyal on Beach
Road, Plaza Ballroom, Level 4, 7500A Beach Road, Singapore 199591, on Wednesday, 25 April 2007, at 3.45 p.m.
to transact the following business:
AS ORDINARY BUSINESS
Resolution 1 To receive the Financial Statements and the Reports of the Directors and the Auditors for the
year ended 31 December 2006.
Resolution 2 To declare a first and final tax-exempt (one-tier) dividend of 7.5 cents per ordinary share and
a special tax-exempt (one-tier) dividend of 7.5 cents per ordinary share for the year ended 31
December 2006.
Resolution 3 To approve Directors’ fees of S$378,100 for 2006 (2005 : S$245,000).
Resolution 4 To re-appoint Mr Wee Cho Yaw, who retires pursuant to Section 153(6) of the Companies Act,
Cap. 50, as Director of the Company to hold such office until the next Annual General Meeting
of the Company.
Resolution 5 To re-appoint Mr Alan Choe Fook Cheong, who retires pursuant to Section 153(6) of the
Companies Act, Cap. 50, as Director of the Company to hold such office until the next Annual
General Meeting of the Company.
Resolution 6 To re-appoint Mr Lim Kee Ming, who retires pursuant to Section 153(6) of the Companies Act,
Cap. 50, as Director of the Company to hold such office until the next Annual General Meeting
of the Company.
Resolution 7 To re-elect Mr Gwee Lian Kheng, who retires by rotation pursuant to Article 94 of the Company’s
Articles of Association, as Director of the Company.
Resolution 8 To re-elect Mr Wee Ee Chao, who was appointed during the year and retires pursuant to Article
99 of the Company’s Articles of Association, as Director of the Company.
Resolution 9 To re-elect Mr Wee Ee Lim, who was appointed during the year and retires pursuant to Article
99 of the Company’s Articles of Association, as Director of the Company.
Resolution 10 To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and authorise the
Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without amendments, the following resolutions as
Ordinary Resolutions:
Resolution 11 “That approval be and is hereby given to the Directors of the Company to offer and grant options
in accordance with the regulations of the UOL 2000 Share Option Scheme (the “2000 Scheme”)
and to allot and issue such number of shares as may be issued pursuant to the exercise of share
options under the 2000 Scheme, provided always that the aggregate number of shares to be
issued pursuant to the 2000 Scheme shall not exceed fifteen per cent (15%) of the issued share
capital of the Company from time to time.”
Resolution 12 “That authority be and is hereby given to the Directors of the Company to:
(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus
or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require shares to be issued, including but not limited to the creation and issue
of (as well as adjustments to) warrants, debentures or other instruments convertible
into shares;
at any time and upon such terms and conditions and for such purposes and to such
persons as the Directors may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in
force) issue shares in pursuance of any Instrument made or granted by the Directors while
this Resolution was in force,
134
UOL GROUP LIMITED
Annual Report 2006
NOTICE OF ANNUAL GENERAL MEETING (continued)
provided that:
(1)
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange
Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate
number of shares that may be issued under paragraph (1) above, the percentage of
issued share capital shall be based on the issued share capital of the Company at the
time this Resolution is passed, after adjusting for:
the aggregate number of shares to be issued pursuant to this Resolution (including shares
to be issued in pursuance of Instruments made or granted pursuant to this Resolution)
does not exceed fifty per cent (50%) of the issued share capital of the Company (as
calculated in accordance with paragraph (2) below), of which the aggregate number
of shares to be issued other than on a pro rata basis to shareholders of the Company
(including shares to be issued in pursuance of Instruments made or granted pursuant to
this Resolution) does not exceed twenty per cent (20%) of the issued share capital of the
Company (as calculated in accordance with paragraph (2) below);
(i) new shares arising from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding or subsisting at the
time this Resolution is passed; and
(ii) any subsequent consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with
the provisions of the Listing Manual of the SGX-ST for the time being in force (unless
such compliance has been waived by the SGX- ST) and the Articles of Association for the
time being of the Company; and
(4) (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.”
BY ORDER OF THE BOARD
Secretary
Singapore, 4 April 2007
Notes
A member 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 member of the Company. The instrument appointing a proxy must be deposited at the Registered Office of the Company at
101 Thomson Road, #33-00 United Square, Singapore 307591 not less than 48 hours before the time for holding the Meeting.
Notes to Resolutions
1. In relation to Resolution 4, Mr Wee Cho Yaw will, upon re-appointment, continue as the Chairman of the Board of Directors and the
Executive Committee, and as a member of the Remuneration and Nominating Committees. He is considered a non-independent director.
2. In relation to Resolution 5, Mr Alan Choe Fook Cheong will, upon re-appointment, continue as the Chairman of the Nominating
Committee and as a member of the Executive, Audit and Remuneration Committees. He is considered an independent director.
3. In relation to Resolution 6, Mr Lim Kee Ming will, upon re-appointment, continue as the Chairman of the Audit and Remuneration
Committees, and as a member of the Nominating Committee. He is considered an independent director.
4. In relation to Resolution 7, Mr Gwee Lian Kheng will, upon re-election, continue as a member of the Executive Committee. He is
considered an executive non-independent director.
5. In relation to Resolution 8, the personal particulars of Mr Wee Ee Chao can be found on the “Board of Directors” section in the Summary
Financial Report/Annual Report. Mr Wee Ee Chao will, upon re-election, continue as a member of the Executive Committee. He is
considered a non-independent director.
6. In relation to Resolution 9, the personal particulars of Mr Wee Ee Lim can be found on the “Board of Directors” section in the Summary
Financial Report/Annual Report. He is considered a non-independent director.
7. Resolution 11 is to empower the Directors to offer and grant options and to issue shares in the share capital of the Company pursuant
to the 2000 Scheme, which was approved at the Extraordinary General Meeting of the Company on 23 May 2000. A copy of the Rules
governing the 2000 Scheme is available for inspection by shareholders during normal office hours at the Company’s Registered Office.
8. Resolution 12 is to empower the Directors from the date of that meeting until the next Annual General Meeting to issue, or agree to issue
shares and/or grant instruments that might require shares to be issued, up to an amount not exceeding fifty per cent (50%) of the issued
share capital of the Company (calculated as described) of which the total number of shares to be issued other than on a pro rata basis to
shareholders of the Company does not exceed twenty per cent (20%) of the share capital of the Company (calculated as described).
IMPORTANT: FOR CPF INVESTORS ONLY
1.
For investors who have used their CPF monies to buy UOL shares,
this Report is sent to them at the request of their CPF Approved
Nominee and is sent SOLELY FOR INFORMATION ONLY.
Proxy Form
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.
UOL Group Limited
3.
CPF Investors who wish to attend the Meeting as OBSERVERS have
to submit their requests through their respective Agent Banks so
that their Agent Banks may register with the Company’s Registrar
(Please see Note No. 10 on the reverse).
Annual General Meeting
(incorporated in the Republic of Singapore)
Company Registration No. 196300438C
I/We, (Name)
of (Address)
being a member/members of UOL GROUP LIMITED (“the Company”), hereby appoint:
Name
Address
NRIC/Passport Number Proportion of Shareholdings
No. of Shares
%
and/or (please delete as appropriate)
Name
Address
NRIC/Passport Number Proportion of Shareholdings
No. of Shares
%
or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us on my/our behalf and,
if necessary, to demand a poll, at the 44th Annual General Meeting of the Company to be held at Parkroyal on Beach Road, Plaza
Ballroom, Level 4, 7500A Beach Road, Singapore 199591 on Wednesday, 25 April 2007 at 3.45 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting as indicated below. If no specific
direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter
arising at the Meeting. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.
To be used on a
show of hands
Resolution
Number
Ordinary Resolutions
1.
Financial Statements and Reports of the Directors and the Auditors
2.
Final Dividend and Special Dividend
3.
Directors’ Fees
4.
Re-appointment (Mr Wee Cho Yaw)
5.
Re-appointment (Mr Alan Choe Fook Cheong)
6.
Re-appointment (Mr Lim Kee Ming)
7.
Re-election (Mr Gwee Lian Kheng)
8.
Re-election (Mr Wee Ee Chao)
9.
Re-election (Mr Wee Ee Lim)
10.
Auditors and their Remuneration
11.
Authority to Issue Shares (Share Option)
12.
Authority to Issue Shares (General)
For *
Against *
To be used in the
event of a poll
No. of Votes No. of Votes
For **
Against **
* Please indicate your vote “For” or “Against” with a tick (√ ) within the box provided.
** If you wish to exercise all your votes “For” or “Against”, please tick (√ ) within the box provided. Otherwise, please indicate the number of votes as appropriate.
Dated this day of 2007
Shares in:
(a) Depository Register
(b) Register of Members
Total
Signature(s) or Common Seal of Member(s)
IMPORTANT: PLEASE READ NOTES ON THE REVERSE
No. of Shares
Notes:
1. Save for members which are nominee companies, a member 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/her stead. A proxy need not be a member of the Company.
2. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholdings (expressed as a percentage
of the whole) to be represented by each proxy.
3. This instrument of proxy must be signed by the appointor or his/her duly authorised attorney or, if the appointor is a body corporate, signed by its duly authorised
officer or attorney or executed under its common seal.
4. A body corporate which is a member may also appoint by resolution of its directors or other governing body, an authorised representative or representatives in
accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore, to attend and vote on behalf of such body corporate.
5. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or
proxies shall be deemed to be revoked if a member attends the Meeting in person, and in such event, the Company reserves the right to refuse to admit any person or
persons appointed under this instrument of proxy, to the Meeting.
6. This instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified copy thereof ) must be deposited at the
registered office of the Company at 101 Thomson Road, #33-00 United Square, Singapore 307591, not less than 48 hours before the time fixed for holding the Meeting.
7. Please insert the number of shares held by you and registered in your name in the Register of Members and in the Depository Register of The Central Depository (Pte)
Limited. If no number is inserted, the instrument of proxy will be deemed to relate to all the shares held by you.
8. Any alteration made in this form must be initialed by the person who signs it.
9. The Company shall be entitled to reject this instrument of proxy if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are
not ascertainable from the instructions of the appointor specified in this instrument of proxy. In addition, in the case of a member whose Shares are entered against
his/her name in the Depository Register, the Company shall be entitled to reject any instrument of proxy lodged if such member, being the appointor, is not shown
to have Shares entered against his/her 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.
10. Agent Banks acting on the request of the CPF Investors who wish to attend the Meeting as Observers are requested to submit in writing, a list with details of the investors’
names, NRIC/passport numbers, addresses and number of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach the Company’s Registrar, Lim
Associates (Pte) Ltd at 3 Church Street, #08-01 Samsung Hub, Singapore 049483, at least 48 hours before the time fixed for holding the Meeting.
2ND FOLD HERE
PROXY FORM
Please Affix Postage Stamp
The Company Secretary
UOL GROUP LIMITED
101 Thomson Road
Singapore 307591
3RD FOLD HERE
FOLD THIS FLAP FOR SEALING

Full Annual Report - UOL Group Limited

Transcription

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