Poised For Growth

Transcription

Poised For Growth

Poised For Growth
Allgreen Pr operties Limited
ANNUA L REPORT 2 0 0 9
CONTENTS
One Devonshire
1
Corporate Data
39
Monthly Share Price
Information
3
Corporate Profile
6
Chairman’s Letter To
Shareholders
39
Financial Calendar
40
Corporate Governance
10
Board of Directors
49
Financial Statements
16
Management Team
20
Calendar of Events
115 Statistics of
Shareholdings
24
Operations Review
32
Corporate Structure
34
Financial Highlights
38
Five Year Financial
Summary
117 Notice of Annual
General Meeting
Proxy Form
ALLGREEN PROPERTIES LIMITED
Annual Report 2009
1
CORPORATE
DATA
Board of Directors
Mr Goh Soo Siah - Executive Chairman
Mr Andrew Choo Hoo - Executive Director
Mr Khor Thong Meng - Executive Director
Mr Ang Keng Lam Non-Executive Director
Mdm Kuok Oon Kwong Non-Executive Director
Mr Jimmy Seet Keong Huat Independent Director
Mr Keith Tay Ah Kee - Independent Director
Mr Wan Fook Kong - Independent Director
Company Secretary
Ms Isoo Tan
Registered Office
1 Kim Seng Promenade, #05-02
Great World City, Singapore 237994
T (+65) 6733 2822
F (+65) 6738 3800
w www.allgreen.com.sg
Audit Committee
Mr Jimmy Seet Keong Huat - Chairman
Mdm Kuok Oon Kwong
Mr Wan Fook Kong
Nominating Committee
Mr Wan Fook Kong - Chairman
Mr Keith Tay Ah Kee
Mdm Kuok Oon Kwong
Remuneration Committee
Mr Keith Tay Ah Kee - Chairman
Mr Jimmy Seet Keong Huat
Mdm Kuok Oon Kwong
Management Team
Mr Michael Chang Teck Chai
Senior General Manager (Development)
Mr Wong Lin Chye
General Manager (Development)
Mr Teo Keng Chiong
Ms Lim Geak Keong
Mr Yong Voon Chen
General Manager (Sales)
Ms Cheryl Huan
General Manager (Marketing)
Ms Lim Poh Hiang
Financial Controller
Ms Isoo Tan
Company Secretary and
Legal Counsel
Ms Henrietta Chong
General Manager (Hospitality)
Ms Irene Tan Sock Eng
Marketing Director (Retail)
Ms Jenny Ng Cheow Nghee
Centre Director
Registrar And Share
Transfer Office
Boardroom Corporate & Advisory
Services Pte Ltd
50 Raffles Place, #32-01
Singapore Land Tower,
Singapore 048623
T (+65) 6536 5355
Auditors
Foo Kon Tan Grant Thornton
Certified Public Accountants
Mr Henry Lim Shien Ching
(Partner-in-charge since 2008)
47 Hill Street #05-01
Chinese Chamber of Commerce &
Industry Building, Singapore 179365
T (+65) 6336 3355
Internal Auditors
Ernst & Young
One Raffles Quay, North Tower,
Level 18, Singapore 048583
Principal Bankers
Bank of Tokyo-Mitsubishi Limited
DBS Bank Limited
Malayan Banking Berhad
Oversea-Chinese Banking Corporation
Limited
Standard Chartered Bank
The Hongkong and Shanghai
Banking Corporation Limited
United Overseas Bank Limited
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Annual Report 2009
Allgreen’s core businesses
comprise property
development, property
investment, hospitality,
project and property
management.
Pavilion Park
Annual Report 2009
3
CORPORATE
PROFILE
Allgreen is the Singapore proper ty
enterprise of the Kuok Group, a leading
Asian conglomerate with diversified
businesses including trading, food
industries, manufacturing, real estate,
hotels, shipping and the media.
I n c o r p o r a te d i n 1 9 8 6 a s A l l gre e n
Investments, Allgreen Properties Limited
was listed on the Singapore Exchange
in May 1999. As at 31 December 2009,
the Group has 41 subsidiaries and 13
associated companies.
Allgreen’s core businesses comprise
proper ty development, proper ty
i n v e s t m e n t , h o s p i t a l i t y, p r o j e c t
and property management. As at 31
December 2009, the Group’s assets are
mainly in Singapore and the People’s
Republic of China (“PRC”). It has entered
into various joint ventures to participate
in the development of mixed projects in
Shanghai, Tianjin, Chengdu, Qinhuangdao,
Shenyang and Tangshan in the PRC.
Allgreen has also acquired a prime site in
District 2, Ho Chi Minh City to develop a
condominium project and another site in
Vung Tau City for a mixed development.
As one of the largest property groups
in Singapore, Allgreen Properties has a
balanced quality portfolio of residential
and commercial properties.
Allgreen’s current primary focus is on
residential property development in
Singapore. It has a significant landbank
of about 1.7 million square feet of
attributable gross floor area of residential
development as at 31 December 2009.
The Group has a successful track record
of strong take-up rates for its projects.
A diverse portfolio of development
projects caters to a wide spectrum
of homebuyers’ needs and budgets –
including apartments, condominiums,
terraced and semidetached units.
Currently, the Group has 11 residential
projects under construction or planning
stage. The Group’s investment property
portfolio comprises four properties. The
wholly-owned flagship Great World City
is one of Singapore’s largest integrated
property developments and comprises
two 18-storey office towers connected
by a 4-storey office podium, a 3-storey
with 3 basements retail mall and 304
serviced apartments. Other investment
properties are owned through a 55.4 per
cent stake in Cuscaden Properties Pte
Ltd, which owns the Traders Hotel, a 546room property near Orchard Road; Tanglin
Mall, a niche 3-storey with 4 basements
shopping complex located in the prime
District 10; and Tanglin Place, a 4-storey
with 1 basement commercial complex.
Allgreen is engaged in project management
through its wholly-owned subsidiary – Leo
Property Management Private Limited.
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Annual Report 2009
Holland Residences
Annual Report 2009
The property sector
underwent a tumultuous
year, with prices of private
property plunging 14.1%
in the first quarter of
the year, only to stage a
remarkable recovery, ahead
of the rest of the economy
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6
Annual Report 2009
CHAIRMAN’S LETTER
TO SHAREHOLDERS
Despite the overall challenging
business environment, we have a
much improved 2009 over 2008.
Annual Report 2009
DEAR SHAREHOLDERS
Singapore’s economy contracted by
2% after the financial crisis worsened
considerably in November 2008. The nonseasonally adjusted unemployment rate
rose to 3.0%, even as the country slowly
emerged from one its worst recessions
in history.
T h e p ro p e r t y s e c to r u n d e r we n t a
tumultuous year, with prices of private
property plunging 14.1% in the first
quar ter of the year, only to stage a
remarkable recovery, ahead of the rest of
the economy; by the third quarter private
residential property prices increased by
15.8%. Year on year, prices of private
residential properties strengthened
by 1.8 %.
In 2009, 14,688 private residential units
were sold directly by developers, according
to figures from the Urban Redevelopment
authority (‘URA’). This marks an increase
of 244%, compared to the 4,264 private
residential units sold in 2008 with foreign
buyers once again looking for a safe haven
to park their money and Singaporeans,
encouraged by the improving economy
and low interest rates, re-entering the
market. This prompted the government
in September to take steps to cool
what was seen as the beginnings of a
property bubble, removing the Interest
Absorption Scheme and Interest-Only
Housing Loans and releasing more land
for development. These anti-speculation
measures succeeded in dampening
buying sentiment, with fewer transactions
recorded from October till the end of
the year.
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I n contrast to the recover y in the
residential property market, rentals of
private residential properties weakened
by 14.6% while rentals for office space
declined by 23.6% under the recessionary
conditions which prompted landlords
to accept lower rentals. The retail
sector, likewise, turned in a lacklustre
performance. It improved only towards
the end of the year propelled by the
improving economy and a rebound
in tourist arrivals. Tourism arrivals in
2009 decreased by 4.3% to 9.7 million
travellers affected by the global economic
downturn and H1N1 flu outbreak. S$12.4
billion was generated in tourism receipts.
The sombre performance of the tourism
sector exerted downward pressure on
average room rates and lowered average
hotel occupancy to 76% for the year.
Despite the overall challenging business
environment, we have a much improved
2009 over 2008. Our development sector
posted stronger sales as compared with
the previous year at prices which though
not quite at 2007 levels, were nonetheless
robust. Our investment property, save
for the hotel and service apartment
businesses, which were impacted by the
decrease in tourist arrivals and business
travel, held steady. With the unique
proposition of our retail space being
located outside the Orchard Road belt
and our malls catering to a distinctly
middle class and expatriate clientele, we
enjoyed almost 100% occupancy of our
retail space at slightly higher rates.
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Annual Report 2009
We still have sites acquired in 2007 for
development purposes and are thus in a
good position to continue rolling out new
projects given the buoyant sentiments in
the property market.
One Devonshire
BUSINESS PERFORMANCE
In 2009, 478 residential units were sold,
a 684% increase over the 61 units sold
in 2008. We officially launched our upmarket development, One Devonshire,
in June 2009, to great success. The
development was completely sold out
within a short time. We re-launched VIVA
in August to a good reception. To-date,
all units have been sold. Our ongoing
development, Pavilion Park, continued
to attract buyers and of the existing units
launched for sale, only 2 units remain.
The Court of Appeal finally laid to rest
the legal suit filed by the majority
owners of Regent Gardens, rejecting the
arguments of the majority owners that
the Company was not entitled to make
additional payments to the minority
owners to secure their consent to the
en bloc sale. With judgment given in
our favour, planning for this property
can finally proceed.
We were unsuccessful in securing any new
sites in 2009. We are looking to replenish
our landbank in the coming year and will
continue to assess market conditions
to bid for sites at prices that will give
us a good return on our investment.
As an organisation that is committed
to environmentally sustainable projects
and the adoption of environmentally
friendly practices, we are proud of the
fact that four of our developments,
Holland Residences, Suites at Orchard,
VIVA and Riviera 38, were awarded the
Green Mark Certification. The certification
is a benchmar k ing scheme which
incorporates internationally recognised
best practices in environmental design
and per formance. Additionally, we
completed the upgrading works to some
of our equipment at our Great World City
office and retail space which has seen us
achieve improved chiller system efficiency
of about 35%.
FINANCIAL PERFORMANCE
We are pleased to announce that the
Group’s turnover increased by 76%, to
S$620.8 million, up from S$353.7 million
in 2008. This was due to the strong
performance by all our business sectors,
notwithstanding the challenging business
environment in 2009, but with the greatest
contributions from our development
properties. Margins for development
properties improved over the previous
year; notably, One Devonshire and VIVA
gave us good margins over developments
costs. Profit after tax attributable to
shareholders (excluding fair value gain
of investment properties) was S$173.6
million, a 166% increase over S$65.3
million in 2008.
Given our financial performance, the
Board is pleased to recommend a tax
exempt (one-tier) dividend of 4 cents per
ordinary share for 2009, which, subject to
shareholders’ approval, will be payable in
May 2010.
Annual Report 2009
OVERSEAS INVESTMENT
Our investments in China and Vietnam
are progressing well. Thus far, we have
invested about S$450 million in nine
different projects spread over six cities
in China and S$40 million in Vietnam. In
February, the Company, together with
its Hong Kong partners, successfully bid
for two smaller sites of approximately
94,768 sqm in area in Tangshan City,
Hebei Province, PRC. This followed the
withdrawal of the land bid confirmation
of the original three sites which had
been put up for bidding. The purchase
price of these two sites, is approximately
RMB377 million (approximately S$82.7
million). In March, the Company novated
its rights and interests in the Nanjing Site,
PRC, which it had successfully bid for, to
Shangri-La Asia Limited in light of the
then uncertain economic climate as well
as the fact that the site was suitable only
for the development of one hotel. The
Company continues to be bullish on the
property market in China, where demand
continues to outstrip supply and where
prices have returned to near pre-financial
crisis levels.
Vietnam, the second fastest growing
economy in the Asia Pacific after China,
is another country where we are working
to acquire suitable sites for development
through our wholly-owned subsidiary,
Allgreen Properties (Vietnam) Pte. Ltd.
Given the huge demand for quality
housing among the middle and upper
middle income population segments,
coupled with the political stability and
ever improving legislative framework for
foreign investment, we are optimistic
that Vietnam holds bright prospects for
the Company.
COMMUNITY INVOLVEMENT
In 2009, we contributed approximately
S$100,000 to various causes, carrying on
our annual tradition of giving back to
society, especially in times of difficulty.
OUTLOOK
It is anticipated that global economic
recovery will take place in 2010 although
it is difficult to predict if the property
sector will be better than 2009. If demand
increases, in spite of the government’s
policy measures to rein in overly exuberant
prices, especially in the mass market
segment, we can expect margins to
remain healthy and volume high. We have
a number of projects in the pipeline for
which we remain cautiously optimistic of
their profitability. Our investment property
portfolio will serve us well in 2010.
ACKNOWLEDGEMENTS
On behalf of the Board of Directors,
I would like to express my sincerest
appreciation to our many stakeholders,
in par ticular, our management and
staff, our homebuyers, tenants, guests,
consultants, contractors, suppliers,
business partners and our shareholders
for unwavering support without which
the achievements of 2009 would not have
been possible. I am grateful to members
of the Audit Committee and my fellow
Directors for their invaluable guidance
and contribution during the year. I must
especially record our gratitude to Mr Teo
Joo Kim, who retired from the Board, for
his years of dedicated service and wise
counsel. I look forward with all of you to
the year ahead.
GOH SOO SIAH
Executive Chairman
10 March 2010
VIVA
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10
Annual Report 2009
BOARD OF DIRECTORS
Annual Report 2009
11
STANDING FROM L -R:
Mr Andrew Choo Hoo
Mr Goh Soo Siah
Mr Khor Thong Meng
Mr Wan Fook Kong
Mr Keith Tay Ah Kee
Mdm Kuok Oon Kwong
Mr Ang Keng Lam
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Annual Report 2009
BOARD OF
DIRECTORS
MR GOH SOO SIAH
(AGE: 69)
Executive Chairman
Mr Goh Soo Siah joined Kuok (Singapore)
Limited as an Executive Director in 1970 and
started its property business in 1986. He was
appointed Managing Director of Allgreen
in 1990 and, Executive Chairman in January
2000. He has been on the Board of ShangriLa Hotel Limited since 1974. He also served
on the Board of Sentosa Cove Pte Ltd from
1996 to 2003. In 1995 and 1996 he served
as a Board member of Singapore Tourism
Board. He is a graduate in Economics from the
University of Singapore, and gained an MBA
at the University of British Columbia, Canada.
He is also a Chartered Accountant.
MR ANDREW CHOO HOO
(AGE: 67)
Executive Director
Mr Andrew Choo Hoo joined Allgreen
in 1980 and was appointed an Executive
Director on 1 November 2000. Prior to
joining the Company, he was involved in
project management for eight years, with
a large property development company.
He is a Professional Engineer and a Fellow
of the Institute of Engineers, Singapore. He
graduated from the University of Singapore in
1968 with a Bachelor of Engineering Degree.
In 1975, he obtained a Master of Business
Management Degree from the Asian Institute
of Management.
MR KHOR THONG MENG
(AGE: 59)
Executive Director
Mr Khor Thong Meng joined Allgreen
in 1982 and was appointed an Executive
Director on 1 November 2000. Prior to
joining the Company, he had six years’
experience as a building consultant in both
private and public sectors. He is currently
a Board Member of the National Fire and
Civil Emergency Preparedness Council, and
an Executive Committee Member of the Real
Estate Developers Association of Singapore.
He is also a Fellow of the Society of Project
Managers. He graduated with a Bachelor of
Engineering Degree (First Class Honours)
from the University of Singapore in 1974, and
holds an MBA from the University of California,
Berkeley, USA.
MDM KUOK OON KWONG
(AGE: 63)
Non - Executive Director
Madam Kuok Oon Kwong is an Advocate
and Solicitor (Barrister-at-Law) from Gray’s
Inn, London. She was in private legal practice
in Malaysia from 1974 to 1983. In 1983, she
joined Kuok (Singapore) Limited as the
Company Secretary and Legal Advisor, and in
1984 she was appointed a Director. In 1986,
she became a Director of Allgreen, and she
also sits on the Boards of its subsidiary
companies, Leo Property Management
Pte Ltd, Cuscaden Properties Pte Ltd and
Midpoint Properties Limited. In 1986, she was
appointed Company Secretary of Shangri-La
Hotel, Singapore, and in 1988 she joined its
Board, being appointed Executive Chairman
in January 2000. In November 1998, she was
appointed Managing Director of Shangri-La
Hotels (Malaysia) Bhd. She is also a Director
of Shangri-La Hotel Public Company Limited
(listed in Bangkok).
Annual Report 2009
MR JIMMY SEET KEONG HUAT
(AGE: 72)
Independent Director
Mr Jimmy Seet Keong Huat began his local
career with an international accounting firm
in 1969, and subsequently was employed in
commerce for six years with a multinational
group of companies in Singapore. He
commenced professional practice from 1978
to 1986, and thereafter with an international
accounting firm, from which he retired in
1996. Since then, he has been appointed a
Director of several corporations, including
public listed and private companies. He
became an Independent Director of Allgreen
in April 1999. He was also a Director of Hotel
Negara Limited, listed in Singapore until his
resignation in August 2006.
MR KEITH TAY AH KEE
(AGE: 65)
Mr Keith Tay Ah Kee was appointed as a
Director of Allgreen in January 2000. He was
Chairman and Managing Partner of KPMG Peat
Marwick, from 1984 to 1993. He now serves on
the Boards of several public companies. He is
currently Chairman of Stirling Coleman Capital
Ltd and Aviva Ltd. He is also on the board
of the Singapore International Chamber of
Commerce, of which he was Chairman from
1995 to 1997.
MR WAN FOOK KONG
(AGE: 63)
Mr Wan Fook Kong is a Chartered Surveyor
with more than 30 years’ experience in the
real estate industry, in both the public and
private sectors. Beginning his career in HDB,
he next joined a leading real estate developer,
before moving into private practice. In private
practice, he has been a Proprietary Partner
in Jones Lang Wootton, a Director and
Shareholder in Colliers Goh and Tan (now
known as Colliers International), and ran his
own practice. He was Group Executive Director
of the Chambers Group of Companies, a
real estate consultancy practice. He was a
council member of the Singapore Institute
of Surveyors and Valuers, and has also served
on the Building Advisory Committees of the
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Ngee Ann and Singapore Polytechnics. He
is also a past President of the Association of
Property and Facility Managers. He became
an Independent Director of Allgreen in April
1999.
MR ANG KENG LAM
(AGE: 63)
Non Executive Director
Mr Ang Keng Lam joined the Kuok Group in
1976 as a senior executive. In June 2008, he
was appointed the Vice-Chairman of Kerry
Holdings Limited, the immediate holding
company of Kerry Properties Limited (“KPL”),
a company listed on the Hong Kong Stock
Exchange and in which he was the Chairman
from August 2003 to June 2008. Mr Ang
is a member of the National Committee of
the Chinese People’s Political Consultative
Conference. He is the Chairman of Kerry
Logistics Network Ltd since July 2000. He
is also the Chairman of China World Trade
Center Company Limited, which is listed on the
Shanghai Stock Exchange and the chairman
of a number of companies in the PRC. He has
a Bachelor’s degree in Civil Engineering from
the University of Western Australia and an
MBA from the University of Toronto, and has
also completed the International Advanced
Management Program at Harvard Business
School in November 1998.
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Annual Report 2009
BOARD OF
DIRECTORS
The principal directorships and major appointments of the directors, past and present, are set
out below:Name of Director
Present Principal Directorships
and Major Appointments
Past Directorships
held in the last 3 years
Goh Soo Siah
Allgreen Properties Limited
Shangri-La Hotel Ltd
Kuok (Singapore) Ltd
Midpoint Properties Limited
Shanghai Pudong Kerry City Properties Co., Ltd.
Tianjin Kerry Real Estate Development Co., Ltd.
Evergreen Park Pte Ltd
Queenstown Peak Pte Ltd
Thomson Green Pte Ltd
Andrew Choo Hoo
Khor Thong Meng
National Fire and Civil Emergency
Preparedness Council (Board Member)
Real Estate Developers Association of
Singapore (Executive Committee Member)
Society of Project Managers (Fellow)
Tianjin Kerry Real Estate Development Co., Ltd.
Evergreen Park Pte Ltd
Queenstown Peak Pte Ltd
Ang Keng Lam
Kerry Holdings Limited
China World Trade Center Company Limited
Kerry Properties Limited
Kuok Oon Kwong
Kuok (Singapore) Ltd
Shangri-La Hotel Ltd
Shangri-La Hotels (Malaysia) Bhd
Dalit Bay Golf & Country Club Bhd
Kuok Brothers Sdn Bhd
Shangri-La Hotel Public Company Ltd (Thailand)
International Hotel Management
School Pte Ltd
Full Grow Group Inc.
Shangri-La Asia Limited
Jimmy Seet
Wincox Trading Pte Ltd
Annual Report 2009
15
Name of Director
Present Principal Directorships
and Major Appointments
Past Directorships
held in the last 3 years
Keith Tay
Singapore Post Limited
Rotary Engineering Ltd
FJ Benjamin Holdings Ltd
Stirling Coleman Capital Limited
Aviva Limited
Singapore Reinsurance Corporation Ltd
Singapore Airport Terminal Services Limited
SP PowerAssets Limited
AMVIG Holdings Limited
PowerGas Limited
Singapore Institute of Directors
Singapore International Chamber of Commerce
YTL Pacific Star REIT Management Limited
Singapore Power Ltd
Pokka Corporation (Singapore) Ltd
Wan Fook Kong
Global Creatif Financial Pte Ltd
FK Wan Property Consultants Pte Ltd
Property Facility Services Pte Ltd
Fine Grain Property Consortium (Singapore) Pte Ltd
Fine Grain Property Pte Ltd
FG Property No. 1 Pte Ltd
Ibase Technology Pte Ltd
AA Traffic Pte Ltd
AA Vehicle Inspection Centre Pte Ltd
Smartworks Learning Centre Pte Ltd
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Annual Report 2009
MANAGEMENT TEAM
Annual Report 2009
17
SITTING FROM L-R:
Goh Soo Siah,
Khor Thong Meng,
Andrew Choo and
Michael Chang
STANDING FROM L-R:
Cheryl Huan,
Irene Tan Sock Eng,
Jenny Ng Cheow Nghee,
Isoo Tan, Teo Keng Chiong,
Henrietta Chong,
Wong Lin Chye,
Lim Poh Hiang,
Yong Voon Chen and
Lim Geak Keong.
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Annual Report 2009
MANAGEMENT
TEAM
MR MICHAEL CHANG
TECK CHAI (AGE: 67)
Senior General Manager
(Development)
Mr Michael Chang Teck Chai, Senior General
Manager (Development), joined the Company
in 1981. He is responsible for the project
management of some of the Company’s
development projects. From 1972 to 1980, he
was employed by the Public Works Department.
He is a Member of the Royal Institution of
Chartered Surveyors, the Chartered Institute of
Arbitrators, Chartered Management Institute
and Singapore Institute of Surveyors and
Valuers. He holds a Professional Diploma in
Quantity Surveying.
MS HENRIETTA CHONG (AGE: 47)
General Manager (Hospitality)
Ms Henrietta Chong, General Manager
(Hospitality), joined the Company in November
1999 as Director of Sales/Marketing. She is
responsible for the overall management of
the Company’s serviced apartments. Before
joining the Company she was one of the
Business Development Directors of the former
Westin Stamford & Westin Plaza in Singapore.
She has more than 27 years in the hospitality
industry. She is currently also serving as the
Vice President of the Singapore Serviced
Apartments’ Association.
MS IRENE TAN SOCK ENG (AGE: 53)
Marketing Director (Retail)
MR WONG LIN CHYE (AGE: 55)
M r Wo n g L i n C hye, G e n e r a l M a n a g e r
(Development), joined the Company in 1983.
He is responsible for the project management
of some of the Company’s development
projects. Before joining the Company, he
worked in property management in both
public and private sectors for four years. He
graduated from the University of Singapore
with a BSc Degree in Estate Management
in 1979.
Ms Irene Tan Sock Eng, Marketing Director
(Retail), joined the Company in 1993. She is
responsible for the leasing of retail units in
Tanglin Place, Tanglin Mall and Great World
City. She has more than 27 years’ experience
in tenant relations and the leasing of space for
retail and commercial centres. Prior to joining
the Company, she spent 13 years as Tenant
Relations Manager and Leasing Manager for a
listed property company.
MS JENNY NG CHEOW NGHEE
(AGE: 54)
MS LIM POH HIANG (AGE: 40)
Centre Director
Financial Controller
Ms Lim Poh Hiang, Financial Controller, was
with the Company from 1995 to 2006 and
rejoined the Company in July 2008. She
is responsible for overseeing the Allgreen
Group’s financial and management accounting
payroll and taxation matters. From 2006 to
July 2008, she was a Finance Manager of the
property division of the F&N group. Prior to
joining the Allgreen Group, she was an auditor
with an international public accounting firm.
She is a Certified Public Accountant and holds
a Bachelor of Accountancy Degree (Honours)
from the Nanyang Technological University.
Ms Jenny Ng Cheow Nghee, Centre Director,
joined the Company in 1995. She is responsible
for operations, centre management and
tenant liaison for Tanglin Place, Tanglin Mall
and Great World City. She has more than 27
years’ experience in the retail and shopping
centre business.
Annual Report 2009
19
MS ISOO TAN (AGE: 44)
MR TEO KENG CHIONG (AGE: 49)
Company Secretary and Legal Counsel
Ms Isoo Tan, Company Secretary and Legal
Counsel, joined the Company in August 2000.
She is responsible for overseeing Allgreen
Group’s legal and corporate secretarial matters.
Prior to joining the Company, she had over six
years’ experience in private practice at major
law firms in Singapore, and over three years’ inhouse legal experience with a conglomerate
having diversified business interests. She holds
a Bachelor of Law Degree (Honours) from the
National University of Singapore.
Mr Teo Keng Chiong, General Manager
He is responsible for project management and
also heads the Company’s Quality Assurance
Department. Before joining the Company, he
worked with the Housing and Development
Board. He holds the Bachelor of Science
(Building), Postgraduate Diploma in Building
Science and Masters of Science (Real Estate)
degrees from the National University of
Singapore. He is a member of the Singapore
Institute of Surveyors and Valuers.
MR YONG VOON CHEN (AGE: 43)
General Manager (Sales)
MS LIM GEAK KEONG (AGE: 54)
Mr Yong Voon Chen, General Manager (Sales),
joined the Company in 1994. He is in charge
of the Marketing Department and responsible
for the marketing of the Company’s residential
projects, as well as the leasing of office space
at Great World City. He has more than 20
years’ experience in real estate marketing
and project management. Before joining the
Company, he worked with the public housing
authority for four years. He holds a Bachelor of
Building Degree (Honours) from the National
University of Singapore and a Postgraduate
Diploma in Financial Management.
MS CHERYL HUAN (AGE: 41)
General Manager (Marketing)
Ms Cheryl Huan, General Manager (Marketing),
joined the Company in August 2005. She is
responsible for the marketing of the Company’s
residential projects in Singapore and overseas.
She has more than 15 years of experience in
real estate marketing and valuation. Prior to
joining the Company, she worked for a large
property developer for 8 years. She holds a
Bachelor Degree in Estate Management and
Masters Degree in Real Estate, both from the
National University of Singapore.
Ms Lim Geak Keong, General Manager
She is responsible for project management.
Before joining the Company, she had 5 years’
experience in private practice at architectural
firms in Singapore. She holds the Bachelor
of Architecture Degree from the National
University of Singapore.
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Annual Report 2009
CALENDAR
OF EVENTS
The Cascadia
FEBRUARY 2009
20
09
On 11 February, the Company successfully
bidded for 2 smaller sites in Tangshan City,
Hebei Province, PRC, released by the PRC
authorities for open bidding following the
withdrawal of the land bid confirmation of
the original 3 sites. The purchase price of the
2 Tangshan sites of approximately 94,768 sqm
in area, is approximately RMB 377 million
(approximately S$82.7 million).
On 23 February, the appeal on the Regent
Garden matter was heard in the Court of
Appeal. Judgment was reserved.
T h e Co m p a ny re l e a s e d i t s u n a u d i te d
consolidated results for year ended 31
December 2008 on 26 February which reported
a significant decline in the Group’s attributable
profit from S$493.5 million in 2007 to S$67.4
million in 2008. The results included a fair value
gain of investment properties (net of tax and
minority interests) of S$348.5 million for Year
2007 and S$2.1 million for Year 2008.
The Company announced on 20 February that
it has obtained in-principle approval from the
Vung Tau authorities to develop a project in
Vung Tau City, Vietnam. The site is strategically
located in a prime resort location with an area
of approximately 230,000 sqm. The Company
intends to develop villas and apartments on
the site.
Annual Report 2009
MARCH 2009
21
AUGUST 2009
In light of the economic climate then, the
Company entered into a deed on 16 March
with Shangri-La Asia Ltd (“SA”) and Kerry
Properties Ltd to transfer its 15% interest in the
Nanjing site to SA.
The Company released its unaudited second
quarter and half year results on 12 August.
APRIL 2009
VIVA was relaunched on 3 August with strong
sales achieved.
The Annual General Meeting was held on 28
April at the Traders Hotel.
The Company released its unaudited first
quarter 2009 results on 28 April. The Group’s
attributable profit improved by 67% from
S$17.5 million in 1Q 2008 to S$29.2 million in
1Q 2009.
MAY 2009
The Company received the judgment of
the Court of Appeal on 29 May in respect
of the Regent Garden case. The Court of
Appeal dismissed the majority owners’ appeal
with costs, rejecting the argument of the
majority owners that the Company was not
entitled to make additional payments to the
minority owners to secure their consent to the
collective sale of Regent Garden.
The Group’s attributable profits improved by
52% from S$34.6 million in 1H2008 to S$52.7
million in 1H2009.
NOVEMBER 2009
The Company released its unaudited third
quarter results on 2 November which saw
strong earnings primarily due to the successful
launches of One Devonshire and VIVA. The
group’s profit attributable to shareholders
improved by 92% to S$126.7 million from
S$65.8 million last year, in the 9 months
of 2009.
FEBRUARY 2010
T h e Co m p a ny re l e a s e d i t s u n a u d i te d
consolidated results for the year ended 31
December 2009 on 25 February which reported
a 141% improvement in the group’s profit
attributable to the shareholders from S$67.4
million in 2008 to S$162.7 million in 2009.
JUNE 2009
Company staff enjoyed a 4-day trip to Siem
Reap, Cambodia.
One Devonshire, a high-end project, was
officially launched on 20 June. The project is
fully sold within a short period.
The Cascadia
22
VIVA
Annual Report 2009
Annual Report 2009
23
With the unique proposition
of our retail space being
located outside the Orchard
Road belt and our malls
catering to a distinctly
middle class and expatriate
clientele, we enjoyed almost
100% occupancy of our retail
space at slightly higher rates.
24
Annual Report 2009
OPERATIONS
REVIEW
On 29 May 2009, the Company received the
judgment of the Court of Appeal in respect
of our en bloc acquisition of Regent Garden
which was transacted in 2008. The Court of
Appeal dismissed the majority owners’ appeal
with costs. The court rejected the argument
of the majority owners that the Company was
not entitled to make additional payments to
the minority owners to secure their consent to
the collective sale of Regent Garden.
Blossoms@Woodleigh
DEVELOPMENT PROPERTIES
The quick turnaround of the property sector
from as early as the first quarter of 2009,
boosted sales of our development properties.
There was a 76 % increase in sales with the
property development business contributing
75 % of total revenue, compared with 53% in
2008. A total of 478 units, as at 31 December
2009, were sold from our developments,
a 684% or nearly seven and a half times
substantial increase over the total number of
units sold in 2008.
We launched two developments during the
course of the year. One Devonshire, a highend project, was officially launched on 20
June 2008. All 152 units were quickly sold
out. This was followed by VIVA, a mid- to
high-end development along Thomson Road
which was relaunched on 3 August 2009. The
balance 220 units were sold out as at to-date.
Pavilion Park, our ongoing landed project in
Bukit Batok continued to attract buyers for the
limited number of units still remaining on the
market. In total 72 units were sold during the
year. Only 2 units remain unsold as at todate for
phases launched.
Pavilion Par k Phase 1Cb and Cair nhill
Residences obtained TOP during the year. The
Cascadia, our 536-unit development along
Bukit Timah, should be ready for launch in
early 2010. 187 units were sold in 2007 to two
private funds and some individuals, ahead of
the launch. Holland Residences, within walking
distance of Holland Village, was launched in
January 2010, and has achieved strong sales
to-date. Our other development in the prime
district, RV Residences along River Valley, is still
in the planning stages. We had revised the mix
of apartment types within this development.
Currently, 246 apartments with a mix of one,
two and three bedrooms are planned for, with
a roof-top swimming pool, attic and basement
carpark making up the development.
Depending on the economic conditions and
the state of the property market, the coming
year may see the launch of a number of new
projects. The Company has within its portfolio,
a mix of developments straddling the mid-to
upper end segment, such as Suites at Orchard,
RiverBay, Riviera 38 and Sky Suites@Anson at
Enggor Street, some or all of which may be
released to the market in 2010.
CONSTRUCTION AND
MANAGEMENT
Our upgrading works to the operational
equipment, in particular, the air-conditioning
and chiller systems, in Great World City office
and retail were completed during the course
of the year. We had undertaken these works
pursuant to an Energy Audit carried out
in 2008 under a grant from the National
Environment Agency. As a result of the new
equipment installed, we have already begun
to see energy efficiency of up to 35%. Due to
the positive results from this project and our
continued commitment to be environmentally
friendly, we will be undertaking a similar audit
for Tanglin Mall in 2010 under a similar grant
Annual Report 2009
25
Holland Residences
room rates, experienced lower revenues from
decreased room rates and lower occupancy.
The revenue contribution was, therefore,
largely driven by continued healthy rentals
from our retails and office space, despite the
general downturn in the Singapore retail and
office rental market due to the soft economy.
from the National Environment Agency. This
project is anticipated to take about 12 months,
at the minimum.
We are proud of the fact that four of our
developments, namely, Holland Residences,
Suites at Orchard, VIVA and Riviera 38, were
awarded the Green Mark Certification by the
Building and Construction Authority, further
underlining our pursuance of creating projects
which are environmentally responsible. The
certification, which was introduced in 2005 to
encourage and propel the local construction
industr y towards more environmentally
friendly and sustainable buildings, is a stringent
benchmarking system which incorporates
international best practices in environmental
design and performance.
INVESTMENT PROPERTIES
AND HOTEL
Our investment properties, namely Great
World City Office and Retail, Great World
Serviced Apartments, Tanglin Mall and Tanglin
Place, together with Traders Hotel, contributed
24.4% of total revenue, a decrease of 22.8%
compared with 47.2% of total revenue last
year. Traders Hotel, unfortunately, in line with
the general downturn in the tourism and
hospitality sector which pushed down average
Midpoint Properties Limited, which owns
Great World City development, made a profit
before tax and fair value adjustment of S$64.8
million as compared to S$57.6 million in 2008.
Cuscaden Properties Pte Ltd, the holding
company for Tanglin Mall, Tanglin Place and
Traders Hotel, posted a profit before fair value
adjustment and tax of S$22.3 million, against
S$26.3million in 2008.
GREAT WORLD SERVICED
APARTMENTS
Great World Service Apartments achieved
an average of 79.9 % occupancy in 2009 as
compared to 88.8% in 2008. The relatively
weak demand drove rental rates down 15%
as compared to 2008. Total revenue was 23.1%
down as compared to the previous year.
The general improvement works to common
areas and to the amenities such as the gym
and steam rooms were completed during
the course of the year. This is timely given
the expected rebound in the tourism and
corporate travel sector during the year ahead,
although the rebound is expected to be a
gradual one. We also took the opportunity
in a less hectic year, to send our workers
for training under the Skills Programme for
Upgrading and Resilience (SPUR) to enhance
the service levels within our organisation.
26
Annual Report 2009
OPERATIONS
REVIEW
With the global economy and consequently
those of Singapore and the region showing
signs of recovery, we hope the demand for
longer stay visitors in 2010 will improve. We
also hope to experience a spillover effect
into the service apartment sector from the
increased demand for hotel rooms, given the
exciting tourist events lined up such as the
inaugural Youth Olympics and the opening of
the Integrated Resorts as well as the general
rebound of the travel sector.
RETAIL
The addition and alteration works to Tanglin
Mall, which saw the addition of a new wing,
were completed in 2007. We are currently
enjoying almost 100% occupancy of this
mall, including new lettable space. Bucking
the trend of the market, we managed to
obtain better rentals yields of about 10% for
new and renewed rentals. We continued to
ensure a tenant mix that caters to the needs
of the shoppers within the Tanglin/Orchard
area. Some of the exciting new tenants we
welcomed included casual dining restaurant
Chilli’s Grill and Bar, which opened its first
outlet in Singapore, Shopping at Tiffany’s, a
boutique offering lady’s wear, and Jus Music,
catering to piano and guitar enthusiasts.
Pavilion Park
With the major reconfiguration and renovation
works to Great World City having been
completed in 2008, we undertook some minor
reconfiguration to Basement 1. This was with
the aim of further increasing the amount of
lettable space and maximising rental yields.
One of the exciting developments during
the year, was the incorporation of a cooking
studio, So EZ Cooking Studio, within Food
Junction food court. The studio, with its glass
enclosure, shows off the culinary skills of
aspiring cooks to diners within the food court.
The studio occupies space formerly taken up
by Food Junction’s gourmet snack boutique,
Kokoro and a children’s play corner. On the
ground floor, Laura Ashley, increased its store
area by another 1000 square feet. New tenants,
such as Qi Mantra, specializing in eastern spa
treatments, Browhaus, a strip-waxing specialist
and Z-fencing added to the greater variety of
the lifestyle offerings of the mall and helped
maintain its positioning as an alternative
shopping destination to the main Orchard
Road belt.
OFFICES
Our office space at Great World City achieved
an average occupancy of 93.8% in 2009. This
was in spite of the fluctuations in the office
rental rates due to the post-crisis economic
climate which, coupled with the release of new
space, resulted in the slow take-up of office
space. Committed occupancy at year end was
around 95.9%, compared with 97.1% in 2008.
Tanglin Place had average occupancy of 98.3%
with 97.4% committed occupancy at the end
of 2009 compared with 100% in 2008. Office
occupancy and rentals within our properties
are expected to remain stable, despite the fact
that generally, there are continuing concerns,
in the short-term, of oversupply of office space
and muted business activity. Having said this,
we are unlikely to be impacted by overall drop
in rents, being located outside the Central
Business District which has born the brunt of
downward pressures on rentals.
TRADERS HOTEL
Tr a d e r s H o t e l w a s i m p a c t e d b y t h e
comparatively weak tourism sector which saw
a drop in tourist arrivals compared with 2008.
Tourists arrivals reached 9.7 million in 2009.
Total occupancy decreased by 7.3% to 71.0%,
down from 78.3% last year. Average room
rates decreased by S$56.09 or 22.7%, in line
with industry standards. Revenue decreased
by 26.4% or S$15 million from S$56.9 million
in 2008.
Annual Report 2009
The tourism sector is expected to pick up
in 2010. The inaugural Youth Olympics, the
opening of the Integrated Resorts and the
MICE (meetings, incentives, conventions and
exhibitions) sector are expected to boost
tourism arrivals which will favourably impact
the hotel industry as a whole.
SUPPORT OPERATIONS
Leo Property Management Private Limited
oversees the project management of all
Allgreen’s properties and hotel projects.
Wyndham Supplies Pte Ltd assists in the
sourcing of building materials for the Group.
Together with other support operations,
they accounted for 0.1% of total revenue, as
compared to 0.2% in 2008.
These companies support Allgreen’s core
business by streamlining the procurement
process, finding new sources of raw materials
and maintaining strict standards of inspection,
testing and quality control.
OVERSEAS INVESTMENTS
Our development projects in the PRC are
progressing well. Our hotel in Shanghai,
part of a mixed development in Pudong,
near the Shanghai World Expo, is on track
to have its soft-opening in the last quarter
of 2010. Basement work for Phase 1 of our
development in Tianjin has commenced. In
Chengdu, which is our first residential site, we
have also commenced basement work. The
rest of our developments in the PRC, namely
in Qinhuangdao, Shenyang and Tangshan
City, are in the planning stages. In March 2009,
we novated all our rights, interests, liabilities,
duties and obligations in the site situated in
Nanjing City, PRC, to Shangri-La Asia Limited
(“SA”). We had successfully tendered for this site
in September 2008 together with SA and the
subsidiary of Kerry Properties Limited (“KPL”)
for the development of a hotel. We decided to
give up our rights as that site was only suitable
for the development of a hotel, for which SA
would be better suited to handle.
Our developments in Vietnam are also
progressing well. Our first development there,
of approximately 16,000 sqm prime residential
site in District 2 of Ho Chi Minh City, will be
ready for launch sometime in the first half of
2010. Piling works having already commenced
VIVA
at this site. Our other site in Vung Tau City, a
seaside residential development about two
hours from Ho Chi Minh City, is in the planning
stages with most relevant permits being
processed. In February, in-principle approval
was obtained from the relevant authorities
to develop the Vung Tau City project. We
now thus have two ongoing residential
development projects in Ho Chi Minh City.
Both the markets of the PRC and Vietnam
hold great promise given the strong demand
and the shortage of supply for good quality
housing. We will continue to source for other
sites in these countries which hold good
potential for development.
27
28
Annual Report 2009
PROGRESS
REPORT
THE CASCADIA
187 out of 536 units have been sold todate.
CAIRNHILL RESIDENCES
97 apartments. All units have been sold.
TOP was obtained in November 2009.
PAVILION PARK
78 units in Phase 1A have been fully sold.
TOP was obtained in November 2001.
83 units in Phase 1B have been fully sold.
TOP was obtained in March 2003.
Phase 1C was launched in May 2007. Todate, all units have been sold. TOP for 28
units were obtained in February 2008,
with balance units in February 2009.
Phase 2A was launched in November 2007.
To-date 16 out of 17 units have been sold.
TOP was obtained in January 2010.
Phase 2B was launched in December 2007.
To-date, all 30 units have been sold.
Phase 2C was launched in January 2008.
To-date, all 40 units have been sold.
Phase 2D was launched in September
2009. To-date, all 40 units have been sold.
The remaining phases with units of
approximately 221 terraces and semidetached houses have not been launched.
ONE DEVONSHIRE
152 condominium units. The project was
launched on 20 June 2009. All units have
been sold.
HOLLAND RESIDENCES
83 condominium units. Showflats
completed. The project was soft-lauched
on 25 January 2010. To-date, 74 units have
been sold.
One Devonshire
VIVA
235 condominium units. Relaunched on 3
August 2009. All units have been sold.
D’LOTUS
83 apartment units. All units have been sold.
SUITES AT ORCHARD
118 apartment units. At planning stage.
RIVERBAY
RIVIERA 38
RV RESIDENCES
246 apartment units. Showflats completed.
SKYSUITESANSON
360 condominium units. At planning stage.
WEST COAST ROAD
29
Annual Report 2009
DEVELOPMENT
PROPERTIES
As at 31 December 2009
Name/
Location
Tenure Type of
development
Pavilion Park at
Bukit Batok Road
- Phase 1Ca
- Phase 1Cb
- Phase 2A
- Phase 2B
- Phase 2C
- Phase 2D
- Phase 1D/2E-2J
FH
Stage of
Construction
Actual /
Expected Year
of Temporary
Occupation
Permit
Landed
Effective
Equity
Interest
(%)
Site
Area
(SQM)
Gross
Floor
Area
(SQM)
10,990
10,063
3,049
4,868
6,476
6,503
61,045
3,614
6,383
8,492
8,498
47,061
90
TOP
TOP
Under Construction
Under Construction
Under Construction
Under Construction
Planning Stage
Feb 2008
Feb 2009
2010
2010
2011
2011
N.A.
Cairhill Residences FH
at Cairnhill Circle
Apartments
TOP
Nov 2009
100
3,877
10,851
The Cascadia at
Bukit Timah Road
FH
Condominium
Construction In
Progress
2010
65
27,571
57,072
One Devonshire at FH
Devonshire Road
Condominium
Construction In
Progress
2011
70
7,329
20,522
Holland Residences FH
at Taman Warna
Condominium
Construction In
Progress
2011
100
6,855
9,597
VIVA at Jalan Korma FH
Condominium
Construction In
Progress
2012
80
11,901
33,324
RV Residences at
River Valley Road
999
Apartments
Showflats
Completed
N.A.
92
6,723
18,824
Riviera 38 at Mar
Thoma Road
999
Apartments
Planning Stage
N.A.
100
2,828
7,918
RiverBay at Mar
Thoma Road
999
Apartments
Planning Stage
N.A.
100
1,994
5,583
SkySuites@Anson at 99
Enggor Street
Apartments
Planning Stage
N.A.
90
2,788
23,420
Project at West
Coast Road
FH
Condominium
Planning Stage
N.A.
100
7,038
9,853
Suites at Orchard
99
Apartments
Planning Stage
N.A.
100
3,586
10,041
175,421 291,118
N.A - Not Available Yet
30
Annual Report 2009
OVERSEAS
INVESTMENTS
Country/
City
Tenure
Type
Holding
Company
Effective
Equity
Interest
(%)
Approximate
Site Area
(sqm)
Approximate
Gross Floor
Area (sqm)
31 Dec 2055
Mixed (Office/
Serviced
Apartments/
Retail/Hotel)
Allgreen Properties
(Shanghai) Pte. Ltd.
16
58,900
245,000
23 Jan 2078
(for residential)
23 Jan 2058
(for non
residential)
Mixed (Residential/
Office/ Serviced
Apartments/
Retail/Hotel)
Allgreen Properties
(Tianjin)
Pte. Ltd.
31
86,164
484,654
China
(Chengdu)
Site (I):
11 Sep 2077
(for residential)
11 Sep 2047
(for commercial)
Mixed (Residential/
Commercial/
Serviced
Apartments)
Allgreen Properties
(Chengdu)
Pte. Ltd.
China
(Chengdu)
Site (II):
31 Oct 2077
(for residential)
31 Oct 2047
(for commercial)
25
141,661
636,882
10
194,199
442,200
Leasehold up to:
China
(Shanghai)
China
(Tianjin)
Site (III) *
China
(Qinhuangdao)
Site (I):
31 May 2077
(for residential)
31 May 2047
(for commercial)
Allgreen Properties
(Qinhuangdao)
Pte. Ltd.
Site (I)
31 May 2077
(for residential)
*
China
(Shenyang)
4 August 2059
(for residential)
4 August 2049
(for commercial)
Mixed (Hotel/
Office/ Retail/
Apartments)
Allgreen Properties
(Shenyang)
Pte. Ltd.
30
172,694
1,361,598
China
(Tangshan)
*
Mixed (Hotel/
Residential)
Jeston Investments
Pte Ltd
25
94,769
277,503
Vietnam
(Ho Chi Minh City)
*
Residential
Allgreen Properties
(Vietnam) Pte. Ltd.
65
15,600
86,844
Vietnam
(Vung Tau City)
*
Residential
Allgreen Properties
(Vietnam) Pte. Ltd.
90
228,786
345,257
992,773
3,879,938
Land use Rights Certificate has not been issued.
Annual Report 2009
AND HOTEL
Name/Location
Tenure
Type
Holding
Company
Effective
Equity
Interest
(%)
NET LETTABLE
AREA (SQM)/
NO. OF
ROOMS
Leasehold to
30 May 2090
Retail
Cuscaden
Properties Pte Ltd
55.4
13,557 sqm
Leasehold to 30
May 2090
Hotel
Cuscaden
Properties
Pte Ltd
55.4
546 rooms
Tanglin Place
91 Tanglin Road
Freehold
Retail/Office
Tanglin Place
Development
Pte Ltd
55.4
3,213 sqm
Great World City Mall
1 Kim Seng Promenade
Freehold
Retail
Midpoint
Properties Limited
100
37,867 sqm
Great World City Offices
Freehold
Office
Midpoint
Properties Limited
100
29,423 sqm
Great World Serviced
Apartments
2 Kim Seng Walk
Freehold
Serviced
Apartments
Midpoint
Properties Limited
100
304 apartments
Tanglin Mall
163 Tanglin Road
Traders Hotel
1A Cuscaden Road
31
32
Annual Report 2009
CORPORATE STRUCTURE
Kerry Development
(Chengdu) Ltd.
Million Palace
Development
(Chengdu) Co., Ltd
Wealthy Plaza
Development
(Chengdu) Ltd.
25%
- Suites At Orchard (Handy Road)
- Project at West Coast Road
25%
Allgreen Properties
(Chengdu) Pte. Ltd.
- Investment in Chengdu
25%
Lucky Billion Development
(Qinhuangdao) Co., Ltd
10%
Sky Fair Development
(Qinhuangdao) Co., Ltd
10%
Shanghai Pudong Kerry City
Properties Co. Ltd.
(Investment in Shanghai Expo)
16%
Kerry (Shenyang) Real Estate
Development Co., Ltd.
Tianjin Kerry Real Estate
Development Co., Ltd.
Golden Age Joint Venture Ltd. Co.
31%
Allgreen - Vuong Thanh
Company Limited.
Allgreen Properties
Allgreen Properties
(Shenyang) Pte. Ltd.
Allgreen Properties
(Tianjin) Pte. Ltd.
100%
100%
100%
100%
Benefit Investments
Pte. Ltd. (Dormant)
100%
Binjai Crest Pte Ltd
- Binjai Crest at
Jalan Kampong Chantek
80%
Boonridge Pte Ltd
- The Cascadia at
Bukit Timah Road
Bukit Batok
Development Pte Ltd
- Pavilion Park at
Bukit Batok Road
Cairnhill Green Pte Ltd
- Cairnhill Residences at
Cairnhill Circle
65%
90%
100%
65%
Allgreen –
98%
Vuong Thanh Properties
Company Limited
Allgreen Properties
Management Services
Co., Ltd.
30%
Allgreen Properties
(Qinhuangdao) Pte. Ltd.
100%
Allgreen Properties
(Vietnam) Pte. Ltd.
100%
Arcadia Development
Pte. Ltd.
- SkySuites@Anson
98%
Asiawide Resources Pte Ltd
- RV Residences at
River Valley Road
90%
Allgreen - Vuong Thanh Trung Duong Co., Ltd
Beatty Holdings Pte Ltd #
- Kerrisdale at Beatty Road
Bedok Properties Pte Ltd #
-Baywater at Bedok Reservoir
Road/Bedok North Ave 3
Belfin Investments Pte. Ltd.
(Dormant)
100%
90%
92%
80%
85%
100%
Devonshire Peak Pte Ltd
- One Devonshire at
Killiney Road
Eastwood Green Pte Ltd
- Riviera 38 at
Mar Thoma Road
Green Bay Pte Ltd
- River Bay at
Mar Thoma Road
Holland Village
Development Pte Ltd
- Holland Residences
at Taman Warna
25%
Ruihe Real Estate
(Tangshan) Co., Ltd.
25%
100%
100%
100%
Leo Property
Management Private Limited 100%
(Project Management &
Estate Agent)
Jeston Investments Pte Ltd
Hengyun Real Estate
(Tangshan) Co., Ltd.
70%
100%
55.4%
Cuscaden Properties Pte Ltd
- Tanglin Mall
- Traders Hotel
25%
Central
Laundry
Pte Ltd
(Laundry
Services)
100%
Tanglin Place
Development
Pte Ltd
-Tanglin Place
Annual Report 2009
100%
Midpoint Properties
Limited
- Great World
Serviced
Apartments
- Great World City
(Retail)
- Great World City
(Office)
Ong Lye Development
Pte Ltd #
- Cherry Gardens at
Lorong Lew Lian
Petals Development
Pte. Ltd.
(Dormant)
Perfect Bright Pte. Ltd.
(Dormant)
Rufiji Pte Ltd
- D’Lotus at
Lorong Ampas
Thomson Peak Pte Ltd
- VIVA at Jalan Korma
Thomson Vale Pte Ltd #
- Horizon Green at
Ang Mo Kio
Ave 2 / Ave 5
Valleypoint Investments
Pte. Ltd.
(Dormant)
100%
75%
100%
Wyndham Construction
(Pte) Ltd
(Construction)
Woodleigh Gardens Pte Ltd
-Blossoms@Woodleigh
100%
Wyndham Supplies Pte Ltd
(Building Materials)
100%
Wyndham Asia Co Ltd
(Myanmar)
85%
Wyndham Sdn Bhd #
(Malaysia)
Yishun Residency Pte Ltd
- The Shaughnessy at
Miltonia Close/Yishun Ave 1
100%
100%
100%
80%
100%
# In Member’s Voluntary Liquidation
43%
33.37%
33
34
Annual Report 2009
FINANCIAL
HIGHLIGHTS
2009
2008
% change
For the year (S$’000)
REVENUE
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
80,733
84,628
293,116
162,299
87,884
74,115
113,352
78,385
-8.14%
14.18%
158.59%
107.05%
TOTAL
620,776
353,736
75.49%
29,231
23,422
74,000
46,991
17,456
17,187
31,188
(504)
67.46%
36.28%
137.27%
nm
TOTAL
173,644
65,327
165.81%
PROFIT ATTRIBUTABLE TO SHAREHOLDERS
- After Fair Value (Loss)/Gain of Investment Properties
162,741
67,411
141.42%
63,615
31,807
75.00%
At year end (S$’000)
Share Capital
Reserves
Retainted Profits
1,177,185
86,668
1,097,046
1,177,185
102,562
966,112
0.00%
-15.50%
13.55%
TOTAL SHAREHOLDERS’ FUNDS
Minority Interests
2,360,899
292,474
2,245,859
272,226
5.12%
7.42%
TOTAL EQUITY
2,653,373
2,518,125
5.37%
TOTAL BORROWINGS
1,044,322
1,263,458
-17.34%
TOTAL ASSETS
3,982,227
4,043,293
-1.51%
10.92
10.23
4.11
4.24
165.65%
141.27%
PROPOSED FINAL DIVIDENDS
Net dividends (cents per share)
Cover
4.00
2.56
2.00
2.12
75.00%
37.74%
NET TANGIBLE ASSETS PER SHARE (S$)
1.48
1.41
4.96%
NET DEBT TO EQUITY AND MINORITY INTERESTS (time)
0.34
0.45
-24.44%
RETURN ON ASSETS
- before revaluation (loss)/gain of investment properties
- after revaluation (loss)/gain if investment properties
4.36%
4.09%
1.62%
1.67%
169.14%
144.91%
RETURN ON SHAREHOLDERS’ FUNDS
- before revaluation (loss)/gain of investment properties
- after revaluation (loss)/gain if investment properties
7.35%
6.89%
2.91%
3.00%
152.58%
129.67%
PROFIT/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS
- Before Fair Value (Loss)/Gain of Investment Properties
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
PROPOSED DIVIDENDS
Financial Ratios
EARNINGS PER SHARE (CENTS)
Basic - before fair value (loss)/gain of investment properties
Basic - after fair value (loss)/gain of investment properies
nm:
not meaningful
Annual Report 2009
35
As at 31 December 2009, out of the total borrowings of S$1,044.3 Million, bilateral bank
borrowings accounted for 61% and medium term notes accounted for the balance; 39% of
the total borrowings were at fixed rates whilst the rest were at variable rates. Interest rates are
monitored closely by a treasury team and we managed to keep the group’s average interest rate
for the year 2009 at below 4%.
SHAREHOLDERS’ EQUITY
The share Capital of the Group remained at $1,177.2 million at 31 December 2009.
The Group ended the year 2009 with profit attributable to the shareholders at S$162.7 million,
as compared to S$67.4 million in 2008.
Overall, the shareholders’ funds increased by S$115.0 million to S$2,360.9 million. The net
tangible asset backing as at 31 December 2009 was S$1.48 per share.
36
Annual Report 2009
FINANCIAL
HIGHLIGHTS
TOTAL ASSETS IN MILLIONS
AS AT 31 DECEMBER 2009
2,295
(57.6%)
1,684
(42.3%)
2,443
(60.4%)
3
(0.1%)
1,597
(39.5%)
3
(0.1%)
Investment
Properties
and Hotel
Investment
Properties
and Hotel
Development
Properties
Development
Properties
Others
Others
SOURCE OF BORROWING
39%
61%
Bilateral Bank Notes
27%
73%
Medium Term Notes
37
Annual Report 2009
TURNOVER BY
BUSINESS SEGMENT
IN S$ MILLION
PROFIT BEFORE TAX
BY SEGMENT 1
IN S$ MILLION
700
250
PROFIT ATTRIBUTABLE
TO SHAREHOLDERS 1
IN S$ MILLION
200
600
200
150
500
150
400
100
100
300
50
200
50
100
0
0
-50
05
06
07
08
0
09
05
06
07
08
09
Development Properties
Investment Properties & Hotel
Others
Others
05
06
07
08
09
Head Office Expense
(1)
RETURN ON ASSETS
This profit excluded the fair value gain of
investment properties
RETURN ON
SHAREHOLDERS’ FUND
2
7%
4.5%
EARNINGS PER SHARE
 BASIC IN CENTS
2
10
9
4.0%
6%
8
3.5%
5%
7
3.0%
2.5%
4%
2.0%
3%
6
5
4
1.5%
3
2%
1.0%
2
1%
0.5%
1
0%
05
06
07
(2)
08
09
0%
05
06
07
08
09
0
05
Return and earnings are based on Group’s attributable profit before fair value gain of investment properties
06
07
08
09
2
38
Annual Report 2009
FIVEYEAR
FINANCIAL SUMMARY
2009
2008
2007
2006
2005(1)
Group Profit and Loss Accounts (S$’000)
Revenue (1)
Others
TOTAL
468,494
151,648
634
620,776
185,869
167,107
760
353,736
421,157
146,870
808
568,835
345,744
127,703
3,059
476,506
200,040
113,857
3,711
317,608
Profit & Loss (1)
Others
Head Office Expense
160,705
86,765
(2,345)
(12,372)
36,814
83,078
(1,315)
(10,114)
130,752
72,853
2,772
(12,876)
52,830
58,757
2,380
(8,424)
37,974
58,226
575
(7,499)
Share of Results of Associated Companies
Profit before fair value (loss)/gain of investment properties
and taxation
232,753
(1,627)
108,463
(850)
193,501
(359)
105,543
18
89,276
89
231,126
107,613
193,142
105,561
89,365
Profit Attributable to Shareholders
- before fair value (loss)/gain of investment properties
- after fair value (loss)/gain of investment properties
173,644
162,741
65,327
67,411
144,987
493,457
75,943
75,943
63,318
63,318
Group Balance Sheets (S$’000)
Current Assets
Investment Properties
Fixed and Other Assets
Associated Companies
Total Borrowings
Other Liabilities Including Minority Interests
1,496,777
1,615,350
1,683,800
1,681,300
296,579
313,803
505,071
432,840
(1,044,322) (1,263,458)
(577,006)
(533,976)
1,460,503
1,667,500
342,591
139,085
(856,156)
(519,081)
1,167,503
1,285,500
218,637
46,890
(571,313)
(724,406)
1,396,032
1,221,500
210,514
5,722
(766,802)
(429,732)
Total Net Assets
2,360,899
2,245,859
2,234,442
1,422,811
1,637,234
Share Capital
Reserves
Retained Profits
Shareholders’ Funds
1,177,185
86,668
1,097,046
1,177,185
102,562
966,112
1,177,185
79,037
978,220
859,356
378,545
184,910
526,527
633,098
477,609
2,360,899
2,245,859
2,234,442
1,422,811
1,637,234
10.92
10.23
4.10
4.23
9.23
31.40
7.20
7.20
6.02
6.02
4.00
2.56
2.00
2.12
5.00
6.21
4.00
1.46
6.00
1.25
Financial Ratios
Earnings Per Ordinary Share (cents)
Basic - before fair value (loss)/gain of investment properties
Basic - after fair value (loss)/gain of investment properties
Proposed Final Dividends
Gross dividends (cents per share)
Tax exempt (one-tier) dividends (cents per share)
Cover
Special Interim Dividends
Net Dividends (cents per share)
-
-
-
0.30
-
1.48
1.41
1.40
1.34
1.55
Return on assets
4.36%
4.09%
1.62%
1.67%
4.02%
13.67%
2.79%
2.79%
2.23%
2.23%
Return on shareholders’ fund
7.35%
6.89%
2.91%
3.00%
6.49%
22.08%
5.34%
5.34%
3.87%
3.87%
0.34
0.45
0.30
0.29
0.39
Net tangible assets (S$)
Net debt to equity and minority interests (time)
(1)
Figures for year 2005 have been reclassified to conform with 2006 presentation.
Annual Report 2009
39
MONTHLY SHARE
PRICE INFORMATION
S$ Per Share
850
3.0
800
2.5
SES
Property
Closing
Index
750
700
650
2.0
600
550
1.5
500
High
Close
450
Low
1.0
400
350
0.5
300
250
0
200
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
HIGH
0.490
0.485
0.440
0.630
1.140
1.120
1.270
1.260
1.330
1.200
1.170
1.260
CLOSE
0.470
0.395
0.405
0.560
1.040
1.010
1.200
1.170
1.130
1.150
1.140
1.230
LOW
0.430
0.395
0.355
0.405
0.570
0.920
0.870
1.070
1.110
1.060
1.110
1.130
FINANCIAL CALENDAR
Financial Year End
Announcement of Unaudited 2009 First Quarter Results
Announcement of Unaudited 2009 Half Year Results
Announcement of Unaudited 2009 Third Quarter Results
Announcement of Unaudited 2009 Full Year Results
Date of Annual General Meeting
Final Dividend Entitlement Date
2009 Proposed Final Dividend Payment Date
31 December
28 April 2009
12 August 2009
2 November 2009
25 February 2010
28 April 2010
6 May 2010
20 May 2010
40
Annual Report 2009
CORPORATE
GOVERNANCE
The Company is committed to maintaining a high standard of corporate governance, and has always recognised the importance of
good governance to ensure continued growth, success and justify investor confidence. In view of this, the Company is pleased to
disclose below the manner in which it has applied the principles of good governance.
This Report is presented in a tabular format with the specific Guidelines of the Corporate Governance Code of 2005 complied set out
alongside our Report. Any deviation from the Guidelines is disclosed and explained in our Report.
BOARD OF DIRECTORS PRINCIPLES 1 AND 10
The Company is headed by an effective Board of Directors to lead, and control its operations and affairs.
The Board is collectively responsible for the success of the Group and works with management, which
is accountable to the Board to achieve this.
The Board has delegated specific responsibilities to three committees, namely, the Audit, Nominating and
Remuneration Committees which operate within defined Terms of Reference. These committees have the
authority to examine particular issues and report to the Board with their recommendations.
Guideline 1.3:
Delegation of authority
by the Board to the Board
Committees
The Board is scheduled to meet at least four times a year to review and approve the Company’s key
strategic and operational matters, financial and funding decisions, to supervise executive management
as well as to approve its financial results before public announcement. The Company will present
quarterly announcements of its financial results to shareholders so that shareholders are able to have
a fair assessment of the Company’s performance and prospects. The Articles of Association of the
Company allows the Board to conduct telephonic and other means of electronic conference meetings,
if circumstances require. Apart from its statutory responsibilities, the Board also ensures that the principal
risks of the Company’s business are identified and properly managed.
Guideline 1.4:
Board to meet regularly
There is a schedule of matters reserved specifically for Board approval, including amongst others, major
investment proposals or divestments, policy or strategic matters affecting the Group, re-organisations or
substantial transactions which have a material impact on the Group. The Board takes objective decisions
in the interest of the Group.
Guideline 1.5:
Matters requiring board
approval
There is an orientation exposure programme for new Board members which includes visits to development
and investment properties, briefing by the CEO, Financial Controller and Company Secretary to facilitate
their understanding of the Group. Directors also have to continuously update or train themselves on new
laws, regulations and changing commercial risks. New Directors will be provided with a formal letter,
setting out the scope of his/her duties and obligations.
Guidelines 1.6 and 1.8:
Directors to receive
appropriate training
The Board is responsible for the overall strategy and direction of the Group whilst the Executive Chairman
and Management Team are responsible for day-to-day operations and administration. To ensure that the
Board is able to fulfil its responsibilities, management provides the Board with monthly management
accounts of the Group’s and the Company’s performances.
The Board is accountable to the shareholders while Management is accountable to the Board.
BOARD BALANCE PRINCIPLE 2
There is a strong and independent element on the Board with Independent Directors forming one-third
of the Board.
Guideline 2.1:
One-third of directors to
be independent
Annual Report 2009
41
CORPORATE
GOVERNANCE
The Board has eight members, of whom five are non-Executive (inclusive of three Independent Directors)
and three - the Chairman Mr Goh, Mr Choo and Mr Khor - are Executive Directors. In considering the scope
and nature of operations of the Group, the Board considers its current size and members whose core
competencies, qualifications, skills and experience are extensive and complementary, to be adequate
and appropriate. The Board will examine its size and composition whenever circumstances require it.
Details of the Directors’ academic and professional qualifications and other appointments are set out on
pages 12 to 15 of this Annual Report.
Guideline 2.3:
Board to determine its
appropriate size
Guideline 2.4:
Board to comprise
directors with core
competencies
The three non-Executive Independent Directors are professionals drawn from a broad spectrum of
expertise who can provide a balance of views in the Board make-up. The Board considers them to be
independent having regard to the criteria set out in the Code of Corporate Governance 2005.
EXECUTIVE CHAIRMAN PRINCIPLE 3
The Executive Chairman, being the Chief Executive Officer (CEO) of the Group, has overall responsibility for
the management and daily operation of the Group, supported by the respective Heads of Departments.
The Executive Chairman also provides Board leadership and apart from the three Independent Directors,
is supported by two Executive Directors and two other non-Executive Directors of the relevant calibre
and experience necessary for the balance of authority on the Board. The Executive Chairman sets the
agenda for each Board meeting in consultation with the 2 Executive Directors and senior managers
where relevant.
Guideline 3.2:
Chairman’s role
The role of the Executive Chairman is not separate from that of the CEO as the Board, upon its
consideration, felt that there is adequate accountability and transparency as reflected by the internal
controls established within the Group. As Executive Chairman, Mr Goh Soo Siah plays a pivotal role
in assisting the Board in developing policies and strategies, and ensuring that they are implemented
effectively. The Board is unanimous in its decision that it would currently not be in the Group’s interest
to effect a separation in the role of the Chairman from that of the Chief Executive Officer as this would
slow down the Group’s decision-making and implementation process.
REELECTION OF DIRECTORS PRINCIPLE 4
In accordance with the Company’s Articles of Association, one-third of the Board including the Executive
Chairman is subject to re-election annually.
The Directors who are retiring and who, being eligible, will offer themselves for re-election at the next
Annual General Meeting are named below:
Date of
appointment
Date of last
election
Directors due for
re-election*
Mr Goh Soo Siah
1.10.1986
28.4.2008
-
Mr Andrew Choo Hoo
1.11.2000
28.4.2009
-
Mr Khor Thong Meng
1.11.2000
27.4.2007
*
Mr Ang Keng Lam
26.11.2003
27.4.2007
*
Mdm Kuok Oon Kwong
1.10.1986
28.4.2009
-
12.4.1999
28.4.2009
#
Mr Keith Tay Ah Kee
18.1.2000
28.4.2009
-
Mr Wan Fook Kong
12.4.1999
28.4.2008
*
#
Mr Jimmy Seet Keong Huat, who is over the age of 70, will on re-appointment continue in office as a Director of the Company until the next AGM of
the Company.
42
Annual Report 2009
CORPORATE
GOVERNANCE
NOMINATING COMMITTEE PRINCIPLES 4 AND 5
The Nominating Committee has three members. All are non-Executive Directors, with the Chairman and
one member being Independent Directors.
Guideline 4.1:
Composition of
nominating committee
The Nominating Committee is charged with the responsibility to review and make recommendations
and nominations on new board appointments and re-appointments. The Nominating Committee may
invite candidates through personal contacts or other Board members or through an independent
search at the Singapore Institute of Directors or other professional bodies. In assessing these candidates,
the criteria to be employed by the Nominating Committee shall include contribution to the Group’s
businesses and development, and the potential Directors’ business contacts. The Nominating Committee
is also responsible for evaluating the effectiveness and performance of the Board as a whole in view of
the complementary and collective nature of the Directors’ contributions. The evaluation parameters
are based on objective performance criteria such as the success of strategic and long term objectives,
effectiveness of the Board in monitoring management’s performance against set goals and attendance
at meetings. The Nominating Committee is scheduled to meet at least once a year and at such other
times as may be necessary.
Guideline 4.5:
Process for the selection
and appointment of new
directors to the board
Guideline 5.1
Process for assessing
the effectiveness of the
Board as a whole and
the contribution of each
individual director to the
effectiveness of the Board
The Nominating Committee has conducted a review of the Directors based on performance, revenue
growth of the Group, attendance record of Directors, experience, skills and prospects and considered
the independence criteria of the independent Directors. The Nominating Committee was satisfied that
the independent Directors have no existing relationship with the Group which could be seen to interfere
with the exercise of independent judgement.
The number of Nominating Committee meetings held during the financial year ended 31 December
2009 and details of attendance of each committee member are disclosed on page 45.
When a Director serves on multiple boards, that Director is required to ensure that sufficient time and
efforts are allocated to the affairs of each company with assistance from management, who provides
complete and timely information on a regular basis for effective discharge of his/her duties as well as a
comprehensive schedule of events drawn up in consultation with the relevant Director.
REMUNERATION COMMITTEE PRINCIPLES 7, 8 AND 9
The Remuneration Committee has three members, all of whom are non-Executive and a majority,
including the Chairman are independent. The members are all respected individuals knowledgeable in the
field of executive compensation. The Remuneration Committee reviews the remuneration of Directors and
key executives of the Group, and makes recommendation on an appropriate framework of remuneration
for the Board and key executives. The Remuneration Committee’s recommendation is submitted to the
Board for endorsement. The Remuneration Committee has adopted a set of performance criteria which
link a significant portion of the Executive Directors’ remuneration package to corporate and individual
performance thus aligning their interests with those of shareholders, and take into account effort and time
spent and responsibilities of non-Executive Directors. The Remuneration Committee reviews remuneration
through a process which considers Group and individual performance. The remuneration of Executive
Directors and key executives comprises 2 components – fixed and variable components, the latter is
dependent on the achievement of the Group’s business performance as well as individual performance.
The Remuneration Committee also considers employment conditions within the industry to ensure that
the package is competitive and sufficient to attract, retain and motivate key executives.
Guideline 9.1:
Disclosure of
remuneration policy, level
and mix of remuneration,
procedure for setting
remuneration and link
between remuneration
paid to directors and
key executives, and
performance
Annual Report 2009
43
CORPORATE
GOVERNANCE
In addition, the Remuneration Committee administers the Allgreen Share Option Scheme established
on 17 May 2002, in accordance with the rules as approved by shareholders. Details of the scheme can
be found on page 51 of the Directors’ Report.
The number of Directors and top 5 key personnel whose remuneration falls within the following bands
for the year ended 31 December 2009 are as follows:
Number of Directors
Range of Remuneration
Executive
Non-Executive
Top 5 key Executives
1
1
1
6
-
1 (1)
4 (2)
-
S$250,000 and below
S$250,001 to S$500,000
S$500,001 to S$750,000
S$750,001 to S$1,000,000
S$3,500,001 to S$3,750,000
The top 5 Key Executives are:
(1)
Irene Yeo-Tan
(2)
Henrietta Chong, Lim Poh Hiang, Isoo Tan and Yong Voon Chen
a)
Director’s Remuneration and Fees
The breakdown (in percentage terms) of the remuneration of the Directors of the Company for the year ended 31 December 2009
is as follows:
Salary
inclusive of
employer’s
CPF
Bonus
inclusive of
employer’s
CPF
Directors’
Fees(1)
Other
Benefits
Total
S$250,000 and below
Ang Keng Lam
Kuok Oon Kwong
Seet Keong Huat Jimmy
Keith Tay Ah Kee
Teo Joo Kim (2)
Wan Fook Kong
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
100%
100%
100%
100%
0%
0%
0%
0%
0%
0%
100%
100%
100%
100%
100%
100%
Between S$500,001 to S$750,000
Andrew Choo Hoo
43%
52%
4%
1%
100%
Between S$750,001 to S$1,000,000
Khor Thong Meng
33%
63%
3%
1%
100%
Between S$3,500,001 to S$3,750,000
Goh Soo Siah
15%
83%
2%
0%
100%
Directors
None of the Directors has entered into a service contract with the Company.
The number of Remuneration Committee meetings held during the financial year ended 31 December 2009 and details of
attendance of each committee menber are disclosed on page 45.
(1)
Subject to approval by shareholders as a lump sum at the Annual General Meeting for the financial year ended 31 December 2009.
(2)
Mr Teo Joo Kim resigned on 15 January 2009.
44
Annual Report 2009
CORPORATE
GOVERNANCE
b)
Remuneration of Key Executives
The remuneration of the Group’s top 5 key executives takes into account the pay and employment
conditions within the industry and is performance-related. The Board is of the opinion that it is not in
the best interest of the Group to disclose the details of their remuneration due to the competitiveness
of the industry for key talent.
Guideline 9.2:
Remuneration of top 5
key executives
AUDIT COMMITTEE PRINCIPLE 11
The Audit Committee has three members. All are non-Executive Directors, with the Chairman and
one member being independent Directors. All members have relevant accounting or related financial
management expertise, with the Chairman as a qualified accountant.
The members of the Audit Committee are scheduled to meet at least four times a year and perform the
following functions:
•
•
•
•
•
•
•
•
Review with the external auditors their audit plan, evaluation of the internal controls (including
financial, operating, compliance controls and risk management), audit report and any other
matters that the external auditors wish to discuss;
Review of audit matters, their scope and results, and cost effectiveness;
Review the adequacy, standards and effectiveness of internal controls, including financial,
operating and compliance controls, and risk management policies and systems within the
Group, and evaluate the adequacy and effectiveness of such controls, reporting procedures and
internal audit functions;
Review of significant financial reporting issues and judgments including the quarterly financial
statements before announcement and other announcements to shareholders and the Singapore
Exchange, prior to submission to the Board;
Conduct investigations into any matter within the Audit Committee’s scope of responsibility
and review of any significant findings of investigations with full access to Management and
discretion to invite any Director or officer to attend its meetings;
Assess the independence and objectivity of the external auditors, approve the remuneration
and terms of engagement of the external auditors;
Recommend to the Board on the appointment or re-appointment of external auditors and
in the case of foreign subsidiaries and associated companies under the management control
of the Company, but not audited by the Company’s auditors, the Audit Committee would be
required to satisfy itself that the appointed auditors would not compromise the standard and
effectiveness of the audit of the Company;
Review and recommend to the Board on the appointment, replacement, reassignment or
dismissal of the internal auditors;
•
Review the assistance given by the Company’s officers to the external and internal auditors;
•
Review interested person transactions; and
•
Implement the “whistle-blowing” policy established by the Company pursuant to which staff may,
in confidence, raise concerns about possible improprieties in matters of financial reporting or
other matters, conduct independent investigations and appropriate follow-up action.
Guideline 11.8
Composition of audit
committee and details of
the committee’s activities
45
Annual Report 2009
CORPORATE
GOVERNANCE
The number of Audit Committee meetings held during the financial year ended 31 December 2009 and
details of attendance of each committee member are disclosed below.
The Audit Committee has reviewed the value of non-audit services by the external auditors to the Group
and is satisfied that the nature and extent of such services will not prejudice the independence and
objectivity of the external auditors.
The Board and the Audit Committee are further satisfied that the appointment of the auditors of its
subsidiary and associated companies, which are different from the Company’s auditors, would not
compromise the standard and effectiveness of the audit of the Group. In addition, the subsidiary and
associated companies that do not engage the Company’s auditors, are not considered as significant
as the Company’s share of their net tangible assets do not represent 20% or more of the Company’s
consolidated net tangible assets, nor do their pre-tax profits account for 20% or more of the Company’s
consolidated pre-tax profits.
The Audit Committee would meet with the external and internal auditors at least once a year, without
the presence of the Company’s management.
The number of Directors’ and other committees’ meetings and the record of attendance of each Director
during the financial year ended 31 December 2009 is set out below:
Name of Director
Board of
Directors
Meetings
No.
held
No.
attended
Mr Goh Soo Siah
(Executive Chairman)
4
4
Mr Andrew Choo Hoo
(Executive Director)
4
Mr Khor Thong Meng
(Executive Director)
Audit Committee
Membership
Meetings
No.
held
No.
attended
No
-
-
4
No
-
4
4
No
Mr Ang Keng Lam
(Non-Executive Director)
4
4
Mdm Kuok Oon Kwong
(Non-Executive Director)
4
Mr Jimmy Seet
Keong Huat
(Independent Director)
Membership
Meetings
No.
held
No.
attended
No
-
-
-
No
-
-
-
No
No
-
-
4
Yes
4
4
4
Yes
(Chairman)
Mr Keith Tay Ah Kee
4
4
Mr Teo Joo Kim
(Non-Executive Director) *
4
Mr Wan Fook Kong
4
*
Remuneration
Committee
Nominating Committee
Membership
Meetings
No.
held
No.
attended
No
-
-
-
No
-
-
-
-
No
-
-
No
-
-
No
-
-
4
No
-
-
Yes
1
1
4
4
No
-
-
Yes
1
1
No
-
-
Yes
1
1
Yes
(Chairman)
1
1
-
No
-
-
Yes
1
1
No
-
-
4
Yes
4
4
Yes
(Chairman)
1
1
No
-
-
Mr Teo Joo Kim resigned as Director on 15 January 2009. Mdm Kuok Oon Kwong replaced him on the Nominating Committee with
effect from 15 January 2009.
46
Annual Report 2009
CORPORATE
GOVERNANCE
SUPPLY OF INFORMATION PRINCIPLE 6
All Directors are provided with complete, adequate and timely information prior to meetings and on
a regular basis to enable them to fulfil their duties properly. Management is also prepared to provide
further information and explanation on materials given to Directors and shall meet to discuss any issue
prior to a Board meeting, if required.
Guideline 6.1:
Management to provide
board with adequate and
timely information
In exercising their duties, the Directors have independent access to senior management and the Company
Secretary (who is responsible to the Board for ensuring that Board procedures are followed, and that
applicable laws and regulations are complied with). If necessary, the Directors can seek professional advice
and services on areas which they deem necessary, at the expense of the Company.
Board should have
separate independent
access to senior
management
WHISTLEBLOWING POLICY PRINCIPLE 11
The Company has put in place a whistle-blowing policy and procedures which provide employees with
channels for reporting any wrong-doing, illegal, unethical, improper or fraudulent conduct etc. The aim
of this policy is to encourage and enable employees to report any wrong-doing in good faith, and ensure
that employees making such reports will be treated fairly and justly.
Guideline 11.7:
Audit Committee to
review arrangements for
staff to raise concerns/
possible improprieties to
Audit Committee
INTERNAL CONTROLS PRINCIPLE 12
The Board acknowledges its responsibility for the Group’s system of internal control. Key systems within
management have been established to provide the Board with assurance that problems are identified
and dealt with on a timely basis, including an effective management structure.
Guideline 12.2
Adequacy of internal
controls, including
financial, operational and
compliance controls, and
risk management systems
The Group has a system for reporting and monitoring the performance of each department at regular
management meetings. Internal financial controls are in existence which provide reasonable assurance
of the maintenance of proper accounting records, reliability of financial information, and compliance with
applicable laws and regulations. Results of operating companies are reported on a monthly/bi-monthly
basis. There is in existence a tendering system in respect of purchasing and sub-contracting commitments
or arrangements for key operating companies.
These systems can however, only provide reasonable but not absolute assurance against material
misstatement, loss or fraud.
The internal control mechanism is further strengthened with the existence of periodic audit checks by
independent internal auditors.
INTERNAL AUDIT FUNCTION PRINCIPLE 13
The internal audit function is currently outsourced to Ernst & Young, who reports directly to the Audit
Committee which is tasked to oversee and review the adequacy of the overall systems of internal controls
within the Group. The internal auditors have identified the Group’s main business processes, the activities
in each of the Group’s key business segments and the Group companies responsible for these business
activities and processes. Based on this information, they have proposed an audit plan, which will cover
the main operating companies over a two-year audit cycle.
Guideline 13.1:
Internal auditor to report
to audit committee
Annual Report 2009
47
CORPORATE
GOVERNANCE
Having an internal audit function assures the Board of Directors of the maintenance of proper accounting
records and the reliability of the information used within or published by the Company. The internal
auditors work closely with the external auditors to ensure effective use of resources and to avoid
duplication of efforts. The internal auditors, Ernst & Young is a corporate member of the Institute of
Internal Auditors (“IIA”) and its approach is consistent with the standards for the Professional Practice of
Internal Auditing promulgated by the IIA.
Guideline 13.2:
Internal auditor should
meet standards set by
internationally recognised
professional bodies
DISSEMINATION OF PUBLIC INFORMATION PRINCIPLES 14 AND 15
The Company takes a serious view of maintaining full and adequate disclosure, in a timely manner, of
material events and matters concerning its businesses. Consequently it has adopted a policy of making
all necessary disclosures in public announcements, press releases, circulars to shareholders and annual
reports. Where there is inadvertent disclosure made to a selected group of people, the Company will
make the same disclosure publicly as soon as practicable.
Guideline 14.1:
Company to regularly
convey pertinent
information
In addition to the timely release of financial results through the Stock Exchange, summaries of financial
results are advertised in daily newspapers at least twice a year. The Company has also established a
website at www.allgreen.com.sg for shareholders and the public to obtain up-to-date information on
the Group’s developments, announcements and annual reports.
The Annual General Meeting (AGM) of the Company provides a principal forum for dialogue and
interaction with shareholders. Notice of the AGM and annual report are sent to shareholders at least 21
days before the date of meeting. The Articles of Association of the Company allow a member to appoint
one or two proxies to attend and vote at the AGM in absence of the member. Each item of special business
included in the notice of meeting is accompanied, where appropriate, by an explanation for the proposed
resolution. Separate resolutions are proposed for separate issues at the meeting.
Guideline 15.1:
Shareholders should
be allowed to vote in
absentia
At each AGM, the Board encourages shareholders to participate in the question and answer session.
Members of the Board, chairmen of the Audit, Nominating and Remuneration Committees, and the
auditors of the Company are present to answer queries raised at the meeting.
Guideline 15.3:
Committee chairmen and
external auditors to be
present at AGMs
48
Annual Report 2009
CORPORATE
GOVERNANCE
INTERESTED PERSON TRANSACTIONS “IPT”
The Company has established a procedure for recording and reporting interested person transactions. Details of significant interested
person transactions for the year ended 31 December 2009 are set out below:
Name of Interested Person
Kerry Group Limited and its associates
- Lease rental
- Laundry services
- Royalties, management, marketing and
administration fees
- Joint venture in Tangshan (1)
- Divestment of interest in joint venture in
Nanjing
Aggregate value of all IPT
during the financial year
ended 31 Dec 2009 (excluding
transactions below S$100,000)
Aggregate value of all
IPT conducted under
shareholders’ mandate
pursuant to Rule 920
(excluding transactions below
S$100,000)
S$’000
814
528
1,161
117,105
44,803
Kuok (Singapore) Limited and its associates
- Lease rental
- Professional services
2,877
300
Directors and its associates
2,331
NA
All the above interested person transactions were made under normal commercial terms.
Save as disclosed, there are no other material contracts entered into by the Company and its subsidiaries involving the interest of the
Chief Executive Officer, Director or controlling shareholder, which are either subsisting at the end of the financial year or, if not then
subsisting, entered into since the end of the previous financial year.
(1)
This transaction was exempted from shareholders’ approval under SGX Listing Manual Rule 916.
DEALINGS IN SECURITIES
The Company has adopted an internal code on dealings in securities to govern dealings in its shares by officers and key employees
of the Group. This internal code is modelled on the Best Practices Guide and has been disseminated to officers and key employees
of the Group.
RISK MANAGEMENT
Risk management practices are in place in the Group. To provide further assurance to the Board and Audit Committee, an Executive
Risk Management Committee was formed in February 2003. The Committee comprises key members of top management from
the project management, financial, legal, operational and marketing departments. The Committee oversees matters relating to the
management of risks so as to protect the Group’s business, assets and employees.
The Committee seeks to identify areas of significant risks and appropriate measures to control and mitigate these risks. It also monitors
the implementation and compliance of risk management policies.
EXTERNAL AUDITORS
The Audit Committee has recommended to the Board that Foo Kon Tan Grant Thornton, Certified Public Accountants, be re-appointed
as auditors for the Company at the Annual General Meeting to be held on 28 April 2010. Foo Kon Tan Grant Thornton has indicated
its willingness to accept the re-appointment.
Annual Report 2009
49
50
Directors’ Report
59
Consolidated Statement
of Comprehensive Income
54
Statement By Directors
55
Independent
Auditor’s Report
60
of Changes In Equity
57
Statements of
Financial Position
62
of Cash Flows
58
Consolidated Income
Statement
64
Notes To The
50
Annual Report 2009
Directors’
report
The directors submit this annual report to the members together with the audited consolidated financial statements of the Group
and statement of financial position of the Company for the financial year ended 31 December 2009.
DIRECTORS
The directors of the Company in office at the date of this report are:
Goh Soo Siah - Executive Chairman
Andrew Choo Hoo
Khor Thong Meng
Ang Keng Lam
Kuok Oon Kwong (Mdm)
Jimmy Seet Keong Huat
Keith Tay Ah Kee
Wan Fook Kong
In accordance with Article 94 of the Company’s Articles of Association, Mr Khor Thong Meng, Mr Ang Keng Lam and Mr Wan Fook
Kong retire from the Board at the Annual General Meeting (“AGM”) and being eligible, offer themselves for re-election.
In accordance with Section 153(6) of the Companies Act (Cap. 50), Mr Jimmy Seet Keong Huat, who is over the age of 70, will seek
re-appointment at the AGM to continue in office as a director of the Company until the next AGM of the Company.
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES
During and at the end of the financial year, neither the Company nor any of its subsidiary companies was a party to any arrangement
the object of which was to enable the directors to acquire benefits through the acquisition of shares in or debentures of the Company
or of any other corporate body other than as disclosed in this report.
DIRECTORS’ INTEREST IN SHARES OR DEBENTURES
According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Singapore Companies Act, Cap.
50, the following directors who held office at the end of the financial year were interested in shares of the Company as follows:
Directors
Number of ordinary shares
Shares in which
Shares registered
director is deemed
in the name of director
to have an interest
As at
As at
As at
As at
1.1.2009
31.12.2009
1.1.2009
31.12.2009
Goh Soo Siah
Andrew Choo Hoo
Khor Thong Meng
Ang Keng Lam
Keith Tay Ah Kee
Jimmy Seet Keong Huat
Wan Fook Kong
2,952,307
870,000
2,000,901
2,550,000
372,000
300,000
300,000
2,952,307
870,000
2,000,901
2,550,000
372,000
300,000
300,000
1,473,601
609,441
237,000
-
1,473,601
309,441
237,000
-
Annual Report 2009
51
Directors’
report
DIRECTORS’ CONTRACTUAL BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive a benefit, other than as disclosed
in the attached financial statements and in this report, 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 of or with a company in which he has a substantial financial interest.
SHARE OPTIONS
At an Extraordinary General Meeting of the Company held on 17 May 2002, shareholders approved the Allgreen Share Option Scheme
(the “Scheme”) pursuant to which options may be granted at market price. Under the Scheme, the Company may grant options to
eligible employees and directors of the Company, its subsidiary and associated companies to subscribe for ordinary shares in the
Company provided that the aggregate number of shares over which options may be granted pursuant to the Scheme, when added
to the number of shares issued and issuable in respect of all options granted under the Scheme shall not exceed 15% of the issued
ordinary share capital of the Company on the date preceding the grant of an option.
The Scheme presently does not extend to a person who is a controlling shareholder of the Company or who is an associate (as defined
in the Listing Manual) of a controlling shareholder.
The Scheme is administered by the Remuneration Committee comprising Mr Keith Tay Ah Kee (Chairman), Mr Jimmy Seet Keong
Huat and Mdm Kuok Oon Kwong.
SHARE OPTIONS GRANTED
Allgreen Share Option Scheme 2002 (“Allgreen Scheme 2002”)
During the financial year 2002, the Company implemented the Allgreen Scheme 2002 in accordance with the Scheme approved by
the shareholders.
The Allgreen Scheme 2002 is a share incentive scheme which is applied widely across the Group.
On 26 September 2002, the Company offered 11,626,000 share options at an exercise price $0.95 per share which is the average of the
last dealt prices of the Company’s ordinary shares for the three consecutive market days immediately preceding the date of grant.
The options may be exercised in full or in respect of 1,000 shares or a multiple thereof, on payment of the exercise price at any time
one year after the date of the grant, but before the tenth anniversary for Executive Directors and employees of the Company and
its subsidiary companies. Options granted to Non-Executive Directors and employees of an associated company will cease to be
exercisable after the fifth anniversary of the date of grant.
There are no options granted to any director or employee of the controlling shareholders or their associates. No director or employee
of the Group receives 5% or more of the total number of options available under the Scheme.
The options granted under the Allgreen Scheme 2002 were not valued as they were granted before 22 November 2002 and were
therefore not required to be valued under the Singapore Financial Reporting Standards. In addition, in the opinion of the directors,
there would be no significant impact on the Group’s income statement had the options been valued.
The share options granted to directors of the Company were fully exercised by the end of the financial year 2006.
SHARE OPTIONS EXERCISED
During the financial year, no shares were issued pursuant to the exercise of options under the Allgreen Scheme 2002.
There were no options granted by the Company or its subsidiary companies to any person to take up unissued shares in the Company
or its subsidiary companies during the financial year.
52
Annual Report 2009
Directors’
report
UNISSUED SHARES UNDER OPTION
The unissued shares under option at the end of the financial year are as follows:
Share Option Scheme 2002
Date
options
granted
Number
at date
of grant
26.9.2002
26.9.2002
9,786,000
1,840,000
11,626,000
Options
Rights
not
issue
Options
accepted adjustment exercised
(60,000)
(125,000)
(185,000)
31,350
27,775
59,125
Options Balance at
cancelled 31.12.2009
(8,903,300)
(847,675)
(1,435,775)
(307,000)
(10,339,075) (1,154,675)
6,375
6,375
Exercise
price
per share
Period
exercisable
$0.7451 - $0.95
$0.7451 - $0.95
26.9.2003 - 25.9.2012
26.9.2003 - 25.9.2008
There were no unissued shares of subsidiary companies under option as at 31 December 2009.
AUDIT COMMITTEE
The Audit Committee comprises the following members, two of whom are independent directors:
Jimmy Seet Keong Huat (Chairman)
Wan Fook Kong
The Audit Committee performs the functions set out in Section 201B(5) of the Singapore Companies Act, Cap. 50. In performing its
functions, the Audit Committee reviewed the overall scope of both the internal and external audits and the assistance given by the
Company’s officers to the auditors. It met with the Company’s internal and external auditors to discuss the results of their respective
examinations and their evaluation of the Company’s system of internal accounting controls. The Audit Committee also reviewed the
statement of financial position of the Company and the consolidated financial statements of the Group for the financial year ended
31 December 2009 as well as the auditor’s report thereon.
The Audit Committee has conducted a review of the fees paid or payable to the auditor for non-audit services for financial year ended
31 December 2009. Pursuant to Section 206(1A) of the Singapore Companies Act, Cap. 50, and based on the review by the Audit
Committee and its recommendation, the Board is also satisfied that the level of non-audit fees paid or payable to the auditor did not
affect the independence of the auditor.
The Audit Committee has therefore recommended to the Board of Directors the nomination of Foo Kon Tan Grant Thornton LLP as
external auditor at the forthcoming Annual General Meeting of the Company.
Annual Report 2009
53
Directors’
report
INDEPENDENT AUDITOR
The independent auditor, Foo Kon Tan Grant Thornton LLP, Certified Public Accountants, has expressed its willingness to accept
re-appointment.
On behalf of the Directors
GOH SOO SIAH
Executive Chairman
ANDREW CHOO HOO
Executive Director
Dated: 25 February 2010
54
Annual Report 2009
Statement by
directors
In the opinion of the directors,
(a)
the accompanying statements of financial position, consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and the consolidated statement of cash flows, together with the notes
thereon, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
December 2009 and of the results of the business, changes in equity and cash flows of the Group for the financial year ended
on that date; 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
GOH SOO SIAH
Executive Chairman
ANDREW CHOO HOO
Executive Director
Dated: 25 February 2010
Annual Report 2009
55
Independent
auditor’s report
to the members of Allgreen Properties Limited
We have audited the accompanying financial statements of Allgreen Properties Limited (“the Company”) and its subsidiary companies
(“the Group”), which comprise the statements of financial position of the Group and the Company as at 31 December 2009, the
consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies
and other explanatory notes.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions
of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes:
(a)
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets
are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are
recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain
accountability of assets;
(b)
selecting and applying appropriate accounting policies; and
(c)
making accounting estimates that are reasonable in the circumstances.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the entity’s preparation 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
the management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
56
Annual Report 2009
Independent
auditor’s report
to the members of Allgreen Properties Limited
In our opinion:
(a)
the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn
up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view
of the state of affairs of the Group and of the Company as at 31 December 2009 and the results, changes in equity and cash
flows of the Group for the financial year ended on that date; and
(b)
the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of
the Act.
Foo Kon Tan Grant Thornton LLP
Public Accountants and
Certified Public Accountants
Lim Shien Ching, Henry
Partner
Singapore, 25 February 2010
Annual Report 2009
57
Statements of
financial position
Financial statements for the year ended 31 December 2009
Note
The Group
31 December 31 December
2009
2008
$’000
$’000
The Company
31 December 31 December
2009
2008
$’000
$’000
ASSETS
Non-Current
Property, plant and equipment
Investment properties
Subsidiary companies
Associated companies
4
5
6
7
296,579
1,683,800
505,071
2,485,450
313,803
1,681,300
432,840
2,427,943
208
1,845,171
1,845,379
222
1,578,343
1,578,565
Current
Stocks and contract work-in-progress
Development properties
Trade receivables
Other receivables
Loans to subsidiary companies
Cash and cash equivalents
8
9
10
11
6
12
327
1,210,493
111,171
22,847
151,939
1,496,777
3,982,227
404
1,322,084
93,289
73,693
125,880
1,615,350
4,043,293
114,244
1
390
843
115,478
1,960,857
112,478
3
459
17,641
1,582
132,163
1,710,728
13
14
1,177,185
86,668
1,097,046
2,360,899
292,474
2,653,373
1,177,185
102,562
966,112
2,245,859
272,266
2,518,125
1,177,185
236,962
1,414,147
1,414,147
1,177,185
47,238
1,224,423
1,224,423
15
16
17
18
102,505
763,978
12,818
84,578
963,879
94,680
645,610
15,424
72,997
828,711
50,000
7,645
57,645
40,000
5,350
45,350
19
17
20
21
51,629
9,406
2,023
21,573
280,344
364,975
3,982,227
48,954
6,344
2,612
20,699
617,848
696,457
4,043,293
7,773
80
335,639
69
145,504
489,065
1,960,857
4,799
50
134,448
3,954
297,704
440,955
1,710,728
Total assets
EQUITY AND LIABILITIES
Equity attributable to shareholders
Share capital
Reserves
Retained profits
Minority interests
Total equity
Liabilities
Non-Current
Loans from minority shareholders of
subsidiary companies
Long-term borrowings
Rental deposits
Deferred taxation
Current
Trade payables
Rental deposits
Other payables
Advances from subsidiary companies
Current tax payable
Borrowings
Total equity and liabilities
15
22
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
58
Annual Report 2009
Consolidated
income statement
Note
Revenue
Cost of sales
Gross profit
Other income
Distribution and selling expenses
Administrative expenses
Other expenses
Finance cost
Share of results of associated companies, net of tax
Profit before fair value (loss)/gain of investment properties
Fair value (loss)/gain on investment properties
Profit before taxation
Taxation
Profit after taxation for the year
3
23
23
5
24
25
Attributable to:
- Shareholders
- Minority interests
Basic earnings per share (cents)
- before fair value (loss)/gain on investment properties
- after fair value (loss)/gain on investment properties
26
26
Year ended
31 December
2009
$’000
Year ended
31 December
2008
$’000
620,776
(331,763)
289,013
10,610
(8,046)
(25,248)
(17,420)
(16,156)
(1,627)
231,126
(6,091)
225,035
(26,051)
198,984
353,736
(155,899)
197,837
13,504
(17,561)
(23,237)
(46,045)
(16,035)
(850)
107,613
8,349
115,962
(25,635)
90,327
162,741
36,243
198,984
67,411
22,916
90,327
10.92
10.23
4.11
4.24
.
The annexed notes form an integral part of and should be read in conjunction with these financial statements
Annual Report 2009
59
Consolidated statement
of comprehensive income
Year ended
31 December
2009
$’000
Year ended
31 December
2008
$’000
198,984
90,327
Deficit on revaluation of property, plant and equipment
Deferred tax assets on revaluation deficit
Translation differences
Other comprehensive income for the year, net of tax
(7,306)
1,242
(12,584)
(18,648)
(21,945)
3,950
33,448
15,453
Total comprehensive income for the year
180,336
105,780
146,847
33,489
180,336
90,936
14,844
105,780
Note
Profit for the year
Other comprehensive income:
Attributable to:
- shareholders
- minority interests
60
Annual Report 2009
of changes in equity
Note
Balance at 1 January 2008
Deficit on revaluation of
property, plant and equipment
Deferred tax assets on revaluation
deficit
Other comprehensive income
for the year
Share
capital
$’000
Minority
interests
$’000
Total
$’000
Total
equity
$’000
1,177,185
79,361
(324)
978,220
14 (i)
-
(12,157)
-
-
(12,157)
(9,788)
(21,945)
14(i)
14 (ii)
-
2,188
-
33,494
-
2,188
33,494
1,762
(46)
3,950
33,448
-
(9,969)
33,494
-
23,525
(8,072)
15,453
-
-
-
67,411
67,411
22,916
90,327
-
(9,969)
33,494
67,411
90,936
14,844
105,780
-
-
-
(79,519)
(79,519)
-
(79,519)
-
-
-
-
-
839
839
-
-
-
-
-
(67)
(67)
1,177,185
69,392
33,170
966,112
Net profit for the year
Total comprehensive income
for the year
Dividends paid
Capital contribution by minority
shareholders of subsidiary
companies
Repayment of quasi-equity loans to
minority shareholders
Dividends paid to minority
shareholders
Balance at 31 December 2008
Attributable to shareholders
Currency
Revaluation translation Retained
reserve
reserve
profits
$’000
$’000
$’000
27
2,234,442 261,717 2,496,159
(5,067)
(5,067)
2,245,859 272,266 2,518,125
Annual Report 2009
61
of changes in equity (CONT’D)
Note
Balance at 1 January 2009
Deficit on revaluation of
property, plant and equipment
Deferred tax assets on
revaluation deficit
Other comprehensive income
for the year
1,177,185
14 (i)
-
14(i)
14 (ii)
-
Net profit for the year
Total comprehensive income
for the year
Dividends paid
Liquidation of subsidiary companies
Capital contribution by minority
companies
Repayment of quasi-equity loans to
minority shareholders
Dividends paid to minority
shareholders
Balance at 31 December 2009
Share
capital
$’000
27
Attributable to shareholders
Currency
Revaluation translation Retained
reserve
reserve
profits
$’000
$’000
$’000
69,392
(4,047)
688
(3,359)
(3,359)
33,170
-
Minority
interests
$’000
Total
$’000
Total
equity
$’000
966,112 2,245,859 272,266 2,518,125
-
(4,047)
(3,259)
(7,306)
(12,535)
-
688
(12,535)
554
(49)
1,242
(12,584)
(12,535)
-
(15,894)
(2,754)
(18,648)
162,741
162,741
36,243
198,984
162,741
146,847
33,489
180,336
(31,807)
-
(31,807)
- (13,096)
(12,535)
-
-
-
-
-
-
-
-
455
455
-
-
-
-
-
(10)
(10)
66,033
20,635
1,177,185
(31,807)
(13,096)
(630)
(630)
1,097,046 2,360,899 292,474 2,653,373
62
Annual Report 2009
Consolidated
statement of cash flows
Cash Flows from Operating Activities
Adjustments for:
Depreciation of property, plant and equipment
Fair value loss/(gain) on investment properties
Loss on disposal of property, plant and equipment (net)
Loss on liquidation of associated companies
Interest income
Interest expense
Provision for diminution in value of development properties
Share of results of associated companies
Write back of provision for diminution in value of development properties
Operating profit before working capital changes
Decrease in stocks and contract work-in-progress
Decrease/(increase) in development properties
Decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Increase in rental deposits
Cash generated from operations
Interest paid
Income tax paid
Net cash generated from/(used in) operating activities
Cash Flows from Investing Activities
Proceeds from disposal of property, plant and equipment
Additions to investment properties
Additions to property, plant and equipment
Investments in associated companies
Dividends from associated companies
Interest received
Net cash used in investing activities
Cash Flows from Financing Activities
Capital contributions from minority shareholders
Funds (to)/from minority shareholders
Dividends paid - by Company
- to minority shareholders of subsidiary companies
Borrowings obtained
Repayment of borrowings
Net cash (used in)/generated from financing activities
Net increase in cash and cash equivalents
Foreign exchange adjustments
Cash and cash equivalents as at the beginning of the year
Cash and cash equivalents as at the end of the year (Note 12)
Year ended
31 December
2009
$’000
Year ended
31 December
2008
$’000
225,035
115,962
9,575
6,091
1,683
(347)
16,012
1,627
(66,318)
193,358
77
190,845
32,954
2,086
456
419,776
(30,952)
(12,354)
376,470
10,912
(8,349)
243
9
(1,306)
15,812
24,641
850
(16,764)
142,010
143
(253,580)
120,971
(3,406)
3,373
9,511
(30,796)
(18,756)
(40,041)
156
(8,591)
(1,497)
(85,969)
261
357
(95,283)
18
(3,220)
(6,561)
(264,974)
195
1,321
(273,221)
455
(5,281)
(31,807)
(630)
484,430
(701,562)
(254,395)
839
5,165
(79,519)
(5,067)
634,225
(228,850)
326,793
26,792
(733)
125,880
151,939
13,531
(169)
112,518
125,880
Annual Report 2009
63
Consolidated
statement of cash flows
Liquidation of subsidiary companies
During the year, three subsidiary companies were wound up. The carrying values of identifiable net assets disposed were as follows:
Year ended
31 December
2009
$’000
Other receivables
Other payables
Minority interests
Identifiable net assets disposed
Cash and cash equivalents of subsidiary companies disposed
Cash outflow on liquidation of subsidiary companies
(13,071)
(13)
2
13,069
(13)
13
-
Year ended
31 December
2008
$’000
-
64
Annual Report 2009
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
The financial statements of the Group and of the Company for the financial year ended 31 December 2009 were authorised
for issue in accordance with a resolution of the directors on the date of the Statement By Directors.
The Company is incorporated as a limited liability company and domiciled in the Republic of Singapore.
The registered office of the Company is located at:
#05-02 Great World City
Singapore 237994
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1
Basis of preparation and presentation
The financial statements are prepared in accordance with Singapore Financial Reporting Standards (“FRS”) including related
Interpretations to FRS (“INT FRS”) promulgated by the Accounting Standards Council. The financial statements have been
prepared under the historical cost convention, unless otherwise stated.
Significant accounting estimates and judgements
The preparation of the financial statements in conformity with FRS requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the financial year. Although these estimates are based
on management’s best knowledge of current events and actions, including expectations of future events that are believed to
be reasonable, actual results may differ from those estimates.
The critical accounting estimates and assumptions used and areas involving a high degree of judgement are
described below:
Profit from development properties
The Group recognises revenue from development properties based on the percentage of completion method. The cost of
sales charged to the income statement is measured by reference to the stage of completion as certified by the architects or
quantity surveyors and estimated total development costs. Significant judgement is required in determining the estimated
total development costs which includes an estimation of the variation works from the main contractor. The Group estimates
the total project costs based on contracts awarded, if any, and the experience of qualified project managers.
Carrying value of development properties
Significant judgement is required in assessing the recoverability of the carrying value of development properties. Analysis
has been carried out based on assumptions regarding the selling price and costs of residential properties. Barring unforeseen
circumstances, the carrying amount of the development properties as reflected in the statement of financial position will be
recoverable. The Group will closely monitor the property price index and market sentiment, and adjustments will be made if
future market activity indicates that such adjustments are appropriate.
Annual Report 2009
65
Notes to the
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT’D
2.1
Basis of preparation and presentation (cont’d)
Significant accounting estimates and judgements (cont’d)
Profit from general construction and interior works
The Group recognises contract revenue based on the percentage of completion method. The stage of completion is measured
by reference to the value of work done as certified by the architects or quantity surveyors to the contract sum awarded for
each project.
Significant judgement is required in determining the stage of completion, the extent of the contract cost incurred, the
estimated total contract revenue and contract cost, as well as the recoverability of the carrying value of contract work-inprogress. Total contract revenue also includes an estimation of the variation works that are recoverable from the customers.
In making judgement, the Group evaluates by relying on past experience of qualified project managers.
Income tax
Significant judgement is required in determining the capital allowances and deductibility of certain expenses during the
estimation of the provision for income tax. There are also claims for which the ultimate tax determination is uncertain during the
ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional
taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recognised,
such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Construction-in-progress
Significant judgement is required in determining the estimated total construction costs which includes an estimation of the
variation works from the contractor. The Group estimates the total construction costs based on contracts awarded and the
experience of qualified project managers.
Fair value of investment properties
Significant judgement is required in ascertaining the fair value of investment properties. The management appoints
independent valuers that have appropriate recognised professional qualifications and recent experience in the location and
category of the investment properties being valued.
Allowance for bad and doubtful debts
Allowance for bad and doubtful debts are based on an assessment of the recoverability of trade and other receivables.
Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances
may not be collectible. The identification of bad and doubtful debts requires the use of judgement and estimates. Where the
expected outcome is different from the original estimates, such difference will impact the carrying value of trade and other
receivables and doubtful debt expenses in the period in which such estimates have been changed.
66
Annual Report 2009
Notes to the
2
2.1
Adoption of new and revised standards
On 1 January 2009, the following new or amended FRS and Interpretations to FRS (“’INT FRS”) are mandatory for application:
FRS 1 (Revised 2008)
Amendments to FRS 1 (Revised 2008)
FRS 23 (Revised)
Amendments to FRS 27
FRS 108
Amendments to INT FRS 109 and FRS 39
INT FRS 113
INT FRS 116
Improvements to FRSs 2008
Presentation of Financial Statements
Amendments relating to puttable financial instruments and
obligations arising on liquidation
Borrowing costs
Amendments relating to cost of an investment in a subsidiary,
jointly controlled entity or associate
Amendments relating to puttable financial instruments and
obligations arising on liquidation
Amendments relating to reclassification of financial assets
Amendments relating to cost of an investment in a subsidiary,
jointly controlled entity or associate
Amendments relating to vesting conditions and cancellations
Amendments relating to reclassification of financial assets
Financial Instruments: Disclosures – Improving disclosures about
financial instruments
Operating Segments
Embedded Derivatives
Customer Loyalty Programmes
Hedges of a Net Investment in a Foreign Operation
The adoption of these FRS and INT FRS, where relevant to the Group, did not result in substantial changes to the Group’s
accounting policies nor any significant impact on these financial statements except for the following:FRS 1 (revised 2008) Presentation of financial statements (effective from 1 January 2009)
The revised standard prohibits the presentation of items of income and expenses (that is, ‘non-owner changes in equity’) in
the statement of changes in equity. All non-owner changes in equity are shown in a performance statement, but entities can
choose whether to present one performance statement (the statement of comprehensive income) or two statements (the
income statement and statement of comprehensive income). The Group has chosen to adopt the latter alternative. Where
comparative information is restated or reclassified, a restated statement of financial position is required to be presented as at
the beginning comparative period. There is no restatement of the comparative information in the current financial year.
FRS 23 (Revised) Borrowing Costs (effective from 1 January 2009)
As the Group has been capitalising borrowing costs directly attributable to the acquisition, construction or production of a
qualifying asset as part of the cost of that asset, the revised standard has no impact to the financial statements.
FRS 108 Operating segments (effective from 1 January 2009)
FRS 108 Operating segments requires a ‘management approach’, under which segment information is presented on
the same basis as that used for internal reporting purposes. The Group determined that the reportable operating
segments are the same as the business segments previously identified under FRS 14 Segment Reporting.
Annual Report 2009
67
Notes to the
2
2.1
Adoption of new and revised standards (cont’d)
Amendments to FRS 107 Improving disclosures about financial instruments (effective from 1 January 2009).
The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment
requires disclosure of fair value measurements by level of a fair value measurement hierarchy. The adoption of the amendment
results in additional disclosures but does not have an impact on the accounting policies and measurement bases adopted by
the Group.
2.2
Consolidation
The financial statements of the Group include the financial statements of the Company and the subsidiary companies, all of
which prepare financial statements at 31st December. Details of its subsidiary companies are listed in Note 31. All significant
inter-company balances and significant inter-company transactions are eliminated on consolidation. The results of subsidiary
companies acquired or disposed of during the financial year are included or excluded from the consolidated income statement
from the effective date in which control is transferred to the Group or in which control ceases, respectively.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets
and contingent liabilities of the acquired subsidiary or associated company at the date of acquisition. Goodwill on subsidiary
companies is carried at cost less accumulated impairment losses, if any. Goodwill on associated companies is included in the
carrying amount of the investments. Goodwill is reviewed for impairment, annually or more frequently if events or changes
in circumstances indicate that the carrying value may be impaired.
2.3
Property, plant and equipment and depreciation
Hotel property which includes interests in land and building and its integral fixed plant and machinery and fittings, is stated
at valuation, less subsequent depreciation. It is stated at directors’ valuation based upon the advise of professional valuers on
the open market value at the end of the reporting period.
Other property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
Depreciation is computed utilising the straight-line method to write off the cost less residual value or revalued amount of
these assets over their estimated useful lives as follows:
Leasehold land
Leasehold building and integral fixed plant and machinery and fittings of hotel
Plant, machinery, furniture, fittings, equipment and computers
Motor vehicles
Operating supplies
95 years
5 - 50 years
3 - 10 years
3 - 5 years
5 - 10 years
Construction in progress comprises materials and contractors’ costs based on architects’ or consultants’ certification in relation
to the refurbishment of the hotel property. No depreciation is provided for construction in progress.
The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of the
items. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if
the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset. Cost
may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of
property, plant and equipment.
68
Annual Report 2009
Notes to the
2
2.3
Property, plant and equipment and depreciation (cont’d)
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying
amount of the asset when it is probable that future economic benefits, in excess of the standard of performance of the asset
before the expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure
is recognised as an expense during the financial year in which it is incurred.
When an asset is revalued, any increase in the carrying amount is credited directly to a revaluation surplus unless it reverses a
previous revaluation decrease relating to the same asset which was previously recognised as an expense. In such circumstances,
the increase is recognised as income to the extent of the previous write down.
When an asset’s carrying amount is decreased as a result of a revaluation, the decrease is recognised as an expense unless it
reverses a previous increment relating to that asset, in which case it is charged against any related revaluation surplus, to the
extent that the decrease does not exceed the amount held in the revaluation surplus of that same asset. Any balance remaining
in the revaluation surplus in respect of an asset is transferred directly to retained earnings when the asset is de-recognised.
For acquisitions and disposals during the financial year, depreciation is provided from the month of acquisition and to the
month before disposal respectively.
Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at the end of each reporting
period as a change in estimates.
Fully depreciated assets are retained in the books of accounts until they are no longer in use.
The carrying amounts of property, plant and equipment are reviewed yearly in order to assess whether their carrying
amounts need to be written down to recoverable amounts. Recoverable amount is defined as the higher of value in use
and net selling price.
2.4
Investment properties are properties held for the primary purpose of producing rental and related income and are not held
for resale in the ordinary course of the business. They are initially recognised at cost and subsequently carried at fair value,
determined by the directors based upon the advice of professional valuers on the open market value at the end of each
reporting period. Changes in fair value of investment properties are recognised in the income statement.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and
improvements is capitalised as additions and the carrying amounts of the replaced components are written off to the income
statement. The cost of maintenance, repairs and minor improvement is charged to the income statement when incurred.
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is recognised
in the income statement.
2.5
Subsidiary companies
A subsidiary company is an entity controlled by the Group. Control exists when the Group has the power to govern the financial
and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when assessing whether there is control.
Shares in subsidiary companies are stated at cost less allowance for any impairment losses on an individual subsidiary
company basis. The purchase method of accounting is used to account for the acquisition of subsidiary companies. The
cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date
of acquisition, irrespective of the extent of minority interest.
Annual Report 2009
69
Notes to the
2
2.6
An associated company is defined as a company, not being a subsidiary, in which the Group has significant influence, but not
control, over its financial and operating policies. Significant influence is presumed to exist when the Group holds between
20% and 50% of the voting power of another entity.
Significant influence also exists when the Group has a long-term equity interest of less than 20% if there is representation on
the Board of Directors and participation in policy making processes, including participation in decisions about dividends or
other distributions.
Investments in associated companies at company level are stated at cost. Provision is made for any impairment losses on an
individual company basis.
The Group’s share of profits less losses of associated companies is included in the Group’s results. If the Group’s share of losses
of an associated company equals or exceeds the carrying amount of the investment, the Group discontinues including its
share of further losses. The investment is reported at nil balance. Additional losses are provided for to the extent that the Group
has incurred obligations or made payments on behalf of the associated companies to satisfy obligations of the associated
companies that the Group has guaranteed or otherwise committed, for example, in the forms of loans. The Group’s share of
the post-acquisition reserves is added to the amount of the investment in associated companies in the consolidated statement
of financial position. These amounts are based on the latest audited financial statements or management accounts of the
companies concerned made up to the end of the Company’s financial year. Where the accounting policies of the associated
companies do not conform with those of the Group, adjustments are made on consolidation where the amounts involved
are significant to the Group.
2.7
Stocks and contract work-in-progress
Stocks, other than contract work-in-progress, are stated at the lower of cost and net realisable value. Cost is primarily determined
on a first-in first-out basis and includes all costs in bringing the stocks to their present location and condition. Provision is
made where necessary for obsolete, slow-moving and defective stocks.
Work-in-progress on long-term contracts are valued at cost plus attributable profits less progress billings. Cost comprises
direct materials and labour costs. Provision is made for all losses expected to arise on completion of contracts entered into at
the end of the reporting period.
2.8
Development properties are properties held for sale in the ordinary course of business. These include completed properties
and those pending or in the course of development. They are stated at the lower of cost plus, where appropriate, attributable
profits net of progress billings and estimated net realisable value.
Provision is made for foreseeable losses in arriving at estimated net realisable value.
Cost of development properties includes property taxes, interest on borrowings to finance the development projects and
other direct and related expenditures incurred to get the assets ready for their intended use.
2.9
Financial assets
(i)
Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and
receivables, held-to-maturity, and available-for-sale, where applicable. The classification depends on the nature of the
asset and the purpose for which the assets were acquired. Management determines the classification of its financial
assets at initial recognition and re-evaluates this designation at every reporting date, with the exception that the
designation of financial assets at fair value through profit or loss is not revocable.
70
Annual Report 2009
Notes to the
2
2.9
Financial assets (cont’d)
(i)
Classification (cont’d)
(1)
Financial assets at fair value through profit or loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value
through profit or loss at inception. A financial asset is classified in this category if acquired principally for the
purpose of selling in the short term or if so designated by management. Derivatives are also categorised as
held for trading unless they are designated as hedges. Assets in this category are classified as current assets if
they are either held for trading or are expected to be realised within 12 months after the end of the reporting
period. As at 31 December 2009, the Group has no financial assets at fair value through profit or loss.
(2)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are presented as current assets, except for those maturing more than 12
months after the end of the reporting period which are presented as non-current assets. Loans and receivables
include trade and other receivables (except for deposits and prepayments), interest-bearing loans to subsidiary
companies and cash and cash equivalents.
(3)
Held-to-maturity financial assets
Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and
fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If the
Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category
would be tainted and reclassified as available-for-sale. They are presented as non-current assets, except for
those maturing within 12 months after the end of the reporting period which are presented as current assets.
As at 31 December 2009, the Group has no held-to-maturity investments.
(4)
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified
in any of the other categories. They are presented as non-current assets unless management intends to dispose
of the assets within 12 months after the end of the reporting period. As at 31 December 2009, the Group has
no available-for-sale financial assets.
(ii)
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date - the date on which the Group
commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards
of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is
recognised in the income statement. Any amount in the fair value reserve relating to that asset is transferred to the
income statement.
(iii)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through
profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss
are recognised immediately as expenses.
Annual Report 2009
71
Notes to the
2
2.9
Financial assets (cont’d)
(iv)
Subsequent measurement
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair
value. Loans and receivables and financial assets held-to-maturity are subsequently carried at amortised cost using
the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value
through profit or loss’ are included in the income statement in the period in which they arise. Unrealised gains and
losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in the fair
value reserve within equity. When financial assets classified as available-for-sale are sold or impaired, the accumulated
fair value adjustments in the fair value reserve within equity are included in the income statement.
(v)
Determination of fair value
The fair values of quoted financial assets are based on current bid prices. If the market for a financial asset is not
active, the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length
transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option
pricing models refined to reflect the issuer’s specific circumstances.
2.10
Trade and other receivables, other than deposits and prepayments
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. A provision for impairment of receivables is established 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. The amount of
the provision 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. Receivables with a short duration are not discounted. The amount of the
provision is recognised in the income statement.
Bad debts are written off when known and specific provisions are made for those debts considered to be doubtful.
2.11
Cash and cash equivalents comprise cash on hand and bank deposits.
2.12
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are
deducted against the share capital account.
2.13
Dividends
Final dividends proposed by the directors are not accounted for in shareholders’ equity as an appropriation of retained profits,
until they have been approved by the shareholders in a general meeting. When these dividends have been approved by the
shareholders and declared, they are recognised as a liability.
Interim dividends are simultaneously proposed and declared, because the Articles of Association of the Company grant the
directors the authority to declare interim dividends. Consequently, interim dividends are recognised directly as a liability when
they are proposed and declared.
72
Annual Report 2009
Notes to the
2
2.14
Financial liabilities
Financial liabilities include borrowings, rental deposits, trade and other payables, advances from subsidiary companies and
interest bearing loans from minority shareholders of subsidiary companies as reflected in the statement of financial position.
Financial liabilities are recognised when the Group or the Company becomes a party to the contractual agreements of the
instruments. All interest-related charges are recognised as an expense in “finance cost” in the income statement. Financial
liabilities are derecognised if the Group’s or the Company’s obligations specified in the contract expire or are discharged or
cancelled.
2.15
Advances and borrowings
All interest bearing advances and borrowings are recognised initially at fair value less attributable transaction costs. Subsequent
to initial recognition, interest-bearing liabilities are stated at amortised cost.
Borrowing costs directly attributable to the development of properties are capitalised in the period in which they are incurred
till Temporary Occupation Permits are obtained, after which borrowing costs are charged to the income statement. Other
borrowing costs are charged to the income statement in the period in which they are incurred, except to the extent that they
are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily take
a substantial period of time to be prepared for its intended use or sale.
Borrowings which are due to be settled within twelve months after the reporting period are included in current borrowings
in the statement of financial position even though the original terms were 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 reporting period. Borrowings
due to be settled more than twelve months after the reporting period are included in non-current borrowings in the statement
of financial position.
2.16
Payables
Payables are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received,
whether or not billed to the Group or the Company.
2.17
Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimates.
2.18
Financial guarantees
The Company has issued corporate guarantees to banks for bank borrowings of its subsidiary companies. These guarantees
are financial guarantees as they require the Company to reimburse the banks if the subsidiary companies fail to make principal
or interest payments when due in accordance with the terms of their borrowings.
Financial guarantees are initially recognised at their fair value plus transaction costs in the Company’s statement of
financial position.
Financial guarantees are subsequently amortised to the income statement over the period of the subsidiary companies’
borrowings, unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised
amount. In this case, the financial guarantees shall be carried at the expected amount payable to the bank in the Company’s
statement of financial position.
Intragroup transactions are eliminated on consolidation.
Annual Report 2009
73
Notes to the
2
2.19
Income taxes
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except
to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the
tax bases of assets and liabilities and their carrying amounts in the financial statements.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
The statutory tax rates enacted at the end of the reporting period are used in the determination of deferred income tax.
2.20
Employee benefits
(i)
Central Provident Fund contributions
The Group and the Company contribute to the Central Provident Fund (“CPF”), a defined contribution plan
regulated and managed by the Government of Singapore, which applies to the majority of the employees. The
Group’s and the Company’s contributions to CPF are charged to the income statement in the period to which
the contributions relate.
(ii)
Employee leave entitlements
Employee entitlements to annual leave are recognised when they accrue to employees. Accrual is made for the
unconsumed leave as a result of services rendered by employees up to the end of the reporting period.
(iii)
Employee Share Option Scheme
The Company has in place an employee share incentive scheme, known as the Allgreen Share Option Scheme (“the
Scheme”), for the granting of options to eligible employees and directors of the Company, its subsidiary and associated
companies to subscribe for ordinary shares in the Company. Details of the Scheme and the reason for not valuing the
options are disclosed in the Directors’ Report.
2.21
Impairment of non-financial assets
The carrying amounts of the Group’s and the Company’s non-financial assets subject to impairment are reviewed at the end
of each reporting period to determine whether there is any indication of impairment. If any such indication exists, these assets’
recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amounts of these assets exceed
their recoverable amounts. Recoverable amount is defined as the higher of the fair value less cost to sell and value in use.
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. In such case, recoverable
amount is determined for the cash-generating-units to which the asset belongs.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds
its recoverable amount. Impairment losses are charged to the income statement unless it reverses a previous revaluation in
which case it will be charged to equity under the heading revaluation reserve.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount or when
there is an indication that the impairment loss recognised for the asset no longer exists or decreases.
74
Annual Report 2009
Notes to the
2
2.21
Impairment of non-financial assets (Cont’d)
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined if no impairment loss had been recognised.
A reversal of an impairment loss on a revalued asset is credited directly to equity under the heading revaluation reserve.
However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the
income statement, a reversal of that impairment loss is recognised as income in the income statement.
2.22
Operating leases
Rental income on operating leases is credited to the income statement on a straight-line basis over the lease term. Penalty
payments on early termination, if any, are recognised in the income statement when earned.
Contingent rents are mainly determined as a percentage of turnover and are recognised when determined with the tenants.
The leases are mainly on three-year terms with options to renew at mutually agreed rates.
2.23
Revenue recognition
(i)
Income from sale of development properties is recognised based on the percentage of completion method. The
percentage recognised is based on amounts due from purchasers upon signing of the Sale and Purchase Agreements
and the stages of completion certified by the architects or quantity surveyors.
Had income from sale of development properties been recognised based on the completion of contract method, the
effects on the Group’s current year financial statements are as follows:
Increase/(decrease)
2009
2008
$’000
$’000
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Retained profits as at beginning of the year
Revenue for the year
Profit for the year
Development properties as at beginning of the year
Development properties as at end of the year
Accrued receivables as at beginning of the year
Accrued receivables as at end of the year
(83,091)
(213,657)
(65,444)
(45,221)
(120,838)
(75,551)
(83,536)
(60,537)
(110,311)
(49,016)
(34,120)
(45,221)
(152,074)
(75,551)
(ii)
Dividend income from investments is recognised gross on the date it is declared payable.
(iii)
Rental and related income from investment properties are recognised on a straight-line basis over the lease term.
(iv)
Income from project management is recognised on time basis over the years taken to complete the project.
(v)
Revenue from trading in building materials and general construction and interior works is recognised based upon
the delivery of goods and on the percentage of completion method based on architects’ certification of work
completed, respectively.
(vi)
Revenue from the rendering of services, provision of maintenance and housekeeping services is recognised when the
services are rendered.
(vii)
Interest income is recognised on a time-apportioned basis using the effective interest method.
Annual Report 2009
75
Notes to the
2
2.24
Segment reporting
For management purposes, operating segments are organised based on their products and services which are independently
managed by the respective segment managers responsible for the performance of the respective segments under their charge.
The segment managers are directly accountable to the chief executive officer who regularly reviews the segment results in
order to allocate resources to the segments and to assess segment performance.
2.25
Functional currency
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects
the economic substance of the underlying events and circumstances relevant to that entity (“the functional currency”). The
consolidated financial statements of the Group and the statement of financial position of the Company are presented in
Singapore dollars, which is also the functional currency of the Company, to the nearest thousand.
2.26
Conversion of foreign currencies
(i)
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional
currency using the exchange rates at the dates of the transactions. Currency translation differences 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 end of the reporting period are recognised in the income statement, unless they arise from
borrowings in foreign currencies, other currency instruments designated and qualifying as net investment hedges and
net investment in foreign operations. Those currency translation differences are recognised in the currency translation
reserve in the consolidated financial statements and transferred to the income statement as part of the gain or loss
on disposal of the foreign operation.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date
when the fair values are determined. Exchange difference arising on the retranslation of non-monetary items carried
at fair value are included in the income statement, except for differences arising on the translation of non-monetary
items in respect of which gains or losses are recognised directly in equity. For such non-monetary items, any exchange
component of that gain or loss is also recognised directly in equity.
(ii)
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:
2.27
(a)
Assets and liabilities are translated at the closing exchange rates at the end of the reporting period;
(b)
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
(c)
All resulting currency translation differences are recognised in the currency translation reserve.
Financial instruments
Financial instruments include all financial assets and financial liabilities. The particular recognition methods adopted
are disclosed in the individual policy statements associated with each item. These instruments are recognised when
contracted for.
It is the Group’s policy not to trade in derivative financial instruments. Details of the Group’s financial risk management are set
out in Note 33.
76
Annual Report 2009
Notes to the
3
PRINCIPAL ACTIVITIES AND REVENUE
The principal activities of the Company are that of an investment holding company and to develop properties for sale.
The principal activities of the subsidiary companies are:
(1)
developing properties for sale;
(2)
investment holding and investment in properties for rental and related income;
(3)
hotel owner and operator;
(4)
project and property management and estate agent; and
(5)
general construction and interior works, supply of building and construction materials.
Revenue of the Group includes revenue from sale of development properties, hotel operations, project and property
management fees, marketing fees, estate agency fees, income from construction contracts, interior works and building supplies,
rental and related income from investment properties, but excludes applicable goods and services tax and significant intercompany transactions.
Revenue by significant categories are as follows:
The Group
Sale of development properties
Rental and related income from investment properties
Revenue from hotel operations
Others
2009
$’000
2008
$’000
468,494
109,738
41,910
634
620,776
185,869
110,205
56,902
760
353,736
Annual Report 2009
77
Notes to the
4
PROPERTY, PLANT AND EQUIPMENT
The Group
At 1 January 2008
Additions
Transfer to investment
properties (Note 5)
Disposals
Adjustment on revaluation
At 31 December 2008
Additions
Reclassification
Disposals
Translation difference
At 31 December 2009
Hotel
property
$’000
Valuation
Plant,
machinery,
furniture,
fittings,
equipment
and
computers
$’000
Cost
Motor
vehicles
$’000
Cost
330,000
1,151
31,290
3,498
1,157
39
2,500
212
2,231
1,661
367,178
6,561
(223)
(27,928)
303,000
147
(13,147)
290,000
(1,138)
33,650
850
2,017
(2,545)
33,972
1,196
134
(174)
(2)
1,154
(143)
2,569
10
(1)
2,578
(2,231)
1,661
356
(2,017)
-
(2,231)
(1,504)
(27,928)
342,076
1,497
(2,720)
(2)
(13,147)
327,704
6,034
22,619
4,458
545
142
1,423
278
-
24,587
10,912
(51)
(5,983)
5,841
(1,110)
25,967
3,475
687
125
(82)
1,619
134
-
(1,243)
(5,983)
28,273
9,575
(5,841)
-
(754)
28,688
(126)
(1)
685
(1)
1,752
-
(881)
(1)
(5,841)
31,125
290,000
5,284
469
826
-
296,579
303,000
7,683
509
950
1,661
313,803
Operating Construction
supplies
in progress
$’000
$’000
Cost
Cost
Total
$’000
Accumulated depreciation
At 1 January 2008
Depreciation for the year
[Note 23 (b) & 24]
Disposals
At 31 December 2008
[Note 23 (b) & 24]
Disposals
Translation difference
At 31 December 2009
Net book value
At 31 December 2009
At 31 December 2008
78
Annual Report 2009
Notes to the
4
PROPERTY, PLANT AND EQUIPMENT CONT’D
The Company
Furniture,
fittings,
equipment
and computers
$’000
Motor
vehicles
$’000
Total
$’000
1,109
65
(74)
1,100
73
(17)
1,156
263
263
263
1,372
65
(74)
1,363
73
(17)
1,419
986
62
(74)
974
60
(16)
1,018
129
38
167
26
193
1,115
100
(74)
1,141
86
(16)
1,211
At 31 December 2009
138
70
208
At 31 December 2008
126
96
222
Cost
At 1 January 2008
Additions
Disposals
At 31 December 2008
Additions
Disposals
At 31 December 2009
Accumulated depreciation
At 1 January 2008
Disposals
At 31 December 2008
Disposals
At 31 December 2009
Net book value
The Group
(i)
At 31 December 2009, the directors revalued the hotel property based on the valuation as at that date carried out by
Colliers International Consultancy & Valuation (Singapore) Pte Ltd, an independent firm of professional valuers. The
hotel property was valued on the basis of open market value for its existing use.
The carrying amount of the hotel property that would have been included in the financial statements as at 31 December
2009 had it been carried at cost less accumulated depreciation is $159,530,000 (2008 - $162,336,000).
(ii)
Property, plant and equipment with net book value of $293,425,000 (2008 - $307,493,000) are mortgaged to secure
borrowings (Note 16).
79
Annual Report 2009
Notes to the
5
The Group
Freehold properties
Leasehold property
2009
$’000
2008
$’000
1,461,800
222,000
1,683,800
1,468,300
213,000
1,681,300
2009
$’000
2008
$’000
1,681,300
8,591
(10,064)
3,973
(6,091)
1,683,800
1,667,500
2,231
3,220
3,229
5,120
8,349
1,681,300
The movements in investment properties are as follows:
The Group
Balance as at beginning of the year
Transfer from property, plant and equipment (Note 4)
Additions through subsequent expenditure
Group’s share of fair value (loss)/gain
Minority interests’ share of fair value gain
Fair value (loss)/gain recognised in the income statement (Note 24)
Balance as at end of the year
Notes:
(i)
Investment properties are properties held for the primary purpose of producing rental and related income and are
not held for resale in the ordinary course of the business.
(ii)
The investment properties, including integral fixed plant and machinery and fittings, are valued by directors as at
the end of the reporting period based on the valuation at open market value carried out by a firm of independent
professional valuers, Colliers International Consultancy & Valuation (Singapore) Pte Ltd, that has appropriate
recognised professional qualifications and recent experience in the location and category of the investment
properties being valued.
(iii)
Investment properties amounting to $1,228,000,000 (2008 - $1,207,600,000) are mortgaged to secure borrowings
(Note 16).
(iv)
The following amounts are recognised in the income statement:
The Group
Rental income
Direct operating expenses arising from investment
properties that generated rental income
Other direct operating expenses arising from investment
properties that did not generate rental income
2009
$’000
2008
$’000
101,903
102,912
15,128
19,651
8,116
9,267
80
Annual Report 2009
Notes to the
6
SUBSIDIARY COMPANIES
The Company
2009
$’000
2008
$’000
Unquoted equity investments, at cost
Provision for impairment [see (a)]
801,848
(25,825)
776,023
852,198
(47,058)
805,140
810,415
287,504
1,097,919
(28,771)
1,069,148
1,069,148
705,770
276,446
982,216
(191,372)
790,844
(17,641)
773,203
- Quasi-equity *
- Interest bearing**
Provision for loan losses [see (b)]
Amounts receivable within one year
Amounts receivable after one year
(a)
1,578,343
2009
$’000
2008
$’000
47,058
(21,233)
25,825
6,716
40,342
47,058
2009
$’000
2008
$’000
191,372
10
(162,611)
28,771
36,376
155,051
(55)
191,372
Movements in provision for impairment are as follows:
Current year provision
Provision written back
(b)
1,845,171
Movements in provision for loan losses are as follows:
Current year provision
Provision written back
Included in loans to subsidiary companies are subordinated loans of $308,134,000 (2008 - $365,702,000).
*
These loans are unsecured and form part of the Company’s net investment in subsidiary companies. Settlements are
neither planned nor likely to occur in the foreseeable future.
**
These loans are unsecured and have no fixed term of repayments. The carrying values of these loans approximate their
fair values as they bear interest at variable rates which approximate the borrowing rates for similar types of borrowing
arrangement. The effective interest rate is disclosed in Note 33.3.
Annual Report 2009
81
Notes to the
7
ASSOCIATED COMPANIES
The Group
2009
$’000
2008
$’000
Unquoted equity investments, at cost
Loan to an associated company
Share of post-acquisition loss, net of tax
Share of foreign currency translation reserve
481,035
5,531
(3,384)
21,889
505,071
395,066
5,671
(1,496)
33,599
432,840
Interest-free advances to associated companies
Provision for impairment loss
823
(823)
505,071
823
(823)
432,840
(i)
Details of the associated companies are listed in Note 31(b).
(ii)
In December 2007, the Company entered into a Framework Reorganisation Agreement (as amended by an Amendment
Agreement)(“the Agreement”) to develop a portfolio of five projects in the People’s Republic of China (“PRC”) through
joint ventures with Kerry Properties Limited (“KPL”) and Kerry Holdings Limited (“KHL”).
The directors had convened an Extraordinary General Meeting on 25 February 2008 to seek independent shareholders’
approval on the proposed participation, and the independent shareholders have approved, either directly or through
the affiliates of the Company, in the joint ventures of:
Group’s
equity interest
(A)
(B)
(C)
(D)
(E)
Kerry Development (Chengdu) Ltd.
Wealthy Plaza Development (Chengdu) Ltd.
Lucky Billion Development (Qinhuangdao) Co., Ltd.
Sky Fair Development (Qinhuangdao) Co., Ltd.; and
Kerry (Shenyang) Real Estate Development Co., Ltd.
25%
25%
10%
10%
30%
to develop the five projects in Chengdu, Qinhuangdao and Shenyang, the PRC.
All regulatory approvals in the PRC were obtained in prior year and the share transfers in all the above five companies
were completed.
(iii)
On 20 October 2007, a subsidiary company entered into a Shareholders Agreement with Million Palace Limited (“MPL”),
a company indirectly owned by KPL and KHL, to established a joint venture company, Million Palace Development
(Chengdu) Co., Ltd (“MPDC”) to undertake a mainly residential property development in the Hi-Tech Industrial
Development Zone, Chengdu, Sichuan Province, the PRC. MPDC was incorporated in March 2008 and the Group’s
shareholding in MPDC is 25%.
82
Annual Report 2009
Notes to the
7
ASSOCIATED COMPANIES CONT’D
(iv)
During the year, the Group, through a subsidiary company, together with the respective subsidiaries of KPL and
Shangri-La Asia Limited (“SA”) successfully tendered for 2 Tangshan sites (“2 TS sites”) in Tangshan City, Hebei Province,
the PRC.
Following the successful bid for the 2 TS sites, the Group, KPL and SA (through their respective subsidiaries) have entered
into a Master Joint Venture Agreement pursuant to which the parties agree to establish two joint venture companies
(“JVCO”) in the PRC in the same respective equity proportion of 25% : 40% : 35% for the acquisition and development
of the 2 TS sites.
(v)
The loan to an associated company comprises a foreign currency loan amounting to US$3,932,000 (2008 - US$3,932,000)
which forms part of the Group’s net investment in the associated company. The loan is unsecured and interest-free,
and settlement is neither planned nor likely to occur in the foreseeable future. As the amount is, in substance, a part
of the Group’s net investment in the entity, it is stated at cost less provision for impairment, if any.
(vi)
The summarised financial information of associated companies, not adjusted for the proportion of ownership interest
held by the Group, is as follows:
The Group
(vii)
Assets
Liabilities
Revenue
Net loss for the year
2009
$’000
2008
$’000
2,428,774
316,238
8,177
(7,913)
1,933,076
112,135
8,809
(10,385)
The Group has not recognised its share of losses of the following associated company because the Group’s cumulative
share of losses exceeds its interest in this entity and the Group has no obligation in respect of those losses:
Share of losses
Current year’s
Cumulative
unrecognised loss
unrecognised losses
2009
2008
2009
2008
$’000
$’000
$’000
$’000
Wyndham Asia Co. Ltd
8
-
-
71
71
2009
$’000
2008
$’000
93
234
327
17
2
(19)
93
18
293
404
STOCKS AND CONTRACT WORKINPROGRESS, AT COST
The Group
Contract work-in-progress
Attributable profits
Progress billings
Food and beverage
Building materials
Operating supplies
83
Annual Report 2009
Notes to the
9
DEVELOPMENT PROPERTIES
The Group
Costs and attributable profits
Progress billings
Less:
Provision for diminution in value of
development properties
Current year provision [Notes 23(b) & 24]
Provision written back [Note 24]
Provision utilised
(i)
The Company
2009
2008
$’000
$’000
2009
$’000
2008
$’000
2,417,880
(948,402)
1,469,478
2,380,821
(732,256)
1,648,565
122,574
122,574
120,808
120,808
326,481
(66,318)
(1,178)
258,985
1,210,493
319,848
24,641
(16,764)
(1,244)
326,481
1,322,084
8,330
8,330
114,244
8,330
8,330
112,478
774
-
1,725
-
Interest capitalised during the
financial year were paid/payable to:
- financial institutions
- minority shareholders
12,936
1,811
14,827
2,084
(ii) Project management fee paid to a
subsidiary company during the year
-
-
-
574
(iii) Provision written back during the year relates to provision no longer required on units sold. The provision written back is
included in cost of sales in the consolidated income statement.
10
TRADE RECEIVABLES
The Group
2009
2008
$’000
$’000
The Company
2009
2008
$’000
$’000
External parties
Accrued receivables*
Amount due from an associated company
Amount due from subsidiary companies
27,866
83,536
115
111,517
9,779
83,535
116
93,430
1
1
3
3
Provision for impairment [Note 33.1(iii)]
(346)
111,171
(141)
93,289
1
3
*
These represent amounts receivable from purchasers who have not been served the Notice of Vacant Possession as at
end of the reporting period after Temporary Occupation Permit of the project has been obtained as well as accrued
sales for development properties under the deferred payment schemes.
Trade receivables, excluding accrued receivables, generally have credit term of 7 to 14 (2008 - 7 to 14) days.
84
Annual Report 2009
Notes to the
11
OTHER RECEIVABLES
The Group
Deposit with a subsidiary company
Deposits for purchase of properties
Other deposits
Prepayments
Advances to minority shareholders of
subsidiary companies (ii)
Loans to joint venture partner (iii)
Non-trade amount due from
Non-trade amount due from associated
companies of subsidiary companies
Recoverable expenses
Property tax recoverable
Others
The Company
2009
2008
$’000
$’000
2009
$’000
2008
$’000
(i)(c) 2,450
504
1,123
(i) 39,744
487
783
111
42
143
96
77
179
1,804
15,290
15,370
15,671
-
-
-
-
7
6
167
947
114
576
73,859
(166)
73,693
45
42
390
390
101
459
459
Provision for impairment
177
409
93
1,163
23,013
(166)
22,847
The Group
(i)
Included in this amount were the following deposits:
(a)
$36,270,000 paid for a site situated in Tangshan City, Heibei Province, the PRC, which a subsidiary company
successfully tendered together with the respective subsidiaries of KPL, SA and Kuok Brothers Sdn. Bhd. (“KB”).
The mentioned subsidiaries had entered into a Master Joint Venture Agreement to develop the site with the
Group’s share being 25%.
On 15 January 2009, the subsidiary company and the joint venture partners entered into an agreement
with the relevant government authorities in the PRC for the withdrawal of the land bid confirmation for the
Tangshan sites to be acquired and to terminate the respective parties’ rights and obligations therein. The
penalty payable for the withdrawal and termination as determined by the relevant government authorities
in the PRC is RMB21 million (approximately $4.56 million) to be borne by the joint venture partners in their
respective proportion under the joint bid application for the sites, with the Group’s 25% share being RMB5.25
million (approximately $1.11 million). The penalty was deducted from the refundable aggregate deposit of
HK$780 million (approximately $152.07 million) paid in connection with the successful tender for the sites.
A refund of deposit of HK$120,000,000 (approximately $23.3 million) was received on 4 February 2009.
Upon obtaining the approval from the PRC authority, in November 2009, the balance deposit amount was
converted to share capital of the two PRC wholly foreign-owned enterprises established.
(b)
$962,000 paid for a site situated in Nanjing City, the PRC, which a subsidiary company successfully tendered
together with the respective subsidiaries of KPL and SA. The mentioned subsidiaries had entered into a Master
Joint Venture Agreement to develop the site with the Group’s share being 15%.
Annual Report 2009
85
Notes to the
11
OTHER RECEIVABLES CONT’D
In light of the economic climate during the year, the subsidiary company has on 16 March 2009 entered into a
deed with SA and KPL to novate all of the Group’s rights, titles, interests, liabilities, duties and obligations under
the Master Joint Venture Agreement to SA in consideration for the payment by SA to the subsidiary company of
HK$5,172,414, being the amount equivalent to the deposit contributed by the subsidiary company in respect
of the successful bid for the Nanjing site. The deposit was refunded on 18 May 2009.
(c)
US$1,745,312 [approximately $2,450,000 (2008 – $2,512,000)] paid for a site at Dong Nai Riverfront in Vietnam.
The amount will be recovered from the joint-venture company designated to undertake the proposed
residential development in Vietnam.
(ii)
These advances arise from surplus funds of subsidiary companies. They are advanced in proportion to their respective
shareholding structure and are unsecured, interest-free and are repayable on demand.
(iii)
Loans to joint venture partner of a subsidiary company comprise foreign currency loans totalling US$10,890,113 (2008 –
US$10,890,113). These loans are secured and non-interest bearing. The securities provided by the joint venture partner
for these loans include the original land use rights certificates of pieces of land as detailed below:
-
approximately 9,000m2 of land at Binh Chanh District, Ho Chi Minh City, Vietnam;
466m2 of land at Binh Trieu, Ho Chi Minh City, Vietnam; and
approximately 4,000m2 of land in Dalat, Vietnam.
Pursuant to an appendix offshore loan agreement entered into between the subsidiary company and the joint
venture partner on 1 January 2010, the settlement date of these loans was extended from 31 December 2009 to
30 June 2010.
12
CASH AND CASH EQUIVALENTS
The Group
2009
2008
$’000
$’000
Project accounts
Fixed deposits
Cash and current accounts
137,533
6,405
8,001
151,939
99,904
15,488
10,488
125,880
The Company
2009
2008
$’000
$’000
5
838
843
1,205
377
1,582
The Group
The project accounts are maintained in accordance with the rules of the Housing Developers (Control & Licensing) Act.
A total amount of $112,200,000 (2008 - $98,150,000) from the project accounts of the Group have been placed in
fixed deposits.
The fixed deposits have an average maturity of 14 days (2008 - 14 days) and are repriced within one month from the end of
the financial year with average interest rate at 0.133% (2008 - 0.47%) per annum.
The Company
The fixed deposits have an average maturity of 6 days (2008 - 5 days) and are repriced within one month from the end of the
financial year with average interest rate at 0.10% (2008 - 0.375%) per annum.
86
Annual Report 2009
Notes to the
13
SHARE CAPITAL
The Group and The Company
Issued and fully paid, with no par value
1,590,381,075 ordinary shares
2009
$’000
2008
$’000
1,177,185
1,177,185
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at shareholders meetings. All shares rank equally with regard to the Company’s residual assets.
At the end of the financial year, the Company has 6,375 (2008 - 6,375) outstanding employee share options to subscribe for
ordinary shares at an exercise price of $0.7451 (2008 - $0.7451) per ordinary share. Details of the Scheme are disclosed in the
Directors’ Report. The dilutive effect of these options on the share capital and earnings per share are not material.
14
RESERVES NONDISTRIBUTABLE
The Group
(i)
Revaluation reserve
Balance at beginning of year
Deferred tax assets on revaluation deficit
Balance at end of the year
(ii) Currency translation reserve
Balance at beginning of the year
Net currency translation differences of financial statements
of foreign subsidiary and associated companies
Translation difference relating to monetary item forming part of
net investment in a foreign associated company
Balance at end of the year
15
2009
$’000
2008
$’000
69,392
(4,047)
688
66,033
79,361
(12,157)
2,188
69,392
33,170
(324)
(12,395)
33,800
(140)
(12,535)
20,635
86,668
(306)
33,494
33,170
102,562
MINORITY INTERESTS
The Group
Included in minority interests are quasi-equity (net investments) loans of $111,135,000 (2008 - $111,145,000). These loans,
together with interest-bearing loans of $102,505,000 (2008 - $94,680,000) from minority shareholders of subsidiary companies,
are granted in proportion to their respective shareholdings.
Loans totalling $62,170,000 (2008 - $84,670,000) are subordinated to the bank borrowings of the subsidiary companies.
The quasi-equity loans are unsecured and repayments are neither planned nor likely to occur in the foreseeable future, whilst
interest-bearing loans are repayable after one year.
The carrying values of these loans approximate their fair values. The effective interest rate is disclosed in Note 33.3.
Annual Report 2009
87
Notes to the
16
LONGTERM BORROWINGS
The Group
Amounts repayable later than one year but
not later than two years
Amounts repayable later than two years
but not later than five years
The Company
2009
2008
$’000
$’000
2009
$’000
2008
$’000
410,200
109,000
50,000
40,000
353,778
763,978
536,610
645,610
50,000
40,000
50,000
100,000
50,000
130,000
40,000
100,000
-
50,000
-
40,000
-
433,978
763,978
505,610
645,610
50,000
40,000
Made up of:
Fixed Rate Notes due 2010, unsecured
Fixed Rate Notes due 2011, unsecured
Fixed Rate Notes due 2011, secured
Bank loans payable in full from 2011 to 2012
(2008 - 2010 to 2012), secured
The carrying amounts and fair values of non-current borrowings are as follows:
The Group
Carrying Amounts
2009
2008
$’000
$’000
Fixed Rate Notes
Bank loans
330,000
433,978
763,978
140,000
505,610
645,610
Fair Values
2009
$’000
2008
$’000
330,450
450,991
781,441
141,000
519,410
660,410
The Company
Fixed Rate Notes
Carrying Amounts
2009
2008
$’000
$’000
Fair Values
2009
2008
$’000
$’000
50,000
49,980
40,000
40,994
The fair values above are determined from the cash flow analysis, discounted at market borrowing rates of an equivalent
instrument at the end of the reporting period.
88
Annual Report 2009
Notes to the
16
LONGTERM BORROWINGS CONT’D
The Company
The Company has established a $500 million unsecured Medium Term Note Programme (the “Unsecured Programme”) under
which the Company may from time to time issue Notes in series or tranches in Singapore dollars or any other currency as
may be agreed between the relevant dealer(s) of the Unsecured Programme and the Company. The Notes constitute direct,
unconditional, unsecured and unsubordinated obligations of the Company and rank pari passu and without any preference
among themselves and with all other present and future unsecured and unsubordinated obligations (other than subordinated
obligations as disclosed in Note 15) of the Company. As long as any Notes remain outstanding, the Company cannot pledge any
of its assets or revenue to secure future borrowings, except for security over the development and investment properties and
the resulting revenue whereby such security is created for the sole purpose of financing that acquisition or development.
Pursuant to the Unsecured Programme, the following Notes were issued (excluding Notes that were repaid prior to year 2009)
by the Company:
Series 5
:
$50 million 2.5-year Hybrid Rate Notes issued on 26 June 2007 at a fixed interest rate of 3.11% per annum
from 26 June 2007 to 26 December 2008. Thereafter at variable interest rate from 27 December 2008 to 26
December 2009. These Notes were repaid on 26 December 2009.
Series 9
:
$40 million 3-year Fixed Rate Notes issued on 17 October 2007 at a fixed interest rate of 3.25% per annum.
Series 11
:
$30 million 1.5-year Fixed Rate Notes issued on 21 December 2007 at a fixed interest rate of 3.14% per annum.
These Notes were repaid on 22 June 2009.
Series 12
:
$35 million 1-year Fixed Rate Notes issued on 21 January 2008 at a fixed interest rate of 2.40% per annum.
These Notes were repaid on 21 January 2009.
Series 13
:
$15 million 1-year Fixed Rate Notes issued on 23 January 2008 at a fixed interest rate of 2.40% per annum.
These Notes were repaid on 23 January 2009.
Series 14
:
$20 million 1-year Fixed Rate Notes issued on 20 March 2008 at a fixed interest rate of 2.65% per annum.
These Notes were repaid on 20 March 2009.
Series 15
:
$50 million 1-year Fixed Rate Notes issued on 12 August 2008 at a fixed interest rate of 3% per annum. These
Notes were repaid on 12 August 2009.
Series 16
:
$50 million 2-year Fixed Rate Notes issued on 28 December 2009 at a fixed interest rate of 2.60%
per annum.
The following financial covenants apply to the above Unsecured Programme:
(i)
Consolidated tangible net worth (including issued capital and reserves, but excluding minority interests) shall not be
less than $900 million;
(ii)
Ratio of consolidated total outstanding borrowings (including debt issues) to consolidated tangible net worth
(excluding minority interests) shall not exceed 2.25 times; and
(iii)
Ratio of consolidated total liabilities (including contingent liabilities) to consolidated tangible net worth (excluding
minority interests) shall not exceed 3.50 times.
Annual Report 2009
89
Notes to the
16
LONGTERM BORROWINGS CONT’D
The Group
In 2001, a subsidiary company established a $500 million secured Medium Term Note Programme (the “Secured Programme”)
under which, the subsidiary company may from time to time issue Notes in series or tranches in Singapore dollars, or any other
currency as may be agreed between the relevant dealer(s) of the Secured Programme and the subsidiary company. Unless
previously purchased and cancelled, the Notes will be redeemed at their redemption price on their maturity dates.
Pursuant to the Secured Programme, the following Notes were issued (excluding Notes that were repaid prior to year 2009)
by the subsidiary company:
Series 11
:
$100 million 5-year Fixed Rate Notes issued on 17 January 2006 at a fixed interest rate of 3.88%
per annum.
Series 14
:
$30 million 1-year Fixed Rate Notes issued on 2 April 2009 at a fixed interest rate of 3.33% per annum.
Series 15
:
$65 million 5-years Fixed Rate Notes issued on 21 May 2009 at a fixed interest rate of 5.10% per annum.
Series 16
:
$65 million 5-years Fixed Rate Notes issued on 1 June 2009 at a fixed interest rate of 5.10% per annum.
Series 17
:
$50 million 2-years Fixed Rate Notes issued on 2 July 2009 at a fixed interest rate of 3.75% per annum.
The following financial covenants apply to the above Secured Programme:
(i)
To maintain a net worth of $500 million; and
(ii)
Interest coverage ratio shall not be less than 1.5.
Borrowings and other financial facilities granted to the Group are secured by the following:
(a)
a deed of debenture creating fixed and floating charges on certain subsidiary companies’ assets;
(b)
a deed of assignment of rental proceeds and all monies standing to the credit of the project accounts, rental and sales
proceeds accounts of certain subsidiary companies;
(c)
first legal mortgages on certain subsidiary companies’ investment and development properties and assignment of all
rights, titles and interests on all sale and tenancy agreements, building agreements, construction contracts, guarantees,
performance bonds, insurance policies and any other contracts in respect of the investment and development
properties of certain subsidiary companies; and
(d)
corporate guarantees given by the Company and the minority shareholders of certain subsidiary companies.
Corporate guarantees given by the Company to financial institutions for loan facilities utilised by subsidiary companies
and associated companies amounted to $491,535,000 (2008 - $713,825,000).
17
RENTAL DEPOSITS
The Group
Included in rental deposits are amounts totalling $784,000 (2008 - $784,000) received from corporate shareholders and their
subsidiary companies.
The carrying values of rental deposits approximate their fair values.
90
Annual Report 2009
Notes to the
18
DEFERRED TAXATION
The Group
Transfer from/(to) income statement (Note 25)
- current year
- change in Singapore tax rate
Overprovision in respect of prior year (Note 25)
2009
$’000
2008
$’000
The Company
2009
2008
$’000
$’000
72,997
64,611
5,350
4,157
17,527
(4,476)
13,051
(228)
(1,242)
84,578
12,456
12,456
(120)
(3,950)
72,997
2,592
(297)
2,295
7,645
1,193
1,193
5,350
The balance represents tax on the following temporary differences:
The Group
2009
2008
$’000
$’000
Excess of net book value over tax written down value
of qualifying property, plant and equipment
Income recognition of development properties
Utilisation of tax losses of subsidiary
companies arising from group relief
Revaluation surplus of hotel property
Fair value gain on leasehold investment property
19
The Company
2009
2008
$’000
$’000
15,823
24,726
17,328
15,454
-
-
10,406
26,253
7,370
84,578
5,350
27,495
7,370
72,997
7,645
7,645
5,350
5,350
TRADE PAYABLES
The Group
2009
2008
$’000
$’000
Third parties
Amount due to associated companies of
Amount due to companies in which certain
directors have indirect financial interest
Amount due to a corporate shareholder
Retentions
The Company
2009
2008
$’000
$’000
51,429
48,408
7,738
4,791
-
36
-
-
31
36
133
51,629
502
8
48,954
35
7,773
8
4,799
Trade payables generally have average credit term of 30 (2008 - 30) days.
Annual Report 2009
91
Notes to the
20
OTHER PAYABLES
The Group
2009
$’000
2008
$’000
Deposits received
Amount payable for purchase of property, plant and equipment
Advances from associated company of a subsidiary company*
Retentions
Others
384
1,057
24
262
296
2,023
395
2,003
24
67
123
2,612
The Company
2009
$’000
2008
$’000
Interest free
Interest bearing
47,432
288,207
335,639
87,345
47,103
134,448
*
21
These advances are unsecured, interest-free and repayable on demand.
ADVANCES FROM SUBSIDIARY COMPANIES
Advances from subsidiary companies are unsecured and repayable on demand. Interest bearing advances bear interest at
average rate of 2.99% (2008 - 3.125%) per annum.
The carrying values approximate the fair values of these advances.
22
BORROWINGS
The Group
2009
2008
$’000
$’000
Bank borrowings - secured
- unsecured
Fixed and Hybrid Rate Notes
- secured
- unsecured
Interest payable
- secured
- unsecured
The Company
2009
2008
$’000
$’000
100,000
105,115
*314,800
95,815
105,115
95,815
30,000
40,000
200,000
40,000
200,000
4,840
389
280,344
5,344
1,889
617,848
389
145,504
1,889
297,704
Details of Fixed Rate Notes and the securities for borrowings are stated in Note 16.
The carrying amounts of current borrowings approximate their fair values.
*
Included in secured bank borrowings is an amount of $13,800,000 repaid on 16 March 2009 by a subsidiary company so
as to maintain the security coverage imposed by the bank for the facilities granted to the said subsidiary company.
92
Annual Report 2009
Notes to the
23
OTHER INCOME AND OTHER EXPENSES
The Group
2009
$’000
2008
$’000
5,638
347
887
362
549
280
517
2,030
10,610
6,181
1,306
998
554
2,274
529
1,662
13,504
(a) Other income
Recovery income - electricity
Interest income
Advertising and promotion collections
Guest service revenue
Foreign exchange gain
Forfeiture income
Government grant - Jobs Credit Scheme
Others
The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help businesses preserve jobs in the
economic downturn. The jobs credit will be paid to eligible employers in 2009 in four payments and the amount an employer
can receive would depend on the fulfilment of the conditions as stated in the scheme.
The Group
2009
$’000
2008
$’000
9,575
5,560
806
222
1,257
17,420
10,912
6,073
1,069
1,734
24,641
1,616
46,045
(b) Other expenses
Depreciation of property, plant and equipment (Note 4)
Utilities
Foreign exchange loss
Tenancy works
Provision for diminution in value of development properties (Note 9)
Incidental expenses
Annual Report 2009
Notes to the
24
PROFIT BEFORE TAXATION
The Group
Note
2009
$’000
2008
$’000
92
348,647
119
116,103
5,391
13
5,404
3,552
13
3,565
3,024
12,399
589
16,012
3,554
11,426
804
28
15,812
257
1,683
9,575
6,091
243
9
10,912
-
21,685
1,630
23,315
23,061
1,751
24,812
324
24,641
131
1,212
-
1,230
8,349
1,205
205
142
347
-
1,231
75
1,306
1,289
66,318
119
16,764
237
This is arrived at after charging:
Non-audit fees paid to auditors of the Company*
Cost of development properties included in cost of sales
Directors’ remuneration and fees
- salaries, bonus and fees
- Central Provident Fund contributions
Interest expense
- bank loans
- fixed, hybrid and variable rate notes
- minority shareholders
- others
Loss in foreign exchange (net)
Loss on disposal of property, plant and equipment (net)
Loss on liquidation of associated companies
Depreciation of property, plant and equipment
Fair value loss of investment properties
Staff costs (excluding directors’ remuneration and fees)
- salaries, bonus and other benefits
- Central Provident Fund contributions
Provision for diminution in value of development properties
Provision for impairment of trade receivables
4
5
9
33.1(iii)
and crediting:
Contingent rents from operating leases
Fair value gain of investment properties
Gain in foreign exchange (net)
Interest income
- financial institutions
- others
Revenue from construction contracts
Write back of provision for diminution in value of
development properties
Write back of provision for impairment of trade receivables
*
relates to tax compliance works
5
9
33.1(iii)
93
94
Annual Report 2009
Notes to the
25
TAXATION
The Group
2009
$’000
2008
$’000
Current taxation
Utilisation of deferred tax assets on temporary differences
not recognised in prior years
Deferred taxation (Note 18)
Income tax expense
Over provision in respect of prior years
- current taxation
- deferred taxation (Note 18)
16,837
16,695
(1,657)
13,051
28,231
(80)
12,456
29,071
(1,952)
(228)
26,051
(3,316)
(120)
25,635
The tax expense on the results of the financial year varies from the amount of income tax determined by applying the Singapore
statutory rate of income tax on Group’s profits as a result of the following:
The Group
2009
$’000
2008
$’000
Share of results of associated companies, net of tax
225,035
1,627
226,662
115,962
850
116,812
Tax at statutory rate of 17% (2008 - 18%)
Change of tax rate from 18% to 17% (2008 - Nil)
Tax effect on non-deductible expenses
Tax effect on non-taxable income
Singapore statutory stepped income exemption
Utilisation of deferred tax assets on temporary
differences not recognised in prior years
Deferred tax assets on temporary differences not recognised
38,533
(4,476)
6,283
(13,385)
(185)
21,026
10,593
(4,282)
(216)
(1,657)
3,118
28,231
(80)
2,030
29,071
The Group has unutilised tax losses amounting to approximately $85,788,000 (2008 - $104,518,000) which are subject to
agreement with the Tax Authorities. These unutilised tax losses can be carried forward for offsetting against future taxable
profits of these subsidiary companies provided that the provisions of Section 37 of the Singapore Income Tax Act, Cap. 134 are
complied with. No credit has been taken for the deferred tax benefits of approximately $14,584,000 (2008 - $18,813,000).
Annual Report 2009
95
Notes to the
26
EARNINGS PER SHARE
(a)
The calculation of basic earnings per share is based on the following:
The Group
Profit attributable to shareholders of the Company ($’000)
- before fair value (loss)/ gain of investment properties
Weighted average number of shares (‘000)
(b)
27
2009
2008
173,644
162,741
65,327
67,411
1,590,381
1,590,381
The diluted earnings per share is not calculated as the outstanding number of unissued shares under option is only
6,375 and therefore the dilution on earnings per share is minimal.
DIVIDENDS
2009
$’000
2008
$’000
31,807
79,519
Ordinary dividends paid
First and final tax exempt (one-tier) dividend, paid in respect of the previous financial
year of 2 cents (2008 - 5 cents) per share
After the end of the reporting period, the directors proposed a first and final tax exempt (one-tier) dividend of 4 cents per
ordinary share. Based on the share capital as at 31 December 2009, the proposed final dividend is estimated at $63,615,000
which will be subject to the approval of shareholders at the next Annual General Meeting of the Company. The actual amount
can only be determined on the book closure date.
The financial statements do not reflect these dividends payable, which will be accounted for as a reduction in equity as a
distribution of retained profits in the financial year the shareholders approve the dividends.
96
Annual Report 2009
Notes to the
28
COMMITMENTS
(a)
Capital commitments approved by directors but not contracted for are as follows:
The Group
2009
2008
$’000
$’000
Renovation works
(b)
196
-
The Company
2009
2008
$’000
$’000
-
-
Capital commitments contracted but not provided for in the financial statements are as follows:
The Group
2009
2008
$’000
$’000
(i)
Development expenditure
The Company
2009
2008
$’000
$’000
486,554
660,990
9,537
9,573
2,133
5,342
6,844
26,238
7,030
40,307
-
-
-
73,293
80,768
88,269
168,688
-
-
(ii) Uncalled capital contributions in
joint ventures in:
The PRC
- Tianjin
- Chengdu [Note 7(ii) & 7(iii)]
- Qinhuangdao [Note 7(ii)]
- Shenyang [Note 7(ii)]
- Tangshan [Note 7(iv)]
Vietnam
- Ho Chi Minh City
(c)
Operating lease commitments
The Group
2009
2008
$’000
$’000
Not later than one year
Later than one year but not later than five years
Later than five years
68,063
58,385
1,167
70,562
77,522
2,084
The Company
2009
2008
$’000
$’000
-
-
The leases on the Group’s investment properties on which rentals are received are mainly on a three-year term with
options to renew at market rates.
The Group
2009
2008
$’000
$’000
(d)
Indemnities given to financial institutions for
performance guarantees granted
78,592
101,596
The Company
2009
2008
$’000
$’000
78,592
101,596
97
Annual Report 2009
Notes to the
29
CONTINGENT LIABILITIES UNSECURED
The Company has given letters of financial support in proportion to its shareholdings for certain subsidiary companies to
continue to operate as going concern and to meet their respective obligations as and when they fall due.
30
SIGNIFICANT RELATED PARTY TRANSACTIONS
Other than the related party information disclosed elsewhere in the financial statements, the following are significant
transactions with related parties at negotiated rates:
The Group
2009
2008
$’000
$’000
The Company
2009
2008
$’000
$’000
With subsidiary companies
Accounting and secretarial fee received
Management fee received
Project management fee received
Interest income
Interest expense
Office rental and related charges
-
-
984
552
2,428
7,314
5,674
584
1,021
562
2,428
10,597
2,631
606
4,179
300
4,286
300
300
300
1,388
1,574
-
-
1,483
613
2,170
825
-
-
9,781
175
9,956
7,463
187
7,650
7,879
76
7,955
5,305
88
5,393
2,913
-
-
-
With corporate shareholders and their
subsidiary and associated companies
Lease rental received
Treasury services paid
With associated company
Laundry services paid
With companies in which certain directors
have indirect financial interest
Hotel management fees and royalties paid
Marketing and administration fees paid
*With key management personnel
(including executive directors)
Salaries, directors’ fees and other
short-term employee benefits
CPF
Total short-term benefits
With a director of the Company
Sale of a residential unit
*
Key management personnel are those persons who have the authority and responsibility for planning, directing and
controlling the activities of the Group.
98
Annual Report 2009
Notes to the
31
(a)
SUBSIDIARY AND ASSOCIATED COMPANIES
The subsidiary companies of Allgreen Properties Limited are as follows:
Name
Country of
incorporation/
principal place
of business
Effective
percentage
of equity held
2009
2008
%
%
Principal activities
Allgreen Properties (Chengdu) Pte. Ltd.
Singapore
100
100
Investment holding
Allgreen Properties
(Qinhuangdao) Pte. Ltd.
Singapore
100
100
Investment holding
Allgreen Properties
Singapore
100
100
Investment holding
Allgreen Properties (Shenyang)
Pte. Ltd.
Singapore
100
100
Investment holding
Allgreen Properties (Tianjin) Pte. Ltd.
Singapore
100
100
Investment holding
Allgreen Properties (Vietnam) Pte. Ltd.
Singapore
100
100
Investment holding
Arcadia Development Pte. Ltd.
Singapore
90
90
Property developer and owner
Asiawide Resources Pte Ltd
Singapore
92
92
Beatty Holdings Pte Ltd##
Singapore
80
80
Bedok Properties Pte Ltd##
Singapore
85
85
Belfin Investments Pte Ltd
Singapore
100
100
Investment holding
Benefit Investments Pte Ltd ***
Singapore
100
100
Dormant
Binjai Crest Pte Ltd
Singapore
80
80
Boonridge Pte Ltd
Singapore
65
65
Bukit Batok Development Pte Ltd
Singapore
90
90
Cairnhill Green Pte Ltd
Singapore
100
100
Cuscaden Properties Pte Ltd
Singapore
55.4
55.4
Owner and operator of a hotel
cum shopping complex
Annual Report 2009
99
Notes to the
31
SUBSIDIARY AND ASSOCIATED COMPANIES CONT’D
(a)
The subsidiary companies of Allgreen Properties Limited are as follows (cont’d):
Name
Country of
incorporation/
principal place
of business
Effective
percentage
of equity held
2009
2008
%
%
Devonshire Peak Pte Ltd
Singapore
70
70
Eastwood Green Pte Ltd
Singapore
100
100
Evergreen Park Pte Ltd #
Singapore
-
65
Green Bay Pte Ltd
Singapore
100
100
Holland Village Development Pte Ltd
Singapore
100
100
Jeston Investments Pte Ltd
Singapore
100
100
Investment holding
Leo Property Management
Private Limited
Singapore
100
100
Project and property management,
and estate agent
Singapore
100
100
Property developer and owner and
operator of a mixed development
comprising serviced apartments,
offices and shops
Ong Lye Development Pte Ltd##
Singapore
75
75
Perfect Bright Pte Ltd.***
Singapore
100
100
Dormant
Petals Development Pte Ltd
Singapore
100
100
Investment holding
Queenstown Peak Pte Ltd #
Singapore
-
80
Rufiji Pte Ltd
Singapore
100
100
Tanglin Place
Development Pte Ltd (1)
Singapore
55.4
55.4
Owner and operator of an office
cum shopping complex
Thomson Green Pte Ltd #
Singapore
-
100
Thomson Peak Pte Ltd
Singapore
80
80
Thomson Vale Pte Ltd ##
Singapore
100
100
100
Annual Report 2009
Notes to the
31
(a)
The subsidiary companies of Allgreen Properties Limited are as follows (cont’d):
Name
(b)
Country of
Incorporation/
principal place
of business
Effective
percentage
of equity held
2009
2008
%
%
ValleyPoint Investments Pte. Ltd.***
Singapore
100
100
Dormant
Woodleigh Gardens Pte Ltd
Singapore
100
100
Wyndham Construction (Pte) Ltd
Singapore
100
100
General construction
and interior works, and
trading in building materials
Wyndham Supplies Pte Ltd
Singapore
100
100
Trading in building materials
Yishun Residency Pte Ltd
Singapore
85
85
Golden Age Joint-Venture Co.,
Ltd (2) *
Vietnam
65
65
Allgreen Properties Management
Services Co., Ltd (2) *
Vietnam
100
100
Consultancy services
Allgreen-Vuong Thanh Company
Limited (2) *
Vietnam
98
98
Allgreen-Vuong Thanh Properties
Company Limited (2) *
Vietnam
98
98
Allgreen-Vuong Thanh-Trung
Duong Co., Ltd (3) *
Vietnam
88.2
88.2
The associated companies of Allgreen Properties Limited are as follows:
Name
Central Laundry Pte Ltd (4)**
Country of
Incorporation/
principal place
of business
Singapore
Effective
percentage
of equity held
2009
2008
%
%
13.8
Provision of laundry services
13.8
Annual Report 2009
101
Notes to the
31
(b)
The associated companies of Allgreen Properties Limited are as follows (cont’d):
Name
Country of
Incorporation/
principal place
of business
Effective
percentage
of equity held
2009
2008
%
%
Hengyun Real Estate
(Tangshan) Co., Ltd (5)**
China
25
-
Property developer of a mainly
residential apartments
development
Kerry Development
(Chengdu) Ltd. (6) **
China
25
25
development
Kerry (Shenyang) Real Estate
Development Co., Ltd. (7) **
China
30
30
and operator of a mixed
development comprising hotel,
offices, residences, retail and
ancillary facilities
Lucky Billion Development
(Qinhuangdao) Co., Ltd. (8)** @
China
10
10
residential complex
Million Palace Development
(Chengdu) Co., Ltd (6) **
China
25
25
development
Ruihe Estate (Tangshan)
Co., Ltd (5) **
China
25
-
development
Shanghai Pudong Kerry
City Properties Co., Ltd. (9) ** @
China
16
16
Property developer and
owner and operator of a
mixed development
comprising offices,
serviced apartments,
retail and hotel
Sky Fair Development
(Qinhuangdao) Co., Ltd. (8) ** @
China
10
10
residential complex
102
Annual Report 2009
Notes to the
31
(b)
The associated companies of Allgreen Properties Limited are as follows (cont’d):
Country of
Incorporation/
principal place
of business
Name
Effective
percentage
of equity held
2009
2008
%
%
Tianjin Kerry Real Estate
Development Co., Ltd (10) **
China
31
31
Property developer and
owner and operator of a
mixed development
comprising residential,
offices, serviced apartments,
retail and hotel
Wealthy Plaza Development
(Chengdu) Ltd. (6) **
China
25
25
development
Wyndham Asia Co. Ltd (11)**
Myanmar
43
43
Trading in building
materials
Wyndham Sdn. Bhd. (11)**##
Malaysia
33.37
33.37
Importer and
distributor of sawn
timber and floor board
*
Audited by KPMG Limited, Vietnam
**
Associated companies audited by auditors other than Foo Kon Tan Grant Thornton LLP
***
Exempted from audit under Section 205B of the Act
@
Deemed to be associated companies as the Group has significant influence over the financial and operating policies
of these entities
#
Wound up in 2009
##
In members’ voluntary liquidation
(1)
Subsidiary company of Cuscaden Properties Pte Ltd
(2)
Subsidiary company of Allgreen Properties (Vietnam) Pte. Ltd.
(3)
Subsidiary company of Allgreen-Vuong Thanh Company Limited
(4)
Associated company of Cuscaden Properties Pte Ltd
(5)
Associated companies of Jeston Investments Pte Ltd
Annual Report 2009
103
Notes to the
31
(6)
Associated companies of Allgreen Properties (Chengdu) Pte. Ltd.
(7)
Associated company of Allgreen Properties (Shenyang) Pte. Ltd.
(8)
Associated companies of Allgreen Properties (Qinhuangdao) Pte. Ltd.
(9)
Associated company of Allgreen Properties (Shanghai) Pte. Ltd.
(10)
Associated company of Allgreen Properties (Tianjin) Pte. Ltd.
(11)
Associated companies of Wyndham Construction (Pte) Ltd
All companies operate in their respective country of incorporation.
32
STATEMENT OF OPERATIONS BY SEGMENTS
Segment information is provided as follows:
By business
Development of properties for sale
Long-term holding of properties for capital appreciation, rental and related income
Hotel
Owner and operator of a hotel
Others
Project and property management, estate agent, general construction and interior
works, supply of building and construction materials
Segment accounting policies are the same as the policies included in “Summary of significant accounting policies”. The
Group generally accounts for inter-segment sales and transfers as if the sales or transfers were to third parties at current
market prices.
Unallocated items comprise mainly corporate borrowings, head office expenses, and income tax assets and liabilities.
104
Annual Report 2009
Notes to the
32
STATEMENT OF OPERATIONS BY SEGMENTS CONT’D
Development
properties
2009
2008
$’000
$’000
Investment
properties
2009
2008
$’000
$’000
Hotel
2009
2008
$’000
$’000
REVENUE
Total revenue
Inter-segment sales
External sales
468,494
468,494
185,869
185,869
110,520
(782)
109,738
111,008
(803)
110,205
41,910
41,910
PROFIT
Segment results
163,827
40,684
89,598
79,413
9,710
Unallocated corporate
expenses
Operating profit
Interest income
Interest expense
Share of results of
associated companies
Profit before fair value
(loss)/gain of
investment
properties
Fair value (loss)/gain of
investment properties
Taxation
Profit after taxation but
before minority
interests
Minority interests
Profit attributable to
shareholders
232
(3,354)
1,228
(5,099)
112
(12,298)
67
(10,161)
(305)
(159)
(1,556)
(798)
-
-
(6,091)
8,349
(14,117)
(9,866)
(13,394)
(12,733)
(23,838)
(8,271)
(8,693)
(9,811)
3
(360)
-
-
Others
2009
2008
$’000
$’000
The Group
2009
2008
$’000
$’000
56,902 14,767 10,545
- (14,133) (9,785)
56,902
634
760
635,691
(14,915)
620,776
364,324
(10,588)
353,736
14,620
260,790
133,083
(10,114)
122,969
1,306
(15,812)
(850)
(2,345) (1,634)
10
(552)
-
1
-
(12,372)
248,418
347
(16,012)
-
234
107
(1,627)
231,126
107,613
8,349
115,962
(25,635)
-
-
-
(805)
(2,691)
2,265
(345)
(6,091)
225,035
(26,051)
(3,608)
(4,786)
(48)
198,984
(36,243)
90,327
(22,916)
162,741
67,411
(104)
OTHER INFORMATION
Segment assets
Consolidated total assets
Segment liabilities
Unallocated corporate
liabilities
Consolidated total
liabilities
Capital expenditure
Depreciation
Non-cash expenses other
than depreciation
1,483,232 1,597,284 1,682,991 1,697,621 309,079 313,586
200,879 149,192 302,704 282,134
1,684,111 1,746,476 1,985,695 1,979,755 309,079 313,586
1,854
1,488
3,342
1,962
1,514
3,476
3,477,156 3,610,453
505,071
432,840
3,982,227 4,043,293
1,027,199 1,093,768
520,993
770,096
497,456
312,371
6,028
8,026
2,722
3,275
-
-
-
-
-
-
-
-
301,655
431,400
1,328,854 1,525,168
2
10
53
4
9,862
3,562
8,558
2,436
147
5,829
1,107
8,273
77
174
63
199
10,088
9,575
9,781
10,912
-
24,650
7,771
243
3
-
-
-
7,774
24,893
Annual Report 2009
105
Notes to the
33
FINANCIAL RISK MANAGEMENT
The Group is exposed to credit risk, foreign currency risk, liquidity risk and other market risks arising in the normal course of
business. The management continually monitors the Group’s risk management process to ensure the appropriate balance
between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group’s activities.
33.1
Credit risk
Credit risk is the risk of a financial loss that may arise on outstanding financial instruments should a counter-party default on
its obligation.
For trade and other receivables, the Group’s policy is to deal with creditworthy counterparties and/or obtaining sufficient
rental deposits or bankers’ guarantees, where appropriate, to mitigate credit risk. In addition, these receivables are monitored
closely on an ongoing basis. The Group is not exposed to any significant concentration of credit risk.
Cash and fixed deposits are placed with financial institutions which are regulated and reputable.
The maximum exposure to credit risk is represented by the carrying amount of each class of financial assets in the statement
of financial position, except as follows:
The Company
2009
2008
$’000
$’000
Corporate guarantees provided to financial institutions
on subsidiary and associated companies’ utilised credit facilities
(i)
566,727
812,021
Financial assets that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are substantially counterparties with good payment records
with the Group.
(ii)
Financial assets that are past due but not impaired
The ageing analysis of trade receivables past due but not impaired is as follows:
The Group
Trade receivables past due:
One month or less
More than one but less than two months
More than two but less than three months
More than three months
2009
$’000
2008
$’000
7,152
116
95
639
5,071
271
32
185
Trade receivables which are more than three months past due relate mainly to receivables from construction activities
which usually take a longer period before repayment are made.
The Company
There are no trade receivables past due.
106
Annual Report 2009
Notes to the
33
FINANCIAL RISK MANAGEMENT CONT’D
33.1
Credit risk (cont’d)
(iii)
Financial assets that are past due and impaired
The carrying amount of trade receivables individually determined to be impaired and the movement in the related
allowance for impairment are as follows:
The Group
2009
$’000
2008
$’000
Gross amount
Provision for impairment
346
(346)
-
141
(141)
-
141
324
(119)
346
247
131
(237)
141
Movement in provision for impairment:
At beginning of the year
Current year provision (Note 24)
Provision written back (Note 24)
At end of the year
33.2
Foreign currency risk
Currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which
they are measured.
The Group is exposed to foreign currency risk on cash and cash equivalents and receivables denominated in currencies other
than Singapore dollars.
The Group is also exposed to currency translation risk arising from its net investments in foreign operations in the PRC and
Vietnam. The Group’s net investments in the PRC and Vietnam is not hedged as currency positions in RMB and USD are
considered long term in nature.
The carrying amounts of foreign currency denominated monetary assets at end of the reporting period are as follows:
Denominated in:
$ equivalent
US$
$’000
2009
HK$
$’000
Total
$’000
US$
$’000
2008
HK$
$’000
Total
$’000
215
17,740
17,955
53
53
215
17,793
18,008
4,482
18,185
22,667
37,232
37,232
4,482
55,417
59,899
The Group
Other receivables
Annual Report 2009
107
Notes to the
33
33.2
Foreign currency risk (cont’d)
For illustrative purposes, the following table demonstrates the sensitivity to a reasonable possible change in the US$ and HK$,
RMB and VND (against $), with all other variables held constant, of the Group’s profit before tax and equity:
The Group
2009
Profit before
taxation
Equity
$’000
$’000
2008
Profit before
taxation
$’000
Equity
$’000
US$
- strengthened by 5% (2008 - 5%)
- weakened by 5% (2008 - 5%)
898
(898)
898
(898)
1,133
(1,133)
1,133
(1,133)
HK$
- weakened by 5% (2008 - 5%)
3
(3)
3
(3)
1,862
(1,862)
1,862
(1,862)
RMB
- weakened by 5% (2008 - 5%)
-
23,416
(23,416)
-
21,176
(21,176)
VND
- weakened by 5% (2008 - 5%)
-
709
(709)
-
209
(209)
The Company has minimal exposure to foreign currency risks as there are no assets, liabilities or transactions in foreign currency
except for petty cash balances.
33.3
Interest rate risk
Interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates.
The Group’s policy is to minimize interest rate risk exposures while obtaining sufficient funds for business expansion and
working capital needs. To achieve this, the Group regularly assesses and monitors its cash with reference to its business plans
and day-to-day operations.
The Group’s exposure to interest rate risk arises primarily from its interest-bearing deposits and borrowings from
financial institutions.
The Group manages its interest cost by using a mix of fixed and variable rate borrowings, and medium term notes.
108
Annual Report 2009
Notes to the
33
33.3
Interest rate risk (cont’d)
In respect of interest-bearing financial assets and financial liabilities, the following table indicates their effective interest rates
at end of the reporting period and the periods in which they reprice or mature, whichever is earlier:
The Group
2009
Note
Effective
interest rate
%
Total
$’000
Less than
1 year
$’000
Financial assets
Fixed deposits
12
0.13
118,605
118,605
-
Loans from minority
companies
15
1.77
102,505
102,505
-
16 & 22
4.32
310,000
30,000
280,000
16
22
1.48
0.9
433,978
100,000
433,978
100,000
-
16 & 22
2.89
90,000
40,000
50,000
22
1.79
105,115
1,141,598
105,115
811,598
330,000
Secured borrowings
- Fixed Rate Notes
- Bank loans
- Non-current
- Current
Unsecured borrowings
- Fixed Rate and
Hybrid Rate Notes
- Bank loans
- Current
1 to 5
years
$’000
Annual Report 2009
109
Notes to the
33
33.3
The Group (cont’d)
2008
Note
Effective
interest rate
%
Total
$’000
Less than
1 year
$’000
Financial assets
Fixed deposits
12
0.5
113,638
113,638
-
Loans from minority
companies
15
2.56
94,680
94,680
-
16
3.88
100,000
-
100,000
16
22
2.37
2.22
505,610
314,800
505,610
314,800
-
16 & 22
2.68
240,000
200,000
40,000
22
2.68
95,815
1,350,905
95,815
1,210,905
140,000
Secured borrowings
- Fixed Rate Notes
- Bank loans
- Non-current
- Current
- Fixed Rate and
Hybrid Rate Notes
- Bank loans
- Current
1 to 5
years
$’000
110
Annual Report 2009
Notes to the
33
33.3
The Company
2009
Financial assets
Fixed deposits
Advances from subsidiary
companies
- Fixed Rate Notes
- Bank loans
- Current
Note
Effective
interest rate
%
Total
$’000
Less than
1 year
$’000
6
12
1 to 5
years
$’000
1.88
0.10
287,504
5
287,509
287,504
5
287,509
-
21
2.99
288,207
288,207
-
16 & 22
1.79
90,000
40,000
50,000
22
1.79
105,115
483,322
105,115
433,322
50,000
Note
Effective
interest rate
%
Total
$’000
Less than
1 year
$’000
1 to 5
years
$’000
6
12
3.22
0.33
276,446
1,205
277,651
276,446
1,205
277,651
-
21
3.125
47,103
47,103
-
16 & 22
2.68
240,000
200,000
40,000
22
2.68
95,815
382,918
95,815
342,918
40,000
2008
Financial assets
Fixed deposits
Advances from subsidiary
companies
- Fixed Rate and
Hybrid Rate Notes
- Bank loans
- Current
Annual Report 2009
111
Notes to the
33
33.3
For illustrative purpose, the sensitivity analysis performed below is based on the exposure to interest rates for financial
instruments at end of the reporting period and the stipulated change taking place at the beginning of the financial year with
all other variables held constant throughout the financial year ended 31 December 2009.
The Group
Interest rate
- decreased by 0.5% per annum
- increased by 0.5% per annum
The Company
Interest rate
- decreased by 0.5% per annum
- increased by 0.5% per annum
2009
Profit before
taxation
Equity
$’000
$’000
1,508
(1,246)
1,508
(1,246)
2009
Profit before
taxation
Equity
$’000
$’000
370
(368)
370
(368)
2008
Profit before
taxation
$’000
Equity
$’000
1,944
(1,925)
1,944
(1,925)
2008
Profit before
taxation
$’000
Equity
$’000
304
(314)
304
(314)
112
Annual Report 2009
Notes to the
33
33.4
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.
The Group monitors its liquidity needs by closely monitoring scheduled debt servicing payments for financial liabilities and
its cash outflows due to day-to-day operations, as well as ensuring the availability of funding through an adequate amount
of credit facilities, both committed and uncommitted.
The Group also monitors its gearing closely. Details of its gearing are set out in Note 34.
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the end of the reporting
period based on contractual undiscounted payments:
2009
2008
The Group
Less than
1 year
$’000
1 to 5
years
$’000
Less than
1 year
$’000
1 to 5
years
$’000
Trade and other payables
Advances, loans and borrowings
53,652
280,344
333,996
866,483
866,483
51,566
617,848
669,414
740,290
740,290
The Company
Less than
1 year
$’000
1 to 5
years
$’000
Less than
1 year
$’000
1 to 5
years
$’000
Trade and other payables
Advances, loans and borrowings
7,773
481,143
488,916
50,000
50,000
4,799
432,152
436,951
40,000
40,000
2009
2008
Annual Report 2009
113
Notes to the
33
33.5
Project development risk
Construction delays can result in a loss of revenue. The failure to complete construction of a project according to its planned
specifications or schedule may result in liabilities, reduce project efficiency and lower returns. The Group manages this risk by
closely monitoring the progress of all projects through all the stages of construction.
34
CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to
maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may adjust the amount of dividend payment, issue new shares, obtain new borrowings or sell assets to
reduce borrowings.
The Group monitors capital using a gearing ratio, which is net debt divided by total equity. The Group’s current strategy is to
maintain the gearing ratio below 1.2 times.
The Group
2009
$’000
2008
$’000
Borrowings
Less: Cash and cash equivalents
1,044,322
151,939
892,383
1,263,458
125,880
1,137,578
Total equity
2,653,373
2,518,125
Gearing
0.34 times
0.45 times
The Group and the Company have complied with the financial ratios imposed by the banks.
35
FINANCIAL INSTRUMENTS
Fair values
Other than as disclosed elsewhere in the financial statements, the carrying amounts of the financial assets and financial liabilities
as reflected in the statements of financial position approximate their fair values.
36
NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE
Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the
Group’s accounting periods beginning on or after 1 January 2010 or later periods and which the Group has not early adopted.
The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the
Group is set out below:
(a)
Amendments to FRS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items (effective for annual
periods beginning on or after 1 July 2009)
This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible
for designation should be applied in particular situations. The Group will apply this amendment from 1 January 2010,
but it is not expected to have a material impact on the financial statements.
114
Annual Report 2009
Notes to the
36
NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE CONT’D
(b)
INT FRS 117 Distributions of Non-Cash Assets to Owners (effective for annual periods beginning on or after 1 July 2009)
INT FRS 117 clarifies how the Group should measure distributions of assets, other than cash, to its owners. INT FRS 117
specifies that such a distribution should only be recognised when appropriately authorised, and that the dividend
should be measured at the fair value of the assets to be distributed. The difference between the fair value and the
carrying amount of the assets distributed should be recognised in profit or loss. INT FRS 117 applies to pro rata
distributions of non-cash assets except for distributions to a party or parties under common control.
The Group will apply INT FRS 117 from 1 January 2010, but it is not expected to have a material impact on the
financial statements.
(c)
INT FRS 118 Transfer of Assets to Customers (effective for annual periods beginning on or after 1 July 2009)
INT FRS 118 prescribes the accounting requirements for arrangements where the Group receives an item of
property, plant and equipment from a customer which must be used to provide an ongoing service to the
customer. It also applies to cash received from a customer that must be used to acquire or construct such property,
plant and equipment.
The Group will apply INT FRS 118 from 1 January 2010, but it is not expected to have a material impact on the
financial statements.
(d)
FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after
1 July 2009).
FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there
is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also
specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and
a gain or loss is recognised in profit or loss. The Group will apply FRS 27 (revised) prospectively to transactions with
minority interests from 1 January 2010.
(e)
FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)
FRS 103 (revised) continues to apply the acquisition method to business combinations, with some significant changes.
For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with
contingent payments classified as debt subsequently re-measured through the income statement. There is a choice
on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at
the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be
expensed. The Group will apply FRS 103 (revised) prospectively to all business combinations from 1 January 2010.
Annual Report 2009
115
Statistics Of
Shareholdings
as at 10 March 2010
DISTRIBUTION OF SHAREHOLDINGS
Size of Shareholdings
1 - 999
1,000 - 10,000
10,001 - 1,000,000
1,000,001 and above
Total :
No. of
Shareholders
%
No. of Shares
%
309
14,015
3,806
45
1.70
77.11
20.94
0.25
127,456
62,684,442
157,919,918
1,369,649,259
0.01
3.94
9.93
86.12
18,175
100.00
1,590,381,075
100.00
No. of Shares
%
TWENTY LARGEST SHAREHOLDERS
No.
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Kuok (S'pore) Ltd
Jaytech Limited
Citibank Nominees S'pore Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
DBS Nominees Pte Ltd
Kerry Holdings Limited
DBSN Services Pte Ltd
Noblespirit Corporation
United Overseas Bank Nominees Pte Ltd
UOB Kay Hian Pte Ltd
Raffles Nominees Pte Ltd
Comfort Assets Limited
DBS Vickers Securities (S) Pte Ltd
Morgan Stanley Asia (S'pore) Securities Pte Ltd
OCBC Nominees Singapore Pte Ltd
Balkane Investment Pte Ltd
Hoe Seng Co Pte Ltd
OCBC Securities Private Ltd
DB Nominees (S) Pte Ltd
Kim Eng Securities Pte. Ltd.
Total :
542,310,066
232,356,662
133,569,238
89,676,119
81,807,329
64,526,517
44,067,035
31,000,000
27,534,707
15,072,995
12,558,903
11,367,993
7,531,448
6,824,061
4,147,500
3,948,000
3,613,500
3,482,645
3,414,726
3,227,000
34.10
14.61
8.40
5.64
5.14
4.06
2.77
1.95
1.73
0.95
0.79
0.71
0.47
0.43
0.26
0.25
0.23
0.22
0.21
0.20
1,322,036,444
83.12
116
Annual Report 2009
Substantial
Shareholdings
as at 10 March 2010
Name
1
2
3
4
Jaytech Limited
Kerry Group Limited *
Kerry Holdings Limited **
Kuok (Singapore) Limited
Shareholdings
registered in the
name of substantial
shareholders
Shareholdings in
which the substantial
shareholders are
deemed to have an
interest
Total shareholdings
%
232,356,662
64,526,517
542,310,066
343,697,172
248,170,655
-
232,356,662
343,697,172
312,697,172
542,310,066
14.61
21.61
19.66
34.10
*
Kerry Group Limited is deemed to have interests in:
11,367,993 shares held by Comfort Assets Limited
232,356,662 shares held by Jaytech Limited
64,526,517 shares held by Kerry Holdings Limited
1,396,000 shares held by Natalon Company Limited
750,000 shares held by Dalex Investments Limited
31,000,000 shares held by Noblespirit Corporation
2,300,000 shares held by Kerry Asset Management Limited
(1,800,000 shares through Raffles Nominees Pte Ltd and 500,000 shares through UOB Kay Hian (HK) Ltd)
**
Kerry Holdings Limited is deemed to have interests in:
232,356,662 shares held by Jaytech Limited
11,367,993 shares held by Comfort Assets Limited
1,396,000 shares held by Natalon Company Limited
750,000 shares held by Dalex Investments Limited
2,300,000 shares held by Kerry Asset Management Limited
(1,800,000 shares through Raffles Nominees Pte Ltd and 500,000 shares through UOB Kay Hian (HK) Ltd)
PUBLIC SHAREHOLDING AS AT 10 MARCH 2010
Based on the registers of shareholders and to the best knowledge of the Company, the percentage of shareholding held in the hands
of the public is approximately 43.58%. The Company is therefore in compliance with Rule 723 of the SGX-ST Listing Manual.
DIRECTORS’ SHAREHOLDINGS AS AT 21 JANUARY 2010
Name of Director
1
2
3
4
5
6
7
8
Mr Goh Soo Siah
Mr Andrew Choo Hoo
Mr Khor Thong Meng
Mr Ang Keng Lam
Mdm Kuok Oon Kwong
Mr Keith Tay Ah Kee
Mr Wan Fook Kong
No. of ordinary shares fully paid
Direct Interest
Deemed Interest
Total interest
Held by Directors
No. of Shares
No. of Shares
2,952,307
870,000
2,000,901
2,550,000
300,000
372,000
300,000
1,473,601
309,441
237,000
-
4,425,908
870,000
2,000,901
309,441
2,787,000
300,000
372,000
300,000
Annual Report 2009
117
Notice Of Annual
General Meeting
NOTICE IS HEREBY GIVEN that the 24th Annual General Meeting of Allgreen Properties Limited will be held at The Gallery, Level 2, Traders
Hotel, 1A Cuscaden Road, Singapore 249716 on 28 April 2010 at 10:30 am to transact the following ordinary and special business:
AS ORDINARY BUSINESS
1.
To receive and adopt the Audited Accounts of the Company for the year ended 31 December 2009
and the Reports of Directors and Auditors thereon.
(Resolution No. 1)
2.
To declare a Final Tax Exempt (One-Tier) Dividend of 4 cents per share for the year ended
31 December 2009.
(Resolution No. 2)
3.
To approve the payment of S$490,400 as Directors’ Fees for the year ended 31 December 2009
(2008 : S$404,000)
(Resolution No. 3)
4.
To elect the following Directors retiring pursuant to Article 94 of the Articles of Association of the
Company and who, being eligible, will offer themselves for re-election:
(i)
(ii)
(iii)
Mr Khor Thong Meng
Mr Ang Keng Lam
Mr Wan Fook Kong
(Resolution No. 4)
(Resolution No. 5)
(Resolution No. 6)
5.
To re-appoint Mr Jimmy Seet Keong Huat to hold office until the next Annual General Meeting
pursuant to Section 153(6) of the Companies Act (Chapter 50).
(Resolution No. 7)
6.
To re-appoint Messrs Foo Kon Tan Grant Thornton as the Company’s Auditors and to authorise the
Directors to fix their remuneration.
(Resolution No. 8)
AS SPECIAL BUSINESS
7.
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions :“RESOLVED THAT pursuant to Section 161 of the Companies Act (Cap. 50) and the Listing Manual of
the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors
of the Company to allot and issue shares of the Company (“shares”), whether by way of rights, bonus
or otherwise, 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 provided that:
(i)
the aggregate number of shares to be issued pursuant to this Resolution does not exceed
50 per cent of the number of issued shares of the Company, of which the aggregate number
of shares to be issued other than on a pro rata basis to shareholders of the Company does
not exceed 20 per cent of the number of issued shares of the Company (to be calculated in
such manner as may be prescribed by the Singapore Exchange Securities Trading Limited
from time to time); and
(ii)
(unless revoked or varied by the Company in general meeting) the authority conferred by this
Resolution shall continue in force until the conclusion of the next Annual General Meeting
of the Company or the date by which the next Annual General Meeting of the Company is
required by law to be held, whichever is the earlier.”
(Resolution No. 9)
118
Annual Report 2009
Notice Of Annual
General Meeting
8.
“RESOLVED THAT pursuant to Section 161 of the Companies Act (Cap. 50), the Directors of the
Company be authorised to allot and issue shares in the Company to the holders of options granted
by the Company under the Allgreen Share Option Scheme (the “Scheme”) upon the exercise of such
options and in accordance with the rules of the Scheme provided always that the aggregate number
of shares to be allotted and issued pursuant to the Scheme shall not exceed 15% of the total number
of issued shares of the Company for the time being.”
9.
To transact any other business that may be transacted at an Annual General Meeting.
(Resolution No. 10)
BY ORDER OF THE BOARD
MS ISOO TAN
COMPANY SECRETARY
SINGAPORE, 5 April 2010
NOTES:
1.
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 stead. A proxy need not be a member of the Company. Where a member appoints two proxies, he shall specify on each instrument
of proxy the number of shares in respect of which the appointment is made, failing which the appointment shall be deemed to be in the
alternative.
2.
A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.
3.
The instrument appointing a proxy must be deposited at the registered office of the Company at 1 Kim Seng Promenade #05-02, Great World
City, Singapore 237994 not less than 48 hours before the time appointed for the Meeting.
EXPLANATORY NOTES:
1.
The proposed Resolution 7 above, if passed, will authorise Mr Jimmy Seet Keong Huat, who is over the age of 70, to continue in office as a
Director of the Company until the next Annual General Meeting of the Company.
2.
Ordinary Resolution No. 9 is to empower the Directors of the Company to issue shares in the Company up to a number not exceeding 50% of
the number of issued shares of the Company, with a sub-limit of 20% for shares issued other than on a pro rata basis to shareholders. Subject
to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited for the purpose of determining
the aggregate number of shares that may be issued, the percentage of issued shares is based on the number of the Company’s issued shares
at the date of the passing of the Resolution approving the mandate after adjusting for any new shares arising from the conversion or exercise
of convertible securities, new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of
the passing of the Resolution approving the mandate, and any subsequent consolidation or subdivision of shares.
3.
Ordinary Resolution No. 10 is to empower the Directors of the Company to issue shares of the Company to option holders upon the exercise
of options granted under the Allgreen Share Option Scheme provided that the aggregate number of shares to be issued does not exceed
15% of the total number of issued shares of the Company for the time being.
1.
For investors who have used their CPF moneys to buy Allgreen Shares, this
report is forwarded to them at the request of their CPF Approved Nominees
and is sent solely FOR INFORMATION ONLY.
2.
This Proxy Form is not valid for use by CPF Investors and shall be ineffective
for all intents and purposes if used or purported to be used by them.
Proxy Form
I/We
of
being a *member/members of Allgreen Properties Limited (“the Company”) hereby appoint
Name
Address
NRIC/Passport No.
Proportion of
Shareholdings (%)
and/or (delete as appropriate)
or failing *him/her, the Chairman of the 24th Annual General Meeting (“AGM”) of the Company, as *my/our *proxy/proxies to attend
and vote for *me/us on *my/our behalf at the AGM to be held on 28 April 2010 at 10.30 am and at any adjournment thereof. *I/We
direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. If no specific
direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/their discretion, as *he/they will on any other
matter arising at the AGM.
No.
Resolutions
For
1.
To receive and adopt the Audited Accounts for the year ended 31 December 2009 and the Reports
of the Directors and Auditors thereon.
2.
To declare a Final Tax Exempt (One-Tier) Dividend of 4 cents per share for the year ended
31 December 2009.
3.
To approve payment of Directors’ Fees for the year ended 31 December 2009.
Against
To re-elect the following Directors pursuant to Article 94 of the Articles of Association of
the Company:
4.
5.
6.
(i)
(ii)
(iii)
Mr Khor Thong Meng
Mr Ang Keng Lam
Mr Wan Fook Kong
7.
To re-appoint Mr Jimmy Seet Keong Huat to continue to hold office until the next Annual General
Meeting pursuant to Section 153(6) of the Companies Act (Chapter 50).
8.
To re-appoint Messrs Foo Kon Tan Grant Thornton as Auditors and to authorise the Directors to fix
their remuneration.
9.
To authorise the Directors to issue new shares pursuant to Section 161 of the Companies Act
(Cap. 50) and the Listing Manual of SGX-ST.
10.
To authorise the Directors to issue shares to option holders upon the exercise of options granted
under the Allgreen Share Option Scheme.
Dated this
day of
Signature(s) of Member(s)/Common Seal
* Delete accordingly
IMPORTANT: PLEASE READ NOTES ON THE REVERSE
2010
NO. OF SHARES HELD
1st fold here
Please Affix
Postage Stamp
Here
THE COMPANY SECRETARY
1 KIM SENG PROMENADE #05-02
GREAT WORLD CITY
SINGAPORE 237994
2nd fold here
3rd fold here
NOTES:
1.
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies
Act, Chapter 50), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If
you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number
of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing
a proxy or proxies shall be deemed to relate to all the shares held by you.
2.
A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need
not be a member of the Company.
3.
Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to
be represented by each proxy.
4.
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Kim Seng Promenade #05-02, Great World City, Singapore 237994
not later than 48 hours before the time appointed for AGM.
5.
The instrument appointing a proxy or proxies must be signed by the appointor or his attorney, duly authorised in writing. Where the instrument appointing a proxy or proxies
is executed by a body corporate, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where an instrument appointing a proxy
or proxies is signed on behalf of the appointor by an attorney, the letter of power of attorney or a duly certified copy thereof must be lodged with the instrument, failing
which the instrument may be treated as invalid.
6.
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM in
accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50.
7.
The Company shall be entitled to reject the instrument of proxy or proxies 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 the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository
Register, the Company may reject any instrument of proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the
Depository Register as at 48 hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.
ALLGREEN PR OPERTIES LIMITED
1 K i m S e ng Pr om e n a de # 0 5 - 0 2 G r e at W or l d C it y S ing ap or e 2 3 7 9 9 4
( Com pa n y R e g i s t r at ion No . : 1 9 8 6 0 1 0 0 9 N )

Poised For Growth

Transcription

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