winning partnerships - Wing Tai Holdings Limited

Transcription

wing tai holdings limited
WINNING
PARTNERSHIPS
SUMMARY report 08
wing tai
holdings
limited
SUMMARY
report 2008
On the cover:
The strikingly bold lines of VisionCrest Residence
01
chairman’s message
03
corporate data
08
architectural cohesion
14
inviting havens
16
top-drawer tie-ups
18
masterful collaboration
20
corporate governance
25
summary financial reports
board of directors / 04
key management / 07
Designs that wow residents and invite more
than a second look.
Luxurious branded hospitality beckons
across key cities in Southeast Asia.
The addition of top lifestyle brands garners
a bigger slice of the retail and lifestyle pie.
Successful joint ventures and partnerships
enliven the calendar with verve and colour.
When only the highest standards of corporate
performance and accountability will suffice.
All the figures and statistics that chart
a year of strong financial performance.
Chairman’s
Message
The Singapore economy grew by 7.7% in 2007 and expanded by 4.5% in the
first half of 2008, despite slowdowns in major external economies
and global concerns with inflation.
O
verview The Singapore economy grew by 7.7% in 2007 and expanded
by 4.5% in the first half of 2008, despite slowdowns in major external economies and
global concerns with inflation. However, the Singapore residential property market
slowed down in the second half of 2007, due to the US sub-prime concern and a volatile
stock market. The Group recorded revenue of S$428.2 million for the financial year
ended 30 June 2008. Revenue on development properties for the current year was mainly
recognised from units sold in The Riverine by the Park in Singapore, The Meritz and
Sering Ukay in Malaysia, and The Lakeside in China. While the Group’s operating profit
decreased from S$421.9 million to S$204.8 million in the current year, due primarily to
lower sales from the development properties division, its share of results of associated
and joint venture companies increased by S$12.9 million to S$123.0 million in the current
year. The increase was due to the higher contributions from VisionCrest and Casa Merah
in Singapore, as well as USI Holdings in Hong Kong. The Group’s net profit attributable
to shareholders decreased from S$381.8 million to S$229.3 million in the current year,
as a result of the lower operating profit as well as lower fair value gains on investment
properties. Excluding the fair value gains, the underlying profit of the Group will be
S$157.8 million for the current year, as compared to S$181.8 million in the previous year.
The Group’s net gearing ratio was reduced to 0.40 times as at 30 June 2008 from 0.43
times as at 30 June 2007, resulting from cash generated from the sales of residential
property units and the increase in the Group’s net asset value in the current year. The
Board of Directors have recommended a first and final one-tier dividend of 3 cents per
share and a special one-tier dividend of 3 cents per share for the current year.
Business Performance The Group’s residential developments released in Singapore
so far were fully sold, other than Helios Residences and VisionCrest Residence which
were over 50% and 93% sold respectively. We shall be releasing new developments
viz. L’VIV on Newton Road, the Alexandra Road site and Belle Vue Residences
on Oxley Rise designed by renowned Japanese architect Toyo Ito. Other high-end
developments in the pipeline include Le Nouvel Ardmore and the proposed
development at Anderson Road by Pritzker Prize laureate Jean Nouvel. The Group’s
residential development portfolio in Singapore is approximately 1.3 million square
feet in combined gross floor area. Projects in Malaysia also progressed well.
chairman’s message / Wing Tai summary report 2008
0
“We look forward to continual collaboration
and leverage on the strength of our
alliances and winning partnerships.”
The Meritz was fully sold and handed over to owners in early 2008. Sering Ukay was
well-received, with Phase 1 84% sold and Phase 2, 89% sold. The Group plans to release
new developments in the prime areas of Kuala Lumpur viz. at Menara DNP also by
Jean Nouvel, Bukit Ceylon and U-Thant. The Group’s residential development portfolio
in Malaysia is approximately 10 million square feet in combined gross floor area in
Kuala Lumpur and Penang. The Group continued with steady progress in China with
its developments in Suzhou, and together with its consortium of international joint
venture partners, continued to pursue business opportunities in other fast growing
cities. A Shanghai office was opened in early 2008. In Hong Kong, USI Holdings initiated
several joint venture projects, which included a strategic consortium to develop Tai Po
Town Nos. 186 to 188 to be designed by London-based Foster + Partners, as well as the
redevelopment of a premier site at Seymour Road, Mid Levels. The Group’s portfolio of
investment properties continued to achieve high occupancies and steady performance
from high rental rates committed, in buoyant office and hospitality markets. Lanson
Place Central Park Residences in Beijing soft-opened to coincide with the Beijing
Olympics, adding to our network of hospitality services. In lifestyle retail, there was an
addition of premium brands, viz. Zone and Cova in Singapore; and Canali in Malaysia.
Looking Ahead The global economic environment is likely to remain challenging for
the rest of the year and into 2009. However, given the Singapore government’s continuing
efforts in restructuring the economy and transforming Singapore into a global city, we
remain confident of the sound underlying fundamentals of the property market here
and of the long-term prospects of markets in the region.
Appreciation I would like to thank members of the Board for their counsel in the
Group. I would also like to thank the management and staff for their contribution
and commitment. This year, we celebrate Wing Tai’s 45th Anniversary. We overcame
challenges and grew our business progressively. Today, we benefit from the strong
support of our shareholders, bankers, business partners and customers, whom I must
thank. We look forward to continual collaboration and leverage on the strength of our
alliances and winning partnerships.
Cheng Wai KeUng
Chairman
30 September 2008
Wing Tai summary report 2008 / corporate data
COrporate DAta
Wing Tai Holdings Limited is Singapore’s leading property
developer and lifestyle company reputed for quality and design.
BOARD OF DIRECTORS
EXECUTIVE DIRECTORS
Cheng Wai Keung
Cheng Wai Keung
Chairman
Managing Director
Edmund Cheng Wai Wing
Deputy Chairman
Deputy Managing Director
Boey Tak Hap
Cheng Man Tak
Tan Sri Dato’ Mohamed
Noordin bin Hassan
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
Paul Tong Hon To
Lee Kim Wah
AUDIT COMMITTEE
Finance Director
EXECUTIVE OFFICERS
Tan Hwee Bin
Chief Operating Officer
Karine Lim
General Manager
Group Human Resource
Paul Tong Hon To
SUBSIDIARY COMPANIES
DNP Holdings Berhad
Chairman
Dato’ Roger Chan Wan Chung
Boey Tak Hap
Lee Han Yang
Phua Bah Lee
Executive Director
REMUNERATION COMMITTEE
Wing Tai Land
Chng Chee Beow
Executive Director
Lee Han Yang
Wing Tai Retail
Chairman
Helen Khoo
Boey Tak Hap
Noordin bin Hassan
Loh Soo Eng
Executive Director
Wing Tai Property Management
Len Siew Lian
General Manager (Marketing)
NOMINATING COMMITTEE
REGISTERED OFFICE
Loh Soo Eng
3 Killiney Road
#10-01 Winsland House I
Singapore 239519
Tel: 6280 9111
Fax: 6732 9956
Website: www.wingtaiasia.com.sg
Chairman
Cheng Wai Keung
Noordin bin Hassan
Phua Bah Lee
COMPANY SECRETARIES
Gabrielle Tan
Ooi Siew Poh
REGISTRAR & TRANSFER OFFICE
Tricor Barbinder Share
Registration Services
(A division of Tricor Singapore
Pte. Ltd.)
8 Cross Street
#11-00 PWC Building
Singapore 048424
0
AUDITORS
PricewaterhouseCoopers
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
Quek Bin Hwee
Audit Partner
(Year of appointment: 2006)
PRINCIPAL BANKERS
DBS Bank Limited
6 Shenton Way
DBS Building
Singapore 068809
The Hongkong and Shanghai Banking
Corporation Limited
21 Collyer Quay
HSBC Building
Singapore 049320
Malayan Banking Berhad
2 Battery Road
Maybank Tower
Singapore 049907
Overseas-Chinese Banking
Corporation Limited
65 Chulia Street
OCBC Centre
Singapore 049513
The Bank of Tokyo-Mitsubishi
UFJ, Ltd
9 Raffles Place
#01-01 Republic Plaza
Singapore 048619
United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624
board of directors / Wing Tai summary report 2008
0
BOARD OF
DIRECTORS
Cheng Wai Keung has been appointed Chairman of the Board of Wing Tai Holdings
Limited (the “Company”) since 1994. He is also Managing Director of the Company and
a member of the Nominating Committee. Mr Cheng is Chairman of Neptune Orient
Lines Limited, Vice Chairman of Singapore-Suzhou Township Development Pte Limited
and Managing Director of DNP Holdings Berhad. He holds directorships in public and
private companies, including GP Batteries International Limited and has served on
the boards of several government organisations. He was awarded the Distinguished
Service Order (DUBC) by the Singapore Government in August 2007, and received the
Public Service Star (Bar) (BBM-Lintang) in 1997 and Public Service Star (BBM) in 1987.
He is appointed Justice of The Peace by the Singapore President since 2000, and has
served on the Panel for Disciplinary Committees of Inquiry appointed by the Public
Service Commission of the Prime Minister Office since 2001. Mr Cheng graduated with
Masters of Business Administration from the University of Chicago, after obtaining
his Bachelor of Science degree from Indiana University. Mr Cheng was last re-elected
Director on 26 October 2006.
Edmund Cheng Wai Wing is Deputy Chairman and Deputy Managing Director of the
Company since joining the Company in 1984. He is responsible for property development,
investment and management activities of the Group. Mr Cheng is Chairman of the
Singapore Airport Terminal Services Limited and Mapletree Investments Pte Ltd. He
sits on the boards of SNP Corporation Ltd and DNP Holdings Berhad. He is a member
of the Nanyang Technological University’s Board of Trustees. He also chairs Singapore’s
National Arts Council and DesignSingapore International Advisory Panel. He is a
member of the International Council for Asia Society. Over the years, Mr Cheng has
been appointed to lead several agencies, as Chairman of the Singapore Tourism Board,
DesignSingapore Council, The Old Parliament House Limited, and The Esplanade Co
Ltd where he is now a member. He sat on the board of the Singapore Airlines Limited,
Urban Redevelopment Authority and Construction Industry Development Board. He
was President of REDAS (Real Estate Developers’ Association of Singapore) and now
serves as a member on its Presidential Council. He was awarded the Public Service
Star Award (BBM) in 1999 by the Singapore Government. He was also recognised by
Tourism Awards Singapore as Outstanding Contributor to Tourism in 2002. Mr Cheng
graduated from Northwestern University and Carnegie Mellon University in USA, with
a Bachelor’s degree in Civil Engineering and Master’s in Architecture. Mr Cheng was
last re-elected Director on 13 October 2005.
Wing Tai summary report 2008 / board of directors
0
Boey Tak Hap has been a non-executive director since 2 May 1997. He is a member of
both the Audit Committee and Remuneration Committee. Mr Boey was formerly the Chief
of Army, Singapore Armed Forces and the President and CEO of Singapore Power Group.
He was also the President and CEO of SMRT Corporation as well as Chief Executive of
the Public Utilities Board. Mr Boey graduated from the University of Manchester Institute
of Science and Technology with a Bachelor of Science degree in Automatic Control and
System Engineering with Management Sciences. In January 2002, he was conferred the
Honorary Doctorate of Doctor of Engineering by his alma mater. He also holds a Diploma
in Business Administration from the National University of Singapore and has attended
the Harvard Business School’s Advanced Management Programme in Boston, USA.
Mr Boey was last re-elected as Director on 26 October 2006.
Cheng Man Tak has been a non-executive director since 11 May 1981. He serves as
a director of the Federation of Hong Kong Garment Manufacturers and is a member of
the Occupational Safety and Health Council of Hong Kong and an authority member of
Clothing Industry Training Authority. He is also a member of the Advisory Committee
of Poly University (Institute of Textile and Clothing Industries) in Hong Kong. Mr Cheng
graduated from the University of Southern California with a Bachelor of Science degree
and holds a Masters in Business Administration from Pepperdine University, USA.
Mr Cheng was last re-elected as Director on 13 October 2005.
Tan Sri Dato’ Mohamed Noordin bin Hassan has been a non-executive director
since 27 September 2002 and is currently a member of both the Nominating Committee
and Remuneration Committee. Tan Sri Dato’ Mohamed Noordin has more than 40 years
of working experience with the government of Malaysia and the private sector serving
in various government departments at District, State and Federal levels including as
Deputy Secretary General, Ministry of Trade and Industry, Secretary General, Ministry
of Science, Technology and Environment and Secretary General, Ministry of Education.
He retired from the Malaysian Civil Service in September 1994 and was subsequently
offered a job with the Malaysian government owned company, Petronas Berhad. He
served Petronas Berhad until 31 August 2000, first as Vice-President in charge of Group
Human Resource, subsequently as Vice President of Education. Tan Sri Dato’ Mohamed
Noordin is currently the Chairman of DNP Holdings Berhad in Malaysia. He also sits on
the Board of several subsidiaries of DNP Holdings Berhad as well as other companies
in Malaysia. Tan Sri Dato’ Mohamed Noordin graduated from the University of Malaya
with a Bachelor of Arts (Honours) degree in Economics. He also holds a Masters degree
in Public and International Affairs from the University of Pittsburgh, USA. Tan Sri Dato’
Mohamed Noordin was last re-elected as Director on 13 October 2005.
Lee Han Yang has served as a non-executive director since 3 January 1989 and
is currently Chairman of the Remuneration Committee and a member of the Audit
Committee. He is a Barrister-at-Law of Lincoln’s Inn, London. He is an Advocate and
Solicitor of the Supreme Court of Singapore and is a Consultant at Messrs Belinda
Ang Tang & Partners. He is also a director of several public and private companies in
Singapore. Mr Lee is an active member of the Law Society of Singapore and has served
on several committees of the Law Society. At present, he serves on the board of the
board of directors / Wing Tai summary report 2008
0
National Council of Social Service and the Society for the Physically Disabled. In August
2006, he was awarded the Public Service Star (BBM) by the President of Singapore.
Mr Lee was last re-appointed as Director on 30 October 2007.
Lee Kim Wah has served as an executive director since 2 May 1977. He is responsible
for the finance, human resource and administrative functions of the Group. Educated
in Accountancy in Australia, Mr Lee was a Manager in a public accounting firm, prior to
joining the Company. He has been with the Group for more than 30 years. Mr Lee was
conferred the Public Service Medal (PBM) in 2000 and is currently the Treasurer of the
Singapore National Employers’ Federation. Mr Lee was last re-elected as Director on
30 October 2007.
Loh Soo Eng was an executive director for the property division of the Wing Tai Group
since 1991. He retired as an executive director on 1 June 2004 and is currently serving as
a non-executive director. He is currently Chairman of the Nominating Committee and a
member of the Remuneration Committee. Mr Loh is a director of USI Holdings Limited.
His past experiences are in power station, oil company, shipbuilding and shiprepairing
industries as well as banking. Prior to joining the Company, Mr Loh was with the DBS
Group for 17 years, holding the posts of Executive Director of Raffles City Pte Ltd, and
General Manager of DBS Land. He has also served on a few Government committees,
including SAFTI Military College and Temasek Polytechnic. He was a Chairman of
SLF Properties Pte Ltd and SLF Management Services Pte Ltd and was President of
Real Estate Developers’ Association of Singapore (REDAS) from 2001 to 2003. Mr Loh
graduated with a Bachelor of Engineering (Mechanical) from the University of Adelaide,
Australia. Mr Loh was last re-elected as Director on 30 October 2007.
Phua Bah Lee has served as a non-executive director since 11 January 1989 and
is currently a member of both the Audit Committee and Nominating Committee.
Mr Phua currently holds directorships in a number of public and private companies.
He was the Parliamentary Secretary of the Ministry of Communications (1968 to 1971),
Senior Parliamentary Secretary of the Ministry of Defence (1972 to 1988) and a member
of Parliament for the Tampines Constituency (1968 to 1988). Mr Phua graduated from
Nanyang University in Singapore with a Bachelor of Commerce degree. Mr Phua was
last re-appointed as Director on 30 October 2007.
Paul Tong Hon To has been a non-executive director since 16 August 2007. He is
currently Chairman of the Audit Committee. MrTong is currently Executive Vice President
and General Counsel of Johnson Electric Holdings Limited, where he was appointed as
Chief Financial Officer in 1995. He has many years of senior management experience in
manufacturing and trading businesses with global operations. Mr Tong obtained his BSc
(Economics) and postgraduate Certificate of Management Studies from the University
of London and the University of Oxford in England respectively. He was admitted as a
Barrister of the Middle Temple in England, the Supreme Court of Hong Kong and the
High Court of Australia. He is also a CPA of The Hong Kong Institute of Certified Public
Accountants and an Associate Member of The Institute of Chartered Secretaries and
Administrators. Mr Tong was last re-elected as Director on 30 October 2007.
Wing Tai summary report 2008 / key management
KEY MANAGEMENT
Tan Hwee Bin is Chief Operating Officer of Wing Tai Holdings Limited. Prior to joining the Group in
November 2000, she was Asia Pacific Regional Finance & IT Director, and Global Finance Director in
a multinational corporation, and has worked in Hong Kong and China. Ms Tan is a Certified Public
Accountant and graduated with a Bachelor of Accountancy degree from the National University of
Singapore. She has attended management courses in Oxford University and INSEAD at Fontainebleau;
in 2005, she completed the Advanced Management Program at Harvard Business School in Boston.
Ms Tan is Director of NTUC Fairprice Co-operative Ltd. She is also a member of Central Singapore
Community Development Council and the Finance and Establishment Committee of Chinese
Development Assistance Council.
Chng Chee Beow is Executive Director of Wing Tai Land and has been with the Group since October
1987. He is a registered Architect by profession. Mr Chng is currently the Honorary Treasurer of
REDAS Management Committee and Chairman of SRP-Real Estate Management and Maintenance
Industry (SRP-REMMI)-Industry Lead Body. He is a member of BCA Construction Excellence Awards
Assessment Committee, Green Mark Advisory Committee, Professional Engineer Board Investigation
Panel and URA Design Advisory Committee. He is also an active member of several government
and private bodies. He graduated with a Bachelor of Architecture degree and has a post-graduate
Diploma in Building Science from the National University of Singapore.
Karine Lim is General Manager, Group Human Resource and has been with the Group since
March 2004. Prior to joining the Group, she has more than 18 years of human resource management
experience in the retail, property and public transport industries. She graduated with a Bachelor
of Arts (Honours) degree from the National University of Singapore and has acquired a Diploma in
Human Resource Management from the Singapore Human Resource Institute.
Helen Khoo is Executive Director of Wing Tai Retail and oversees the Group’s retail and food
businesses. Prior to joining the Group in 1995, she was based in Hong Kong as senior executive with
a transnational corporation holding a diversified portfolio. With over 20 years of experience in the
retail and fast food business, Mrs Khoo drives the Group’s growth and expansion in its portfolio
of retail brands. Having led the retail arm of the Company to winning various industry awards,
Mrs Khoo was herself awarded by the International Management Action Award (IMAA) recognising
excellence in People Management. She is an active council member of the Singapore Retailers
Association and Orchard Road Business Association. She graduated with a Bachelor of Arts degree
from the University of Hong Kong.
Dato’ Roger Chan Wan Chung joined DNP Holdings Berhad as General Manager in June 1971 and
he is one of the pioneer staff of DNP Group. With over 30 years’ experience in the garment business,
he assists the Managing Director in overseeing the day-to-day operation of the DNP Group. He was
appointed to the DNP Board on 18 August 1998 and currently sits on the Board of several subsidiaries
of DNP Group and other private limited companies.
Len Siew Lian is General Manager (Marketing) of Wing Tai Property Management. She oversees
marketing and project launches of the Group’s development properties for sale. She joined the Group
in September 1989 where she was mainly involved in the commercial leasing of both office and retail,
having spent her early career with an international property consultancy firm. She graduated with
a Bachelor of Science (Estate Management) degree from the National University of Singapore and
completed the Advanced Management Program at Harvard Business School in Boston.
0
property / Wing Tai summary report 2008
0
architectural
COHESION
Designs that wow residents and invite more than a
second look.
S
ingapore Helios Residences at Cairnhill Circle
continued to generate buyer interest, with over 20 units sold in
the year. To date, over 50% of this 140-unit freehold condominium
development has been sold through exclusive preview. VisionCrest
Residence at Oxley Rise was 93% sold, with 49 units sold in the
current year. Temporary Occupation Permits were obtained for
The Grange and VisionCrest Commercial in March 2008, both fully
sold. The Group’s investment in commercial properties fared well,
as Singapore’s office market remained active; Winsland House I
and II achieved benchmark rental rates during the year. The Group
has plans to release more unique developments, such as Le Nouvel
Ardmore designed by French architect and Pritzker Prize laureate
Jean Nouvel; Belle Vue Residences on Oxley Rise by renowned
Japanese architect Toyo Ito; L’VIV at Newton Road, and a premium
site on Alexandra Road which was acquired with two other partners
in March 2008.
The GRANGE reflects
the superlative taste of a
different class of customers.
The MERITZ
One of the Group’s latest
high-end developments
opposite KLCC.
Decidedly swanky.
Fully sold.
Wing Tai summary report 2008 / property
11
“During the year in review, the Group sold
411 units, achieving total sales values of
approximately S$816 million.”
Malaysia The Group’s property business activities in Malaysia were conducted
through DNP Holdings Berhad, its subsidiary company listed on Bursa Malaysia
Securities Berhad. The Meritz, a high-end development located opposite Kuala Lumpur
City Centre (KLCC) was fully sold and handed over to owners in March 2008, ahead of
contracted schedule. Phase 1 of Sering Ukay, a landed terrace development, was also
completed and handed over to owners. This was 84% sold (148 units sold out of 176 units
released). Phase 2 comprises 195 units, would be completed by end 2008, with 89%
sold (133 units sold out of 149 units released). The Group currently has three on-going
projects in prime areas of Kuala Lumpur, expected to come on-stream in 2009. A highend twin-tower condominium development on the Menara DNP site was designed by
acclaimed French architect Jean Nouvel. Planning approval was obtained, with piling
and substructure works in progress. Verticas Residences on Bukit Ceylon, designed by
Australian architect Guida Moseley Brown, consists of three blocks of 43-storey and
one block of 4-storey high-end condominium. Piling works were completed and main
building work is in progress. The development is scheduled for completion in 2011. Plans
for the U-Thant site were submitted to the authorities, with approval expected to be
received by the end of 2008. In Penang, Phase 3 of Taman Seri Impian, consisting 45
acres of 2-storey terrace houses, was 100% completed and 87% sold. Phase 1 of BM
Utama, a 56-acre mixed housing development, was 65% completed and 56% sold when
launched in December 2007. Four other smaller semi-detached and bungalow units
projects viz. Sentinelle Watch, Sentinelle Gardens, Gems Garden and Jentayu Indah are
presently being sold.
Hong Kong The Group’s property interests in Hong Kong were represented by
investments in USI Holdings Limited, listed on the Stock Exchange of Hong Kong. In the
year, USI Holdings undertook acquisition and joint ventures initiatives in Hong Kong and
China. Following the strategic consortia with three developers to co-develop Tai Po Town
Lot Nos. 187 and 188 in April 2007, the Group further acquired Tai Po Town Lot No. 186 in
property / Wing Tai summary report 2008
12
“USI Holdings Limited undertook
acquisition and joint ventures initiatives
in Hong Kong and China.”
October 2007. These three sites will be designed by renowned London-based architect
Foster + Partners, and developed into low-density high-end residential developments by
2010. USI Holdings has a 15% interest in the project, which has an aggregated attributable
floor area of 300,000 square feet. A joint venture with leading US financial services firm
Wachovia Securities was established in November 2007 with plans to redevelop a 20,000
square feet premier residential site at Seymour Road, Mid-Levels. USI Holdings has a
30% interest in the project, which has approximately 165,000 square feet for development.
The high-end residential development at 157 Argyle Street would provide approximately
100,000 square feet of floor space upon its scheduled completion in 2009. The second
and final phase of The Giverny, a high-end villa development in Hebe Haven, Sai Kung,
was successfully relaunched in July 2007. Of the 43 villas available, 37 units were sold.
W Square, an upscale retail and office development in Wanchai was launched in January
2008. Landmark East, the twin-tower Grade A office development in Kwun Tong, designed
by award-winning architect firm Arquitectonica topped out in March 2008, withTemporary
Occupation Permit expected to be obtained by the end of 2008.
China The Group remains confident on the long-term outlook of China’s property market
and shall continue to extend its presence in key cities like Beijing, Tianjin, Shanghai and
Suzhou. Property investment in Suzhou was conducted through subsidiary company
Jiaxin (Suzhou) Property Development Co., Ltd. At The Lakeview, Phase 1 comprises
two blocks of high-end apartments viz. Shang Hu Ge (101 units, 99% sold) and Ming Hu
Ge (12 units, 17% sold). Construction work for Phase 3, comprising two high-end blocks
of apartments with 190 units, recommenced in May 2008, expected to be completed
by mid 2010. At The Lakeside, Phase 1 which consists of 64 apartments, 20 villas and
five townhouses, were fully sold save one apartment. In early 2008, the Group set up its
China headquarter in Shanghai to pursue development opportunities in Shanghai and
other fast growing cities, focusing on mid to high-end residential markets, commercial
buildings and mixed development projects.
L’VIV
Lighting up the Newton
landscape with towering
lifestyle suites and
charming views of the city.
hospitality / Wing Tai summary report 2008
14
INVITING
HAVENS
Luxurious branded hospitality beckons across
key cities in Southeast Asia.
T
he Group continued to expand its Lanson Place chain of branded hospitality
services strategically located in the key cities of Southeast Asia, China and Hong
Kong. Lanson Place Winsland in Singapore, together with Lanson Place Ambassador
Row and Lanson Place Kondominium No. 8 in Kuala Lumpur, kept their steady business
performance during the year. Lanson Place Hong Kong maintained its position as
a leading boutique hotel, with over 90% occupancy. It was voted Top 5 City Centre Hotel
for 2007 by Small Luxury Hotels of the World. With its successful soft opening in June
2008, the Lanson Place Central Park Residences in Beijing welcomed visitors to the
Chinese capital for the 2008 Beijing Olympics. In Shanghai, Jinlin Tiandi Residences
remained highly popular, achieving over 95% occupancy.
LANSON PLACE
CENTRAL PARK
Visitors from the four corners
of the world resided here
during the Beijing Olympics.
Top-drawer
TIE-UPS
The addition of top lifestyle brands garners a
bigger slice of the retail and lifestyle pie.
I
n Singapore, the Group has a portfolio of 17 brands with over 130 stores island-wide,
including 15 new stores that opened in the year. The Group expanded its branded
lifestyle interest with the addition of prominent labels. In Singapore, Zone Denmark
opened its first concept store in Asia at the Raffles City Shopping Centre. In April
2008, the Group entered into a joint venture with Japan’s Fast Retailing to introduce
Uniqlo to Singapore. The highly popular Japanese label is expected to be launched
by 2009. Additionally, with the introduction of a premier Italian brand, Cova, in June
2008, the Group moved into the premium F&B segment. The Cova café at Paragon
is the first franchise café in Singapore and Southeast Asia. Many industry awards
were won. Wing Tai Clothing topped the SME 1000 companies ranking for Return
Wing Tai summary report 2008 / retail+lifestyle
17
facing page
G2000
The G2 Black Label
is cut out for men and
ladies with a modern
take on life.
KAREN MILLEN
With unique cloth
from the fabric mills,
no wonder every number
feels so special.
on Equity (ROE) Excellence for retail, setting benchmark. G2000 Apparel won two
prestigious awards viz. the People Excellence Award by Spring Singapore in October
2007, and Singapore Service Class by the Singapore Quality Award Governing Council
in November 2007. Wing Tai’s Topshop Style Advisor won the Tourism Host Award for
Retail organised by the Singapore Tourism Board in March 2008. In November 2007, the
Shop Manager of Dorothy Perkins won the Excellent Service Award Superstar Award
for the retail category, organised by the Singapore Retail Association and Spring
Singapore, as well as being recognised the Customer Service Professional of the Year
by the Asia Pacific Customer Service Consortium in May 2008, beating candidates
from Asia Pacific regions. Yoshinoya was again voted Top 3 restaurants in Singapore,
to receive The People’s Choice – Vote for your favourite healthier dish award in October
2007. In Malaysia, the Group manages a dozen brands in over 50 stores, including Canali,
Italy’s premier luxury suiting for men which was introduced in May 2008.
calendar of events / Wing Tai summary report 2008
Arabesque, 1924, lithograph, 62.2 x 46.0 cm, © Succession H. Matisse
18
H E N R I M AT I S S E
The Master: Works from 1917 – 1952
9 May - 16 August 2008
MASTERFUL
collaboration
Successful joint ventures and partnerships
enliven the calendar with verve and colour.
As a good corporate citizen, the Group actively invests in solutions for economic and social benefits
of communities in which it operates. In May 2008, the Group presented the first-ever solo Henri
Matisse exhibition in Singapore, through its collaboration with the estate of Henri Matisse and
Singapore Tyler Print Institute (STPI). The Group has also contributed towards the Kidney Dialysis
Foundation, education, community development, societal aid and disaster relief programmes, like
pledges for the Sichuan earthquake relief. The Group is attentive to the impact of its activities on
the environment and aim to incorporate principles of sustainability, manifested in environmentfriendly features and conservation efforts across its portfolio of contemporary developments.
Wing Tai summary report 2008 / calendar of events
19
09/2007
Zone, a leading Danish
homeware brand has
opened its first store at
Raffles City Shopping
Centre, the first in
Singapore and Asia
08/2007
Announcement of full
year results for year
ended 30 June 2007
10/2007
43rd Annual General
Meeting held at Raffles
Hotel Singapore
Casa Merah was
awarded Green
Mark Gold Award
by the Building and
Construction Authority
Received Friend of
the Arts Award from
the Singapore National
Arts Council
01/2008
Wing Tai Clothing came
out tops for Return on
Equity Excellence Award
(for retail industry)
in Singapore 1000
ranked and published
by DP Information
Groundbreaking for
Belle Vue Residences
Yoshinoya celebrated
10th Anniversary in
Singapore
11/2007
10/2007
11/2007
09/2007
03/2008
Together with Morgan
Stanley and Greatearth
Developments,
leasehold site at
Alexandra Road
was purchased at
approximately
S$288 million
04/2008
04/2008
Signing of agreement
to establish joint venture
with Fast Retailing
to launch Uniqlo in
Singapore in 2009, the
first in Singapore and
Southeast Asia
03/2008
03/2008
Temporary Occupation
Permits were obtained
by The Grange and
VisionCrest Commercial
in Singapore
Temporary Certificate of
Fitness for Occupation
was obtained by The
Meritz in Kuala Lumpur,
Malaysia
Joint venture between
DNP and USI to acquire
115 condominium units,
together with 115 car
parking bays of Verticas
Residences at Bukit
Ceylon, Kuala Lumpur
in Malaysia
05/2008
05/2008
Wing Tai presented a
rare collection of 56
works from the Estate
of Henri Matisse in
the first-ever solo
exhibition of the French
master in Singapore, in
partnership with STPI
Canali, an
internationallyrenowned Italian luxury
menswear brand was
launched at The Pavilion
Kuala Lumpur, the
first in Malaysia and
Southeast Asia
06/2008
05/2008
Three developments
viz. The Riverine by the
Park, Helios Residences
and L’VIV were awarded
Green Mark Gold Awards
Cova PasticceriaConfetteria, a premium
Italian café was
launched at Paragon
Shopping Centre, the
first in Singapore and
Southeast Asia
06/2008
Soft opening of
Lanson Place Central
Park Residences in
Beijing, China
corporate governance / Wing Tai summary report 2008
20
Corporate GovernaNce
The Company is committed to upholding high standards of corporate
governance to enhance corporate performance and accountability.
The Company has adopted the principles, structures and processes
of corporate governance as set out in this report.
The Board’s Conduct of its Affairs The Board provides strategic guidance and
entrepreneurial leadership for the Company and ensures that the Company has the necessary financial
and human resources to meet its objectives. Its principal functions include approving strategic business
plans and major acquisitions or disposal of assets, reviewing Management performance, reviewing
the Group’s corporate policies and financial performance, approving quarterly and annual financial
results of the Group, and establishing a framework of prudent and effective controls to assess and
manage risk. The Board continues to set the Company’s values and standards to ensure obligations
to shareholders and other stakeholders are properly understood and met. The Board conducts regular
meetings on a quarterly basis and as necessary when circumstances arise. A total of four Board
meetings were held in the current financial year. Details of attendance of the directors at the Board
and Board Committee meetings are as follows:
BOARD MATTERS
Director’s Attendance at Board and Board Committee Meetings for FY2008
Board
Audit
Committee
Remuneration
Committee
Nominating
Committee
Meetings Held: 4
Meetings Held: 4
Meetings Held: 4
Meetings Held: 1
Meetings Attended
Meetings Attended
Meetings Attended
Meetings Attended
Name
Cheng Wai Keung
4
4
Boey Tak Hap
4
Cheng Man Tak
4
Noordin bin Hassan
4
Lee Han Yang
4
Lee Kim Wah
4
1
4
4
2* 4
Loh Soo Eng
4
Phua Bah Lee
4
4
Paul Tong Hon To
4
4*
1
4
2*
1*
2**
1
Notes:
* Appointed as a member on 23 August 2007.
** Ceased to be a member on 23 August 2007.
Matters which require the Board’s approval include those involving material acquisition and disposal
of assets, dividends and other returns to shareholders, fund raising exercises, corporate and financial
restructuring and interested person transactions of a material nature. The Board delegates certain
functions to the various Board committees in execution of its responsibilities, namely, Audit,
Nominating and Remuneration Committees. Each of these committees has its own terms of reference
and reports its activities regularly to the Board. The contribution of each director is not focused solely
on his attendance at Board and/or Committee meetings. A director’s contribution may extend beyond
the confines of formal Board meetings, through sharing of views, advice, experience, and strategic
Wing Tai summary report 2008 / corporate governance
21
networking relationships which would further the interests of the Company. The Board is responsible
for the overall strategy and direction of the Group and is regularly updated on changes to regulations
and accounting standards. Where regulatory changes have an important bearing on the Company’s
or directors’ disclosure obligations, directors are briefed during Board meetings. Newly appointed
directors are given briefings by Management on the Group’s business, directions and policies.
Board Composition and Balance The Board currently comprises a majority of non-executive and
independent directors. There are 10 Board members, three of whom are executive directors and seven
are non-executive directors (inclusive of six independent directors). The Board considers its current
size and members whose core competencies, qualifications, skills and experience are extensive
and complementary, to be appropriate. The Board will examine its size and composition whenever
circumstances require it. The independence of each director is reviewed annually by the Nominating
Committee to ensure that there is a strong and independent element on the Board and that its size
is appropriate to the scope and nature of the Group’s operations. No individual or smaller group of
individuals dominates the Board’s decision-making process.
Chairman and Managing Director There is no separation of roles between the Chairman and the
Managing Director (“MD”) in the Company as there is adequate accountability and transparency as
reflected by the internal controls established within the Group. The Board is also well balanced with a
strong and independent group of non-executive directors to maintain its independence. As Chairman,
Mr Cheng Wai Keung assists the Board in developing policies and strategies as well as providing
leadership to the Board and ensuring that Board meetings are held when necessary and that Board
members are provided with complete, adequate and timely information. As MD, he supervises the
management of the business and affairs of the Group, reviews major acquisitions or disposals,
investments, strategic plans and funding requirements and ensures that the Board’s decisions and
strategies are properly and effectively carried out. The sustained growth of the Company under Mr
Cheng’s leadership shows his ability to discharge the responsibilities of both roles effectively.
Board Membership The Nominating Committee (“NC”) comprises four
members, namely, Mr Loh Soo Eng – Chairman of NC, Tan Sri Dato’ Mohamed Noordin bin Hassan,
Mr Phua Bah Lee (all of whom are independent non-executive directors) and Mr Cheng Wai Keung.
The NC has adopted specific written terms of reference. The principal functions of the NC are to make
recommendations to the Board for the appointment and re-appointment of directors to the Board
and to review the independence of each director annually. The NC will review the composition of the
Board from time to time and to search and identify suitable candidates with the right qualifications,
expertise and experience. Each candidate will be evaluated based on his ability to enhance the board
through his contributions in his area of expertise and to improve the Group’s business strategies,
controls or corporate governance. All directors are required to submit themselves for re-nomination
and re-election once every three years. At least one-third of the directors retire at each Annual General
Meeting (“AGM”) subject to re-election annually. Directors above the age of 70 are also required under
the Companies Act to retire and offer themselves for re-appointment by the shareholders at every
AGM. Key information on the directors are set out on pages 4 to 6 of this Annual Report.
BOARD COMMITTEES
Board Performance The NC’s evaluation of the performance of the Board as a whole will be conducted
on an annual basis taking into account the level of participation and contribution of individual
directors towards the Board’s effectiveness and competencies, strategic insight, financial literacy,
business judgment, sense of accountability and maintenance of expertise relevant to the Group. The
aim of the evaluation is to assess if each director continues to contribute effectively and demonstrate
commitment to their respective roles.
22
Access to Information As and when the need arises and prior to each meeting, the Board is provided
with timely and adequate information to enable full deliberation of issues to be considered. To ensure
that the Board is able to fulfil its responsibilities, the Management provides the Board with periodic
management reports, forecasts/budgets, financial statements and other relevant information of the
Group. The Board has independent access to the Management team and the Company Secretary
at all times. The Board seeks independent advice as and when necessary to enable it to discharge
its responsibilities effectively. The Company Secretary attends all Board meetings and ensures that
Board procedures are followed. The Company Secretary together with the Management team also
ensure that the Company complies with all applicable statutory and regulatory rules.
REMUNERATION MATTERS The Remuneration Committee (“RC”) comprises four members, all of
whom are independent non-executive directors. The RC members are Mr Lee Han Yang – Chairman
of RC, Mr Boey Tak Hap, Tan Sri Dato’ Mohamed Noordin bin Hassan and Mr Loh Soo Eng. The
RC reviews the remuneration of directors and key executives of the Group and obtains advice
on remuneration matters as and when required from human resource advisers or consultants
within and outside the Group. No director is involved in deciding his own remuneration. The
RC makes recommendation on an appropriate framework of remuneration taking into account
employment conditions within the industry and the Company’s performance to ensure that the
package is competitive and sufficient to attract, retain and motivate key executives. The Group’s
remuneration policy comprises a fixed component (in the form of base salary) and a variable
component that is linked to the Company and individual performance. Directors who participate
in Board Committees receive higher fees for the additional responsibilities. All directors’ fees are
approved by shareholders at the Annual General Meeting of the Company before they are paid.
A breakdown (in percentage terms) of the directors’ remuneration for FY2008 are as follows:
Remuneration Bands
Bonus, Allowance
& Other Benefits (%)
Fees (%)
Salary (%)
–
32
68 #
–
32
68 #
–
44
56 ^
Boey Tak Hap
100
–
–
Cheng Man Tak
100
–
–
–
19 #
S$3,000,001 to S$3,250,000
Cheng Wai Keung
S$2,750,000 to S$3,000,000
S$750,000 to S$1,000,000
Lee Kim Wah
Below S$250,000
Noordin bin Hassan
–
81#
Lee Han Yang
100
–
–
Loh Soo Eng
100
–
–
Phua Bah Lee
100
–
–
Paul Tong Hon To
100
–
–
Notes:
# Includes fees, allowance and other benefits from DNP Holdings Berhad.
** Other benefits include the cost of the fair value of share options in accordance with FRS 102 – Share Based Payment.
Wing Tai summary report 2008 / corporate governance
23
Instead of setting out the names of the top five key executives who are not directors of the
Company, we have shown a Group-wide cross-section of executives’ remuneration (one of whom
is related to the Managing Director) by number of employees within bands of S$250,000. This gives
a macro perspective of the remuneration pattern in the Group while maintaining confidentiality of
employees’ remuneration:
Range of Remuneration
No. of Key Executives
Above S$750,001
3
S$500,001 to S$750,000
2
S$250,001 to S$500,000
6
Other than share options granted to Mr Lee Kim Wah as set out below, no options were granted to the
directors of the Company during the financial year.
Name of participant
Options granted
during the financial year Aggregate options
since commencement of
the Scheme to 30.06.2008
Number of
options granted
Exercise
price (S$)
Options
granted
Options
exercised
Aggregate
options
outstanding
as at
30.06.2008
132,000
3.136
877,200
468,000
409,200
DIRECTOR OF THE COMPANY
2001 Scheme
Lee Kim Wah
Accountability Shareholders are provided with the Company’s
performance, financial position and prospects on a quarterly basis, while periodic management
reports of the Company and its businesses are furnished to the Board.
ACCOUNTABILITY AND AUDIT
The Audit Committee (“AC”) comprises four members, all of whom are independent non-executive
directors. The AC members are Mr Paul Tong Hon To – Chairman of AC, Mr Boey Tak Hap, Mr Lee Han
Yang and Mr Phua Bah Lee. Members of the AC have sufficient financial management expertise and
experience to discharge its functions. It held four meetings in FY2008. The functions of the AC include
the review of annual audit plan, internal audit process, the adequacy of internal controls and interested
person transactions. The AC recommends to the Board the external auditors to be appointed or reappointed taking into account the independence and objectivity of such external auditors as well as
to review the scope, results and cost effectiveness of their audit procedures. The AC also reviews
the quarterly and annual financial statements before submitting to the Board for approval. The key
function of the AC is to maintain a high standard of corporate governance. The AC has full access to
and co-operation of the Management. The AC met with the internal and external auditors without the
presence of the Management once during the year. Having reviewed the value of non-audit services
by the external auditors to the Group, the AC is satisfied that the nature and extent of such services
will not prejudice the independence and objectivity of the external auditors.
Internal Controls The Group’s internal financial controls provide reasonable assurance that assets
are safeguarded, proper accounting records are maintained, reliability of financial information and
24
compliance with applicable laws and regulations. Regular management meetings are held to report
and monitor the performance of each department. The Board is satisfied that based on the information
furnished to it and on its own observations, the internal controls (including financial, operational and
compliance controls) and risk management processes are satisfactory for the nature and size of the
Group’s operations and business.
Interested Person Transaction The Company has established an internal policy in respect of any
transactions with interested persons and has set out the procedures for review and approval of the
Company’s interested person transactions. For FY2008, there were no interested person transactions.
Internal Audit The Company has adopted a set of internal controls which sets out approval limits
for expenditure, investments and divestments and cheque signatory arrangements. The internal audit
function of the Group is carried out by Messrs Kan & Co (“IA”) and its approach is consistent with
the standards as required by the Institute of Internal Auditors. The IA reports their audit findings to
the AC and Management. The functions of the IA are to provide an objective opinion and assurance to
the AC and Management as to the adequacy of the internal processes and controls, identify financial
and operational risks and to recommend policies and plans for effective compliance control. The IA
submits its plans and recommendations to the AC for approval. The AC reviews the activities of the IA
on a quarterly basis and is satisfied that there are adequate internal controls in the Company.
COMMUNICATION WITH SHAREHOLDERS Shareholders are updated on the business and affairs of
the Company through the quarterly release of the Company’s results. Material and price-sensitive
information is publicly released by the Company via SGXNET on an immediate basis where
required by the Singapore Exchange Securities Trading Limited (SGX-ST). The Company does not
practise selective disclosure. Timely and detailed disclosure of pertinent corporate information is
communicated via SGXNET and the Company’s website. All shareholders receive the summary
financial report and/or annual report of the Company and notice of the AGM. The notice (also
advertised in the press) and results are published via SGXNET. The Company also conducts media
and analysts briefing for its full-year results. Shareholders are given the opportunity to raise relevant
questions and communicate their views at the AGM. A shareholder can vote in person or appoint up
to two proxies to attend and vote at the AGM in his/her absence.
The Company has adopted and implemented an internal guideline on
share dealings in the Company’s securities in compliance with Rule 1207 (18)(c) of the Listing Manual
of the SGX-ST. All the officers of the Company are prohibited from dealing in securities of the Company
while in possession of price-sensitive information. They are also prohibited from dealing in securities
of the Company during the closed period, which is two weeks before the date of announcement of
results for each of the first three quarters of the Company’s financial year and one month before the
date of announcement of the full-year financial results.
DEALINGS IN SECURITIES
SUMMARY FINANCIAL REPORTS
26
Summary Directors’ Report
31
Independent Auditor’s Statement to the
Members of Wing Tai Holdings Limited
33
Consolidated Income Statement
34
Balance Sheets
35
Consolidated Statement of Changes in Equity
37
Notes to the Summary Financial Statements
40
Notice of Annual General Meeting
43
Shareholding Statistics
45
Proxy Form
47
Request Form
summary financial reports / Wing Tai summary report 2008
26
SUMMARY DIRECTORS’ REPORT
for the financial year ended 30 June 2008
IMPORTANT NOTE
The accompanying summary financial statements contain only a summary of the information in the directors' report and the financial
statements of the Company's full financial reports. It does not contain sufficient information to allow a full understanding of the results
and the state of affairs of the Company and of the Group.
For further information, the full financial statements, the auditor’s report on those financial statements and the directors' report should
be consulted. Shareholders may request a copy of the full financial reports at no cost. Please use the request slip at the end of these
summary financial statements.
SUMMARY DIRECTORS' REPORT
1. DIRECTORS
The directors of the Company at the date of this report are:
Cheng Wai Keung
Boey Tak Hap
Cheng Man Tak
Tan Sri Dato' Mohamed Noordin bin Hassan
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
Paul Tong Hon To
(Chairman and Managing Director)
(Deputy Chairman and Deputy Managing Director)
2. PRINCIPAL ACTIVITIES OF THE GROUP
The principal activity of the Company is that of an investment holding company.
The principal activities of the subsidiary companies in the Group consist of property development and investment, provision of
management services, trading in garments and accessories as well as restaurant operation. There have been no significant changes
in the nature of these activities during the financial year.
3. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
Except as disclosed in the "Share Options" section of this report, neither at the end of nor at any time during the financial year was
the Company a party to any arrangement, whose object was to enable the directors of the Company to acquire benefits through
the acquisition of shares in, or debentures of, the Company or any other body corporate.
Wing Tai summary report 2008 / summary financial reports
27
4. DIRECTORS' INTERESTS IN SHARES OR DEBENTURES
(a) The interests of the directors holding office at the end of the financial year in the shares and share options of the Company and
related corporations according to the register of the directors' shareholdings were as follows:
Holdings registered
in the name of director Name of directors
Holdings in which a director
is deemed to have an interest
As at 1 July 2007
As at
30 June 2008
As at
1 July 2007
As at
30 June 2008
–
–
300,000
634,000
255,000
250,000
–
–
330,000
937,600
412,800
275,000
282,365,150
282,381,150
–
–
–
–
310,601,664
310,617,664
–
–
–
–
720,000
120,000
409,200
–
–
–
–
–
40,000
40,000
–
–
500,000
500,000
500,000
500,000
–
–
–
–
Ordinary shares
Cheng Wai Keung
Lee Han Yang
Lee Kim Wah
Loh Soo Eng
Phua Bah Lee
Share options
Lee Kim Wah
Loh Soo Eng
Related corporation
DNP Holdings Berhad
Ordinary shares
Loh Soo Eng
Share options
Cheng Wai Keung
(b) By virtue of Section 7 of the Companies Act (Cap. 50), Cheng Wai Keung and Edmund Cheng Wai Wing, who by virtue of their
interest of not less than 20% in the issued capital of the Company, are also deemed to have an interest in the shares of the
various subsidiary companies held by the Company.
(c) There is no change in any of the above-mentioned interest between 30 June 2008 and 21 July 2008.
5. DIRECTORS' CONTRACTUAL BENEFITS
Since the end of the preceding financial year, no director has received or become entitled to receive a benefit by reason of a
contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company
in which he has a substantial financial interest, except as disclosed in Note 3 to these summary financial statements.
6. SHARE OPTIONS
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the "Scheme")
The Scheme was approved and adopted by the members of the Company at an Extraordinary General Meeting held on 31
August 2001.
The Share Option Scheme Committee of the Company has been designated as the committee responsible for the administration
of the Scheme. The Committee comprises the following members:
Cheng Wai Keung
Lee Kim Wah
28
6. SHARE OPTIONS (continued)
(a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the "Scheme") (continued)
Pursuant to the Scheme, the full-time executives (including executive directors) of the Company or any of its subsidiary companies
or associated companies and non-executive directors of the Company are eligible to participate in the Scheme. In addition, an
executive or a non-executive director who is a controlling shareholder or his associate as defined in the Listing Manual of the
SGX-ST shall be eligible to participate in the Scheme if (a) his participation in the Scheme and (b) the actual number of ordinary
shares and the terms of the options to be granted have been approved by shareholders of the Company in separate resolutions
for each such person.
There were no share options granted to the controlling shareholders or their associates.
During the financial year, options were granted by the Company pursuant to the Scheme in respect of 2,483,000 ordinary
shares in the Company, of which 132,000 options were granted to a director Lee Kim Wah, and 2,351,000 options were
granted to 88 executives of the Group. There were no share options granted at a discount to the market price.
None of the participants of the Scheme received 5% or more of the total number of options available under the respective
Scheme except for the following:
Options granted
during the financial year Aggregate options
since commencement of
the Scheme to 30.06.2008
Number of Exercise
Options
Options Name of participant options granted
price ($)
granted
exercised
Aggregate
options
outstanding
as at
30.06.2008
DIRECTOR OF THE COMPANY
Lee Kim Wah
At 30 June 2008, the following options to subscribe for 5,090,400 ordinary shares in the Company were outstanding:
132,000
As at
Date of grant
01.07.2007
02.11.2001
05.11.2002
28.11.2003
19.11.2004
30.09.2005
05.09.2006
06.09.2007
Total
Number
of options
granted/
adjusted*
3.136*
877,200
Number
of options
exercised
Number
of options
forfeited
Number
of options
expired
As at
30.06.2008
195,000
2,000
175,000
215,000
–
205,000
470,000
1,600
454,000
785,000
58,600
274,900
1,184,000
82,000
418,400
1,700,000
137,100
300,000
– 2,483,000
–
4,549,000 2,764,300 1,827,300
–
10,000
–
–
22,200
74,900
288,500
395,600
–
–
–
–
–
–
–
–
22,000
–
17,600
568,700
825,400
1,462,200
2,194,500
5,090,400
468,000
Exercise
price ($)
0.616*
0.653
0.677*
0.849*
1.300*
1.645*
3.136*
409,200
Expiry date
01.11.2011
04.11.2012
27.11.2013
18.11.2014
29.09.2015
04.09.2016
05.09.2017
* On 27 December 2007, the Company had adjusted the exercise price for each share option outstanding as at 24 December
2007 and granted additional share options in accordance with the rules of the Scheme.
29
6. SHARE OPTIONS (continued)
(b) The DNP Holdings Berhad ("DNP") Employees' Share Option Scheme (the "ESOS")
DNP Holdings Berhad ("DNP"), a subsidiary of the Company, implemented the ESOS approved by the shareholders of DNP at
an Extraordinary General Meeting held on 11 May 2005.
The directors (including Non-Executive directors) and employees of DNP who as at the date of offer are confirmed with at least
one year of continuous service in DNP and its subsidiary companies are eligible to participate in the scheme. The ESOS will allow
granting of options to all eligible directors and employees by giving them the rights to subscribe for new shares of RM1.00
each, subject to the terms and conditions of the by-laws of the ESOS.
The details of the ESOS have been disclosed in the Directors' Report of DNP.
At 30 June 2008, the following options to subscribe for 4,428,500 ordinary shares in DNP were outstanding:
As at
Date of grant
01.07.2007
01.12.2005
31.01.2007
Total
2,443,500
3,325,000
5,768,500
Number
of options
granted
Number
of options
exercised
Number
of options
forfeited
Number
of options
expired
As at
30.06.2008
Exercise
price (RM)
Expiry date
–
–
–
298,100
609,100
907,200
49,200
383,600
432,800
–
–
–
2,096,200
2,332,300
4,428,500
1.00
1.00
15.05.2015
15.05.2015
Except for the above, no other options were granted by the Company or any subsidiary companies during the financial year
and there were no unissued shares under options at the end of the financial year.
7. AUDIT COMMITTEE
The Audit Committee consists of four non-executive independent directors. The members of the Committee at the date of this
report are:
Paul Tong Hon To (Chairman)
Boey Tak Hap
Lee Han Yang
Phua Bah Lee
The Audit Committee reviewed the Group's accounting policies and system of internal controls on behalf of the Board of
Directors and performed the functions specified in Section 201B (5) of the Companies Act (Cap. 50). In performing its functions, the
Committee reviewed:
(a) the audit plans of the Company's internal and external auditors and their evaluation of the system of internal controls arising
from their audit examinations;
(b) the scope and results of internal audit procedures; and
(c) the quarterly results and the full year consolidated financial statements of the Group for the financial year ended 30 June 2008
before their submission to the Board of Directors for approval and the auditors' report on these financial statements.
The Audit Committee has nominated PricewaterhouseCoopers for re-appointment as auditors of the Company at the forthcoming
Annual General Meeting.
30
8. MATERIAL AND UNUSUAL ITEMS DURING AND AFTER THE FINANCIAL YEAR
The results of the operations of the Company and of the Group during the financial year have not been substantially affected by
any item, transaction or event of a material and unusual nature.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between
the end of the financial year and the date of this report which would affect substantially the results of the operations of the
Company and the Group for the financial year in which this report is made, or render any item in the full financial statements of the
Company and the Group for the current financial year misleading or affect the ability of the Company and the Group in meeting
their obligations as and when they fall due.
The summary financial statements set out on pages 33 to 39 were approved by the Board of Directors on 30 September 2008 and
were signed on its behalf by:
CHENG WAI KEUNG EDMUND CHENG WAI WING
Director Director
Singapore
30 September 2008
INDEPENDENT AUDITOR’S STATEMENT TO
THE MEMBERS OF WING TAI HOLDINGS LIMITED
31
We have examined the summary financial statements set out on pages 33 to 39, which have been prepared by the directors.
In our opinion, the summary financial statements are consistent in all material respects with the full financial statements and Directors'
Report of Wing Tai Holdings Limited for the financial year ended 30 June 2008 from which they were derived and complies with the
requirements of Section 203A of the Companies (Amendment) Act 1995, and regulations made thereunder, applicable to a summary
financial statement.
We have issued an unqualified audit report dated 30 September 2008 on the full financial statements of Wing Tai Holdings Limited
and its subsidiary companies for the financial year ended 30 June 2008, which is as follows:
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WING TAI HOLDINGS LIMITED
We have audited the accompanying financial statements of Wing Tai Holdings Limited (the "Company") and its subsidiary companies
(the "Group") set out on pages # to # which comprise the balance sheets of the Company and of the Group as at 30 June 2008, and
the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement of the Group
for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.
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 control 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
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.
32
INDEPENDENT AUDITOR’S STATEMENT TO
THE MEMBERS OF WING TAI HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WING TAI HOLDINGS LIMITED (continued)
Opinion
In our opinion,
(a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance
with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs
of the Company and of the Group as at 30 June 2008, and the results, changes in equity and cash flows of the Group for the
financial year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
PricewaterhouseCoopers
Public Accountants and
Certified Public Accountants
Singapore
30 September 2008
# The page numbers are as stated in the Independent Auditor’s Report dated 30 September 2008 included in Wing Tai Holdings
Limited’s full financial statements for the financial year ended 30 June 2008.
33
CONSOLIDATED INCOME STATEMENT
Revenue
Cost of sales
Gross profit
2008
$'000
GROUP
2007
$'000
428,173
(204,118)
224,055
981,634
(636,640)
344,994
Other gains – net
139,740
219,362
Expenses
– Distribution
– Administrative
– Other
Operating profit
(74,106)
(58,777)
(26,157)
204,755
(58,703)
(69,928)
(13,869)
421,856
Finance costs
(27,405)
(32,057)
Share of profit of associated and joint venture companies
Profit before income tax
123,004
300,354
110,107
499,906
Income tax expense
Total profit
(45,120)
255,234
(58,155)
441,751
Attributable to:
Equity holders of the Company
Minority interests
229,355
25,879
255,234
381,835
59,916
441,751
30.11
30.05
52.08
51.99
Earnings per share attributable to equity holders of the Company (cents)
Basic
Diluted
34
BALANCE SHEETS
as at 30 June 2008
GROUP
COMPANY
2008
$'000
2007
$'000
2008
$'000
2007
$'000
Cash and cash equivalents 445,106
Derivative financial instruments
5,046
Trade and other receivables 28,132
Inventories 22,501
Development properties1,042,807
Tax recoverable
6,385
Other current assets 36,472
1,586,449
410,790
735
100,673
24,985
987,359
7,534
29,322
1,561,398
151,347
2,244
413,663
–
–
4,811
1,327
573,392
129,138
–
383,324
–
–
6,177
1,231
519,870
Available-for-sale financial assets
7,170
Trade and other receivables 238,623
Investments in associated companies 451,461
Investments in joint venture companies 175,663
Investments in subsidiary companies
–
Investment properties 554,041
Property, plant and equipment 219,227
1,646,185
33,183
248,528
431,586
111,126
–
574,219
173,145
1,571,787
3,189
520,200
–
–
238,740
84,650
14,812
861,591
3,793
586,567
–
–
241,300
82,000
10,935
924,595
Total assets3,232,634
3,133,185
1,434,983
1,444,465
140,849
26,134
10,063
190,497
367,543
180,106
3,357
–
–
183,463
175,510
2,357
10,019
–
187,886
Borrowings1,077,310
Deferred income tax liabilities 79,217
Other non-current liabilities 131,458
1,287,985
864,355
52,425
184,680
1,101,460
275,000
2,418
55,944
333,362
275,000
158
55,037
330,195
Total liabilities1,481,099
1,469,003 516,825
518,081
NET ASSETS1,751,535 1,664,182
918,158
926,384
688,316
87,484
713,549
1,489,349
174,833
1,664,182
837,585
5,161
75,412
918,158
–
918,158
688,316
(1,622)
239,690
926,384
–
926,384
ASSETS
Current assets
Non-current assets
LIABILITIES
Current liabilities
Trade and other payables 136,039
Current income tax liabilities 25,051
Derivative financial instruments 14,925
Borrowings 17,099
193,114
Non-current liabilities
EQUITY
Capital and reserves attributable
to equity holders of the Company
Share capital 837,585
Other reserves
5,880
Retained earnings 762,059
1,605,524
Minority interests 146,011
TOTAL EQUITY1,751,535 Wing Tai summary report 2008 / summary financial reports
35
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share capital
$'000
Other
reserves
$'000
Retained
earnings
Total
$'000
$'000
Minority
interests
$'000
Total
equity
$'000
2008
Beginning of financial year
688,316
87,484
713,549
1,489,349
174,833
1,664,182
Cash flow hedges
Currency translation differences
Revaluation gains on property, plant and equipment
Share of capital reserves of associated companies
Share of post-acquisition reserves of interests
previously held as strategic investments
by an associated company
Transfer from retained earnings to statutory reserve
Realisation of reserve upon sale of
available-for-sale financial assets
Realisation of reserve upon sale of property,
plant and equipment
Net gains/(losses) recognised directly in equity
Net profit
–
–
–
–
1,328
(53,254)
3,623
(16,110)
–
–
–
–
1,328
(53,254)
3,623
(16,110)
–
(7,649)
29
(1,360)
1,328
(60,903)
3,652
(17,470)
–
–
–
137
14,025
(137)
14,025
–
1,591
–
15,616
–
–
(11,556)
–
(11,556)
(10,573)
(22,129)
–
–
–
(359)
(76,191)
–
359
14,247
229,355
–
(61,944)
229,355
–
(17,962)
25,879
–
(79,906)
255,234
Total recognised gains/(losses)
–
(76,191)
243,602
167,411
7,917
175,328
Cost of share-based payment
Issue of shares on exercise of rights
Issue of shares on exercise of share options
Issue of shares by a subsidiary company
to minority shareholders
Purchase of treasury shares
Ordinary and special cash dividends paid
Special rights dividends paid
Dividends paid by subsidiary companies
to minority shareholders Acquisition of additional interest in a
subsidiary company
Liquidation of a subsidiary company
End of financial year
–
147,297
1,972
1,759
–
–
–
–
–
1,759
147,297 1,972 57
–
–
1,816
147,297
1,972
–
–
(7,172)
–
–
(47,295)
– (147,797)
–
(7,172)
(47,295)
(147,797)
417
–
–
–
417
(7,172)
(47,295)
(147,797)
(29,888)
(29,888)
–
–
–
–
–
–
–
–
–
–
837,585
–
–
5,880
–
–
762,059
–
–
1,605,524
(6,604)
(6,604)
(721)
(721)
146,011 1,751,535
36
consolidated statement of changes in equity
Attributable to equity holders of the Company
Share
capital
$'000
Other
reserves
$'000
Retained
earnings
Total
$'000
$'000
2007
Beginning of financial year,
as previously reported
Effect of adopting FRS 40
As restated
687,193
–
687,193
Fair value gains on available-for-sale financial assets
Cash flow hedges
Currency translation differences
Revaluation gains on property, plant and equipment
Share of capital reserves of associated companies
Net gains recognised directly in equity
Net profit
–
–
–
–
–
–
–
11,556
(12,225)
(10,884)
1,475
18,941
8,863
–
–
–
–
–
–
–
381,835
11,556
(12,225)
(10,884)
1,475
18,941
8,863
381,835
11,463
–
3,171
41
841
15,516
59,916
23,019
(12,225)
(7,713)
1,516
19,782
24,379
441,751
Total recognised gains
–
8,863
381,835
390,698
75,432
466,130
Cost of share-based payment
Issue of shares on exercise of share options
Issue of shares by a subsidiary company
to minority shareholders
Ordinary dividends paid
Liquidation of a subsidiary company
Acquisition of a subsidiary company
Acquisition of additional interest in
subsidiary companies
End of financial year
–
1,123
1,238
–
–
–
1,238
1,123
143
–
1,381
1,123
–
–
–
–
–
–
–
–
–
(34,499)
–
–
–
(34,499)
–
–
2,402
–
(6,486)
8,391
2,402
(34,499)
(6,486)
8,391
–
688,316
–
87,484
–
713,549
–
1,489,349
204,874
257,814
(127,491) 108,399
77,383 366,213
1,149,881
(19,092)
1,130,789
Minority
interests
$'000
Total
equity
$'000
111,996 1,261,877
(213)
(19,305)
111,783 1,242,572
(16,832)
(16,832)
174,833 1,664,182
37
NOTES TO THE SUMMARY FINANCIAL STATEMENTS
1. GENERAL
Wing Tai Holdings Limited (the "Company") is incorporated in Singapore and the financial statements are expressed in
Singapore Dollars.
On 1 July 2007, the Group adopted the new or amended FRS and Interpretations to FRS ("INT FRS") that are mandatory for
application from that date. Changes to the Group's accounting policies have been made as required, in accordance with the
relevant transitional provisions in the respective FRS and INT FRS.
The following are the new or amended FRS and INT FRS that are relevant to the Group:
FRS 107
Amendments to FRS 1
INT FRS 110
INT FRS 111
Financial Instruments: Disclosures
Presentation of Financial Statements – Capital Disclosures
Interim Financial Reporting and Impairment
Group and Treasury Share Transactions
The adoption of the above FRS or INT FRS did not result in any substantial changes to the Group's accounting policies nor any
significant impact on these financial statements. FRS 107 and the amended FRS 1 introduce new disclosures relating to financial
instruments and capital respectively.
2. DIVIDENDS
Dividends paid in respect of the preceding financial year
First and final dividend of 3 cents (2007: 3 cents)
per share less tax of 18% (2007: 20%)
Special cash dividend of 5 cents (2007: 3 cents) per share
less tax of 18% (2007: 20%)
Special rights dividend of 25 cents (2007: Nil) per share
less tax of 18%
GROUP AND COMPANY
2008
$'000
2007
$'000
17,736
17,250
29,559
17,249
147,797
195,092
–
34,499
The directors have recommended a first and final exempt (one-tier) cash dividend in respect of the financial year ended 30 June
2008 of 3 cents per share and a special exempt (one-tier) cash dividend of 3 cents per share. These financial statements do not
reflect these proposed dividends, which will be accounted for in the shareholders' equity as an appropriation of retained earnings
in the financial year ending 30 June 2009.
On 6 November 2007, the Company announced a renounceable non-underwritten rights issue of up to 72,179,600 new ordinary
shares in the capital of the Company at an issue price of $2.05 for each rights share, on the basis of one rights share for every ten
existing ordinary shares of the Company and the availability of an option to elect to use the net special rights dividend to subscribe
for the rights shares.
The proposed first and final dividend, special cash dividend and special rights dividend in respect of the financial year ended 30 June
2007 has been accounted for in the shareholders' equity as an appropriation of retained earnings in the current financial year.
38
3. RELATED PARTY TRANSACTIONS
In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions
took place between the Group and related parties during the financial year at terms agreed between the parties:
(a) Rendering of services
GROUP
2008
$'000
2007
$'000
40
403
28
809
1,962
1,455
240
3,285
Management fees paid to associated company
580
571
Reimbursement of administrative costs and service fees to associated companies
100
48
2,184
686
15
75
30
177
2,170
1,636
Commission income received from:
– associated companies
– joint venture companies
Management and service fees received from:
Reimbursement of administrative costs and service fees from associated companies
Financial, secretarial and administrative fees received from:
Rental income from an associated company
39
3. RELATED PARTY TRANSACTIONS (continued)
(b) Key management personnel compensation
Key management personnel compensation is as follows:
Salaries and other short term employee benefits
Share option expense
GROUP
2008
$'000
2007
$'000
8,591
453
9,044
10,314
329
10,643
Included in the above is compensation to directors of the Company which amounted to $4.9 million (2007: $6.3 million).
40
NOTICE OF ANNUAL GENERAL MEETING
WING TAI HOLDINGS LIMITED
(Company Registration No. 196300239D)
(Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the 44th Annual General Meeting of the Company will be held at The Ballroom, Level 3, Raffles Hotel,
1 Beach Road, Singapore 189673 on Thursday, 30 October 2008 at 10.30 a.m. to transact the following business:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for the financial year ended 30 June 2008 and the Reports of the Directors and Auditors thereon.
Resolution 1
2. To declare a first and final tax-exempt (1-tier) dividend of 3 cents per share and a special tax-exempt (1-tier)
dividend of 3 cents per share for the financial year ended 30 June 2008.
Resolution 2
3. To approve Directors’ fees of $387,000/- for the financial year ended 30 June 2008 (2007: $321,258/-).
Resolution 3
4. To re-elect the following Directors who are retiring in accordance with the Company’s Articles of Association:
Resolution 4
Resolution 5
Resolution 6
(i) Mr Edmund Cheng Wai Wing (Retiring under Article 107)
(ii) Mr Cheng Man Tak (Retiring under Article 107)
(iii)Tan Sri Dato’ Mohamed Noordin bin Hassan (Retiring under Article 107)
5. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Directors to fix their
remuneration.
Resolution 7
AS SPECIAL BUSINESS
6. To re-appoint the following Directors to hold office until the next Annual General Meeting pursuant to Section
153 (6) of the Companies Act (Chapter 50):
Resolution 8
Resolution 9
(a) Mr Phua Bah Lee
(b) Mr Lee Han Yang
Mr Phua Bah Lee, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain as a member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
(See Explanatory Note 1)
Mr Lee Han Yang, a Non-Executive Director, will, upon re-appointment as Director of the Company, remain
as a member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
41
7. To consider, and if thought fit, to pass the following Ordinary Resolutions with or without modifications:
(a)”That pursuant to Section 161 of the Companies Act (Chapter 50), and the listing rules of the Singapore
Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to
issue shares and convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that:
Resolution 10
(i) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution
does not exceed 50% of the Company’s total number of issued shares excluding treasury shares, of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to shareholders of the Company does not exceed 20% of the Company’s total number of issued shares excluding treasury shares; and for the purpose of this Resolution, the total number of issued shares excluding treasury shares shall be the Company’s total number of issued shares excluding treasury shares at the time this Resolution is passed (after adjusting for new shares arising from the conversion of convertible securities or share options on issue at the time this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of the Company’s shares), and
(ii) unless revoked or varied by the Company in general meeting, the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”
(b)”That pursuant to Section 161 of the Companies Act (Chapter 50), approval be and is hereby given to the Directors of the Company to exercise full powers of the Company to issue and allot shares in the Company pursuant to the exercise of options granted in connection with or pursuant to the terms and conditions of the Wing Tai Holdings Limited (2001) Share Option Scheme (the “2001 Scheme”) approved by Shareholders of the Company in general meeting on 31 August 2001.”
8. To transact any other business that may be transacted at an Annual General Meeting of the Company.
By Order of the Board
Gabrielle Tan
Company Secretary
Singapore
7 October 2008
Resolution 11
42
Notes:
1. A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to
attend and vote in his stead. A proxy need not be a Shareholder of the Company.
2. A Shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its
behalf. The instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised.
3. The instrument appointing a proxy must be deposited at the registered office of the Company at 3 Killiney Road, #10-01 Winsland
House I, Singapore 239519, not less than 48 hours before the time fixed for holding the Meeting.
Explanatory Notes:
1. The proposed Resolution 8 above, if passed, will authorise Mr Phua Bah Lee, who is over the age of 70, to continue in office as a
Director of the Company until the next Annual General Meeting of the Company.
2. The proposed Resolution 9 above, if passed, will authorise Mr Lee Han Yang, who is over the age of 70, to continue in office as a
Director of the Company until the next Annual General Meeting of the Company.
3. The proposed Resolution 10 above, if passed, will empower the Directors of the Company, from the date of the above Annual
General Meeting until the next Annual General Meeting, to issue shares and convertible securities in the Company. The aggregate
number of shares and convertible securities which the Directors may issue under this Resolution shall not exceed 50% of the
Company’s total number of issued shares excluding treasury shares, of which the aggregate number of shares and convertible
securities to be issued other than on a pro-rata basis to existing shareholders shall not exceed 20% of the Company’s total number
of issued shares excluding treasury shares.
The percentage of the total number of issued shares (excluding treasury shares) is based on the Company’s total number of issued
shares (excluding treasury shares) at the time this proposed Resolution is passed, after adjusting for (a) new shares arising from the
conversion of convertible securities or share options on issue at the time this proposed Resolution is passed; and (b) any subsequent
bonus issue, consolidation or subdivision of shares.
4. The proposed Resolution 11 above, if passed, will empower the Directors of the Company, from the date of the above Annual
General Meeting until the conclusion of the next Annual General Meeting, to issue shares in connection with the 2001 Scheme.
This authority is in addition to the general authority to issue shares and convertible securities sought under Resolution 10.
43
SHAREHOLDING STATISTICS
as at 9 September 2008
Share Capital
No. of Issued Shares
No. of Issued Shares (excluding Treasury Shares)
No./percentage of Treasury Shares
Class of Shares
Voting Rights (excluding Treasury Shares)
:
:
:
:
:
793,348,260
788,915,260
4,433,000 (0.56%)
Ordinary Shares
1 vote per share
DISTRIBUTION OF SHAREHOLDERS
Size of Shareholdings
No. of Shareholders
%
No. of Shares
%
1 to 999
1,000 to 10,000
10,001 to 1,000,000
1,000,001 and above
Total
408
8,969
1,861
24
11,262
3.62
79.64
16.53
0.21
100.00
118,781
34,191,514
51,411,307
703,193,658
788,915,260
0.02
4.33
6.52
89.13
100.00
No. of Shares
%
TWENTY LARGEST SHAREHOLDERS
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Wing Sun Development Private Limited
DBS Nominees Pte Ltd
Winlyn Investment Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
Citibank Nominees Singapore Pte Ltd
DBSN Services Pte Ltd
Nu Chan Sing Pte Ltd
DBS Vickers Securities (Singapore) Pte Ltd
United Overseas Bank Nominees Pte Ltd
Empire Gate Holdings Limited
Raffles Nominees Pte Ltd
UOB Kay Hian Pte Ltd
DB Nominees (Singapore) Pte Ltd
OCBC Nominees Singapore Pte Ltd
Morgan Stanley Asia (Singapore) Securities Pte Ltd
Winway Investment Pte Ltd
Merrill Lynch (Singapore) Pte Ltd
Oversea Chinese Bank Nominees Pte Ltd
Phillip Securities Pte Ltd
Cheng Kar Yunn Karen
Total
222,235,490 143,859,700
72,717,436
66,568,563
55,457,326
31,352,588
18,333,332
17,573,928
17,513,009
12,119,572
7,843,663
6,187,730
5,509,200
5,392,260
3,736,040
3,529,166
3,496,154
1,629,933
1,571,906
1,430,000
698,056,996
28.17
18.24
9.22
8.44
7.03
3.97
2.32
2.23
2.22
1.54
0.99
0.78
0.70
0.68
0.47
0.45
0.44
0.21
0.20
0.18
88.48
PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC
As at 9 September 2008, approximately 54.96% of the issued ordinary shares of the Company are held by the public. Rule 723 of the
Listing Manual of the Singapore Exchange Securities Trading Limited has accordingly been complied with.
44
SHAREHOLDING STATISTICS
as at 9 September 2008
SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS
Name
Interest (No. of Ordinary Shares)
Cheng Wai Keung
310,601,6641
310,617,6642
Christopher Cheng Wai Chee
307,194,9983
Edward Cheng Wai Sun
307,072,4984
Deutsche Bank International Trust Co. (Cayman) Limited
307,072,4984
Deutsche Bank International Trust Co. (Jersey) Limited
307,072,4984
Wing Sun Development Private Limited
222,235,490
Wing Tai Asia Holdings Limited
234,355,0625
Winlyn Investment Pte Ltd
72,717,436
Terebene Holdings Inc
72,717,4366
Metro Champion Limited
72,717,4367
European Investors, Inc.
39,801,470
1
Includes 310,601,664 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway
Investment Pte Ltd and Empire Gate Holdings Limited.
2
Includes 310,601,664 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway
Investment Pte Ltd and Empire Gate Holdings Limited and 16,000 shares beneficially held by Mrs Kit Heng Wong-Cheng.
3
Includes 307,072,498 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire
Gate Holdings Limited and 122,500 shares owned by a nominee, DBS Vickers Securities (S) Pte Ltd.
4
Includes 307,072,498 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd and Empire
Gate Holdings Limited.
5
Includes 234,355,062 shares beneficially owned by Wing Sun Development Private Limited and Empire Gate Holdings Limited.
6
Shares beneficially owned by Winlyn Investment Pte Ltd in which Terebene Holdings Inc is deemed to have an interest.
7
Shares beneficially owned by Winlyn Investment Pte Ltd in which Metro Champion Limited is deemed to have an interest.
PROXY FORM
as at 30 June 2008
IMPORTANT
1.
For investors who have used their CPF monies to buy shares of Wing Tai Holdings
Limited, this Report is sent to them at the request of their CPF Approved Nominees
and is sent solely FOR INFORMATION ONLY.
2.
This proxy form is not valid for use by CPF investors and shall be ineffective for all
intents and purposes if used or purported to be used by them.
3.
CPF investors who wish to vote should contact their CPF Approved Nominees.
I/We,
of
being a Shareholder(s) of Wing Tai Holdings Limited (the “Company”), hereby appoint the following person(s):
Name
Address
NRIC/Passport No.
Proportion of Shareholdings
No. of shares
%
and/or (delete as appropriate)
as my/our proxies, to vote for me/us on my/our behalf and, if necessary, to demand a poll at the 44th Annual General Meeting of the Company
to be held on Thursday, 30 October 2008 at 10.30 a.m. at The Ballroom, Level 3, Raffles Hotel, 1 Beach Road, Singapore 189673 and at any
adjournment thereof.
I/We have indicated with an “X” in the appropriate box below how I/we wish my/our proxies to vote. If no specific direction as to voting is
given, my/our proxies may vote or abstain at his/her discretion.
Resolution
Resolution relating to:
To be used
on a show of hands
For
1
Adoption of Directors’ Report and Accounts
2
Declaration of First and Final Dividend and Special Dividend
3
Approval of Directors’ Fees
4
Re-election of Mr Edmund Cheng Wai Wing
5
Re-election of Mr Cheng Man Tak
6
Re-election of Tan Sri Dato’ Mohamed Noordin bin Hassan
7
Re-appointment of PricewaterhouseCoopers as auditors and to
authorise the Directors to fix their remuneration
8
Re-appointment of Mr Phua Bah Lee
9
Re-appointment of Mr Lee Han Yang
10
Authority to issue shares and convertible securities pursuant to
Section 161 of the Companies Act (Chapter 50)
11
Authority to issue shares in accordance with the provisions of
Wing Tai Holdings Limited (2001) Share Option Scheme
Dated this day of Against
To be used
in the event of a poll
No. of Votes
For
No. of Votes
Against
2008.
No. of shares held
Signature(s) of Shareholder(s)/Common Seal of Corporate Shareholder
IMPORTANT: PLEASE READ NOTES OVERLEAF
PROXY FORM
as at 30 June 2008
Notes:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register
(as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you
have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares
entered against your name in the Depository Register and shares registered in your name in the Register of Members, you
should insert the aggregate number of shares entered against your name in the Depository Register and registered in your
name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to
relate to all the shares held by you.
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than
two proxies to attend and vote instead of him. A proxy need not be a member of the Company.
3. Where a member appoints more than one proxy, and if he does not specify the proportion of his holding to be represented
by each proxy, the first named proxy shall be deemed to represent 100% of his holding and the second named proxy shall
be deemed to be an alternate to the first named.
4. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 3 Killiney Road,
#10-01 Winsland House I, Singapore 239519 not less than 48 hours before the time set for holding the Meeting. The
sending of a Proxy Form by a member does not preclude him from attending and voting in person at the Meeting if he finds
that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in
writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under
its seal or under the hand of a director or an officer or attorney duly authorised.
6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50
of Singapore.
7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed,
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified
on the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the
Company may reject any instrument appointing a proxy or proxies deposited if the member, being the appointor, is not
shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for
holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
REQUEST FORM
as at 30 June 2008
7 October 2008
Dear Shareholder
This is a copy of the Chairman’s Statement and Summary Financial Statement (“Summary Financial Report” or “SR”) of Wing Tai
Holdings Limited for the financial year ended 30 June 2008. The Summary Financial Report contains a review of the Group for the
year ended 30 June 2008. It also contains a summary of the audited financial statements of the Company and the Group. We will be
sending you a copy of the Summary Financial Report for so long as you are a shareholder of Wing Tai Holdings Limited, unless you
indicate otherwise.
The full financial statement of the Company and the Group for the year ended 30 June 2008 are set out in a separate report called Annual
Report (“AR”). This report is available to all registered shareholders of Wing Tai Holdings Limited at no cost upon request.
We will need to know which shareholders wish or do not wish to receive the SR and the AR. Therefore, we would appreciate if you
could complete this request slip and return it to Wing Tai Holdings Limited by 17 October 2008 if you want to receive a copy of the AR.
By failing to respond, we will take it that you do not wish to receive copies of the AR for the financial year ended 30 June 2008 and
for so long as you are a shareholder. However, you may register or change your request for future financial years.
Yours faithfully
For and on behalf of
Wing Tai Holdings Limited
Gabrielle Tan
Company Secretary
REQUEST SLIP
To Wing Tai Holdings Limited
N.B. Please tick only one box. Incomplete forms will not be processed.
Please send me/us a copy of the AR in addition to the SR for the financial year ended 30 June 2008 and for so long as
I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We do not wish to receive the SR or the AR for so long as I/we am/are a shareholder of Wing Tai Holdings Limited.
I/We will download the SR/AR from your website.
Name(s) of Shareholder(s):
NRIC/Passport Number(s): CDP Securities Account No.*: Address:
Postcode: Signature: Date: * This is only applicable if your shares in Wing Tai Holdings Limited are registered with The Central Depository (Pte) Limited.
1st Fold
2nd Fold
For posting in
Singapore only.
business reply service
permit no 05214
C/O The registrar
Wing Tai Holdings Limited
(Tricor Barbinder Share Registration Services)
8 Cross Street #11-00
PWC Building
Singapore 048424
3 rd fold and glue overleaf. do not staple.
fold and glue overleaf. do not staple.
fold and glue overleaf. do not staple.
Postage will
be paid by
addressee.

winning partnerships - Wing Tai Holdings Limited

Transcription

Similar documents

Sure-Win Dip

Property Life Media Kit 2013

4016 poster.qxd

WHS lacrosse Wing bowl

angelo`s wing chair

Hwy. 61 Reconstruction brochure

Aeronca C3 - Toni Clark

immediate press release 11th aug`2014

waiver guidelines jakarta incident

2015 Agriculture Federal Credit Union (AgFed) Board of Directors