Annual Report 2011 - Wing Tai Holdings Limited
Transcription
Annual Report 2011 - Wing Tai Holdings Limited
Wing Tai Holdings Limited WT the art of the matter annual report Contents 01 Top Elevation Chairman’s Message 04 Perimeter Property 07 Sensibilities Hospitality 08 Urban Ensemble Retail 10 Cross Section Corporate Data 11 Composition Board of Directors 14 Interconnecting Key Management 15 Framework Corporate Governance 20 Reflections Calendar of Events 21 For the Year 2011 Financial Reports Chairman’s Message 01 Top Elevation OVERVIEW he Singapore economy grew by 14.5% in 2010. Given the ongoing global economic uncertainty, the Singapore economy is expected to grow at a range of 5 to 6% in 2011, based on official forecast. T Property cooling off measures announced by the Singapore Government in January 2011 have had the effect of moderating the rapid rise in residential property prices. Growth in private residential property prices has since continued to be moderated. The URA residential property price index increased by 2.0% in the second quarter of 2011, lower than the 2.2% increase in the previous quarter. This has been the seventh consecutive quarter in which the rate of increase in residential property prices had moderated. The total number of new residential units sold island-wide was 8,039 units in the first half of 2011, comparable to the number of new units sold in the first half of 2010. For the second half of 2011, 30 sites under confirmed and reserve lists, have been planned for release under the Government Land Sales Programme, potentially yielding 14,200 private residential units. 02 GROUP PERFORMANCE For the financial year ended 30 June 2011, the Group recorded a total revenue of S$649.1 million. This was 21% lower than the S$821.9 million revenue recorded in the previous year. Revenue from development properties for the current year was mainly attributable to the progressive sales recognised from Helios Residences and the additional units sold in Belle Vue Residences in Singapore. The Group’s operating profit rose 10% from S$254.4 million to S$281.1 million. In the current year, the Group’s operating profit includes fair value gains of S$74.6 million from investment properties, as compared to S$5.1 million gained in the previous year. The Group’s share of profits of associated and joint venture companies increased from S$51.7 million to S$164.2 million in the current year. This 218% increase is primarily attributable to the higher contributions from Wing Tai Properties Limited in Hong Kong and the Floridian project in Singapore. The Group’s net profit attributable to shareholders for the current year is S$314.2 million, an increase of 95% over the net profit of S$160.8 million recorded in the previous year. The Group’s net asset value per share as at 30 June 2011 was S$2.46 as compared to S$2.18 as at 30 June 2010. The Group’s net gearing ratio has been reduced from 0.44 times as at 30 June 2010 to 0.35 times as at 30 June 2011. The Board of Directors recommended a first and final dividend of 3 cents per share and a special dividend of 4 cents per share for the current year. In the current year, the Group sold a total of 683 residential units in Singapore and Malaysia, with a total sales value of S$899 million. The Group has always been disciplined in its land acquisition, exercising care in selecting sites that would add value to its portfolio. In October 2010, a choice residential site at Petir Road in the Bukit Timah precinct was successfully acquired through the Group’s narrow 2% winning margin in the land tender bid. The leasehold development, Foresque Residences, was launched in May 2011, attracting good response. To date, 86% of the 220 units released in the first phase have been sold. In Malaysia, the Group acquired a freehold residential site along Jalan Langgak Golf within the U-Thant/Ampang Hilir vicinity in January 2011, while in Hong Kong, we acquired two prime residential sites in Mid-levels West and Causeway Bay in the second half of 2010. In China, the Group entered into a joint venture with Singbridge Guangzhou Pte Ltd in April 2011, for residential property development in the Sino-Singapore Guangzhou Knowledge City, a premier landmark development that will become China’s leading model of eco-smart city development. The Group’s investment properties comprising commercial developments and serviced apartments fared well, contributing S$37.1 million for the current year. In retail, the Group performed well, with 13% increase in revenue and a higher increase in operating profit over the previous year. CORPORATE BRANDING In line with elevating the Group’s focus and commitment as an integrated property developer, in November 2010 DNP Holdings Berhad in Malaysia was renamed Wing Tai Malaysia Berhad, following the rebranding of Wing Tai Properties Limited in Hong Kong in the previous year. The Group’s network of companies are now better aligned to capitalise on the Wing Tai Asia branding and to strengthen their presence in key markets. PROSPECTS The Group shall closely watch the market, and continue to build its landbank with selective site acquisition and to market its high-end properties such as Helios Residences, Belle Vue Residences and L’VIV. Preview and release of two luxury developments viz. the Le Nouvel Ardmore and Nouvel 18 will be paced with market sentiments. APPRECIATION I would like to thank our shareholders, customers, bankers and business partners for their support and confidence in the Group. I would also like to thank Directors on the Board for their counsel and dedication. To the management and staff, I would like to acknowledge their commitment to growing the Group’s business. CHENG WAI KEUNG Chairman 20 September 2011 A sanctuary of sophistication for the affluent class 03 04 Property Nature’s waywardness and soulfulness captured in Belle Vue’s curved geometry Perimeter SINGAPORE aster architect Toyo Ito’s first and only residential condominium project in Asia, the freehold Belle Vue Residences on Oxley Walk, has continued to receive strong interest from homebuyers, with approximately 80% of the total of 176 units sold as of 30 June 2011. In September 2010, Mr Ito joined Mr Edmund Cheng in presenting the nature-themed development at a media event hosted for top media representatives from the region on the luxuriously lush grounds of the residences. M 05 Helios Residences, a 140-unit freehold development at Cairnhill Circle in Singapore’s prime District 9 obtained its Temporary Occupation Permit in January 2011. Over 70 units have been sold and vacant possession of the apartments has commenced since the third quarter of 2011. L’VIV, a 147-unit freehold development at Newton Road sold over 100 units, more than 70% of the available units. Construction has commenced for this development. Floridian, a 336-unit freehold development at Bukit Timah has continued to receive positive response from homebuyers, and was 84% sold as of 30 June 2011. In May 2011, the Group commenced the Phase 1 launch of Foresque Residences, an attractive site in the Upper Bukit Timah precinct acquired in October 2010. The 496unit leasehold development on Petir Road was welcomed by buyers; of the 200 units released, 163 were sold in just two months. Ascentia Sky by Tanglin, a 373-unit leasehold development launched in July 2009 sold 316 units as of June 2011. The 85% take-up rate of this leasehold development has been positively regarded, in consideration of its relatively larger apartment size and higher quantum sum. Construction of two high-end developments designed by eminent Pritzker Prize laureate Jean Nouvel has also commenced. The preview and release of the Le Nouvel Ardmore at Ardmore Park and Nouvel 18 at Anderson Road will be paced in accordance to market sentiments. Exclusive private previews have commenced for the Le Nouvel Ardmore, with the sale of one unit in June 2011. Singapore continues to see strong demand for office space with an excellent economic performance of 14.5% growth rate achieved last year. Occupancy rates remained healthy despite the completion of 2.2 million square feet new office space during the year. The Group’s investment properties fared well, with Winsland House I and II, and Burlington Square achieving an average occupancy of 90%. MALAYSIA The Group’s property business activities in Malaysia are conducted through its subsidiary company, Wing Tai Malaysia Berhad, formerly known as DNP Holdings Berhad. The name change effective 12 November 2010 was part of the company’s corporate rebranding and a major step towards elevating the company’s focus and commitment as an integrated property developer. In Kuala Lumpur, Verticas Residences, a 423-unit freehold development at Bukit Ceylon, is 64% sold and currently under construction, with completion expected in the middle of 2012. Nobleton Crest, U-Thant, a 25-unit development located at Jalan U-Thant is launch-ready. Construction works are on-going, with completion targeted at the end of 2013. At Sering Ukay, Phase 3, which comprises 130 units of semi-detached and 22 units of detached houses, is pending layout approval from the Malaysian authorities. The Le Nouvel@KLCC, a high-end twin-tower development at Jalan Ampang is currently under construction. The Group acquired the Bandar Sunway site in April 2010, to build 76 units of semidetached houses. The project is currently pending layout approval from the Malaysian authorities and is expected to be launch-ready by early 2012. In January 2011, the Group further acquired a freehold residential site along Jalan Langgak Golf within the U-Thant/ Ampang Hilir vicinity. In Penang, Phases 4 and 5 of Taman Seri Impian, comprising 123 units of 2-storey terrace and semi-detached houses, are completed and fully sold. Phase 2 of Taman BM Utama, comprising 215 units of 2-storey terrace and semi-detached houses, is 99% 06 completed and 91% sold, while 7 units of 2-storey commercial shops have recently been completed and made available for lease. Phase 3, comprising 138 units of 2 & 3-storey terrace houses, is under construction, and 25% sold. BM Jesselton in Alma, a highend development, is 13% sold. Impiana Commercial Hub, comprising 2-storey and 3-storey shop offices along Impiana Boulevard and Impiana Avenue are 80% and 30% completed, respectively. HONG KONG The Group’s property interests in Hong Kong are represented by investments in its associated company, Wing Tai Properties Limited. Forfar, a 43-unit development at Forfar Road in Kowloon is 93% sold and units have been handed over to homeowners since the fourth quarter of 2010. Seymour, an 82-unit high-end development at Seymour Road in the Midlevels is 85% sold, with expected completion in the second half of 2011. Providence Bay, the Pak Shek Kok development at Tai Po Town is expected to be completed in phases by 2012. Two prime residential sites in Mid-levels West and Causeway Bay were acquired in the second half of 2010. These two sites, totaling a gross floor area of approximately 108,000 square feet, will be developed into low-density, luxury boutique towers. Both projects are expected to be completed between 2013 and 2014. The two investment properties viz. Landmark East in Kowloon East and W Square in Wan Chai fared well, achieving occupancy of 89% and 87% respectively. CHINA The Group’s property business activities in China are conducted through its subsidiary company, Jiaxin (Suzhou) Property Development Co., Ltd. In April 2011, the Group entered into a joint venture with Singbridge Guangzhou Pte Ltd, a subsidiary of Singbridge International Singapore Pte Ltd, for a residential property development in the Sino-Singapore Guangzhou Knowledge City. Designed by world-renowned architect Foster + Partners, the 10-hectare site adjacent to the Jiulong Dadao will be developed in phases over five years. The Group holds a 40% stake in the project. The Group will continue to strengthen its China networks and seek investment and marketing opportunities in the key growth cities. This page: Enchanting ambience of outdoor terrace and private pool at the majestic Forfar Opposite page: A private world away from home Hospitality 07 Sensibilities T he Group continues to expand its Lanson Place chain of branded hospitality services in strategic locations in Asia. In Hong Kong, Lanson Place Hotel achieved healthy occupancy of 81% and won top awards for its design and service. These included the “2010 Best Design Hotel” at the Annual Travel Awards by Travel & Leisure magazine in January 2011 and “Highly Commended Hotel” at the inaugural Asia Pacific Hotel Awards in association with Bloomberg Television in June 2011. In China, Lanson Place Central Park in Beijing and Lanson Place Jinlin Tiandi in Shanghai Puxi achieved high occupancy of 95% and 92% respectively, and held their place as the market leaders in both cities. Lanson Place Jin Qiao in Shanghai Pudong was fully opened in September 2010, having bagged the “Best Serviced Apartment of China 2010” award in March 2011 for its excellent service and hospitality. Singapore’s Lanson Place Winsland also recorded a high occupancy of about 80%. In Malaysia, Lanson Place Ambassador Row performed relatively well, despite the soft conditions in a competitive market. Lanson Place Bukit Ceylon, a brand new premier project in Kuala Lumpur with over 100 units, is currently under construction and scheduled to operate by the end of 2012. 08 Retail Urban Ensemble T he Group’s retail division anchored its pole position among Singapore fashion retailers, through a national recognition awarded to it in June 2011, identifying Wing Tai as one of four service excellence icons handpicked by the GEMS (Go the Extra Mile for Service) Up Committee comprising Spring Singapore, NTUC, Workforce Development Agency, Singapore Tourism Board and Institute of Service Excellence at SMU, in praise of its breakthroughs in achieving customer service excellence. Wing Tai Retail, the only retailer in Singapore that is recognised as an Iconic Service Organisation, presented a national showcase of its Customer Centric Initiatives to the media, government and industry partners. Minister for Prime Minister’s Office and NTUC SecretaryGeneral Mr Lim Swee Say, who attended the event, lauded Wing Tai’s commitment to seek for continuous breakthroughs in the transformations of its retail management and people development. One example of such is the initiative of creating a culture of fashion consciousness and knowledge through equipping all staff with the latest fashion and product knowledge. Wing Tai Retail is also the first retailer who will be collaborating with Fashion Institute of Technology in New York with a customised certification programme on fashion styling which aims to bring both service and professional standards to new heights. Following the success of the pilot programmes, similar customer-centric programmes will also be rolled out to other retail brands, such as Yoshinoya, which will be introducing a customer self-ordering kiosk system, targeted for launch in the third quarter of 2011. As of 30 June 2011, the Group’s retail square footage exceeded 400,000 square feet with over 200 stores across Singapore and Malaysia. Its portfolio of leading fashion and lifestyle brands – 18 in Singapore and 11 in Malaysia – were boosted by the opening of two streetfronting Topshop/Topman flagship store on Singapore’s Orchard Road in December 2010, and the popular Japanese label Uniqlo in Kuala Lumpur’s new mall Fahrenheit 88 in Bukit Bintang in November 2010. Besides achieving positive results in its customer satisfaction audits conducted internally and by external media, the retail division performed well financially, with 13% increase in revenue and a higher increase in operating profit over the previous year. This page: Standing out as the singular girl Opposite page: The colour palette of the fashion authority 09 10 Corporate Data Cross Section BOARD OF DIRECTORS Executive Cheng Wai Keung Chairman/Managing Director REMUNERATION COMMITTEE Lee Han Yang Chairman Edmund Cheng Wai Wing Deputy Chairman/ Deputy Managing Director Tan Sri Dato’ Mohamed Noordin bin Hassan Tan Hwee Bin Executive Director Chng Chee Beow Property Director Non-Executive Boey Tak Hap Independent Cheng Man Tak Tan Sri Dato’ Mohamed Noordin bin Hassan Independent Boey Tak Hap NOMINATING COMMITTEE Loh Soo Eng Chairman Cheng Wai Keung Tan Sri Dato’ Mohamed Noordin bin Hassan Phua Bah Lee Lee Han Yang Independent Lee Kim Wah Ooi Siew Poh Phua Bah Lee Independent Paul Tong Hon To Independent AUDIT COMMITTEE Paul Tong Hon To Chairman Boey Tak Hap Lee Han Yang Phua Bah Lee Wing Tai Retail Pte Ltd Helen Khoo Executive Director Loh Soo Eng COMPANY SECRETARIES Gabrielle Tan Loh Soo Eng Independent Wing Tai Property Management Pte Ltd Helen Chow Director EXECUTIVE OFFICERS Len Siew Lian General Manager, Property Ng Kim Huat Chief Financial Officer Karine Lim General Manager Group Human Resource SUBSIDIARY COMPANIES Wing Tai Malaysia Berhad Dato’ Roger Chan Wan Chung Executive Director REGISTERED OFFICE 3 Killiney Road #10-01 Winsland House Singapore 239519 Tel: 6280 9111 Fax: 6732 9956 www.wingtaiasia.com.sg REGISTRAR & TRANSFER OFFICE Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) 8 Cross Street #11-00 PWC Building Singapore 048424 AUDITORS PricewaterhouseCoopers LLP Public Accountants and Certified Public Accountants 8 Cross Street #17-00 PWC Building Singapore 048424 Audit Partner: Choo Eng Beng (Year of Appointment: 2011) PRINCIPAL BANKERS DBS Bank Limited 6 Shenton Way DBS Building Singapore 068809 The Hongkong and Shanghai Banking Corporation Limited 21 Collyer Quay HSBC Building Singapore 049320 Malayan Banking Berhad 2 Battery Road Maybank Tower Singapore 049907 Overseas-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 The Bank of TokyoMitsubishi UFJ, Ltd 9 Raffles Place #01-01 Republic Plaza Singapore 048619 United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624 Board of Directors 11 Composition CHENG WAI KEUNG is Chairman of the Board of Wing Tai Holdings Limited (the “Company”), appointed 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, a company listed on the SGX-ST, Vice Chairman of Singapore-Suzhou Township Development Pte Ltd and Managing Director of Wing Tai Malaysia Berhad, a company listed on the Bursa Malaysia Securities Berhad. He holds directorships in public and private companies, including Temasek Holdings (Private) 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 has been appointed Justice of The Peace by the Singapore President since 2000. 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 re-elected director on 28 October 2009. EDMUND CHENG WAI WING has served as Deputy Chairman and Deputy Managing Director of the Company, and as Executive Director of Wing Tai Malaysia Berhad since 1984. He is also Chairman of SATS Limited, a company listed on the SGX-ST; Mapletree Investments Pte Ltd; Singapore’s National Arts Council; and DesignSingapore International Advisory Panel. He is a member of Nanyang Technological University’s Board of Trustees; The Esplanade Co Ltd; and International Council for Asia Society. He was President of REDAS (Real Estate Developers’ Association of Singapore) and now serves as a member on its Presidential Council. For his contribution to public service, he was awarded the Public Service Star Award (Bar) in 2010, Public Service Star Award (BBM) in 1999 and Outstanding Contributor to Tourism Award in 2002 by the Singapore Government. 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, respectively. Mr Cheng was re-elected director on 30 October 2008. BOEY TAK HAP has served as 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 President and CEO of Singapore Power Group. He was also 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 Honorary 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 re-elected director on 28 October 2009. CHENG MAN TAK has served as a non-executive director since 11 May 1981. He is Vice-Chairman of Federation of Hong Kong Industries – Group 24, director of the Federation of Hong Kong Garment Manufacturers and a member of the Occupational Safety and Health Council of Hong Kong. He is also a member of the Advisory Committee of Poly University (Institute of Textile and Clothing Industries) and a committee member of Federation of Hong Kong 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 re-elected director on 25 October 2010. 12 TAN SRI DATO’ MOHAMED NOORDIN BIN HASSAN has served as a non-executive director since 27 September 2002 and is a member of both the Nominating Committee and Remuneration Committee. He has more than 40 years’ experience with the Malaysia Government, serving at district, state and federal levels including as Deputy Secretary General at the Ministry of Trade and Industry; Secretary General at Ministry of Science, Technology and Environment; and Secretary General at the Ministry of Education. After retiring from the Malaysian civil service in September 1994, he joined Petronas Berhad, as Vice President of Group Human Resource and Vice President of Education until 31 August 2000. He is currently Chairman of Wing Tai Malaysia Berhad, a company listed on the Bursa Malaysia Securities Berhad, and also sits on the Board of several subsidiaries of Wing Tai Malaysia Berhad as well as other companies in Malaysia. He graduated from the University of Malaya with a Bachelor of Arts (Honours) degree in Economics, and holds a Master’s in Public and International Affairs from the University of Pittsburgh, USA. Tan Sri Dato’ Mohamed Noordin was re-elected director on 25 October 2010. LEE HAN YANG has served as a non-executive director since 3 January 1989. He is Chairman of the Remuneration Committee and a member of the Audit Committee. He is a Barrister-at-Law of Lincoln’s Inn, London and an Advocate and Solicitor of the Supreme Court of Singapore. Mr Lee currently sits on the Board of Low Keng Huat (Singapore) Ltd, a company listed on the SGX-ST. He is also a director of Tan Chong International Ltd, a company listed on the Stock Exchange of Hong Kong. Mr Lee is an active member of the Law Society of Singapore and has served on several committees of the Law Society. He also serves on the Board of the Society for the Physically Disabled and until recently he was on the board of the National Council of Social Service. In August 2006, he was awarded the Public Service Star (BBM) by the President of Singapore. Mr Lee was re-elected director on 25 October 2010. LEE KIM WAH has been appointed Senior Advisor to the Company since 5 December 2008 and remains on the board as a non-executive director. He serves as a treasurer of the Singapore National Employers’ Federation. Educated in Accountancy in Australia, Mr Lee was a manager in a public accounting firm before joining the Company, where he has served for over 40 years, as Finance Director from May 1977 to December 2008. Mr Lee was conferred the Public Service Medal (PBM) by the Singapore Government in 2000. In 2009, he was awarded the prestigious Medal of Commendation (Gold) for his significant contribution towards the Singapore Labour Movement. Mr Lee was re-elected director on 25 October 2010. LOH SOO ENG has served as a non-executive director since 1 June 2004, after retiring as Director-Property. He is Chairman of the Nominating Committee and a member of the Remuneration Committee. Mr Loh is currently a director of Wing Tai Properties Limited, a company listed on the Stock Exchange of Hong Kong. He has experience in power, oil, shipbuilding and ship repair industries, as well as in banking, where he had been for 17 years with the DBS Group, as Executive Director of Raffles City Pte Ltd and General Manager of DBS Land. Mr Loh has served on Government committees, including SAFTI Military College and Temasek Polytechnic. He was 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. He graduated with a Bachelor of Engineering (Mechanical) degree from the University of Adelaide, Australia. Mr Loh was re-elected director on 25 October 2010. 13 PHUA BAH LEE has served as a non-executive director since 11 January 1989 and is a member of both the Audit Committee and Nominating Committee. Mr Phua is currently a director of GP Industries Limited, Metro Holdings Limited, Singapura Finance Limited and Pan-United Corporation Limited, all companies are listed on the SGX-ST. He also holds directorships in a number of private companies. He was the Singapore Parliamentary Secretary of the Ministry of Communications from 1968 to 1971; Senior Parliamentary Secretary of the Ministry of Defence from 1972 to 1988; and an elected Member of Parliament for the Tampines Constituency from 1968 to 1988. He graduated from the Nanyang University in Singapore with a Bachelor of Commerce degree. Mr Phua was re-elected director on 25 October 2010. TAN HWEE BIN has been appointed Executive Director of the Company since 5 December 2008. Prior to her appointment to the board, she was the Chief Operating Officer. Ms Tan is a Certified Public Accountant and graduated with a Bachelor of Accountancy degree from the National University of Singapore. In 2005, she completed the Advanced Management Program at Harvard Business School. Ms Tan is Chairman of NTUC Healthcare Co-operative Ltd. She is also director of Singapore Labour Foundation, NTUC FairPrice Co-operative Ltd and Agency for Integrated Care Pte Ltd. She is a member of the Finance and Establishment Committee of Chinese Development Assistance Council and Middle East Business Group Singapore. She was awarded the Public Service Medal (PBM) in 2011. Ms Tan was re-elected director on 28 October 2009. PAUL TONG HON TO has served as a non-executive director since 16 August 2007 and is a Chairman of the Audit Committee. He is currently a non-executive director of Chinney Investments, Limited, publicly listed on the Stock Exchange of Hong Kong. Mr Tong has many years of senior management experience in manufacturing and trading businesses with global operations. He was formerly Executive Vice President and General Counsel of Johnson Electric Holdings Limited. He also served as a member on the Inland Revenue Board of Review in Hong Kong. Mr Tong obtained his Bachelor of Science (Economics) degree and postgraduate Certificate of Management Studies from the University of London and the University of Oxford in England, respectively. He was admitted as 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 re-elected director on 25 October 2010. CHNG CHEE BEOW has served as Property Director of the Company since 5 December 2008. He has been with the Company since October 1987 and sits on the boards of several subsidiaries of the Company. A registered Architect by profession, he is Honorary Assistant Secretary of REDAS Management Committee. He is also a member of the BCA Universal Design Awards Assessment Panel, Professional Engineer Board Investigation Panel, BCA BIM Steering Committee and MND Planning Appeal Inspector. Mr Chng graduated with a Bachelor of Architecture degree and has a postgraduate Diploma in Building Science from the National University of Singapore. Mr Chng was re-elected director on 28 October 2009. 14 Key Management Interconnecting DATO’ ROGER CHAN WAN CHUNG joined Wing Tai Malaysia Berhad (“WTMB”) as General Manager in June 1971 and he is one of the pioneer staff of WTMB. With over 40 years’ experience in the garment business, he assists the Managing Director in overseeing the day-to-day operation of the WTMB Group. He was appointed to the WTMB Board on 18 August 1988 and currently sits on the Board of several subsidiaries of WTMB Group and other private limited companies. HELEN CHOW is Director of Wing Tai Property Management Pte Ltd appointed since November 1991, having held various positions in the Company since 1975. She is responsible for marketing and sales functions in the property division. She develops and implements strategies to achieve optimal marketing mix for property products, as well as manages sales operations across geographies to achieve revenue goals. She holds a Bachelor of Arts degree from Mills College, Oakland, California, USA. HELEN KHOO is Executive Director of Wing Tai Retail Pte Ltd and oversees the Company’s retail and food businesses. With close to 30 years of experience in retail and F&B businesses, Mrs Khoo drives the growth and expansion of the Company’s portfolio of retail brands and continually leads her team to winning industry awards. She was conferred the International Management Action Award (IMAA) in 2007 and Retail Leadership Award in 2008. In 2011, she was awarded by WDA as Singapore Workforce Skills Qualifications Champion and chairing WDA’s Retail Industry Skills and Training Council in the new 2011 term. She is also appointed as a member of the Policy Advisory Committee of Spring Singapore. As Honorary Secretary of the Singapore Retailers Association and the Honorary Treasurer of Orchard Road Business Association, she has been involved in national committees to develop the local retail industry. She graduated with a Bachelor of Arts degree from the University of Hong Kong. LEN SIEW LIAN is General Manager (Property) of Wing Tai Holdings Limited. In addition to the portfolio of residential marketing and project launches of development properties for sale, she also oversees the asset management of the commercial/investment properties. She joined the Company in September 1989 where she was involved in commercial leasing of both office and retail, having spent her early career with an international property consultancy firm. Ms Len graduated with a Bachelor of Science (Estate Management) degree from the National University of Singapore and, in 2008, completed the Advanced Management Program at Harvard Business School. NG KIM HUAT is Chief Financial Officer, Wing Tai Holdings Limited. He has been with the Company since December 2003, having more than 10 years of auditing experience with an international public accounting firm in Singapore as a Certified Public Accountant. He graduated with a Bachelor of Accountancy (Honours) degree from the National University of Singapore. KARINE LIM is General Manager, Group Human Resource and has been with the Company since March 2004, having 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. Corporate Governance 15 Framework The Company believes that good corporate governance is vital to its overall business integrity and performance. The Company is committed to complying and maintaining high standards of corporate governance to ensure corporate transparency and to safeguard shareholders’ interests. The principles, structures and processes of corporate governance as adopted by the Company are set out in this report which is in line with the principles and guidelines of the Code of Corporate Governance 2005. BOARD MATTERS | The Board’s Conduct of its Affairs The principal functions of the Board 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 is responsible for the overall management of the Company, and the Directors objectively take decisions in the interests of the Company. 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 for the year are as follows: Name Board Audit Committee Remuneration Committee Nominating Committee Meetings Held: 4 Meetings Held: 4 Meetings Held: 3 Meetings Held: 1 Cheng Wai Keung 4 Edmund Cheng Wai Wing 4 Boey Tak Hap 4 Cheng Man Tak 4 Tan Sri Dato’ Mohamed Noordin bin Hassan 4 1 4 3 3 Lee Han Yang 4 Lee Kim Wah 4 4 Loh Soo Eng 4 Phua Bah Lee 4 4 Paul Tong Hon To 4 4 Tan Hwee Bin 4 Chng Chee Beow 4 1 3 3 1 1 Matters which require the Board’s approval include those involving material acquisitions 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. A director’s contribution may extend beyond the confines of formal Board meetings, through sharing of views, advice, experience, and strategic networking relationships which would further the interests of the Company. 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. It is important that every director receives further relevant training, particularly on relevant new laws, regulations and changing commercial risks from time to time. The Company Secretary keeps the Directors informed as and whenever there are appropriate courses, conferences and seminars such as those conducted by the Singapore Institute of Directors. The Directors are encouraged to attend such training at the Company’s expense. During FY2011, the seminars attended by Directors were “Risk Management Essentials” and “Practical Guide for Achieving Board Effectiveness”. Board Composition and Balance | The Board currently comprises a majority of non-executive directors, with one-half of the Board being independent directors. The Nominating Committee (“NC”) reviews the independence of each director annually based on the definition of independence as stated in the Code of Corporate Governance 2005 (“Code”) to ensure that there is a strong and independent element on the Board. According to the Code, an “independent” director is one who has no relationship with the company, its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement with a view to the best interests of the company. In addition, an independent director should have no relationship with any substantial shareholder of the Company. When considering the independence of the Directors, the NC also reviews the annual declaration by the independent non-executive Directors regarding their independence and the Directors’ disclosures of interests in transactions. There are 12 16 members on the Board, four of whom are executive directors and eight 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. No individual or smaller group of individuals dominates the Board’s decision-making process. Chairman and Managing Director | The Chairman is also the Managing Director (“MD”) of the Group and has overall responsibility for the management and operation of the Group supported by the respective Heads of Departments. 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 nonexecutive directors to maintain its independence. Mr Cheng Wai Keung’s primary role as Chairman is to assist the Board in developing policies and strategies and ensuring that they are implemented effectively. Mr Cheng also provides 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 makes key decisions on the management and operations of the Group and is responsible for the conduct of the business and affairs of the Group, supported by the respective Heads of Departments. The sustained growth of the Company under Mr Cheng’s leadership shows his ability to discharge the responsibilities of both roles effectively. BOARD COMMITTEES | To assist the Board in the execution of its responsibilities, the Board delegates specific 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. Nominating Committee | Board Membership The NC comprises four members, namely, Mr Loh Soo Eng – Chairman of NC, Tan Sri Dato’ Mohamed Noordin bin Hassan, Mr Phua Bah Lee (all 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 11 to 13 of this Annual Report. Board Performance | The NC’s assessment of the effectiveness and performance of the Board as a whole is 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. When a director serves on multiple boards, that director is to ensure that sufficient time and efforts are allocated to the affairs of each company with assistance from Management, who provides relevant and complete information on a regular basis for effective discharge of his/her duties. Access to Information | Prior to each meeting and when the need arises, the Board is furnished with timely and adequate information to enable full deliberation of issues to be considered. To ensure that the Board is able to fulfill its responsibilities, the Management provides the Board with periodic management reports, forecasts/budgets, financial statements and other relevant information of the Group. The Board has independent access to the Management and the Company Secretary at all times. The Board seeks independent professional 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 also ensure that the Company complies with all applicable statutory and regulatory rules. 17 REMUNERATION MATTERS | Remuneration Committee The Remuneration Committee (“RC”) comprises four members, all of whom are independent non-executive directors. The RC members are Mr Lee Han Yang - Chairman of RC, Mr Boey Tak Hap, Tan Sri Dato’ Mohamed Noordin bin Hassan and Mr Loh Soo Eng. The RC reviews the remuneration of directors and key executives of the Group and obtains advice on remuneration matters as and when required from human resource advisers or consultants within and outside the Group. The RC approves the structure of the remuneration package for the Directors and key executives to ensure that the package is competitive and sufficient to attract, retain and motivate key executives. No director is involved in deciding his/her own remuneration. 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. The breakdown (in percentage terms) of the directors’ remuneration for FY2011 are as follows:Remuneration Bands $3,000,000 to $3,250,000 Cheng Wai Keung Fees Salary (%) (%) – Shares granted during the year 36 64# – # Edmund Cheng Wai Wing – 35 65 – $1,250,001 to $1,500,000 Tan Hwee Bin – 31 69^ 282,000 $1,000,000 to $1,250,000 Chng Chee Beow – 30 70^ 210,000 Below $250,000 Boey Tak Hap 100 – – Cheng Man Tak 100 – – Tan Sri Dato’ Mohamed Noordin bin Hassan 66 # – 34 – – 100 – – – Lee Kim Wah 91 – 9^ – Loh Soo Eng 100 – – – Phua Bah Lee 100 – – – Paul Tong Hon To 100 – – – ^ Salary (%) Bonus, Allowance & Other Benefits (%) Above $750,000 Helen Chow 46 54 Helen Khoo 28 72^ $500,000 to $750,000 Dato’ Roger Chan Wan Chung 51 49# Len Siew Lian 39 61^ Ng Kim Huat 46 54^ Karine Lim 45 55^ # ^ Includes allowance and other benefits from Wing Tai Malaysia Berhad. Includes the cost of the fair value of share options, restricted shares and performance shares (where applicable). ACCOUNTABILITY AND AUDIT | Accountability Shareholders are provided with the Company’s performance, financial position and prospects on a quarterly basis, while periodic management reports of the Company and its businesses are furnished to the Board. Members of the AC have sufficient financial management expertise and experience to discharge its functions. It held four meetings in FY2011. The functions of the AC include the review of annual audit plan, internal audit process, the adequacy of internal controls and interested person transactions. The AC recommends to the Board the external auditors to be appointed or re-appointed taking into account the independence and objectivity of such external auditors as well as to review the scope, results and cost effectiveness of their audit procedures. The AC also reviews the quarterly and annual financial statements before submitting to the Board for approval. – # Lee Han Yang # Remuneration Bands Audit Committee | 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. Other than the restricted shares and performance shares (“Shares”) granted to Ms Tan Hwee Bin and Mr Chng Chee Beow, no Shares nor share options were granted to the rest of the directors during the financial year. Bonus, Allowance & Other Benefits (%) is set out below. A significant portion of the key executives’ remuneration is linked to corporate and individual performance. Includes fees, allowance and other benefits from Wing Tai Malaysia Berhad. Includes the cost of the fair value of share options, restricted shares and performance shares (where applicable). The breakdown of the remuneration of the top six key executives (one of whom is related to the Managing Director) for FY2011 The key function of the AC is to maintain a high standard of corporate governance and risk management. The AC has full access to and co-operation of the Management. The AC meetings are held with the internal and external auditors without the presence of the Management once during the year. It has the discretion to invite any director and executive officer to attend its meetings. 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. 18 Internal Controls | The Board recognises the importance of sound internal controls and risk management practices in relation to good corporate governance. The Group’s internal controls provide reasonable assurance that assets are safeguarded, proper accounting records are maintained, reliability of financial information and compliance with applicable laws and regulations. Regular management meetings are held to report and monitor the performance of each department. Management assists the Board in monitoring and managing risks and internal controls of the Group. The internal auditors report directly to the Chairman of the Audit Committee. The Audit Committee ensures that the internal auditors are adequately resourced and has appropriate standing within the Company and ensures, on an annual basis, the adequacy of the internal audit function. 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 adequate for the nature and size of the Group’s operations and business. Interested Person Transaction | The Company has established an internal policy for transactions with interested persons and has set out the procedures for review and approval of the Company’s interested person transactions (IPT). During FY2011, the AC reviewed the following IPT:Name of Interested Person Sale of one condominium unit Ressington Company Limited Aggregate Value of all IPT during FY2011 S$’000 $16,715 The above IPT was entered into at arm’s length and on normal commercial terms. Recurring IPTs are disclosed in the Financial Statements. Internal Audit | The Company has out-sourced its internal audit function to KPMG Services Pte Ltd (“KPMG”) in May 2011. Prior to the appointment of KPMG, the Company’s internal audit department carried out a review of the Group’s property and retail operations as well as audit on the system of internal controls and reports to the AC. In addition, the Group’s external auditors also carry out a review of the internal controls in the course of their statutory audit. The internal auditors (“IA”) carry out their work based on the standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. A set of internal controls which sets out approval limits for expenditure, investments and divestments and cheque signatory arrangements is adopted by the Company. The IA assists the AC in its functions by reporting their audit findings to the AC and to the Management. The scope of the internal auditors is to perform detailed work to assist the Audit Committee and Board in the evaluation of internal controls and risk management. The IA submits its plans and recommendations to the AC for approval. The AC reviews the adequacy of the internal audit function through a review of activities carried out by the IA on a quarterly basis and is satisfied that there are adequate internal controls in the Company. WHISTLEBLOWING POLICY | As part of the effort in promoting good corporate governance practices amongst its employees, the Group has put in place a policy on whistleblowing to facilitate the reporting of activities or practices which are in violation of the Group’s work rules. The policy, with clearly defined processes, conforms to the guidelines set out in the Code of Corporate Governance which encourages employees to raise concerns, in confidence, about possible irregularities to the employees’ supervisors, IA or AC Chairman. The AC has the responsibility of overseeing this policy, which is administered with the assistance of the IA. The process of raising the concerns has been communicated to all employees. The Group assures that the whistle-blower’s identity will be kept confidential unless required by the court or other regulatory authorities to disclose the identity. Anonymous reports will be reviewed and investigated on the basis of their merits. Upon receipt of report of any violation of the Group’s work rules or any unethical or unlawful business conduct or dealings, the concerns raised and information provided will be investigated in a timely manner. RISK MANAGEMENT | Risk management plays an essential role in the Group’s business activities and forms a key component in its planning process. The Board is responsible in ascertaining the nature of its business risks and ensures that risks in existing and new businesses are properly managed, business plans and strategies are in line with the risks appetite of the Group to achieve its corporate objectives. The Board has the AC to assist in its risk management oversight via reporting on matters relating to the risk management policies of the Group. The Group has a risk management framework to provide the Board with a Group-wide view of the risks involved in property development, investment and management, hospitality management, apparel retailing and food franchise operations. As part of the framework, a risk register was set up to identify the risks and risk management objectives and to monitor the overall risks positions. The risk management framework 19 specifies the significant business risks to be identified, assessed, evaluated, monitored and managed. The procedures and processes within the framework allow the Group to regularly review its significant strategic business risks, consider the effectiveness of the Group’s system of internal controls to limit, mitigate and monitor identified risks and the implementation of further action plans to manage strategic business risks. The key risks below are managed within the Group’s risk management framework:Business / Strategic Risks | In the course of its activities, the Group is exposed to business risks relating to business factors such as customers’ demand, growth, macro-economic conditions, competition and regulatory environment. It is the Group’s primary consideration to evaluate such risks to achieve overall corporate growth. These risks include macro and project specific risks analysis, financial modeling and sensitivity analysis on key investment assumptions. Each investment proposal is evaluated according to the corporate strategies and investment objectives. Potential joint venture business risks are evaluated to ensure joint venture partnership objectives and visions are aligned. Operational Risks | The Group is exposed to operational risks relating to product and service quality assurance, cost control, sales and marketing, leasing, financial control and regulatory compliances. Identification and assessment of such risks are essential for the management and mitigation of these risks. The implementation and use of a system of internal controls, operating, reporting and monitoring processes and procedures, supported by information technology systems and human resource skills, are important elements of the risk management framework. Financial Risks | The Group’s operations and the use of financial instruments exposed it to financial risks, including currency risk, interest rate risk, credit risk, liquidity risk and capital risk. The Group seeks to minimise any adverse effects from the unpredictability of financial markets through identifying and evaluating such exposures and establishing policies to monitor and manage these financial risks. Further details on financial risk management are stipulated in the notes to financial statements under “Financial Risk Management”. Human Resource Risks | The Group recognises human resource is an imperative factor towards the sustainable growth of the organisation. Efforts are taken to enhance the recruitment processes, compensation packages, employees’ training and development. Core competencies are identified through the employee selection and development processes, performance assessment as well as career development and training programs. The Group’s human resource strategy aims to improve the overall work performance, optimise competencies, enhance staff commitment and retention and develop an effective succession plan. In addition, the Group supports worklife harmony programs as part of its efforts to help employees achieve a balanced life between work and family. Crisis Risks | The Group’s operating environment exposed it to risks arising from potential threats of terrorism, epidemic outbreaks and information systems failure. The Group has put in place a disaster recovery plan to mitigate the risks of interruption and catastrophic loss to its operations and information database arising from such potential threats. COMMUNICATION WITH SHAREHOLDERS | In line with the disclosure obligations under the SGX-ST Listing Rules and the Companies Act, the Company promptly informs shareholders of all major developments that impact the Group. 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 general meetings. A shareholder can vote in person or by way of proxy at general meetings. DEALINGS IN SECURITIES | The Company has adopted and implemented an internal guideline on share dealings in the Company’s securities in compliance with Rule 1207(18) (c) of the Listing Manual of the SGX-ST. All the officers of the Company are prohibited from dealing in securities of the Company while in possession of price-sensitive information. They are also prohibited from dealing in securities of the Company during the closed period, which is two weeks before the date of announcement of results for each of the first three quarters of the Company’s financial year and one month before the date of announcement of the full-year financial results. 20 Calendar of Events Reflections April 2011 July 2010 December 2010 Helios Residences Topping Out, Singapore Largest outside the UK and US, Topshop/Topman flagship store opened at Knightsbridge, Singapore L’VIV Groundbreaking, Singapore January 2011 August 2010 Announcement of full year results for year ended 30 June 2010 September 2010 Belle Vue Residences launch, Singapore Associate of the Arts Award conferred by National Arts Council, Singapore October 2010 46th Annual General Meeting, Singapore Won over 130 Excellent Service Awards (EXSA), Singapore November 2010 Rebranded Wing Tai Malaysia Berhad, from DNP Holdings Berhad, Malaysia First Uniqlo flagship store opened in Kuala Lumpur, Malaysia Helios Residences obtained Temporary Occupation Permit, Singapore Won Hurun Recommended Singapore Luxury Property Developer Award, Shanghai, China Joint venture agreement signed with Singbridge International Singapore to develop residential project in Sino-Singapore Guangzhou Knowledge City, China BCBG’s appointed franchisee in Singapore and Malaysia UK high-street brand Wallis introduced in Malaysia, and in Singapore in June Jalan Langgak Golf site acquired, Malaysia May 2011 March 2011 Foresque Residences launched for sale, Singapore Foresque Residences Groundbreaking, Singapore Wing Tai Retail participated in Singapore’s and Malaysia’s Red Cross donation drive, setting up donation boxes in retail stores, and pledging 100% of March retail profit from Uniqlo Singapore and Uniqlo Malaysia, 1% of sales turnover in March in all stores in Isetan towards Japan Disaster 2011 Participated in Earth Hour Singapore 2011 in demonstrated support towards sustainable environment Won BCI Asia Top 10 Developers Award 2011, Singapore Belle Vue Residences won 11th SIA Architectural Design Awards 2011 for ResidentialApartments/Condominium Category Honourable Mention, Singapore June 2011 Awarded Iconic Service Organisation by the GEMS (Go the Extra Mile for Service) Up Committee for pioneering Customer-Centric Initiatives, Singapore Financial Reports For the Year 2011 22 / Five-Year Financial Summary 23 / Directors’ Report 29 / Statement by Directors 30 / Independent Auditor’s Report 31 / Consolidated Income Statement 32 / Consolidated Statement of Comprehensive Income 33 / Balance Sheets 34 / Consolidated Statement of Changes in Equity 36 / Consolidated Statement of Cash Flows 38 / Notes to the Financial Statements 103 / Shareholding Statistics 22 Five-Year Financial Summary Revenue Property Retail Investment and others Profit before income tax Profit after income tax but before non-controlling interests Profit attributable to equity holders of the Company Shareholders’ equity Total assets Total liabilities and non-controlling interests Earnings per share* (cents) Net tangible assets per share ($) Dividends per share (cents) – Cash dividends – Special rights dividends 2011 $’000 2010 $’000 2009 $’000 2008 $’000 2007 $’000 649,073 438,149 202,350 8,574 405,494 821,851 626,709 179,683 15,459 274,823 501,843 324,605 160,934 16,304 39,960 428,173 197,340 161,654 69,179 300,354 981,634 787,540 135,216 58,878 499,906 357,401 222,018 28,995 255,234 441,751 314,180 1,919,095 3,765,833 1,846,738 40.32 2.46 160,750 1,694,673 3,673,958 1,979,285 20.66 2.18 20,982 1,575,916 3,268,935 1,693,019 2.68 2.03 229,355 1,605,524 3,232,634 1,627,110 30.11 2.03 381,835 1,489,349 3,133,185 1,643,836 52.08 2.07 7.00 – 5.00 – 4.00 – 6.00 – 8.00 25.00 * The number of shares used for this purpose are as follows: 2011 2010 2009 2008 2007 ’000 779,181 777,945 782,796 761,618 733,173 Directors’ Report 23 for the financial year ended june The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 30 June 2011 and the balance sheet of the Company as at 30 June 2011. DIRECTORS The directors of the Company at the date of this report are: Cheng Wai Keung (Chairman and Managing Director) Edmund Cheng Wai Wing (Deputy Chairman and 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 Tan Hwee Bin Chng Chee Beow ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES Except as disclosed in the “Share Options” and “Share Plans” sections 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. 24 Directors’ Report for the financial year ended june DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (a) The interests of the directors holding office at the end of the financial year in the shares, share options and share plans of the Company and related corporations according to the register of the directors’ shareholdings were as follows: Holdings registered in the name of director Holdings in which a director is deemed to have an interest As at 01.07.2010 As at 30.06.2011 As at 01.07.2010 As at 30.06.2011 Ordinary Shares Cheng Wai Keung Edmund Cheng Wai Wing Lee Han Yang Lee Kim Wah Loh Soo Eng Phua Bah Lee Tan Hwee Bin Chng Chee Beow – – 330,000 937,600 412,800 275,000 90,000 318,400 – – 330,000 937,600 412,800 275,000 219,900 412,900 318,156,564 310,601,664 – – – – – 15,800 325,856,564 310,601,664 – – – – – 15,800 Share Options Lee Kim Wah Tan Hwee Bin Chng Chee Beow 409,200 390,500 234,300 409,200 390,500 234,300 – – – – – – Restricted Share Plan Tan Hwee Bin Chng Chee Beow 343,000 249,600 444,100 311,100 – – – – 42,000 46,000 93,000 100,000 – – – – 40,000 – – – 800,000 800,000 800,000 800,000 – – – – Name of directors Performance Share Plan* Tan Hwee Bin Chng Chee Beow RELATED CORPORATION Wing Tai Malaysia Berhad Ordinary Shares Loh Soo Eng Share Options Cheng Wai Keung Edmund Cheng Wai Wing * Shares awarded are contingent upon achievement of threshold targets. (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 2011 and 21 July 2011. 25 Directors’ Report for the financial year ended june 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 33 to the financial statements. 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 (“EGM”) held on 31 August 2001. The Scheme was terminated by the members of the Company at an EGM held on 30 October 2008 (without prejudice to the rights of holders of options thereunder in respect of options which have been granted). The Scheme is administered by a committee comprising two directors, namely Cheng Wai Keung and Tan Hwee Bin. No option was granted under the Scheme during the financial year. No controlling shareholder of the Company or his associate participated in the Scheme. The aggregate number of options granted since the commencement of the Scheme to the end of the financial year is as follows: Aggregate options since commencement of the Scheme to 30.06.2011 Aggregate number of outstanding Number of options as at options forfeited 30.06.2011 Number of options granted Number of options exercised 877,200 645,500 616,300 468,000 255,000 382,000 – – – 409,200 390,500 234,300 Group Executives 2,139,000 11,070,300 1,105,000 5,025,500 – 2,910,800 1,034,000 3,134,000 Total 13,209,300 6,130,500 2,910,800 4,168,000 Name of participants Directors of the Company Lee Kim Wah Tan Hwee Bin Chng Chee Beow Other than Lee Kim Wah, none of the participants of the Scheme received 5% or more of the total number of options granted under the Scheme. Details of the movement in the options granted under the Scheme on the unissued ordinary shares of the Company during the year were as follows: As at 01.07.2010 Number of options exercised Number of options forfeited As at 30.06.2011 02.11.2001 19.11.2004 30.09.2005 05.09.2006 06.09.2007 22,000 294,800 668,900 1,269,300 2,024,000 – 7,700 23,100 17,500 – – – 6,600 12,100 44,000 22,000 287,100 639,200 1,239,700 1,980,000 Total 4,279,000 48,300 62,700 4,168,000 Date of grant Exercise price ($) 0.616 0.849 1.300 1.645 3.136 Expiry date 01.11.2011 18.11.2014 29.09.2015 04.09.2016 05.09.2017 26 Directors’ Report for the financial year ended june SHARE OPTIONS (continued) (b) The Wing Tai Malaysia Berhad (“WTM”) Employees’ Share Option Scheme (the “ESOS”) WTM, a subsidiary company of the Group, implemented the ESOS approved by the shareholders of WTM at an EGM held on 11 May 2005. The directors (including non-executive directors) and employees of WTM who as at the date of offer are confirmed with at least one year of continuous service in WTM 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 right 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 WTM. Details of the movement in the options granted under the ESOS on the unissued ordinary shares of WTM during the year were as follows: As at 01.07.2010 Number of options exercised Number of options forfeited As at 30.06.2011 01.12.2005 31.01.2007 19.05.2010 2,055,400 895,800 3,021,000 1,026,000 609,000 993,700 – – 74,200 1,029,400 286,800 1,953,100 Total 5,972,200 2,628,700 74,200 3,269,300 Date of grant Exercise price (RM) 1.00 1.00 1.20 Expiry date 15.05.2015 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. SHARE PLANS The Wing Tai Performance Share Plan (“Wing Tai PSP”) and the Wing Tai Restricted Share Plan (“Wing Tai RSP”) (collectively referred to as the “Share Plans”) were adopted by the members of the Company at an EGM held on 30 October 2008. The Share Plans are administered by a committee (the “Committee”) comprising two directors, namely Cheng Wai Keung and Tan Hwee Bin. (a) Wing Tai PSP One of the primary objectives of the Wing Tai PSP is to increase the Company’s flexibility and effectiveness in its continuous efforts to reward, retain and motivate key management staff. The Wing Tai PSP is primarily targeted at executives in key positions who are able to drive the growth of the Company through innovation, creativity and superior performance. Full-time executives (including executive directors) of the Company, its subsidiary companies or associated companies who hold such rank as may be designated by the Committee from time to time are eligible to participate in the Wing Tai PSP. Under the Wing Tai PSP, performance conditions are set over a three-year performance period. A specified number of shares will be released by the Committee to the participants at the end of the performance period, provided the threshold targets are achieved. 27 Directors’ Report for the financial year ended june SHARE PLANS (continued) (a) Wing Tai PSP (continued) During the financial year, awards were granted by the Company pursuant to the Wing Tai PSP in respect of 175,000 shares, of which 51,000 and 54,000 shares were granted to two executive directors, namely Tan Hwee Bin and Chng Chee Beow respectively and 70,000 shares were granted to 4 executives of the Group. Details of the movement in the awards of the Company during the year were as follows: As at 01.07.2010 Number of shares granted As at 30.06.2011 03.09.2009 01.09.2010 146,000 – – 175,000 146,000 175,000 Total 146,000 175,000 321,000 Date of grant (b) Wing Tai RSP The objective of the Wing Tai RSP is to serve as an additional motivational tool to recruit and retain employees. Full-time executives (including executive directors) of the Company, its subsidiary companies or associated companies who hold such rank as may be designated by the Committee from time to time and non-executive directors are eligible to participate in the Wing Tai RSP. Under the Wing Tai RSP, performance conditions are set over a one-year performance period. A specified number of shares will be awarded to eligible participants at the end of the performance period depending on the extent of achievement of the performance conditions established. The shares have a vesting schedule of three years. The participant will receive fully paid shares, without any cash consideration payable by the participant. During the financial year, awards were granted by the Company pursuant to the Wing Tai RSP in respect of 2,125,000 shares, of which 231,000 and 156,000 shares were granted to two executive directors, namely Tan Hwee Bin and Chng Chee Beow respectively and 1,738,000 shares were granted to 42 executives of the Group. Details of the movement in the awards of the Company during the year were as follows: Date of grant As at 01.07.2010 Number of Number of Number of shares granted shares released shares forfeited As at 30.06.2011 18.05.2009 03.09.2009 01.09.2010 1,474,900 1,257,000 – – – 2,125,000 632,100 377,100 – – 9,100 22,000 842,800 870,800 2,103,000 Total 2,731,900 2,125,000 1,009,200 31,100 3,816,600 28 Directors’ Report for the financial year ended june 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 Boey Tak Hap Lee Han Yang Phua Bah Lee (Chairman) 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 2011 before their submission to the Board of Directors for approval and the auditor’s report on these financial statements. The Audit Committee has nominated PricewaterhouseCoopers LLP for re-appointment as auditor of the Company at the forthcoming Annual General Meeting. INDEPENDENT AUDITOR The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment. On behalf of the directors CHENG WAI KEUNG Director 20 September 2011 EDMUND CHENG WAI WING Director Statement by Directors 29 for the financial year ended june In the opinion of the directors, (a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 31 to 102 are drawn up 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 2011 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and (b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. On behalf of the directors CHENG WAI KEUNG Director 20 September 2011 EDMUND CHENG WAI WING Director 30 Independent Auditor’s Report To the Members of Wing Tai Holdings Limited for the financial year ended june REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of Wing Tai Holdings Limited (the “Company”) and its subsidiary companies (the “Group”) set out on pages 31 to 102, which comprise the consolidated balance sheet of the Group and the balance sheet of the Company as at 30 June 2011, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition that 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. 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 about 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 controls relevant to the entity’s preparation of financial statements that give a true and fair view 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 controls. 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. Opinion In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2011, and the results, changes in equity and cash flows of the Group for the financial year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In our opinion, 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 LLP Public Accountants and Certified Public Accountants Singapore 20 September 2011 31 Consolidated Income Statement for the financial year ended june Group Note Revenue Cost of sales 3 2011 $’000 2010 $’000 649,073 (274,867) 821,851 (430,464) 374,206 391,387 80,837 20,417 Expenses – Distribution – Administrative and other (89,507) (84,395) (81,875) (75,481) Operating profit 281,141 254,448 (39,868) (31,295) Share of profits of associated and joint venture companies 164,221 51,670 Profit before income tax 405,494 274,823 (48,093) (52,805) Total profit 357,401 222,018 Attributable to: Equity holders of the Company Non-controlling interests 314,180 43,221 160,750 61,268 357,401 222,018 Gross profit Other gains – net Finance costs Income tax expense 4 7 8(a) Earnings per share attributable to equity holders of the Company (cents) Basic 9(a) 40.32 20.66 Diluted 9(b) 40.03 20.57 32 Consolidated Statement of Comprehensive Income for the financial year ended june Group Note Total profit Other comprehensive (expense)/income: Cash flow hedges Currency translation differences Revaluation gains on property, plant and equipment Share of other comprehensive (expense)/income of associated and joint venture companies Other comprehensive expense, net of tax 8(a) 2011 $’000 2010 $’000 357,401 222,018 (5,403) (69,085) 8,446 (3,674) (13,736) 2,639 (1,396) 6,108 (67,438) (8,663) Total comprehensive income 289,963 213,355 Attributable to: Equity holders of the Company Non-controlling interests 254,763 35,200 146,550 66,805 289,963 213,355 33 Balance Sheets as at june Group Company 2010 $’000 2011 $’000 504,235 212,651 18,784 1,275,151 5,758 48,644 594,054 42,821 16,466 1,423,002 2,967 38,089 188,991 277,284 – – – 2,615 331,807 271,072 – – – 2,887 2,065,223 2,117,399 468,890 605,766 7,170 197,790 554,027 189,769 – 560,210 191,644 7,170 222,689 514,662 149,457 – 486,028 176,553 3,189 618,554 – – 252,392 – 6,951 3,189 496,070 – – 252,392 82,000 14,937 1,700,610 3,765,833 1,556,559 3,673,958 881,086 1,349,976 848,588 1,454,354 222,338 81,808 167,126 152,061 45,787 110,655 162,128 3,506 – 161,932 5,214 100,000 471,272 308,503 165,634 267,146 Total liabilities 34,116 1,012,091 85,665 48,819 1,180,691 1,651,963 28,475 1,225,017 97,241 123,618 1,474,351 1,782,854 6,286 245,000 – 9,655 260,941 426,575 6,607 265,000 2,342 9,844 283,793 550,939 NET ASSETS 2,113,870 1,891,104 923,401 903,415 838,250 (12,750) 97,901 838,200 (8,713) 73,928 Note ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Development properties Tax recoverable Other current assets Non-current assets Available-for-sale financial assets Trade and other receivables Investment in an associated company Investments in joint venture companies Investments in subsidiary companies Investment properties Property, plant and equipment 10 12 13 14 15 16 17 18 19 20 21 22 Total assets LIABILITIES Current liabilities Trade and other payables Current income tax liabilities Borrowings Non-current liabilities Derivative financial instruments Borrowings Deferred income tax liabilities Other non-current liabilities EQUITY Capital and reserves attributable to equity holders of the Company Share capital Other reserves Retained earnings 23 24 11 24 8(b) 26 27 28 29 2011 $’000 838,250 (65,412) 1,146,257 838,200 (8,800) 865,273 2010 $’000 Non-controlling interests 1,919,095 194,775 1,694,673 196,431 923,401 – 903,415 – TOTAL EQUITY 2,113,870 1,891,104 923,401 903,415 34 Consolidated Statement of Changes in Equity for the financial year ended june Note 2011 Beginning of financial year Total comprehensive (expense)/income Realisation of reserves Cost of share-based payment 28(a) Issue of shares on exercise of share options 27 Reissuance of treasury shares Ordinary and special dividends paid 25 Dividends paid by subsidiary companies to non-controlling interests Issue of shares by a subsidiary company to non-controlling interests Acquisition of additional interest in a subsidiary company Liquidation of subsidiary companies Liquidation of joint venture companies End of financial year Attributable to equity holders of the Company NonShare Other Retained controlling capital reserves earnings Total interests $’000 $’000 $’000 $’000 $’000 Total equity $’000 838,200 (8,800) 865,273 1,694,673 196,431 1,891,104 – – – (59,417) (264) 3,254 314,180 264 – 254,763 – 3,254 35,200 – 159 289,963 – 3,413 – – (38,957) 50 15 (38,957) 50 – – – 15 – – – – – – (874) – – – – 335 (535) 6,371 – – 838,250 (65,412) 1,146,257 – – – – 50 15 (38,957) (5,139) (5,139) (874) 2,065 1,191 6,371 335 (535) (18,081) (15,261) (599) (11,710) (14,926) (1,134) 1,919,095 194,775 2,113,870 Consolidated Statement of Changes in Equity for the financial year ended june Note 2010 Beginning of financial year Total comprehensive (expense)/income Realisation of reserves Cost of share-based payment 28(a) Issue of shares on exercise of share options 27 Ordinary and special dividends paid 25 Dividends paid by subsidiary companies to non-controlling interests Issue of shares by a subsidiary company to non-controlling interests Acquisition of additional interest in a subsidiary company End of financial year Attributable to equity holders of the Company NonShare Other Retained controlling capital reserves earnings Total interests $’000 $’000 $’000 $’000 $’000 837,690 – – – Total equity $’000 2,883 735,343 1,575,916 139,758 1,715,674 (14,200) (290) 2,807 160,750 290 – 146,550 – 2,807 66,805 – 12 213,355 – 2,819 – (31,110) 510 (31,110) 510 – – – – – – – – – – – – – – – 865,273 1,694,673 838,200 35 (8,800) An analysis of the movements in each category within “Other reserves” is presented in Note 28. – – (9,834) 846 (1,156) 196,431 510 (31,110) (9,834) 846 (1,156) 1,891,104 36 Consolidated Statement of Cash Flows for the financial year ended june Group 2011 $’000 2010 $’000 357,401 222,018 48,093 11,100 389 (59) (81) (74,616) 238 14,840 1,824 (957) (1,062) 335 (10,201) (795) (7,915) 39,868 (164,221) 3,413 5,591 52,805 12,149 411 (188) (73) (5,140) 68 – 135 (949) – – – – (9,938) 31,295 (51,670) 2,819 (6,218) 223,185 247,524 11,958 128,225 (2,589) (173,833) 21,107 (18,538) (162,420) 450 17,700 43,334 Cash generated from operations 208,053 128,050 Income tax paid (27,927) Net cash generated from operating activities 180,126 Note Cash flows from operating activities Total profit Adjustments for: Income tax expense Depreciation of property, plant and equipment Write-off of property, plant and equipment Write-back of impairment on property, plant and equipment Dividend income Fair value gains on investment properties Fair value losses on derivative financial instruments Allowance for foreseeable losses on development properties Dilution loss on interest in an associated company Gain on disposal of property, plant and equipment Gain on liquidation of joint venture companies Loss on liquidation of subsidiary companies Gain on capital reduction of joint venture companies Reversal of tax indemnity Interest income Interest expense Share of profits of associated and joint venture companies Share-based payment Translation differences Operating cash flow before working capital changes Changes in operating assets and liabilities: Balances with associated and joint venture companies Development properties Inventories Trade and other receivables and other current assets Trade and other payables (8,580) 119,470 37 Consolidated Statement of Cash Flows for the financial year ended june Group Note Cash flows from investing activities Acquisition of additional interest in a subsidiary company Subscription of rights issue of an associated company Acquisition of interest in joint venture companies Additional expenditure on investment property Additional expenditure on property, plant and equipment Purchases of property, plant and equipment Proceeds from disposal of property, plant and equipment Distribution to non-controlling interests upon liquidation of a subsidiary company Proceeds from liquidation of joint venture companies Proceeds from capital reduction of joint venture companies Repayment of loans by joint venture companies Dividends received Interest received Net cash generated from investing activities 2011 $’000 2010 $’000 (10,027) – (9,963) (4,438) (6,920) (13,967) 1,997 (819) (35,187) – – – (11,943) 3,452 (261) 2,129 12,201 17,753 20,706 2,701 – 67 – 18,394 53,065 2,464 11,911 29,493 50 510 Cash flows from financing activities Proceeds from issue of ordinary shares Proceeds from issue of ordinary shares by a subsidiary company to non-controlling interests Reissuance of treasury shares (Repayment)/advancement of the loans from non-controlling interests Proceeds from borrowings Repayment of borrowings Ordinary and special dividends paid Dividends paid to non-controlling interests Interest paid 1,191 15 (44,156) 213,907 (346,199) (38,957) (5,139) (52,189) 478 – 2,687 286,438 (140,655) (31,110) (9,834) (51,679) Net cash (used in)/generated from financing activities (271,477) 56,835 (79,440) 594,054 (10,379) 205,798 389,574 (1,318) 504,235 594,054 Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Effects of currency translation on cash and cash equivalents Cash and cash equivalents at end of financial year 10 38 Notes to the Financial Statements for the financial year ended june These notes form an integral part of and should be read in conjunction with the accompanying financial statements. 1. GENERAL INFORMATION Wing Tai Holdings Limited (the “Company”) is incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited. The address of its registered office is 3 Killiney Road, #10-01 Winsland House I, Singapore 239519. The principal activity of the Company is that of an investment holding company. The principal activities of the Company’s subsidiary companies are shown in Note 35. 2. 2.1 SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION These financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgement or complexity are disclosed in Notes 2.7, 2.8 and 8. Amendment to published standards effective in 2011 On 1 July 2010, the Group adopted the amended FRS that is mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS. The amended FRS that is relevant to the Group is as follows: Amendment to FRS 7 Statement of Cash Flows The adoption of this amended FRS has not resulted in any substantial changes to the Group’s and Company’s accounting policies and had no material effect on the amounts reported for the current or prior financial years. 2.2 REVENUE RECOGNITION Revenue for the Group comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group’s activities. Revenue is presented, net of goods and services tax, rebates and discounts, and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that future economic benefits will flow to the entity and when the specific criteria for each of the Group’s activities are met as follows: (a) Sale of goods Revenue from the sale of goods is recognised when a Group entity has delivered the products to the customer, the customer has accepted the products and collectability of the related receivable is reasonably assured, except for income from the sale of development properties, which is recognised using the percentage of completion method as disclosed in Note 2.8. Notes to the Financial Statements for the financial year ended june 2. 2.2 39 SIGNIFICANT ACCOUNTING POLICIES (continued) REVENUE RECOGNITION (continued) (b) Rental income Rental income from operating leases (net of any incentives given to the lessees) is recognised on a straight-line basis over the lease term. (c) Management fee Management fee comprises charges for the management and maintenance of properties and finance and administration fees. Revenue from management fee is recognised when management services are rendered. (d) Dividend income Dividend income is recognised when the right to receive payment is established. (e) Interest income Interest income is recognised using the effective interest method. 2.3 GROUP ACCOUNTING (a) Subsidiary companies (i) Consolidation Subsidiary companies are entities over which the Group has power to govern the financial and operating policies, generally accompanied by a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiary companies are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiary companies have been changed where necessary to ensure consistency with the accounting policies adopted by the Group. Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary company attributable to the interests which are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet and consolidated statement of changes in equity. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary company, even if this results in the noncontrolling interests having a deficit balance. (ii) Acquisition of businesses The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary company comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary company. 40 2. 2.3 Notes to the Financial Statements for the financial year ended june SIGNIFICANT ACCOUNTING POLICIES (continued) GROUP ACCOUNTING (continued) (a) Subsidiary companies (continued) (ii) Acquisition of businesses (continued) Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to Note 2.4 for the accounting policy on goodwill on acquisitions. (iii) Disposals of subsidiary companies or businesses When a change in the Company’s ownership interest in a subsidiary company results in a loss of control over the subsidiary company, the assets and liabilities of the subsidiary company including any goodwill are derecognised. Amounts recognised in other comprehensive income in respect of that entity are also reclassified to the income statement or transferred directly to retained earnings if required by a specific FRS. Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained investment at the date when control is lost and its fair value is recognised in the income statement. Please refer to Note 2.5 for the accounting policy on investments in subsidiary companies in the separate financial statements of the Company. (b) Transactions with non-controlling interests Changes in the Company’s ownership interest in a subsidiary company that do not result in a loss of control over the subsidiary company are accounted for as transactions with equity owners of the Group. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised in a separate reserve within equity attributable to the equity holders of the Company. (c) Associated and joint venture companies Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by a shareholding of between and including 20% and 50% of the voting rights. Joint venture companies are entities over which the Group has contractual arrangements to jointly share the control over the economic activity of the entities with one or more parties. Investments in associated and joint venture companies are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses, if any. Notes to the Financial Statements for the financial year ended june 2. 2.3 41 SIGNIFICANT ACCOUNTING POLICIES (continued) GROUP ACCOUNTING (continued) (c) Associated and joint venture companies (continued) Investments in associated and joint venture companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated and joint venture companies represents the excess of the cost of acquisition of the associated and joint venture companies over the Group’s share of the fair value of the identifiable net assets of the associated and joint venture companies and is included in the carrying amount of the investments. Please refer to Note 2.4 for the accounting policy on goodwill on acquisitions. In applying the equity method of accounting, the Group’s share of its associated and joint venture companies’ postacquisition profits or losses are recognised in the income statement and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. These post-acquisition movements and distributions received from the associated and joint venture companies are adjusted against the carrying amount of the investments. When the Group’s share of losses in an associated or joint venture company equals or exceeds its interest in the associated or joint venture company, including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has obligations or has made payments on behalf of the associated or joint venture company. Unrealised gains on transactions between the Group and its associated and joint venture companies are eliminated to the extent of the Group’s interest in the associated and joint venture companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associated and joint venture companies have been changed where necessary to ensure consistency with the accounting policies adopted by the Group. Gains and losses arising from partial disposals or dilutions in investments in associated and joint venture companies are recognised in the income statement. Investments in associated and joint venture companies are derecognised when the Group loses significant influence. Any retained interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained investment at the date when significant influence is lost and its fair value is recognised in the income statement. Please refer to Note 2.5 for the accounting policy on investments in associated and joint venture companies in the separate financial statements of the Company. 2.4 GOODWILL ON ACQUISITIONS Goodwill on acquisitions of subsidiary companies on or after 1 July 2009 represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. Goodwill on acquisitions of subsidiary companies prior to 1 July 2009 and on acquisitions of associated and joint venture companies represents the excess of the cost of the acquisitions over the fair value of the Group’s share of the identifiable net assets acquired. Goodwill on subsidiary companies is recognised separately as intangible assets and carried at cost less accumulated impairment losses. Goodwill on associated and joint venture companies is included in the carrying amount of the investments. 42 Notes to the Financial Statements for the financial year ended june 2. 2.4 SIGNIFICANT ACCOUNTING POLICIES (continued) GOODWILL ON ACQUISITIONS (continued) Gains and losses on the disposal of subsidiary, associated and joint venture companies include the carrying amount of goodwill relating to the entity sold, except for goodwill arising from acquisitions prior to 1 July 2001. Such goodwill was adjusted against retained earnings in the year of acquisition and is not recognised in the income statement on disposal. 2.5 INVESTMENTS IN SUBSIDIARY, ASSOCIATED AND JOINT VENTURE COMPANIES Investments in subsidiary, associated and joint venture companies are carried at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiary, associated and joint venture companies, the difference between disposal proceeds and the carrying amounts of the investments are recognised in the income statement. 2.6 PROPERTY, PLANT AND EQUIPMENT (a) Measurement (i) Land and buildings Land and buildings are initially recognised at cost. Freehold and 999-year leasehold land are subsequently carried at the revalued amounts less accumulated impairment losses. Buildings and leasehold land are subsequently carried at the revalued amounts less accumulated depreciation and accumulated impairment losses. Land and buildings are revalued by independent professional valuers once every three years and whenever their carrying amounts are likely to differ materially from their revalued amounts. When an asset is revalued, any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset. Increases in carrying amounts arising from revaluation, including currency translation differences, are recognised in other comprehensive income, unless they offset previous decreases in the carrying amounts of the same asset, in which case, they are recognised in the income statement. Decreases in carrying amounts that offset previous increases of the same asset are charged against other comprehensive income. All other decreases in carrying amounts are recognised in the income statement. (ii) Other property, plant and equipment All other items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. (iii) Components of costs The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, including borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. The projected cost of dismantlement, removal or restoration is also recognised as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration is incurred as a consequence of either acquiring the asset or using the asset for purposes other than to produce inventories. Notes to the Financial Statements for the financial year ended june 2. 2.6 43 SIGNIFICANT ACCOUNTING POLICIES (continued) PROPERTY, PLANT AND EQUIPMENT (continued) (b) Depreciation Freehold and 999-year leasehold land are not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives. The annual depreciation rates are as follows: Buildings and leasehold land Motor vehicles Office equipment Furniture and fittings 1 – 3% or over the remaining lease period, whichever is shorter 20% 10 – 33% 10% or over the remaining lease period, whichever is shorter The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise. (c) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in the income statement when incurred. (d) Disposal On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the income statement. Any amount in the asset revaluation reserve relating to that asset is transferred to retained earnings directly. 2.7 INVESTMENT PROPERTIES Investment properties are held for long-term rental yields and/or for capital appreciation and are not occupied substantially by the Group. Investment properties are initially recognised at cost and subsequently carried at fair value, determined annually by independent professional valuers. Significant assumptions are required to determine the fair value. Changes in fair values are recognised in the income statement. If an investment property becomes substantially owner-occupied, it is reclassified as property, plant and equipment and its fair value at the date of reclassification becomes its cost for accounting purposes. Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised. The cost of maintenance, repairs and minor improvements is charged to the income statement when incurred. On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is recognised in the income statement. 44 2. 2.8 Notes to the Financial Statements for the financial year ended june SIGNIFICANT ACCOUNTING POLICIES (continued) DEVELOPMENT PROPERTIES (a) Properties under development Properties under development are stated at cost plus attributable profits, less foreseeable losses and progress payments received and receivable. An allowance is made where the estimated net realisable value of the properties has fallen below their carrying value. Cost includes cost of land and other direct and related expenditure, including interest on borrowings incurred in developing the properties. Interest and other related expenditure are capitalised as and when the activities that are necessary to get the asset ready for its intended development are in progress. Revenue and cost on the sale of properties under development are recognised in the income statement using the percentageof-completion method based on the stage of completion as certified by the architects or quantity surveyors for the individual units sold. When it is probable that the total development costs will exceed the total revenue, the expected loss is recognised in the income statement immediately. Significant assumptions are required to estimate the total contract costs. In making this estimate, management has relied on past experience and the work of specialists. (b) Properties held for sale Properties held for sale are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less selling expenses. 2.9 IMPAIRMENT OF NONFINANCIAL ASSETS (a) Goodwill Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is indication that the goodwill may be impaired. For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash generating units (“CGU”) expected to benefit from synergies arising from the business combination. An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-inuse. The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period. (b) Property, plant and equipment Investments in subsidiary, associated and joint venture companies Property, plant and equipment and investments in subsidiary, associated and joint venture companies are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. Notes to the Financial Statements for the financial year ended june 2. 2.9 45 SIGNIFICANT ACCOUNTING POLICIES (continued) IMPAIRMENT OF NONFINANCIAL ASSETS (continued) (b) Property, plant and equipment Investments in subsidiary, associated and joint venture companies (continued) If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and the recoverable amount is recognised as an impairment loss in the income statement, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease. Please refer to Note 2.6 for the treatment of a revaluation decrease. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised in the income statement, a reversal of that impairment is also recognised in the income statement. 2.10 FINANCIAL ASSETS (a) Classification The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables and available-for-sale. The classification depends on the nature of the assets and the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition. (i) Financial assets, at fair value through profit or loss Financial assets designated as at fair value through profit or loss at inception are those that are managed and their performances are evaluated on a fair value basis, in accordance with a documented Group investment strategy. Derivatives are categorised as financial assets at fair value through profit or loss unless they are designated as hedges. Assets in this category are presented as current assets if they are expected to be realised within 12 months after the balance sheet date. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “cash and cash equivalents” and “trade and other receivables” on the balance sheet and also includes deposits and sundry receivables classified as “other current assets”. (iii) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are presented as non-current assets unless management intends to dispose of the assets within 12 months after the balance sheet date. 46 Notes to the Financial Statements for the financial year ended june 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.10 FINANCIAL ASSETS (continued) (b) Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in the income statement. Any amount in the fair value reserve relating to that asset is transferred to the income statement. (c) Initial measurement Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately in the income statement. (d) Subsequent measurement Financial assets, both available-for-sale and at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method. Changes in the fair values of financial assets at fair value through profit or loss including the effects of currency translation, interest and dividends are recognised in the income statement when the changes arise. Interest and dividend income on available-for-sale financial assets are recognised separately in the income statement. Changes in the fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in other comprehensive income, together with the related currency translation differences. (e) Impairment The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists. (i) Loans and receivables Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay in payments are objective evidence that these financial assets are impaired. The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in the income statement. The allowance for impairment loss account is reduced through the income statement in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods. Notes to the Financial Statements for the financial year ended june 47 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.10 FINANCIAL ASSETS (continued) (e) Impairment (continued) (ii) Available-for-sale financial assets A significant or prolonged decline in the fair value of an equity security below its cost is considered as an indicator that the available-for-sale financial asset is impaired. If any evidence of impairment exists, the cumulative loss that was recognised in the fair value reserve is transferred to the income statement. The cumulative loss is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss previously recognised in the income statement. The impairment losses recognised in the income statement on equity securities are not reversed through the income statement. 2.11 FINANCIAL GUARANTEES The Company has issued corporate guarantees to banks for borrowings of its subsidiary and joint venture companies. These guarantees are financial guarantees as they require the Company to reimburse the banks if the subsidiary and joint venture companies fail to make principal or interest payments when due in accordance with the terms of their borrowings. Financial guarantees are initially recognised at their fair values plus transaction costs in the Company’s balance sheet. Financial guarantees are subsequently amortised to the income statement over the period of the subsidiary and joint venture companies’ borrowings, unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, the financial guarantees shall be carried at the expected amount payable to the bank in the Company’s balance sheet. Intra-group transactions are eliminated on consolidation. 2.12 INVENTORIES Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses. 2.13 BORROWINGS AND BORROWING COSTS Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date. Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowing costs are recognised in the income statement using the effective interest method except for those costs that are directly attributable to borrowings acquired specifically for the construction or development of properties. The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less any investment income on temporary investment of these borrowings, are capitalised in the cost of the property under development. 48 Notes to the Financial Statements for the financial year ended june 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.14 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in the income statement when the changes arise. The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, on whether the derivatives designated as hedging instruments are highly effective in offsetting changes in cash flows of the hedged items. The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if the remaining expected life of the hedged item is more than 12 months, and as a current asset or liability, if the remaining expected life of the hedged item is less than 12 months. The Group has entered into interest rate and cross currency swaps that are cash flow hedges for the Group’s exposure to interest rate and currency risks on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the notional principal amounts that are denominated in the same or different currency, thus allowing the Group to raise borrowings at floating rates and swap them into fixed rates that are lower than those available if they borrowed at fixed rates directly. The fair value changes on the effective portion of interest rate and cross currency swaps designated as cash flow hedges are recognised in other comprehensive income and transferred to the income statement when the interest expense on the borrowings are recognised in the income statement. The fair value changes on the ineffective portion of the interest rate and cross currency swaps are recognised immediately in the income statement. Currency forwards are entered into to manage exposure to fluctuations in foreign currency exchange rates on highly probable forecast transactions. These contracts do not qualify for hedge accounting. 2.15 FAIR VALUE ESTIMATION OF FINANCIAL ASSETS AND LIABILITIES The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets are the current bid prices; the appropriate quoted market prices for financial liabilities are the current asking prices. The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analyses, are also used to determine the fair values of the financial instruments. The fair values of interest rate and cross currency swaps are calculated as the present value of the estimated future cash flows discounted at actively quoted interest and forward exchange rates. The fair values of currency forwards are determined using actively quoted forward exchange rates. Notes to the Financial Statements for the financial year ended june 49 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.15 FAIR VALUE ESTIMATION OF FINANCIAL ASSETS AND LIABILITIES (continued) The fair values of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at the current market interest rates that are available to the Group for similar financial liabilities. The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts. 2.16 OPERATING LEASES (a) When the Group is the lessee: Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income statement on a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in the income statement when incurred. (b) When the Group is the lessor: Leases of investment properties where the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is recognised in the income statement on a straight-line basis over the lease term. 2.17 INCOME TAXES Current income tax for current and prior periods is recognised at the amount expected to be paid to or be recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary, associated and joint venture companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Deferred income tax is measured: (a) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and (b) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. 50 Notes to the Financial Statements for the financial year ended june 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.17 INCOME TAXES (continued) Current and deferred income taxes are recognised as income or expense in the income statement, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred income tax arising from a business combination is adjusted against goodwill on acquisition. 2.18 PROVISIONS Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. 2.19 EMPLOYEE COMPENSATION (a) Defined contribution plans Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. (b) Share-based payment The Group operates an equity-settled, share-based payment plan. The value of the employee services received in exchange for the grant of shares and share options is charged to the income statement with a corresponding increase in the sharebased payment reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the shares and share options granted on the date of the grant. Non-market vesting conditions are included in the estimation of the number of shares and share options that are expected to vest on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares and share options that are expected to vest on the vesting date and recognises the impact of the revision of the estimates in the income statement, with a corresponding adjustment to the share-based payment reserve over the remaining vesting period. 2.20 CURRENCY TRANSLATION (a) Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollars, which is the functional currency of the Company. (b) Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the income statement, unless they arise from borrowings in foreign currencies qualifying as net investment in foreign operations. Those currency translation differences are recognised in other comprehensive income in the consolidated financial statements and transferred to the income statement as part of the gain or loss on disposal of the foreign operation. Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. Notes to the Financial Statements for the financial year ended june 51 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.20 CURRENCY TRANSLATION (continued) (c) Translation of Group entities’ financial statements The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet; (ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and (iii) All resulting currency translation differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 July 2005 are treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of the balance sheet. For acquisitions prior to 1 July 2005, the exchange rates at the dates of acquisition are used. 2.21 SEGMENT REPORTING Operating segments are reported in a manner consistent with the Group’s principal activities and internal reporting provided to management who are responsible for allocating resources and assessing the performance of the operating segments. Sales between segments are carried out at arm’s length. The revenue from external parties reported to management is measured in a manner consistent with that in the income statement. Management assesses the performance of the operating segments based on a measure of Earnings/(Losses) before interest and tax (“EBIT”). Interest income and finance costs are not allocated to the segments. The amounts provided to management with respect to total assets and liabilities are measured in a manner consistent with that of the financial statements. These assets and liabilities are allocated based on the operations of the segment. All assets and liabilities are allocated to reportable segments other than tax recoverable and current and deferred income tax. Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment and investment properties. 2.22 CASH AND CASH EQUIVALENTS For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include interest-bearing bank accounts, fixed deposits with financial institutions and cash and bank balances, which are subject to an insignificant risk of change in value. 2.23 SHARE CAPITAL AND TREASURY SHARES Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account. 52 Notes to the Financial Statements for the financial year ended june 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 2.23 SHARE CAPITAL AND TREASURY SHARES (continued) When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the consideration paid including any directly attributable incremental cost is presented as a component within equity attributable to the Company’s equity holders, until they are cancelled, sold or reissued. When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are purchased out of earnings of the Company. When treasury shares are subsequently sold or reissued pursuant to the employee share plans and share option scheme, the cost of the treasury shares is reversed from the treasury share account. 2.24 DIVIDENDS TO EQUITY HOLDERS OF THE COMPANY Dividends to equity holders of the Company are recognised when the dividends are approved for payment. 2.25 TRADE AND OTHER PAYABLES Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost, using the effective interest method. 3. REVENUE Group Revenue from sale of: – development properties – goods Rental income Management fees Dividend income 2011 $’000 2010 $’000 401,094 205,895 37,055 4,948 81 589,894 186,452 36,815 8,617 73 649,073 821,851 53 Notes to the Financial Statements for the financial year ended june 4. OTHER GAINS/LOSSES NET Group Interest income from: – joint venture companies – banks Gain on disposal of property, plant and equipment Fair value gains on investment properties Allowance for foreseeable losses on development properties Gain on capital reduction of joint venture companies Other miscellaneous gains 5. 2011 $’000 2010 $’000 5,257 2,658 957 74,616 (14,840) 10,201 1,988 7,544 2,394 949 5,140 – – 4,390 80,837 20,417 EXPENSES BY NATURE Group 2011 $’000 Depreciation of property, plant and equipment Employee compensation Fair value losses on derivative financial instruments Write-back of impairment on property, plant and equipment Write-down of inventory Write-off of property, plant and equipment Rental expense on operating leases Foreign exchange loss Development cost included in cost of sales Raw materials and finished goods 2010 $’000 11,100 75,892 238 (59) 1,108 389 48,219 1,387 188,446 78,863 12,149 68,575 68 (188) 508 411 47,253 1,371 335,299 70,305 Included in the Group’s rental expense on operating leases is contingent rent amounting to $3.1 million (2010: $3.8 million). 6. EMPLOYEE COMPENSATION Group Wages and salaries (including directors’ remuneration) Employer’s contribution to defined contribution plans including Central Provident Fund Share-based payment Please refer to Note 33(b) for directors’ remuneration. 2011 $’000 2010 $’000 66,750 60,364 5,729 3,413 5,392 2,819 75,892 68,575 54 7. Notes to the Financial Statements for the financial year ended june FINANCE COSTS Group Interest expense to banks 8. 2011 $’000 2010 $’000 39,868 31,295 INCOME TAXES (a) Income tax expense Group 2011 $’000 2010 $’000 Tax expense attributable to profit is made up of: Current income tax – Singapore – Foreign 50,634 12,510 26,704 8,758 Deferred income tax 63,144 (1,618) 35,462 17,829 61,526 53,291 (Over)/under provision in preceding financial years – Current income tax – Deferred income tax (2,161) (11,272) (639) 153 48,093 52,805 The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in estimating the capital allowances and the deductibility of certain expenses in determining the provision for income taxes. There are many transactions and calculations during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax provisions in the period in which such determination is made. The income tax expense on profit differs from the amount that would arise using the Singapore standard rate of income tax as explained below: Group Singapore standard rate of income tax Different tax rates in other countries Expenses not deductible for tax purposes Income not subject to tax Tax losses not recognised Utilisation of previously unrecognised tax losses and capital allowances 2011 % 2010 % 17.0 1.0 3.9 (7.4) 0.8 (0.1) 17.0 1.0 3.6 (2.8) 0.9 (0.3) 15.2 19.4 55 Notes to the Financial Statements for the financial year ended june 8. INCOME TAXES (continued) (a) Income tax expense (continued) The tax charge relating to each component of other comprehensive (expense)/income is as follows: Before tax $’000 2011 Cash flow hedges Currency translation differences Revaluation gains on property, plant and equipment Share of other comprehensive expense of associated and joint venture companies (5,403) (69,085) 10,340 (1,396) 2010 Cash flow hedges Currency translation differences Revaluation gains on property, plant and equipment Share of other comprehensive income of associated and joint venture companies Group Tax charge $’000 After tax $’000 – – (1,894) (5,403) (69,085) 8,446 – (1,396) (65,544) (1,894) (67,438) (3,674) (13,736) 4,186 – – (1,547) (3,674) (13,736) 2,639 6,108 (7,116) – 6,108 (1,547) (8,663) (b) Deferred income taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows: Group Deferred income tax liabilities to be settled after one year Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 85,665 97,241 – 2,342 Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group had unrecognised tax losses of $179.0 million (2010: $176.4 million) at the balance sheet date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unutilised tax losses in their respective countries of incorporation. These tax losses have no expiry date. 56 8. Notes to the Financial Statements for the financial year ended june INCOME TAXES (continued) (b) Deferred income taxes (continued) The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) during the financial year is as follows: Deferred income tax liabilities – Group Accelerated tax depreciation $’000 2011 Beginning of financial year Currency translation differences Charged/(credited) to: – other comprehensive income – income statement Revaluation gains $’000 Recognition of profits on percentage of completion $’000 Others $’000 Total $’000 4,898 (75) 49,181 (521) 44,197 – 358 (4) 98,634 (600) – 1,508 1,894 1,292 – (16,451) – (198) 1,894 (13,849) 6,331 51,846 27,746 156 86,079 4,713 21 46,328 541 27,307 – 230 7 78,578 569 – 164 1,547 765 – 16,890 – 121 1,547 17,940 4,898 49,181 44,197 358 98,634 Accelerated tax depreciation $’000 Provisions $’000 Tax losses $’000 Others $’000 Total $’000 End of financial year 2010 Beginning of financial year Currency translation differences Charged to: – other comprehensive income – income statement End of financial year Deferred income tax assets – Group 2011 Beginning of financial year Currency translation differences (Charged)/credited to income statement End of financial year 2010 Beginning of financial year Currency translation differences Credited/(charged) to income statement End of financial year 1,126 – (1,126) 20 (1) – 247 (17) 101 – (2) 66 1,393 (20) (959) – 19 331 64 414 992 – 134 19 1 – 354 11 (118) 57 1 (58) 1,422 13 (42) 1,126 20 247 – 1,393 57 Notes to the Financial Statements for the financial year ended june 8. INCOME TAXES (continued) (b) Deferred income taxes (continued) Deferred income tax liabilities – Company Revaluation gains/ (losses) $’000 2011 Beginning of financial year Credited to income statement End of financial year 2010 Beginning of financial year Charged to: – other comprehensive income – income statement End of financial year 3,310 (3,310) Others $’000 158 (158) Total $’000 3,468 (3,468) – – – 2,960 158 3,118 312 38 – – 312 38 3,310 158 3,468 Deferred income tax assets – Company Accelerated tax depreciation $’000 2011 Beginning of financial year Charged to income statement End of financial year 2010 Beginning of financial year Credited to income statement End of financial year 1,126 (1,126) – 992 134 1,126 58 9. Notes to the Financial Statements for the financial year ended june EARNINGS PER SHARE (a) Basic earnings per share Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year. Group Net profit attributable to equity holders of the Company ($’000) Weighted average number of ordinary shares in issue for basic earnings per share (’000) Basic earnings per share (cents) 2011 2010 314,180 779,181 160,750 777,945 40.32 20.66 (b) Diluted earnings per share Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume issuance of all dilutive potential ordinary shares from share plans and share options. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average share price of the Company’s shares for the financial year) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. Group 2011 $’000 2010 $’000 Net profit attributable to equity holders of the Company Adjustments for share options of: – a subsidiary company – an associated company 314,180 160,750 Net profit used to determine diluted earnings per share 313,535 160,665 ’000 779,181 ’000 777,945 3,758 287 2,644 386 783,226 780,975 40.03 20.57 Weighted average number of ordinary shares in issue for basic earnings per share Adjustments for: – share plans – share options Number of ordinary shares used to determine diluted earnings per share Diluted earnings per share (cents) (77) (568) (23) (62) 59 Notes to the Financial Statements for the financial year ended june 10. CASH AND CASH EQUIVALENTS Group Fixed deposits with financial institutions Cash and bank balances Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 411,818 92,417 540,254 53,800 173,971 15,020 327,364 4,443 504,235 594,054 188,991 331,807 Included in cash and cash equivalents of the Group are amounts held under Housing Developers (Project Account) (Amendment) Rules 1997, totalling $70.9 million (2010: $45.2 million), the use of which is subject to restrictions imposed by the aforementioned rules. The carrying amounts of cash and cash equivalents approximated their fair values. 11. DERIVATIVE FINANCIAL INSTRUMENTS Group 2011 Cash flow hedges – Interest rate and cross currency swaps Non-hedging instruments – Currency forwards Company Contract notional amount $’000 Fair value liability $’000 Contract notional amount $’000 530,252 (33,817) 125,000 10,331 (299) – (34,116) 2010 Cash flow hedges – Interest rate and cross currency swaps Non-hedging instruments – Currency forwards (6,286) – (6,286) 655,940 (28,414) 125,000 10,503 (61) – (28,475) Fair value liability $’000 (6,607) – (6,607) As at 30 June 2011, the fixed interest rate on HKD interest rate swap is 4.4% (2010: 4.4%) per annum, the fixed interest rate on USD interest rate swap is 2.8% (2010: 2.8%) per annum and the fixed interest rates on SGD interest rate swaps vary from 2.4% to 5.5% (2010: 2.4% to 5.5%) per annum. The main floating rates are Hong Kong Interbank Offered Rate, London Interbank Offered Rate and Singapore Swap Offered Rate. Interest rate swaps are entered into to hedge floating rate borrowings that will mature between March 2012 to October 2014. Fair value gains and losses on the interest rate swaps recognised in the cash flow hedge reserve are reclassified to the income statement as part of finance costs or capitalised in the costs of the properties under development over the period of the borrowings. Please refer to Note 2.14 for details of the financial instruments and hedging policies. 60 Notes to the Financial Statements for the financial year ended june 12. TRADE AND OTHER RECEIVABLES CURRENT Group 2011 $’000 Trade receivables Allowance for impairment of receivables Company 2010 $’000 2011 $’000 2010 $’000 187,749 (920) 27,088 (1,704) – – 40 – 186,829 25,384 – 40 – – – – 436,749 (159,821) 424,040 (153,327) – – 276,928 270,713 18,144 17,437 356 319 Due from non-controlling interests – non-trade [Note 12(ii)] 4,892 – – – Dividend receivable 2,786 – – – 212,651 42,821 277,284 271,072 Due from subsidiary companies – non-trade [Note 12(i)] Allowance for impairment of receivables Due from associated and joint venture companies - non-trade [Note 12(ii)] Total current receivables (i) Amounts due from subsidiary companies are unsecured and repayable on demand. Included in the amounts due from subsidiary companies are fixed interest rate receivables of $223.7 million (2010: $231.9 million). (ii) Amounts due from associated and joint venture companies and non-controlling interests are unsecured, interest-free and repayable on demand. The carrying amounts of current trade and other receivables approximated their fair values. 13. INVENTORIES Group Raw materials Work-in-progress Finished goods 2011 $’000 2010 $’000 918 68 17,798 1,204 392 14,870 18,784 16,466 The cost of inventories recognised as expense and included in “cost of sales” amounted to $78.9 million (2010: $70.3 million). 61 Notes to the Financial Statements for the financial year ended june 14. DEVELOPMENT PROPERTIES Group 2011 $’000 2010 $’000 1,011,084 531,074 142,269 919,307 455,178 128,329 Attributable profits Allowance for foreseeable losses 1,684,427 504,880 (75,200) 1,502,814 407,673 (67,687) Progress payments received and receivable 2,114,107 (980,440) 1,842,800 (438,737) 1,133,667 141,484 1,404,063 18,939 1,275,151 1,423,002 894,205 1,147,841 11,071 21,618 Properties under development Land, at cost Development costs Overhead expenditure capitalised Properties held for sale Value of properties under development mortgaged to secure long term banking facilities granted (Note 24) Total interest capitalised during the financial year The major development properties are as follows: Location Type of development Singapore Helios Residences at 140 units of Cairnhill Circle apartments Tenure % of completion Expected at completion 30.06.2011 date Land area (Sq m) Gross Group’s floor interest in area property (Sq m) (%) Freehold 100 n/a 7,399 20,717 100 Belle Vue Residences 176 units of at Oxley Walk condominium housing Freehold 100 n/a 23,004 32,205 60 L’VIV at Newton Road 147 units of apartments Freehold 15 2013 3,984 11,156 100 Le Nouvel Ardmore at 1A, Ardmore Park 43 units of condominium housing Freehold 7 2013 5,624 15,746 100 Leasehold 5 2014 22,744 47,763 100 Foresque Residences 496 units of at Petir Road condominium housing 62 Notes to the Financial Statements for the financial year ended june 14. DEVELOPMENT PROPERTIES (continued) Location Type of development Tenure % of completion Expected at completion 30.06.2011 date Malaysia Sering Ukay at Mukim of Ulu Klang, Gombak, Selangor 187 units of semi-detached houses and bungalows Freehold Phase 3 Verticas Residences at Section 57, Town of Kuala Lumpur 423 units of condominium housing Freehold Towers A, B, C, D Kondominium Le Nouvel at Section 43, Town of Kuala Lumpur 197 units of condominium housing Kondominium Nobleton Crest at Jalan U-Thant, Town of Kuala Lumpur Land area (Sq m) Gross Group’s floor interest in area property (Sq m) (%) – – 188,151 68,655 60.4 36 2012 9,764 91,748 60.4 Freehold – 2014 6,084 50,033 60.4 25 units of condominium housing Freehold – 2013 4,047 12,935 60.4 Taman Seri Impian at Mukim 14 and 15, Daerah Seberang Perai Tengah, Pulau Pinang 34 units of terrace and semidetached houses, bungalows and shop offices Freehold Phase 6 32 2012 4,517 8,140 60.4 Taman Nagasari at Mukim 6, Province Wellesley Central, 13600 Pulau Pinang 310 units of flats and vacant land Freehold Blocks A, B – – 27,883 19,068 60.4 Taman Bukit Minyak Utama at Mukim 14, Daerah Seberang Perai Tengah, Pulau Pinang 492 units of terrace and semi-detached houses and shop houses Freehold Phase 1A Phase 2 Phase 3 Phase 4 78 96 14 – 2011 2011 2013 2014 118,164 113,989 60.4 63 Notes to the Financial Statements for the financial year ended june 14. DEVELOPMENT PROPERTIES (continued) Location Malaysia (continued) Sentral Greens at Mukim 13, Tempat Relau, Daerah Timur Laut, Pulau Pinang Plaza DNP at 14-A and 59 Jalan Dato Abdullah Tahir, 80300 Johor Bahru, Johor Type of development Tenure % of completion Expected at completion 30.06.2011 date Land area (Sq m) Gross Group’s floor interest in area property (Sq m) (%) 54 units of terrace and semi-detached houses Freehold 100 n/a 18,666 14,035 60.4 594 units of apartment and commercial podium Freehold Phase 1 Phase 2 100 – n/a – 37,367 265,139 60.4 58 2012 41,578 69,921 60.4 Impiana Commercial 83 units of Hub at Mukim 14, shop houses Daerah Seberang Perai Tengah, Pulau Pinang Freehold Vacant land at Pekan Penaga, District of Petaling, Selangor – 99-year lease expiring 2093 – – 38,155 n/a 60.4 Vacant land at Section 89A, Town of Kuala Lumpur – Freehold – – 8,645 n/a 60.4 Vacant land at Mukim 14 - 16, Daerah Seberang Perai Tengah, Pulau Pinang – Freehold – – 707,011 n/a 60.4 Vacant land at Mukim 17, Batu Ferringhi, Pulau Pinang – Freehold – – 2,282 n/a 60.4 64 Notes to the Financial Statements for the financial year ended june 14. DEVELOPMENT PROPERTIES (continued) Location Type of development % of completion Expected at completion 30.06.2011 date Tenure Land area (Sq m) Gross Group’s floor interest in area property (Sq m) (%) The People’s Republic of China The Lakeview at 190 units No. 63 Xinggang of apartments Street, Suzhou Industrial Park 70-year Phase 3 lease expiring 2066 60 2011 9,740 31,528 75 The Lakeside at No.1 Xingzhou Street, Suzhou Industrial Park 70-year Phase 2 lease expiring 2066 – – 19,518 18,990 75 Mixed development comprising townhouses, bungalows and apartments n/a: not applicable 15. OTHER CURRENT ASSETS Group Deposits Prepayments Sundry receivables Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 10,704 29,045 8,895 9,832 22,197 6,060 49 543 2,023 163 697 2,027 48,644 38,089 2,615 2,887 The carrying amounts of deposits and sundry receivables approximated their fair values. 16. AVAILABLEFORSALE FINANCIAL ASSETS Group Beginning and end of financial year Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 7,170 7,170 3,189 3,189 The available-for-sale financial assets comprised unquoted equity shares in Singapore. 65 Notes to the Financial Statements for the financial year ended june 17. TRADE AND OTHER RECEIVABLES NONCURRENT Group Loans to subsidiary companies [Note 17(i)] Allowance for impairment of receivables Loans to joint venture companies [Note 17(ii)] Allowance for impairment of receivables Loans to non-controlling interests [Note 17(iii)] Total non-current receivables Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 – – – – 631,936 (13,382) 507,178 (11,108) – – 618,554 496,070 205,739 (11,928) 213,587 (12,541) – – – – 193,811 201,046 – – 3,979 21,643 – – 197,790 222,689 618,554 496,070 (i) Loans to subsidiary companies are unsecured, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. Included in the loans to subsidiary companies are fixed interest rate receivables of $210.1 million (2010: $277.6 million). The interest-free loans to subsidiary companies are intended to be a long-term source of additional capital for the subsidiary companies. As a result, management considers such loans to be in substance part of the Company’s net investment in these subsidiary companies and has accounted for these loans in accordance with Note 2.5. (ii) Loans to joint venture companies are unsecured, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. Included in the loans to joint venture companies are fixed interest rate receivables of $204.2 million (2010: $211.9 million). The interest-bearing loans to joint venture companies amounting to $186.4 million (2010: $191.1 million) are subordinated to banking facilities of $893.8 million (2010: $893.8 million) granted by banks to the said joint venture companies. (iii) Loans by certain subsidiary companies to non-controlling interests are made proportionate to the shareholders’ equity stake in the subsidiary companies on a pari passu basis. The loans are unsecured, interest-free, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. The carrying amounts of non-current trade and other receivables approximated their fair values. 66 Notes to the Financial Statements for the financial year ended june 18. INVESTMENT IN AN ASSOCIATED COMPANY Group 2011 $’000 2010 $’000 Carrying amount of quoted investment in an associated company 554,027 514,662 The above carrying amount included the following: – Share of an associated company’s other comprehensive income – Share of an associated company’s net profit 7,379 105,761 6,390 24,177 The summarised financial information of an associated company, not adjusted for the proportionate ownership interest held by the Group, is as follows: Group 2011 $’000 Assets Liabilities Revenue Net profit Share of an associated company’s contingent liabilities incurred jointly with other investors Market value of quoted equity shares 3,127,945 (1,188,076) 306,043 384,865 2010 $’000 3,072,658 (1,308,648) 445,928 115,907 – 26,469 231,200 187,199 As at 30 June 2011, the carrying value of quoted equity shares is higher than the market value. The directors consider the carrying value of investment in the associated company appropriate, after having evaluated various qualitative and quantitative factors including the historical financial performance of the associated company. Details of the Group’s associated company are listed in Note 35 to the financial statements. 67 Notes to the Financial Statements for the financial year ended june 19. INVESTMENTS IN JOINT VENTURE COMPANIES The following amounts represent the Group’s share of the assets, liabilities, revenue and expenses of the joint venture companies which are included in the consolidated balance sheet and consolidated income statement using equity accounting. Group 2011 $’000 2010 $’000 725,492 40,504 686,650 28,666 765,996 715,316 (142,609) (433,618) (163,636) (402,223) (576,227) (565,859) 189,769 149,457 262,447 (191,703) (12,284) 150,581 (118,024) (5,064) 58,460 27,493 Assets – Current assets – Non-current assets Liabilities – Current liabilities – Non-current liabilities Net assets Revenue Expenses Income tax expense Net profit The Group’s share of the capital commitments of the joint venture companies were as follows: Group Contracted but not provided for 2011 $’000 2010 $’000 147,122 179,651 Details of the Group’s joint venture companies are listed in Note 35 to the financial statements. 20. INVESTMENTS IN SUBSIDIARY COMPANIES Company 2011 $’000 2010 $’000 Beginning of financial year Write-back of allowance for impairment 252,392 – 250,369 2,023 End of financial year 252,392 252,392 Details of the Group’s subsidiary companies are listed in Note 35 to the financial statements. 68 Notes to the Financial Statements for the financial year ended june 21. INVESTMENT PROPERTIES Group 2011 $’000 Company 2010 $’000 Beginning of financial year Fair value gains recognised in income statement Transfer from/(to) property, plant and equipment Transfer to development properties Additional expenditure Disposals Currency translation differences 486,028 74,616 701 (1,856) 4,438 – (3,717) 480,883 5,140 (2,075) – – – 2,080 End of financial year 560,210 486,028 2011 $’000 2010 $’000 82,000 – – – – (82,000) – 82,000 – – – – – – – 82,000 The major investment properties are as follows: Location Description Tenure 9-storey warehouse and office building Freehold Winsland House I at 3 Killiney Road (1st to 9th floor) 10-storey commercial building Winsland House II at 163 Penang Road Singapore 105 Tampines Road Lettable area (Sq m) Group’s interest in property (%) 9,257 100 99-year lease expiring 2082 13,287 100 8-storey commercial building 99-year lease expiring 2093 7,287 100 Winsland House II at 165 Penang Road Conservation house 99-year lease expiring 2093 534 100 Lanson Place Winsland Residences at 167 Penang Road 9-storey serviced apartments 99-year lease expiring 2093 6,030 100 132 units of condominium housing Freehold 22,702 60.4 8-storey commercial building 50-year lease expiring 2046 8,255 75 Malaysia Lanson Place Kondominium No. 8 at Section 89A, Town of Kuala Lumpur The People’s Republic of China Singa Plaza at No. 8 Jinji Hu Road, Suzhou Industrial Park 69 Notes to the Financial Statements for the financial year ended june 21. INVESTMENT PROPERTIES (continued) Investment properties are carried at fair values at the balance sheet date as determined by independent professional valuers based on the Direct Market Comparison Method and Investment Method. Investment properties are leased to third parties under operating leases (Note 30). Investment properties with a total valuation of $508.4 million (2010: $443.8 million) were mortgaged to banks to secure long term banking facilities granted to the subsidiary companies (Note 24). The following amounts are recognised in the income statement: Group Rental income Direct operating expenses arising from investment properties that generated rental income 2011 $’000 2010 $’000 31,584 33,366 (9,998) (9,812) 70 Notes to the Financial Statements for the financial year ended june 22. PROPERTY, PLANT AND EQUIPMENT Freehold land Leasehold land and buildings and buildings $’000 $’000 Motor vehicles $’000 Office Furniture equipment and fittings $’000 $’000 Total $’000 GROUP 2011 Cost or valuation Beginning of financial year Cost Valuation – 101,278 1,147 49,473 4,676 – 16,230 – 40,741 – 62,794 150,751 Transfer to investment properties Additions Additional expenditure on property Disposals Write-off Revaluation (losses)/gains Currency translation differences 101,278 – 1 6,920 (898) – (1,056) (2,169) 50,620 (701) 2 – – – 7,615 (507) 4,676 – 1,496 – (616) – – (208) 16,230 – 2,837 – (442) (146) – (755) 40,741 – 9,631 – (361) (2,798) – (1,241) 213,545 (701) 13,967 6,920 (2,317) (2,944) 6,559 (4,880) End of financial year 104,076 57,029 5,348 17,724 45,972 230,149 Representing: Cost Valuation – 104,076 – 57,029 5,348 – 17,724 – 45,972 – 69,044 161,105 104,076 57,029 5,348 17,724 45,972 230,149 1,342 1,082 – – – (2,072) (40) 2,141 1,011 (506) – – – (142) 7,189 2,135 (318) – (119) – (709) 24,395 6,174 (111) – (2,436) – (961) 36,992 11,100 (1,277) 67 (2,555) (3,907) (1,915) Accumulated depreciation and impairment losses Beginning of financial year Depreciation charge Disposals Impairment loss Write-off Revaluation adjustments Currency translation differences 1,925 698 (342) 67 – (1,835) (63) End of financial year 450 312 2,504 8,178 27,061 38,505 Net book value End of financial year 103,626 56,717 2,844 9,546 18,911 191,644 71 Notes to the Financial Statements for the financial year ended june 22. PROPERTY, PLANT AND EQUIPMENT (continued) Freehold land Leasehold land and buildings and buildings $’000 $’000 Motor vehicles $’000 Office Furniture equipment and fittings $’000 $’000 Total $’000 GROUP 2010 Cost or valuation Beginning of financial year Cost Valuation – 99,462 491 49,066 4,237 – 13,118 – 40,485 – 58,331 148,528 Transfer from investment properties Additions Disposals Write-off Revaluation gains Currency translation differences 99,462 – – (55) – 306 1,565 49,557 2,075 874 (3,000) – 734 380 4,237 – 1,039 (701) (41) – 142 13,118 – 3,032 (125) (429) – 634 40,485 – 6,998 (22) (7,602) – 882 206,859 2,075 11,943 (3,903) (8,072) 1,040 3,603 End of financial year 101,278 50,620 4,676 16,230 40,741 213,545 Representing: Cost Valuation – 101,278 1,147 49,473 4,676 – 16,230 – 40,741 – 62,794 150,751 101,278 50,620 4,676 16,230 40,741 213,545 Accumulated depreciation and impairment losses Beginning of financial year Depreciation charge Disposals Impairment loss/(write-back of impairment) Write-off Revaluation adjustments Currency translation differences 3,549 696 – 1,428 1,033 (765) – – (2,368) 48 366 – (778) 58 1,569 1,008 (529) – – – 93 5,522 2,125 (103) 23,634 7,287 (3) 35,702 12,149 (1,400) (595) (368) – 608 41 (7,293) – 729 (188) (7,661) (3,146) 1,536 End of financial year 1,925 1,342 2,141 7,189 24,395 36,992 Net book value End of financial year 99,353 49,278 2,535 9,041 16,346 176,553 72 Notes to the Financial Statements for the financial year ended june 22. PROPERTY, PLANT AND EQUIPMENT (continued) COMPANY 2011 Cost or valuation Beginning of financial year Cost Valuation Additions Disposals Freehold land and buildings $’000 Motor vehicles $’000 Office Furniture equipment and fittings $’000 $’000 – 8,400 1,659 – 4,935 – 2,401 – 8,995 8,400 8,400 – (8,400) 1,659 755 (292) 4,935 628 (145) 2,401 – (329) 17,395 1,383 (9,166) Total $’000 End of financial year – 2,122 5,418 2,072 9,612 Representing: Cost – 2,122 5,418 2,072 9,612 Accumulated depreciation Beginning of financial year Depreciation charge Disposals – 9 (9) 957 349 (292) 735 82 (43) 766 205 (98) 2,458 645 (442) End of financial year – 1,014 774 873 2,661 Net book value End of financial year – 1,108 4,644 1,199 6,951 73 Notes to the Financial Statements for the financial year ended june 22. PROPERTY, PLANT AND EQUIPMENT (continued) Freehold land and buildings $’000 Motor vehicles $’000 COMPANY 2010 Cost or valuation Beginning of financial year Cost Valuation – 8,094 2,184 – 3,439 – 7,445 – 13,068 8,094 Additions Disposals Write-off Revaluation gain 8,094 – – – 306 2,184 – (525) – – 3,439 1,721 (20) (205) – 7,445 – (88) (4,956) – 21,162 1,721 (633) (5,161) 306 End of financial year 8,400 1,659 4,935 2,401 17,395 Representing: Cost Valuation – 8,400 1,659 – 4,935 – 2,401 – 8,995 8,400 8,400 1,659 4,935 2,401 17,395 5,352 253 – (4,839) – 8,603 853 (405) (5,043) (1,550) Accumulated depreciation Beginning of financial year Depreciation charge Disposals Write-off Revaluation adjustment 1,505 45 – – (1,550) Office Furniture equipment and fittings $’000 $’000 947 411 (401) – – 799 144 (4) (204) – Total $’000 End of financial year – 957 735 766 2,458 Net book value End of financial year 8,400 702 4,200 1,635 14,937 The freehold and leasehold land and buildings of the Group and the Company were valued by independent professional valuers based on the Direct Market Comparison Method and Investment Method at the balance sheet date. If the freehold and leasehold land and buildings stated at valuation were included in the financial statements at cost less accumulated depreciation, their net book values would be as follows: Group Freehold land and buildings Leasehold land and buildings Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 43,574 45,852 39,948 48,334 – – 718 – 74 Notes to the Financial Statements for the financial year ended june 22. PROPERTY, PLANT AND EQUIPMENT (continued) The major properties included in freehold and leasehold land and buildings are as follows: Location Lettable area (Sq m) Description Tenure 10-storey warehouse and office building and a 5-storey canteen Freehold 18,043 19 Valley Road 16 units of apartments in a 4-storey building Freehold 1,665 Winsland House I at 3 Killiney Road (Basement 1 and 10th floor) 10-storey commercial building 99-year lease expiring 2082 2,764 Malaysia 166-A, Rifle Range Road, 11400 Pulau Pinang 5-storey commercial building 99-year lease expiring 2109 11,136 Lanson Place Ambassador Row Residences at 1 Jalan Ampang Hilir, 55000 Kuala Lumpur 221 units of serviced apartments in a 20-storey building Freehold 17,452 Singapore 107 Tampines Road Property, plant and equipment with net book values amounting to $78.2 million (2010: $74.9 million) were mortgaged to banks to secure long term banking facilities granted to subsidiary companies (Note 24). 23. TRADE AND OTHER PAYABLES Group Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 – – 152,385 150,105 22,766 4,843 – – 4,378 4,378 – – Due to non-controlling interests – non-trade [Note 23(iii)] 34,933 – – – Accrued project costs Accrued operating expenses Trade creditors Other creditors Tenancy deposits 58,308 57,667 29,171 12,649 2,466 39,369 48,930 28,785 22,767 2,989 – 8,046 – 1,697 – – 9,832 – 1,801 194 160,261 142,840 9,743 11,827 222,338 152,061 162,128 161,932 Due to subsidiary companies – non-trade [Note 23(i)] Due to associated and joint venture companies – non-trade [Note 23(ii)] Due to an investee company – non-trade [Note 23(ii)] Total trade and other payables (i) Non-trade amounts due to subsidiary companies are unsecured and repayable on demand. Included in the amounts due to subsidiary companies are fixed interest rate payables of $29.4 million (2010: $40.7 million) and floating interest rate payables of $17.7 million (2010: $19.7 million). 75 Notes to the Financial Statements for the financial year ended june 23. TRADE AND OTHER PAYABLES (continued) (ii) Non-trade amounts due to associated, joint venture and investee companies are unsecured, interest-free and repayable on demand. (iii) Non-trade amounts due to non-controlling interests are unsecured and repayable on demand. Included in the amounts due to non-controlling interests are fixed interest rate payables of $11.4 million (2010: Nil). The carrying amounts of trade and other payables approximated their fair values. 24. BORROWINGS Group Current – Secured term loans – Unsecured bank loans – Unsecured medium term notes due 2011 Non-current – Secured bank loans – Unsecured bank loans – Unsecured medium term notes due 2015 Total borrowings Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 160,239 6,887 – 2,906 7,749 100,000 – – – – – 100,000 167,126 110,655 – 100,000 588,871 303,220 120,000 761,623 343,394 120,000 – 125,000 120,000 – 145,000 120,000 1,012,091 1,225,017 245,000 265,000 1,179,217 1,335,672 245,000 365,000 The carrying amounts of borrowings approximated their fair values. (a) Interest rate risks The exposure of the borrowings of the Group and of the Company to interest rate changes and the contractual repricing dates at the balance sheet date are as follows: Group Less than one year Between one and two years Between two and five years Over five years Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 556,997 166,654 386,566 69,000 491,093 – 844,579 – – 100,000 145,000 – 120,000 – 245,000 – 1,179,217 1,335,672 245,000 365,000 (b) Security granted The Group’s secured borrowings are generally secured by mortgages on certain development properties (Note 14), investment properties (Note 21) and property, plant and equipment (Note 22) and assignment of all rights, titles and benefits with respect to the properties. 76 Notes to the Financial Statements for the financial year ended june 25. DIVIDENDS Group and Company 2011 2010 $’000 $’000 Dividends paid in respect of the preceding financial year First and final dividend of 3 cents per share (2010: 3 cents per share) Special dividend of 2 cents per share (2010: 1 cent per share) 23,374 15,583 23,332 7,778 38,957 31,110 The directors have recommended a first and final dividend in respect of the financial year ended 30 June 2011 of 3 cents per share and a special dividend of 4 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 2012. The proposed first and final dividend and special dividend in respect of the financial year ended 30 June 2010 have been accounted for in the shareholders’ equity as an appropriation of retained earnings in the current financial year. 26. OTHER NONCURRENT LIABILITIES Group Tenancy deposits Loans from non-controlling interests Retention payable Others Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 4,948 28,559 8,042 7,270 3,874 105,636 11,042 3,066 – – – 9,655 189 – – 9,655 48,819 123,618 9,655 9,844 Loans from non-controlling interests are unsecured, have no fixed terms of repayment and are not expected to be repayable within the next 12 months. Included in the loans from non-controlling interests are fixed interest rate amounts of Nil (2010: $52.5 million). The carrying amounts of other non-current liabilities approximated their fair values. 27. SHARE CAPITAL Group and Company Issued share capital Number of ordinary shares Amount ’000 $’000 2011 Beginning of financial year Issue of shares on exercise of share options 793,889 38 838,200 50 End of financial year 793,927 838,250 2010 Beginning of financial year Issue of shares on exercise of share options 793,460 429 837,690 510 End of financial year 793,889 838,200 77 Notes to the Financial Statements for the financial year ended june 27. SHARE CAPITAL (continued) The issued and paid up capital increased due to the issuance of 38,500 (2010: 428,300) new ordinary shares upon the exercise of employee share options. The newly issued shares rank pari passu in all respects with the previously issued shares. All issued ordinary shares are fully paid. There is no par value for these ordinary shares. (a) The Wing Tai Holdings Limited (2001) Share Option Scheme (the “Scheme”) The Scheme was approved and adopted by the members of the Company at an Extraordinary General Meeting (“EGM”) held on 31 August 2001. The Scheme was terminated by the members of the Company at an EGM held on 30 October 2008 (without prejudice to the rights of holders of options thereunder in respect of options which have been granted). Details of the movement in the options granted under the Scheme on the unissued ordinary shares of the Company during the year were as follows: As at 01.07.2010 Number of options exercised Number of options forfeited As at 30.06.2011 2011 02.11.2001 19.11.2004 30.09.2005 05.09.2006 06.09.2007 22,000 294,800 668,900 1,269,300 2,024,000 – 7,700 23,100 17,500 – – – 6,600 12,100 44,000 22,000 287,100 639,200 1,239,700 1,980,000 Total 4,279,000 48,300 62,700 4,168,000 As at 01.07.2009 Number of options exercised 2010 02.11.2001 19.11.2004 30.09.2005 05.09.2006 06.09.2007 22,000 480,700 808,900 1,419,000 2,079,000 – 185,900 132,300 110,100 – – – 7,700 39,600 55,000 22,000 294,800 668,900 1,269,300 2,024,000 Total 4,809,600 428,300 102,300 4,279,000 Date of grant Date of grant Number of options As at forfeited 30.06.2010 Exercise price ($) 0.616 0.849 1.300 1.645 3.136 Exercise price ($) 0.616 0.849 1.300 1.645 3.136 Expiry date 01.11.2011 18.11.2014 29.09.2015 04.09.2016 05.09.2017 Expiry date 01.11.2011 18.11.2014 29.09.2015 04.09.2016 05.09.2017 Out of the outstanding options on 4,168,000 (2010: 4,279,000) shares, options on 4,168,000 (2010: 3,429,000) shares are exercisable. Options exercised during the financial year resulted in 38,500 (2010: 428,300) new ordinary shares being issued and 9,800 (2010: Nil) treasury shares being reissued at an average price of $1.35 (2010: $1.19) per share. The weighted average share price at the time of exercise was $1.73 (2010: $1.84) per share. (b) Share Plans The Wing Tai Performance Share Plan (“Wing Tai PSP”) and the Wing Tai Restricted Share Plan (“Wing Tai RSP”) (collectively referred to as the “Share Plans”) were adopted by the members of the Company at an EGM held on 30 October 2008. 78 Notes to the Financial Statements for the financial year ended june 27. SHARE CAPITAL (continued) (b) Share Plans (continued) Wing Tai PSP On 1 September 2010, awards were granted by the Company to qualifying employees pursuant to the Wing Tai PSP in respect of 175,000 shares of the Company. Under the Wing Tai PSP, performance conditions are set over a three-year performance period. A specified number of shares will be released by the Committee to the participants at the end of the performance period, provided the threshold targets are achieved. Details of the movement in the awards of the Company during the year were as follows: As at 01.07.2010 Number of shares granted Number of shares forfeited As at 30.06.2011 2011 03.09.2009 01.09.2010 146,000 – – 175,000 – – 146,000 175,000 Total 146,000 175,000 – 321,000 As at 01.07.2009 Number of shares granted Number of shares forfeited As at 30.06.2010 – 163,000 17,000 146,000 Date of grant Date of grant 2010 03.09.2009 Wing Tai RSP On 1 September 2010, awards were granted by the Company to qualifying employees pursuant to the Wing Tai RSP in respect of 2,125,000 shares of the Company. Under the Wing Tai RSP, performance conditions are set over a one-year performance period. A specified number of shares will be awarded to eligible participants at the end of the performance period depending on the extent of achievement of the performance conditions established. The shares have a vesting schedule of three years. The participant will receive fully paid shares, without any cash consideration payable by the participant. Details of the movement in the awards of the Company during the year were as follows: As at 01.07.2010 Number of shares granted Number of shares released Number of shares forfeited As at 30.06.2011 2011 18.05.2009 03.09.2009 01.09.2010 1,474,900 1,257,000 – – – 2,125,000 632,100 377,100 – – 9,100 22,000 842,800 870,800 2,103,000 Total 2,731,900 2,125,000 1,009,200 31,100 3,816,600 As at 01.07.2009 Number of shares granted Number of shares released Number of shares forfeited As at 30.06.2010 2010 18.05.2009 03.09.2009 2,246,000 - 1,344,000 663,300 - 107,800 87,000 1,474,900 1,257,000 Total 2,246,000 1,344,000 663,300 194,800 2,731,900 Date of grant Date of grant 79 Notes to the Financial Statements for the financial year ended june 27. SHARE CAPITAL (continued) (b) Share Plans (continued) The fair values of the awards granted pursuant to the Wing Tai PSP and the Wing Tai RSP on 1 September 2010 (2010: 3 September 2009) determined using the Monte Carlo simulation model was $0.2 million (2010: $0.2 million) and $3.2 million (2010: $2.2 million) respectively. The significant inputs into the model were share price at grant date of $1.61 (2010: $1.71) per share, standard deviation of expected share price returns of 58.3% (2010: 58.5%), dividend yield of 3.4% (2010: 2.1%) and annual risk-free interest rates of 0.4% [one-year], 0.5% [two-years] and 0.5% [three-years] (2010: 0.4% [one-year], 0.5% [two-years] and 0.6% [three-years]). The volatility measured at the standard deviation of expected share price returns is based on the statistical analysis of monthly share prices over the past three years. 28. OTHER RESERVES Group Share-based payment reserve Cash flow hedge reserve Asset revaluation reserve Share of capital reserves of associated and joint venture companies Currency translation reserve Treasury shares reserve Statutory reserve (a) Share-based payment reserve Beginning of financial year Employee share plans and share option scheme: – Value of employee services (Notes 6 and 27) – Reissuance of treasury shares Attributable to non-controlling interests End of financial year (b) Cash flow hedge reserve Beginning of financial year Fair value losses Transfer to: – development properties – income statement End of financial year Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 9,829 (33,817) 89,294 7,705 (28,414) 82,181 9,359 (6,286) – 7,433 (6,607) 7,429 18,840 (134,707) (15,823) 972 20,476 (74,752) (16,968) 972 – – (15,823) – – – (16,968) – (65,412) (8,800) (12,750) (8,713) 7,705 5,641 7,433 5,383 3,413 (1,130) (159) 2,819 (743) (12) 3,056 (1,130) – 2,793 (743) – 9,829 7,705 9,359 7,433 (28,414) (21,411) (24,740) (19,581) (6,607) (3,095) (3,226) (6,679) 3,382 12,626 4,509 11,398 – 3,416 – 3,298 (33,817) (28,414) (6,286) (6,607) 80 Notes to the Financial Statements for the financial year ended june 28. OTHER RESERVES (continued) Group 2011 $’000 (c) Asset revaluation reserve Beginning of financial year 82,181 Revaluation gains on property, plant and equipment 10,466 Deferred income tax charged to equity [Note 8(b)] (1,894) Transfer to retained earnings upon realisation (317) Reversal of impairment loss to income statement (126) Attributable to non-controlling interests (1,016) End of financial year (d) Share of capital reserves of associated and joint venture companies Beginning of financial year Share of capital reserves of: – an associated company – joint venture companies Attributable to non-controlling interests End of financial year (e) Currency translation reserve Beginning of financial year Translation of financial statements of foreign subsidiary, associated and joint venture companies Translation of foreign currency denominated loans which form part of net investment in subsidiary companies Liquidation of joint venture companies Liquidation of subsidiary companies Attributable to non-controlling interests End of financial year (f ) Treasury shares reserve Beginning of financial year Reissuance of treasury shares End of financial year Company 2010 $’000 2011 $’000 2010 $’000 79,855 7,429 5,885 4,186 – 1,856 (1,547) (879) – 566 – (7,429) – – (312) – – – 89,294 82,181 – 7,429 20,476 14,576 – – – – – – – – 7,379 (8,775) (240) 6,390 (282) (208) 18,840 20,476 – – (74,752) (55,512) – – (61,783) (3,329) – – (7,302) (819) 335 9,614 (10,407) – – (5,504) – – – – – – – – (134,707) (74,752) – – (16,968) 1,145 (17,711) 743 (16,968) 1,145 (17,711) 743 (15,823) (16,968) (15,823) (16,968) 81 Notes to the Financial Statements for the financial year ended june 28. OTHER RESERVES (continued) Group 2011 $’000 (g) Statutory reserve Beginning of financial year Liquidation of a joint venture company Transfer from retained earnings Attributable to non-controlling interests End of financial year Total other reserves Company 2010 $’000 2011 $’000 2010 $’000 972 (315) – 315 774 – 264 (66) – – – – – – – – 972 972 – – (65,412) (8,800) (12,750) (8,713) Capital reserves of associated and joint venture companies arise from currency translation and other reserves which are not distributable. Included in the issued ordinary shares of the Company as at 30 June 2011 was 14,139,700 (2010: 15,158,700) treasury shares held by the Company. The Company reissued 1,019,000 (2010: 663,300) treasury shares during the financial year pursuant to the Wing Tai RSP and share options. The purchase cost of the treasury shares reissued amounted to $1.1 million (2010: $0.7 million). The total consideration for the treasury shares reissued which comprised the value of employee services amounted to $1.1 million (2010: $0.7 million). 29. RETAINED EARNINGS (a) Retained earnings of the Group are distributable except for accumulated retained earnings of associated and joint venture companies amounting to $326.1 million (2010: $185.5 million), and the amount of $15.8 million (2010: $17.0 million) utilised to purchase treasury shares. Retained earnings of the Company are distributable except for the amount of $15.8 million (2010: $17.0 million) utilised to purchase treasury shares. (b) Movement in retained earnings for the Company were as follows: Company Beginning of financial year Net profit Realisation of reserves Dividends paid (Note 25) End of financial year 2011 $’000 2010 $’000 73,928 55,501 7,429 (38,957) 73,242 31,796 – (31,110) 97,901 73,928 82 Notes to the Financial Statements for the financial year ended june 30. COMMITMENTS (a) Capital commitments Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements, excluding those relating to investments in joint venture companies (Note 19), are as follows: Group Commitments in respect of contracts placed 2011 $’000 2010 $’000 289,073 102,621 (b) Operating lease commitments – where the Group is a lessee The Group leases various retail units under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows: Group Not later than one year Between one and five years 2011 $’000 2010 $’000 39,903 55,988 36,080 65,518 95,891 101,598 (c) Operating lease commitments – where the Group is a lessor The Group and the Company lease out office units and serviced apartments under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The future minimum lease receivables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as receivables, are as follows: Group Not later than one year Between one and five years Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 23,338 33,192 18,245 12,986 – – 1,175 826 56,530 31,231 – 2,001 83 Notes to the Financial Statements for the financial year ended june 31. CONTINGENT LIABILITIES The details and estimates of maximum amounts of contingent liabilities, excluding those relating to investment in an associated company (Note 18), are as follows: Group Financial guarantees issued to banks for credit facilities granted to: – subsidiary companies – joint venture companies Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 – 8,280 – 16,912 221,120 8,280 251,938 16,912 8,280 16,912 229,400 268,850 The Company has given financial guarantees for all liabilities incurred under a tender bond facility of a subsidiary company amounting to $15.0 million (2010: $15.0 million) granted by a bank to the subsidiary company. 32. FINANCIAL RISK MANAGEMENT FINANCIAL RISK FACTORS The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability of financial markets on the Group’s financial performance. After identifying and evaluating its exposure to the financial risks, the Group establishes policies to monitor and manage these risks in accordance with its risk management philosophy. The Group uses financial instruments such as currency forwards, cross currency swaps, interest rate swaps and foreign currency borrowings to hedge certain financial risk exposures. (a) Market risk (i) Currency risk The Group operates in Asia with dominant operations in Singapore, Malaysia, Hong Kong SAR and the People’s Republic of China. Entities in the Group may transact in currencies other than their respective functional currencies. Currency risk arises within entities in the Group when transactions are denominated in foreign currencies. To manage the currency exposure, the Group enters into currency forwards with banks. The Group also holds long-term overseas investments and its net assets are exposed to currency translation risk. The Group uses natural hedging opportunities, like borrowing in the currency of the country in which these investments are located whenever practicable. The exchange differences arising from such translations are captured under the currency translation reserve. These translation differences are reviewed and monitored on a regular basis. 84 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) The Group’s currency exposure is as follows: 2011 Financial assets Cash and cash equivalents Available-for-sale financial assets Trade and other receivables (current and non-current) Other financial assets Financial liabilities Trade and other payables Borrowings Other financial liabilities Net financial (liabilities)/assets Net financial liabilities/(assets) denominated in the respective entities’ functional currencies Firm commitments and highly probable forecast transactions in foreign currencies Currency forwards and cross currency swaps Currency exposure SGD $’000 RM $’000 USD $’000 HKD $’000 Other $’000 Total $’000 391,557 7,170 35,419 – 46,594 – 1,373 – 29,292 – 504,235 7,170 367,634 16,843 34,745 2,498 695 2 7,366 16 1 240 410,441 19,599 783,204 72,662 47,291 8,755 29,533 941,445 (174,593) (931,962) (33,037) (36,290) (90,035) (4,249) (3,006) (30,895) (4,263) (1,801) (126,325) – (6,648) (222,338) – (1,179,217) – (41,549) (1,139,592) (130,574) (38,164) (128,126) (6,648) (356,388) (57,912) 9,127 (119,371) 22,885 (501,659) 334,917 59,810 26,342 (7,193) (25,673) 388,203 – – (735) – (60,015) – 3,100 60,015 (81,486) 1,898 37,834 (66,549) (1,443,104) (5,136) (5,871) 6,970 10,070 (954) (109,257) 85 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) 2010 Financial assets Cash and cash equivalents Available-for-sale financial assets Trade and other receivables (current and non-current) Other financial assets Financial liabilities Trade and other payables Borrowings Other financial liabilities Net financial (liabilities)/assets Net financial liabilities/(assets) denominated in the respective entities’ functional currencies Firm commitments and highly probable forecast transactions in foreign currencies Currency forwards and cross currency swaps Currency exposure SGD $’000 RM $’000 USD $’000 HKD $’000 Other $’000 Total $’000 467,670 7,170 36,466 – 51,890 – 1,108 – 36,920 – 594,054 7,170 239,667 12,248 22,524 3,010 1,256 116 2,059 16 4 502 265,510 15,892 726,755 62,000 53,262 3,183 37,426 882,626 (105,709) (1,113,723) (112,214) (33,716) (44,555) (2,974) (2,805) (34,830) (5,364) (2,330) (142,564) – (7,501) (152,061) – (1,335,672) – (120,552) (1,331,646) (81,245) (42,999) (144,894) (7,501) (604,891) (19,245) 10,263 (141,711) 29,925 (725,659) 581,849 28,337 1,670 (1,744) (32,867) 577,245 – – (2,433) (68,009) – 4,486 (91,051) 9,092 13,986 – (1,608,285) (4,247) (6,680) 68,009 5,820 10,306 (75,446) (1,369) (144,788) 86 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) The Company’s currency exposure is as follows: 2011 Financial assets Cash and cash equivalents Available-for-sale financial assets Trade and other receivables (current and non-current) Other financial assets Financial liabilities Trade and other payables Borrowings Net financial assets Net financial assets denominated in the Company’s functional currency Currency exposure 2010 Financial assets Cash and cash equivalents Available-for-sale financial assets Trade and other receivables (current and non-current) Other financial assets Financial liabilities Trade and other payables Borrowings Other financial liabilities Net financial assets/(liabilities) Net financial assets denominated in the Company’s functional currency Currency exposure SGD $’000 RM $’000 USD $’000 HKD $’000 Total $’000 185,382 3,189 1,100 – 1,289 – 1,220 – 188,991 3,189 799,143 2,068 2,674 – 50,194 1 43,827 3 895,838 2,072 989,782 3,774 51,484 45,050 1,090,090 (120,679) (245,000) – – (4,623) – (36,826) – (162,128) (245,000) (365,679) – (4,623) (36,826) (407,128) 3,774 46,861 8,224 682,962 – – – – 3,774 46,861 8,224 58,859 330,769 3,189 – – 9 – 1,029 – 331,807 3,189 675,631 2,185 – – 32,407 2 59,104 3 767,142 2,190 1,011,774 – 32,418 60,136 1,104,328 (96,890) (365,000) (189) – – – (3,539) – – (61,503) – – (161,932) (365,000) (189) (462,079) – (3,539) (61,503) (527,121) 549,695 – 28,879 (1,367) 577,207 (549,695) – – – 28,879 624,103 (624,103) – – (1,367) (624,103) (549,695) 27,512 87 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (i) Currency risk (continued) If the RM, USD and HKD change against the SGD by 1% (2010: 1%) each with all other variables including tax rate being held constant, the effects arising from the net financial asset/liability position will be as follows: Increase/(Decrease) Profit after tax 2011 2010 $’000 $’000 Group RM against SGD – strengthened – weakened 19 (19) 91 (91) USD against SGD – strengthened – weakened 386 (386) 164 (164) HKD against SGD – strengthened – weakened (665) 665 (754) 754 Company RM against SGD – strengthened – weakened 38 (38) USD against SGD – strengthened – weakened 469 (469) 289 (289) HKD against SGD – strengthened – weakened 82 (82) (14) 14 – – (ii) Cash flow and fair value interest rate risks Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. The Group’s and the Company’s exposure to cash flow interest rate risks arises mainly from floating rate borrowings. The Group manages these cash flow interest rate risks by maintaining a prudent mix of fixed and floating rate borrowings and using floating-to-fixed interest rate swaps. 88 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (a) Market risk (continued) (ii) Cash flow and fair value interest rate risks (continued) The Group’s borrowings at floating rates on which effective hedges have not been entered into are denominated mainly in SGD and RM. If the SGD and RM interest rates increase/decrease by 1% (2010: 1%) with all other variables including tax rate being held constant, the profit after tax would have been lower/higher by $1.5 million (2010: $2.0 million) as a result of higher/lower interest expense on these borrowings. Other comprehensive income would have been higher by $10.5 million (2010: $16.3 million) or lower by $10.5 million (2010: $16.4 million) mainly as a result of higher/lower fair value of interest rate swaps designated as cash flow hedges of floating rate borrowings. The Company’s borrowings at floating rates on which effective hedges have been entered into are denominated in SGD. If the SGD interest rates increase/decrease by 1% (2010: 1%) with all other variables including tax rate being held constant, other comprehensive income would have been higher/lower by $2.3 million (2010: $3.5 million) as a result of higher/lower fair value of interest rate swaps designated as cash flow hedges of floating rate borrowings. (b) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The major classes of financial assets of the Group and of the Company are bank deposits and trade and other receivables. The Group has no significant concentration of credit risk with any single entity. The Group has policies in place to ensure that the sales of products and the rendering of services are to customers with acceptable credit standing. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution. As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet, except as disclosed in Note 31. The credit risk for trade receivables is as follows: Group By business segments Development properties Investment properties Retail Others Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 182,048 742 2,407 1,632 20,270 965 2,281 1,868 – – – – – – – 40 186,829 25,384 – 40 (i) Financial assets that are neither past due nor impaired Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies. Trade and other receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group. (ii) Financial assets that are past due and/or impaired There is no other class of financial assets that is past due and/or impaired except for trade and other receivables. 89 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (b) Credit risk (continued) The age analysis of trade receivables past due but not impaired is as follows: Group Past due less than 3 months Past due 3 to 6 months Past due over 6 months Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 4,925 606 1,154 7,218 174 1,185 – – – 40 – – 6,685 8,577 – 40 The carrying amount of trade and other receivables individually determined to be impaired and the movement in the related allowance for impairment are as follows: Group Gross amount Less: Allowance for impairment Company 2011 $’000 2010 $’000 12,848 (12,848) 14,245 (14,245) – Beginning of financial year Allowance (written back)/made Allowance utilised Currency translation differences 14,245 (1,239) (6) (152) End of financial year 12,848 – 9,963 4,337 – (55) 14,245 2011 $’000 2010 $’000 296,863 (173,203) 360,321 (164,435) 123,660 195,886 164,435 8,768 – – 157,469 6,966 – – 173,203 164,435 The impaired trade and other receivables arose mainly from loans to subsidiary and joint venture companies for which recoverability is uncertain. (c) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. The Group adopts prudent liquidity risk management by maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with short term funding so as to achieve overall cost effectiveness. 90 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (c) Liquidity risk (continued) The table below analyses the maturity profile of the Group’s and the Company’s financial liabilities (including derivative financial liabilities) based on contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant. GROUP 2011 Net-settled interest rate swaps Gross-settled cross currency swap – Receipts – Payments Gross-settled currency forwards – Receipts – Payments Trade and other payables Borrowings Other financial liabilities 2010 Net-settled interest rate swaps Gross-settled cross currency swap – Receipts – Payments Gross-settled currency forwards – Receipts – Payments Trade and other payables Borrowings Other financial liabilities Less than 1 year $’000 Between 1 and 2 years $’000 Between 2 and 5 years $’000 Over 5 years $’000 12,553 8,602 2,581 – (1,915) 3,724 (1,909) 3,713 (62,182) 72,586 – – (10,070) 10,331 222,855 192,699 – – – – 201,220 37,212 – – – 791,822 4,294 – – – 89,479 43 430,177 248,838 809,101 89,522 14,292 13,650 12,469 – (2,120) 3,714 (2,097) 3,673 (73,674) 78,794 – – (10,409) 10,556 152,061 142,745 – – – – 390,622 115,013 – – – 890,599 6,355 – – – 8,014 1,283 310,839 520,861 914,543 9,297 91 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (c) Liquidity risk (continued) Less than 1 year $’000 Between 1 and 2 years $’000 Between 2 and 5 years $’000 3,520 163,860 5,846 3,494 – 105,823 166 – 152,708 173,226 109,317 152,874 3,333 163,676 109,663 – 3,342 – 26,365 110 3,562 – 259,196 79 276,672 29,817 262,837 COMPANY 2011 Net-settled interest rate swaps Trade and other payables Borrowings 2010 Net-settled interest rate swaps Trade and other payables Borrowings Other financial liabilities In addition to the above, the Group and the Company issued financial guarantees of $8.3 million (2010: $16.9 million) and $229.4 million (2010: $268.9 million) respectively (Note 31). (d) Capital risk The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. Management monitors capital based on debt-equity ratio. The debt-equity ratio is calculated as net debt divided by shareholders’ equity. Net debt is calculated as borrowings less cash and cash equivalents. Group 2011 $’000 Borrowings Less: Cash and cash equivalents Net debt Shareholders’ equity Debt-equity ratio Company 2010 $’000 2011 $’000 2010 $’000 1,179,217 (504,235) 1,335,672 (594,054) 245,000 (188,991) 365,000 (331,807) 674,982 741,618 56,009 33,193 1,919,095 1,694,673 923,401 903,415 35% 44% 6% 4% The Group and the Company are required by some banks to maintain a certain level of the debt-equity ratio. The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended 30 June 2010 and 2011. 92 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (e) Fair value measurements The following table presents assets and liabilities measured at fair value and classified by level of the following fair value measurement hierarchy: (i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); (ii) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and (iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3) Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 GROUP 2011 Assets Available-for-sale financial assets – – 7,170 7,170 Liabilities Derivative financial instruments – 34,116 – 34,116 2010 Assets Available-for-sale financial assets – – 7,170 7,170 Liabilities Derivative financial instruments – 28,475 – 28,475 COMPANY 2011 Assets Available-for-sale financial assets – – 3,189 3,189 Liabilities Derivative financial instruments – 6,286 – 6,286 2010 Assets Available-for-sale financial assets – – 3,189 3,189 Liabilities Derivative financial instruments – 6,607 – 6,607 The fair value of interest rate and cross currency swaps is calculated as the present value of the estimated future cash flows. The fair value of currency forwards is determined using quoted forward currency rates at the balance sheet date. These instruments are classified as Level 2 and comprise derivative financial instruments. The valuation technique for available-for-sale financial assets is based on unobservable inputs, as such, these assets are classified as Level 3. Any changes to these unobservable inputs will not have a material impact on the fair value of these available-for-sale financial assets. 93 Notes to the Financial Statements for the financial year ended june 32. FINANCIAL RISK MANAGEMENT (continued) (f ) Financial instruments by category The carrying amount of the different categories of financial instruments is as disclosed on the face of the balance sheets and in Notes 11 and 16 to the financial statements, except for the following: Group Loans and receivables Financial liabilities at amortised cost Company 2011 $’000 2010 $’000 2011 $’000 2010 $’000 934,275 875,456 1,086,901 1,101,139 1,443,104 1,608,285 407,128 527,121 33. 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 Commission income received from joint venture companies Management and service fees received from joint venture companies Management fees paid to an associated company Payments on behalf of joint venture companies 2011 $’000 2010 $’000 1,965 2,708 835 9,551 4,465 3,877 885 7,442 (b) Key management personnel compensation Key management personnel compensation is as follows: Group Salaries and other short term employee benefits Share-based payment 2011 $’000 2010 $’000 11,698 1,330 9,346 1,220 13,028 10,566 Included in the above is compensation to directors of the Company which amounted to $8.1 million (2010: $6.6 million). 94 Notes to the Financial Statements for the financial year ended june 34. SEGMENT INFORMATION The Group is organised into three main business segments – development properties, investment properties and retail. Other operations of the Group comprise mainly garment manufacturing and investment holding, neither of which constitutes a separately reportable segment. The segment information for the reportable segments is as follows: 2011 Development Investment properties properties $’000 $’000 Retail $’000 Others $’000 Group $’000 Revenue 401,094 37,055 202,350 8,574 649,073 EBIT Interest income 187,648 97,911 19,900 (32,233) 273,226 7,915 Operating profit 281,141 Finance costs Share of profits/(losses) of associated and joint venture companies (39,868) 68,115 97,746 2,448 (4,088) 164,221 Profit before income tax 405,494 Income tax expense (48,093) Total profit 357,401 Segment assets Investment in an associated company Investments in joint venture companies Due from associated and joint venture companies 1,886,061 166,523 141,119 178,546 730,709 352,669 12,743 6,563 66,609 4,923 23,573 1,221 120,945 29,912 12,334 25,625 2,804,324 554,027 189,769 211,955 2,372,249 1,102,684 96,326 188,816 3,760,075 Tax recoverable 5,758 Consolidated total assets Segment liabilities Borrowings 3,765,833 119,209 532,505 16,431 223,492 30,052 – 139,581 423,220 305,273 1,179,217 651,714 239,923 30,052 562,801 1,484,490 Current income tax liabilities Deferred income tax liabilities 81,808 85,665 Consolidated total liabilities 1,651,963 Capital expenditure Depreciation 625 255 12,524 1,816 10,066 5,549 2,110 3,480 25,325 11,100 95 Notes to the Financial Statements for the financial year ended june 34. SEGMENT INFORMATION (continued) 2010 Development Investment properties properties $’000 $’000 Retail $’000 Others $’000 Group $’000 Revenue 589,894 36,815 179,683 15,459 821,851 EBIT Interest income 235,971 30,702 15,818 (37,981) 244,510 9,938 Operating profit 254,448 Finance costs Share of profits/(losses) of associated and joint venture companies (31,295) 29,671 21,262 1,654 (917) 51,670 Profit before income tax 274,823 Income tax expense (52,805) Total profit 222,018 Segment assets Investment in an associated company Investments in joint venture companies Due from associated and joint venture companies 1,958,955 187,147 106,891 187,448 542,643 300,108 10,357 7,884 50,516 2,932 15,277 954 236,275 24,475 16,932 22,197 2,788,389 514,662 149,457 218,483 2,440,441 860,992 69,679 299,879 3,670,991 Tax recoverable 2,967 Consolidated total assets Segment liabilities Borrowings 3,673,958 153,762 558,360 15,303 213,918 28,080 – 107,009 563,394 304,154 1,335,672 712,122 229,221 28,080 670,403 1,639,826 Current income tax liabilities Deferred income tax liabilities 45,787 97,241 Consolidated total liabilities 1,782,854 Capital expenditure Depreciation 525 201 1,222 1,690 6,628 6,833 3,568 3,425 11,943 12,149 96 Notes to the Financial Statements for the financial year ended june 34. SEGMENT INFORMATION (continued) The Group’s three main business segments operate in three main geographical areas – Singapore, Malaysia and the People’s Republic of China (“PRC”)/Hong Kong SAR. Revenue Non-current assets 2011 2010 2011 2010 $’000 $’000 $’000 $’000 Singapore Malaysia PRC/Hong Kong SAR 487,025 161,149 899 667,926 145,099 8,826 1,018,880 106,658 575,072 917,117 106,119 533,323 649,073 821,851 1,700,610 1,556,559 35. COMPANIES IN THE GROUP Information relating to the companies in the Group is given below, with the exception of inactive and dormant companies. Singapore-incorporated subsidiary and joint venture companies are audited by PricewaterhouseCoopers LLP, Singapore unless otherwise indicated. Equity held Country of by the Group incorporation/ Principal 2011 2010 Name of companies place of business activities % % (a) Wing Tai Holdings Limited (b) Subsidiary companies Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad) ! Singapore-Quoted on Singapore Exchange Securities Trading Limited Investment holding n/a n/a Malaysia-Quoted on Bursa Malaysia Securities Berhad Investment holding 60.4 55.5 Angel Wing (M) Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 Angkasa Indah Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 British Virgin Islands (“BVI”)/Hong Kong SAR Investment holding 89.4 89.4 Malaysia Property development 60.4 55.5 BVI/Hong Kong SAR Investment holding 100 100 Brave Dragon Ltd *, % Chanlai Sdn Bhd *, ! Crossbrook Group Ltd # DNP Clothing Sdn. Bhd. *, ! Malaysia Retailing of garments 60.4 55.5 DNP Fashion Sdn. Bhd. *, ! Malaysia Retailing of garments 60.4 55.5 DNP Hartajaya Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 DNP Jaya Sdn. Bhd. *, ! Malaysia Property investment 60.4 55.5 DNP Land Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 n/a: not applicable 97 Notes to the Financial Statements for the financial year ended june 35. COMPANIES IN THE GROUP (continued) Country of incorporation/ place of business Name of companies Principal activities Equity held by the Group 2011 2010 % % (b) Subsidiary companies (continued) DNP Property *, ! Management Sdn. Bhd. Malaysia Project management and maintenance of properties 60.4 55.5 D & P-Ejenawa Sdn. Bhd. Malaysia Property development 60.4 55.5 Singapore Retailing of garments 100 100 Fox Fashion Apparel (S) Pte Ltd *, ! * Grand Eastern Realty & Development Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 Harta-Aman Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 Hartamaju Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 Jiaxin (Suzhou) Property Development Co., Ltd *, > PRC Property development, investment and management 75 75 Quality Frontier Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 Seniharta Sdn. Bhd. *, ! Malaysia Property investment 60.4 55.5 Sri Rampaian Sdn. Bhd. *, ! Malaysia Manufacture of textile garments 60.4 55.5 Starpuri Development Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 Suzhou Property Development Pte Ltd * Singapore Property development and investment holding 75 75 Tanahnaga Sdn. Bhd. *, ! Malaysia Property development 60.4 55.5 * Singapore Investment holding 100 100 Wincharm Investment Pte Ltd * Singapore Investment holding 100 100 Wincheer Investment Pte Ltd * Singapore Property investment and development 100 100 Windeal Investment Pte Ltd Singapore/PRC Property investment 100 100 Singapore Investment holding 100 100 Winace Investment Pte Ltd * Wingold Investment Pte Ltd * 98 Notes to the Financial Statements for the financial year ended june 35. COMPANIES IN THE GROUP (continued) Equity held by the Group 2011 2010 % % Name of companies Country of incorporation/ place of business Principal activities (b) Subsidiary companies (continued) Winglow Investment Pte. Ltd * Singapore Investment holding 100 100 Winmax Investment Pte Ltd * Singapore Property investment 100 100 Winnervest Investment Pte Ltd * Singapore Property investment and development 100 100 Winnorth Investment Pte Ltd * Singapore Property investment and development 100 100 Winquest Investment Pte Ltd * Singapore Property investment and development 60 60 Winrose Investment Pte Ltd * Singapore Property investment and development 100 100 Winshine Investment Pte Ltd * Singapore Property investment 100 100 Winsland Investment Pte Ltd * Singapore Property investment 100 100 Winsmart Investment Pte Ltd * Singapore Property investment and development 100 100 Winswift Investment Pte Ltd * Singapore Investment holding 60.4 55.5 Wintrust Investment Pte Ltd * Singapore Property investment and development and investment holding 100 100 Winworth Investment Pte Ltd * Singapore Property investment and development 85 85 Malaysia Property investment 60.4 55.5 Wing Mei (M) Sdn. Bhd. *, ! Wing Tai (China) Investment Pte. Ltd. * Singapore Investment holding 100 100 Wing Tai Branded Lifestyle Pte. Ltd. * Singapore Café operator 100 100 Wing Tai Clothing Pte Ltd * Singapore Retailing of garments 100 100 99 Notes to the Financial Statements for the financial year ended june 35. COMPANIES IN THE GROUP (continued) Name of companies (b) Subsidiary companies (continued) Wing Tai Investment & Development Pte Ltd Wing Tai Investment Management Pte Ltd * Wing Tai Land Pte Ltd Wing Tai Property Management Pte Ltd * Wing Tai Retail Pte. Ltd. Equity held by the Group 2011 2010 % % Country of incorporation/ place of business Principal activities Singapore Investment holding 100 100 Singapore Management of investment properties 100 100 Singapore Investment holding 100 100 Singapore Project management and maintenance of properties 100 100 Singapore Investment holding 100 100 Wing Tai Retail Management Pte. Ltd. * Singapore Management of retail operations 100 100 Yoshinoya (S) Pte Ltd * Singapore Restaurant operator 100 100 33.9 (c) Associated company Wing Tai Properties Limited *, % Bermuda-Quoted on The Stock Exchange of Hong Kong Limited/ Hong Kong SAR Property development, 33.8 property investment and management, hospitality investment and management, garment manufacturing, branded products distribution and investing activities (d) Joint venture companies Choice Homes Beta Pte Ltd *, ^ Singapore Property investment and development 30 30 * Singapore Property investment and development 40 40 *, & Singapore Property investment and development 50 50 * Singapore Property investment and development 40 40 Burlington Square Investment Pte Ltd *, & Singapore Property investment 50 50 Burlington Square Properties Pte Ltd *, & Singapore Property trading 50 50 Orwin Development Limited Summervale Properties Pte Ltd Winpride Investment Pte. Ltd. 100 Notes to the Financial Statements for the financial year ended june 35. COMPANIES IN THE GROUP (continued) Name of companies (d) Joint venture companies (continued) G2000 Apparel (S) * Pte Ltd Equity held by the Group 2011 2010 % % Country of incorporation/ place of business Principal activities Singapore Retailing of garments 45 45 Uniqlo (Singapore) Pte. Ltd. *, ~ Singapore Retailing of garments 49 49 Uniqlo (Malaysia) Sdn. Bhd. *, ! Malaysia Retailing of garments 27.2 – * Held by Group companies. ! Audited by Ernst and Young, Malaysia. # These companies are not required to be audited by law in the country of incorporation. % Audited by PricewaterhouseCoopers, Hong Kong. & Audited by KPMG LLP, Singapore. ^ Audited by Deloitte & Touche LLP, Singapore. ~ Audited by Ernst and Young LLP, Singapore. > Audited by RSM, China. In accordance to Rule 716 of the Singapore Exchange Securities Trading Limited – Listing Rules, the Audit Committee and the Board of Directors of the Company confirmed that they are satisfied that the appointment of different auditors for its significant subsidiary and associated companies would not compromise the standard and effectiveness of the audit of the Company. 36. EVENTS OCCURRING AFTER BALANCE SHEET DATE On 5 August 2011, DNP Land Sdn. Bhd., a subsidiary company of the Group, has entered into a conditional Sale and Purchase Agreement with Aeon Co. (M) Bhd for the disposal of 2 pieces of freehold land under GRN 83570, Lot No. 1379 and GRN 3282, Lot 14344 of Mukim 15, Daerah Seberang Perai Tengah, Pulau Pinang, Malaysia with a total land area of approximately 78,000 square metres for a total cash consideration of $20.4 million (RM50.1 million). 37. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS Below are the mandatory standards and amendments to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 July 2011 or later periods and which the Group has not early adopted: (a) Amendments to FRS 24 Related Party Disclosures (effective for annual periods beginning on or after 1 January 2011) Amendments to FRS 24 clarifies and simplifies the definition of a related party. However, the revised definition of a related party will mean that some entities will have more related parties and will be required to make additional disclosures. Management is currently considering the revised definition to determine whether any additional disclosures will be required. It is therefore not possible to disclose the financial impact, if any, of the amendment on the related party disclosures. 101 Notes to the Financial Statements for the financial year ended june 37. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS (continued) (b) INT FRS 115 Agreements for the Construction of Real Estate (effective for annual periods beginning on or after 1 January 2011) On 26 August 2010, the Accounting Standards Council issued INT FRS 115 with an accompanying note that explains the application of the Interpretation to property development sales in Singapore by considering the Singapore legal framework. INT FRS 115 supersedes RAP 11 Pre-Completion Contracts for the Sale of Development Property and becomes effective for annual periods beginning on or after 1 January 2011. When adopted, INT FRS 115 is to be applied retrospectively. INT FRS 115 clarifies when revenue and related expenses from a sale of real estate unit should be recognised if an agreement between a developer and a buyer is reached before the construction of real estate is completed. INT FRS 115 determines that contracts which are not classified as construction contracts in accordance with FRS 11 can only be accounted for using the percentage-of-completion (“POC”) method if the entity continuously transfers to the buyer control and the significant risks and rewards of ownership of the work in progress in its current state as construction progresses. For residential projects under deferred payment scheme in Singapore and overseas residential projects, the revenue and related expenses will be accounted for under the completion of construction (“COC”) method as stipulated in INT FRS 115, where applicable. The Group’s current accounting policy for all residential property sales is to recognise revenue using the POC method as construction progresses. When the Group applies INT FRS 115 in 2012 retrospectively, the 2011 comparatives for revenue and net profit are expected to increase by approximately $102.0 million and $57.1 million respectively. The development properties as at 30 June 2011 is expected to decrease by approximately $36.5 million. RAP 11 Pre-Completion Contracts for the Sale of Development Property For the current financial year, RAP 11 is still applicable in Singapore. In the RAP, it is mentioned that a property developer’s sales and purchase agreement is not a construction contract as defined in FRS 11 Construction Contract and the POC method of recognising revenue, which is allowed under FRS 11 for construction contract, may not be applicable for property developers. The relevant standard for revenue recognition by property developers is FRS 18 Revenue, which addresses revenue recognition generally for all types of entities. However, there is no clear conclusion in FRS 18 whether the POC method or the COC method is more appropriate for property developers. The Group uses the POC method for recognising revenues from partially completed residential projects which are held for sale. Had the COC method been adopted, the impact on the financial statements of the Group will be as follows: Group 2011 $’000 (Decrease)/increase in: – opening retained earnings – revenue recognised for the financial year – net profit attributable to equity holders of the Company – carrying value of development properties – carrying value of investments in associated and joint venture companies (100,398) 117,404 13,248 (36,498) (69,375) 2010 $’000 (148,678) 121,415 48,280 (108,858) (18,351) 102 Notes to the Financial Statements for the financial year ended june 37. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS (continued) (c) Amendments to FRS 12 Income Taxes (effective for annual periods beginning on or after 1 January 2012) The amendment introduces a presumption that an investment property is recovered entirely through sale. Accordingly, unless the presumption is rebutted, the measurement of the deferred tax liability or deferred tax asset shall reflect the tax consequences of recovering the carrying amount of the investment property entirely through sale. This presumption is rebutted if the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. Currently, the Group recognises deferred tax liability on its investment properties on the basis that the carrying amount of its investment properties are recovered through use. Management is still in the process of assessing the amendment to FRS 12 to determine the impact on the financial statements and whether additional disclosures will be required. It is therefore not possible to disclose the financial impact of the amendment to FRS 12. 38. AUTHORISATION OF FINANCIAL STATEMENTS These financial statements have been authorised for issue in accordance with a resolution of the Board of Directors on 20 September 2011. Shareholding Statistics 103 as at september 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): 793,927,260 780,791,660 13,135,600 (1.68%) 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 454 10,702 2,752 31 3.26 76.78 19.74 0.22 147,912 45,018,506 87,536,072 648,089,170 0.02 5.77 11.21 83.00 Total 13,939 100.00 780,791,660 100.00 No. of Shares % Wing Sun Development Private Limited Citibank Nominees Singapore Pte Ltd DBS Nominees Pte Ltd Winlyn Investment Pte Ltd HSBC (Singapore) Nominees Pte Ltd DBSN Services Pte Ltd UOB Kay Hian Pte Ltd United Overseas Bank Nominees Pte Ltd Empire Gate Holdings Limited Raffles Nominees (Pte) Ltd Liu Hing Yuen Patricia DBS Vickers Securities (Singapore) Pte Ltd OCBC Nominees Singapore Pte Ltd Winway Investment Pte Ltd Mayban Nominees (Singapore) Pte Ltd OCBC Securities Private Ltd Kim Eng Securities Pte Ltd Morgan Stanley Asia (Singapore) Securities Pte Ltd CIMB Securities (Singapore) Pte Ltd Hong Leong Finance Nominees Pte Ltd 222,235,490 85,714,399 76,864,376 72,717,436 49,875,621 23,716,562 22,574,130 15,312,540 12,119,572 9,252,586 8,293,069 6,132,312 5,389,933 3,529,166 3,315,603 3,101,338 3,087,500 2,393,072 2,279,275 2,188,000 28.46 10.98 9.84 9.31 6.39 3.04 2.89 1.96 1.55 1.19 1.06 0.79 0.69 0.45 0.42 0.40 0.40 0.31 0.29 0.28 Total 630,091,980 80.70 TWENTY LARGEST SHAREHOLDERS Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 PERCENTAGE OF SHAREHOLDING HELD IN THE HANDS OF PUBLIC As at 9 September 2011, approximately 52.17% 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. 104 Shareholding Statistics as at september SUBSTANTIAL SHAREHOLDERS AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS Name Cheng Wai Keung Edmund Cheng Wai Wing Christopher Cheng Wai Chee Edward Cheng Wai Sun Deutsche Bank International Trust Co. (Cayman) Limited Deutsche Bank International Trust Co. ( Jersey) Limited Wing Sun Development Private Limited Wing Tai Asia Holdings Limited Winlyn Investment Pte Ltd Terebene Holdings Inc Metro Champion Limited European Investors, Inc. Interest (No. of Ordinary Shares) 326,831,5641 310,601,6642 307,194,9983 307,072,4984 307,072,4984 307,072,4984 222,235,490 234,355,0625 72,717,436 72,717,4366 72,717,4367 39,801,470 1 Includes 326,831,564 shares beneficially owned by Wing Sun Development Private Limited, Winlyn Investment Pte Ltd, Winway Investment Pte Ltd, Empire Gate Holdings Limited and Wilma Enterprises 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. 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. TO GIVE IS TO GROW. Integral to Wing Tai’s culture is its care for the community, with an appreciation for heritage, design and the arts. Ever attentive to the harmony between people and their environments, Wing Tai believes in giving back. Its commitment to building trust and long-term winning relationships has inspired partners to join Wing Tai in enabling individuals to live up to the unbounded potential of the community. A heart for giving, a flair for living. Helios Residences as captured in light, shadow and form.