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FINANCIAL REVIEW

Five-year Financial Summary 21


Directors’ Report 22
Statement By Directors 32
Auditors’ Report 33
Balance Sheets 35
Profit And Loss Accounts 36
Cash Flow Statement 37
Notes To The Accounts 39

19
20
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies

FIVE-YEAR FINANCIAL SUMMARY

YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED

30 JUNE 1999 30 JUNE 1998 30 JUNE 1997 30 JUNE 1996 30 JUNE 1995

S$’000 S$’000 S$’000 S$’000 S$’000

Turnover: 560,311 697,261 689,259 572,948 373,994


Property 520,752 611,778 601,071 466,340 275,484
Trading 32,968 77,199 73,257 70,904 49,986
Investment and others 6,591 8,284 14,931 35,704 48,524
(Loss)/profit before taxation (114,650) (73,547) 289,992 240,146 142,384
(Loss)/profit after taxation
and extraordinary items
(before minority interests) (127,711) (137,474) 207,983 170,305 121,057
(Loss)/profit attributable
to shareholders (121,293) (138,023) 176,257 142,639 109,555
Shareholders’ fund 1,528,606 1,597,878 1,552,123 1,165,936 1,041,848
Total assets 2,999,884 3,419,906 2,957,361 2,386,317 1,982,317
Total liabilities
and minority interests 1,471,278 1,822,028 1,405,238 1,220,381 940,469
(Loss)/earnings per share
(cents)* (23.0) (25.7) 30.2 25.7 14.9

Net tangible
assets per share (S$)** 1.75 2.07 2.46 2.06 1.84

Net dividends to
ordinary shareholders 2,304 2,095 20,942 20,920 20,632

Gross rate of dividends (%) 2 2 20 20 20

* The number of shares used for this purpose are as follows:


1999 580,170,255
1998 566,018,088
1997 565,657,255
1996 565,305,588
1995 563,301,212

** Net tangible assets per share is calculated after deducting the following amounts due to holders of
RCPS and RCCPS:
1999 $439,620,000
1998 $423,806,000
1997 $154,007,000

21
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies

DIRECTORS’ REPORT

The directors present their report to the members together with the audited accounts of the company
and of the group for the financial year ended 30 June 1999.

DIRECTORS
The directors of the company in office at the date of this report are:

Cheng Wai Keung (Chairman and Managing Director)

Edmund Cheng Wai Wing (Deputy Chairman and Deputy Managing Director)

Lee Han Yang

Phua Bah Lee

BG Boey Tak Hap

Cheng Man Tak

Lee Kim Wah

Ne Chen Duen

Loh Soo Eng

PRINCIPAL ACTIVITIES OF THE GROUP


The principal activity of the company is that of an investment holding company.

The principal activities of the subsidiary companies in the group consist of property development and
investment, provision of management services, manufacture of woven labels and trading in garments
and architectural products and accessories. There have been no significant changes in the nature of
these activities during the financial year.

ACQUISITION AND DISPOSAL OF SUBSIDIARIES


During the financial year, a wholly owned subsidiary, Burlington Square Properties Pte Ltd (formerly
known as Winstar Investment Pte Ltd), issued 998 new shares of S$1.00 each at par for cash to provide
additional working capital. The group subscribed for 498 new shares and as a result, Burlington Square
Properties Pte Ltd became a 50% owned associated company of the group.

During the financial year, Wing Mei Outer-Wear Company (Pte) Ltd, a subsidiary company was liqui-
dated through members’ voluntary liquidation.

22
RESULTS FOR THE FINANCIAL YEAR

GROUP COMPANY

S$’000 S$’000

(Loss)/profit after taxation (130,423) 12,563


Minority interests 6,418 –
(124,005) 12,563
Extraordinary items 2,712 (775)
(Loss)/profit attributable to members of the company (121,293) 11,788
Dividends (11,981) (11,981)
Transfer to revenue reserve (133,274) (193)

TRANSFERS TO OR FROM RESERVES AND PROVISIONS


Material transfers to and from reserves during the financial year were as follows:
GROUP COMPANY

CAPITAL RESERVES S$’000 S$’000

a. Share premium account:


Premium on issue of ordinary shares 12 12
Premium on private placement of ordinary shares 87,730 87,730
Expenses incurred on private placement of ordinary shares (1,059) (1,059)
86,683 86,683

b. Asset revaluation reserve:


Surplus on revaluation of investment properties 1,574 –
Deficit on revaluation of asset held for sale (507) –
Transfer to revenue reserve (667) (667)
400 (667)

c. Decrease in group’s share of capital reserves


of associated companies and joint venture companies (49,110) –

23
GROUP COMPANY

CAPITAL RESERVES S$’000 S$’000

d. Foreign exchange translation gain arising from


translation of financial statements of foreign
subsidiary companies, associated companies
and joint venture companies 11,085 –

e. Exchange gain/(loss) arising from translation


of foreign currency denominated loans which
are quasi-capital in nature 22 (107)

REVENUE RESERVES

Transfer from asset revaluation reserve


arising from sale of fixed assets 667 667

There were no material transfers to or from provisions during the financial year except for normal
amounts set aside for such items as depreciation or amortisation of non-current assets and provisions for
foreseeable losses on property development projects, doubtful debts, stock obsolescence and income
tax as shown in the accounts.

ISSUE OF SHARES AND DEBENTURES


During the financial year, the company issued the following shares:

- 7,000 ordinary shares of S$0.25 each at S$2.104 per share for cash through the exercise of share
options under the Executives’ Share Option Scheme.

- 56,600,000 ordinary shares of S$0.25 each at S$1.80 per share for cash through private placement
of shares.

The net proceeds from the issue of shares were used to provide additional working capital for the
company and the group.

The company and its subsidiary companies did not issue any debentures during the financial year.

24
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
The Wing Tai Holdings Limited Executives’ Share Option Scheme

Pursuant to the Wing Tai Holdings Limited Executives’ Share Option Scheme (“Scheme”), the object of
which is to provide an opportunity for all eligible employees of Wing Tai Holdings Limited Group
(including executive directors) to participate in the equity of Wing Tai Holdings Limited, the following
directors are eligible to participate in the Scheme and were granted options in respect of ordinary
shares in the company as follows:
MAXIMUM NUMBER OF ORDINARY
SHARES IN RESPECT OF WHICH OPTIONS OPTIONS GRANTED DURING
DIRECTOR MAY BE GRANTED IN ONE YEAR THE FINANCIAL YEAR

Lee Kim Wah 375,000 240,000

Loh Soo Eng 375,000 240,000

Other than the above Scheme, the company was not a party to any arrangement, whose object is to
enable the directors to acquire benefits through the acquisition of shares or debentures in the company
or any other body corporate.

DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES


The interests of the directors holding office at the end of the financial year in the shares and share
options of the company according to the register of directors’ shareholdings were as follows:

HOLDINGS REGISTERED HOLDINGS IN WHICH DIRECTOR

IN THE NAME OF DIRECTOR IS DEEMED TO HAVE AN INTEREST

AT AT AT AT

NAME OF DIRECTOR 1.7.1998 30.6.1999 1.7.1998 30.6.1999

ORDINARY SHARES OF S$0.25 EACH

Cheng Wai Keung – – 242,043,272 242,043,272


Edmund Cheng Wai Wing – – 242,043,272 242,043,272
Ne Chen Duen – – 86,773,426 82,773,426
Lee Kim Wah 300,000 300,000 – –
Lee Han Yang 250,000 250,000 – –
Phua Bah Lee 300,000 300,000 – –
Loh Soo Eng 13,000 13,000 – –

SHARE OPTIONS

Lee Kim Wah 372,000 612,000 – –


Loh Soo Eng 372,000 612,000 – –

25
HOLDINGS REGISTERED HOLDINGS IN WHICH DIRECTOR

IN THE NAME OF DIRECTOR IS DEEMED TO HAVE AN INTEREST

AT AT AT AT

NAME OF DIRECTOR 1.7.1998 30.6.1999 1.7.1998 30.6.1999

REDEEMABLE CONVERTIBLE CUMULATIVE PREFERENCE SHARES OF US$1.00 EACH

Cheng Wai Keung – – 1,000 2,000

By virtue of Section 7 of the Companies Act, Cheng Wai Keung, Edmund Cheng Wai Wing and Ne
Chen Duen are also deemed to have an interest in the shares of the various subsidiary companies held
by the company as disclosed in Note 42 to the accounts.

There was no change in any of the above-mentioned interests between 30 June 1999 and 21 July 1999.

DIVIDENDS
Dividends paid, declared or recommended on ordinary shares, redeemable cumulative preference shares
(“RCPS”) and redeemable convertible cumulative preference shares (“RCCPS”) since the end of the
company’s previous financial year were as follows:

S$’000

The directors recommend a first and final dividend of


2% less tax at 26% for the financial year ended 30 June 1999 2,304

A final dividend of 2% less tax at 26% was paid on the ordinary shares
in respect of the previous financial year (as shown in the directors’ report
for that year) 2,095

Dividend on RCPS at 5.25% per annum less tax at 26% was paid in respect of:
- Financial year ended 30 June 1998 (amount set aside in that year) 4,007
- Financial year ended 30 June 1999 1,821
5,828

Dividend on RCCPS at 1.5% per annum net of tax was paid in respect of:
- Financial year ended 30 June 1998 (amount set aside in that year) 1,669
- Financial year ended 30 June 1999 2,180
3,849

26
BAD AND DOUBTFUL DEBTS
Before the profit and loss account and the balance sheet of the company were made out, the directors
took reasonable steps to ascertain that proper action had been taken in relation to the writing off of
bad debts and providing for doubtful debts of the company and satisfied themselves that all known
bad debts of the company if any had been written off and that where necessary adequate provision
had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render any
amounts written off or provided for bad and doubtful debts in the group of companies inadequate to
any substantial extent.

CURRENT ASSETS
Before the profit and loss account and the balance sheet of the company were made out, the directors
took reasonable steps to ascertain that current assets of the company which were unlikely to realise
their book values in the ordinary course of business were written down to their estimated realisable
values or that adequate provision was made for the diminution in the value of such current assets.

At the date of this report, the directors are not aware of any circumstances which would render the
values attributed to current assets in the consolidated accounts misleading.

CHARGES ON ASSETS AND CONTINGENT LIABILITIES


At the date of this report, no charge on the assets of the company or any subsidiary company in the
group has arisen since the end of the financial year which secures the liabilities of any other person and no
contingent liability of the company or any subsidiary companies in the group has arisen since the end of
the financial year.

ABILITY TO MEET OBLIGATIONS


No contingent or other liability of the company or any subsidiary company in the group has become
enforceable or is likely to become enforceable within the period of twelve months after the end of the
financial year which, in the opinion of the directors, will or may substantially affect the ability of the
company and of the group to meet their obligations as and when they fall due.

27
OTHER CIRCUMSTANCES AFFECTING THE ACCOUNTS
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in
this report or the consolidated accounts which would render any amount stated in the accounts of the
company and the consolidated accounts misleading.

UNUSUAL ITEMS
In the opinion of the directors, the results of the operations of the company and of the group during the
financial year have not been substantially affected by any item, transaction or event of a material and
unusual nature except for the exceptional items and the extraordinary items referred to in Note 28(b)
and Note 30 to the accounts respectively.

UNUSUAL ITEMS AFTER THE FINANCIAL YEAR


In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen
in the interval between the end of the financial year and the date of this report which would affect
substantially the results of the operations of the company and of the group for the financial year in
which this report is made.

DIRECTORS’ CONTRACTUAL BENEFITS


Since the end of the previous financial year, no director has received or become entitled to receive a
benefit by reason of a contract made by the company or a related corporation with the director, or with
a firm of which he is a member, or with a company in which he has a substantial financial interest except
as disclosed in Notes 34 and 35 to the accounts.

SHARE OPTIONS
The Wing Tai Holdings Limited Executives’ Share Option Scheme
The Wing Tai Holdings Limited Executives’ Share Option Scheme was approved by the members
of the company at the Extraordinary General Meeting held on 5 December 1991.

During the financial year, options were granted by the company pursuant to the Executives’ Share
Option Scheme in respect of 3,882,000 ordinary shares of S$0.25 each in the company, of which
480,000 options were granted to directors and 3,402,000 options were granted to employees of
the group.

28
At 30 June 1999, the following options to subscribe for 7,156,000 ordinary shares of S$0.25 each in the
Company were outstanding:

NUMBER NUMBER

AT 1.7.1998 OF OPTIONS OF OPTIONS AS AT

DATE OF GRANT OR DATE OF GRANT EXERCISED CANCELLED 30.6.1999 EXERCISE PRICE EXPIRY DATE

S$

5.11.1994 399,000 – 64,000 335,000 2.943 4.10.1999


4.11.1995 682,000 – 63,000 619,000 2.439 3.10.2000
8.11.1996 1,410,000 – 210,000 1,200,000 3.412 7.10.2001
3.11.1997 1,650,000 7,000 280,000 1,363,000 2.104 2.10.2002
12.10.1998 3,882,000 – 243,000 3,639,000 0.619 11.9.2003
8,023,000 7,000 860,000 7,156,000

There were no unissued shares of any subsidiary company under option as at the end of the
financial year.

AUDIT COMMITTEE
The Audit Committee of the board of directors consists of three non-executive and independent direc-
tors. The members of the Committee are:

Phua Bah Lee (Chairman)

Lee Han Yang

BG Boey Tak Hap

The Audit Committee reviewed the group’s accounting policies and system of internal accounting
controls on behalf of the board of directors and performed the functions specified in the Companies Act.
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 accounting controls arising from their audit examinations;

b. the scope and results of internal audit procedures; and

c. the accounts of the company and the consolidated accounts of the group for the financial year
ended 30 June 1999 before their submission to the board of directors for approval and the auditors’
report on these accounts.

The Committee recommended to the board of directors the nomination of PricewaterhouseCoopers as


auditors to the company at the forthcoming annual general meeting.

29
YEAR 2000 COMPLIANCE
Year 2000 compliance definition
The Group understands Year 2000 compliance to mean taking steps to ensure that neither performance
nor functionality of its critical equipment or systems will be affected by data relating to dates prior
to, during and after the year 2000.

Impact on group’s business


The Group is principally engaged in property development and investment, provision of management
services, trading in building and architectural products and retailing of garments. The major part of the
Group’s assets comprises investment and development properties. Based on our assessment, equipment
most likely to be susceptible to the Year 2000 issue comprises mainly computerised building management
and automated systems as well as computer-related hardware and software. The Year 2000 issue is not
expected to have any significant impact on the Group’s business or cost and revenue.

Plans to address year 2000 issue


The Group is conscious of the risks and uncertainties associated with the Year 2000 issue and has
initiated the Year 2000 project since July 1998 to mitigate the risks accordingly. The Group addressed
the Year 2000 issue largely in-house, supported and advised by external consultants.

Accomplishments to date on addressing the year 2000 issue


Since July 1998, new systems, equipment and validation of existing software were implemented
and installed. All Year 2000 non-compliant systems were upgraded, replaced or disposed of. Year 2000
compliance status was verified from the inventory list of systems and equipment, including embedded
systems within commercial buildings. As at 30 June 1999, all major and critical systems, equipment
and software are Year 2000 compliant.

Costs of the group’s year 2000 efforts


As of 30 June 1999, the Group’s total costs for the Year 2000 project is not expected to exceed S$0.5
million. Hardware, software and related costs forming the bulk of the costs are capitalised and depreciated
in accordance with established accounting policies. Services and other costs are charged to the profit
and loss account.

30
AUDITORS
Our auditors, Price Waterhouse, have merged their practice with Coopers & Lybrand and now practise
in the name of PricewaterhouseCoopers.

PricewaterhouseCoopers, being eligible, have expressed their willingness to accept re-appointment at


the Annual General Meeting.

On behalf of the directors

Cheng Wai Keung Ne Chen Duen


Chairman and Managing Director Director

Singapore
21 September 1999

31
STATEMENT BY DIRECTORS

In the opinion of the directors, the accompanying balance sheets, profit and loss accounts and
consolidated cash flow statement together with the notes thereto are drawn up so as to give a true and
fair view of the state of affairs of the company and of the group at 30 June 1999 and of the results of the
business of the company and of the group and cash flows of the group for the year then ended, and 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 Ne Chen Duen


Chairman and Managing Director Director

Singapore
21 September 1999

32
AUDITORS’ REPORT
TO THE MEMBERS OF WING TAI HOLDINGS LIMITED (INCORPORATED IN SINGAPORE)

We have audited the financial statements of Wing Tai Holdings Limited and the consolidated financial
statements of the group set out on pages 35 to 87, comprising the balance sheets of the company and
of the group as at 30 June 1999, the profit and loss accounts of the company and of the group and cash
flow statement of the group for the year ended 30 June 1999, and notes thereto. These financial
statements are the responsibility of the company’s directors. 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 plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by the directors, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for
our opinion.

In our opinion:

(a) the accompanying financial statements and consolidated financial statements are properly drawn up in
accordance with the provisions of the Singapore Companies Act (“Act”) and Singapore Statements
of Accounting Standard and so as to give a true and fair view of:

i. the state of affairs of the company and of the group at 30 June 1999 and of the results of the
company and of the group and cash flows of the group for the year ended on that date; and

ii. the other matters required by section 201 of the Act to be dealt with in the financial statements
and in the consolidated financial statements;

(b) the accounting and other records and the registers 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.

33
We have considered the financial statements and auditors’ reports of all subsidiary companies of which
we have not acted as auditors, and the financial statements of subsidiary companies of which an audit is
not required by the laws in their countries of incorporation, being financial statements included in the
consolidated financial statements. The names of these subsidiary companies are:

Brave Dragon Ltd Wing Tai Pengurusan Sdn Bhd


Crossbrook Group Ltd Wing Tai Building Products Limited
Nester Investments Limited La Eau Enterprises (H.K.) Limited
Rondall Enterprises Limited Honeck Properties Limited
Stock-Mart Sdn Bhd

We are satisfied that the financial statements of the subsidiary companies that have been consoli-
dated with the financial statements of the company are in form and content appropriate and proper
for the purposes of the preparation of the consolidated financial statements and we have received
satisfactory information and explanations as required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiary companies were not subject to any
qualification and in respect of subsidiary companies incorporated in Singapore did not include any
comment made under section 207 (3) of the Act.

PricewaterhouseCoopers
Certified Public Accountants

Singapore
21 September 1999

34
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies

BALANCE SHEETS
AS AT 30 JUNE 1999

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

NOTE S$’000 S$’000 S$’000 S$’000

Fixed assets 3 133,238 137,504 115,469 117,690


Investment properties 4 630,577 624,030 – –
Deferred expenditure 5 2,088 2,566 884 1,155
Subsidiary companies 6(a) – – 1,327,341 1,274,045
Associated companies 7(a) 414,732 423,830 134,378 134,233
Joint venture companies 8(a) 620,328 476,735 17,343 13,564
Investments 9 17,040 91,439 10,496 86,322
Loans to minority shareholders 24 79,700 75,900 – –
Net current assets/(liabilities) 10 871,170 1,274,672 53,134 (62,128)
2,768,873 3,106,676 1,659,045 1,564,881

Share capital 19 157,372 143,220 157,372 143,220


Capital reserve 20 1,237,802 1,188,722 1,082,802 996,893
Revenue reserve 21 133,432 265,936 90,879 90,302
1,528,606 1,597,878 1,331,053 1,230,415
Minority interests 112,550 123,760 – –
Deferred taxation 22 32,548 66,705 158 158
Long term loans 23 1,039,179 1,267,464 322,850 330,815
Loans from minority shareholders 24 46,994 43,391 – –
Tenancy deposits 25 4,204 4,101 192 116
Other non-current liabilities 26 4,792 3,377 4,792 3,377
2,768,873 3,106,676 1,659,045 1,564,881

The accompanying notes form an integral part of the accounts.

35
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies

PROFIT AND LOSS ACCOUNTS


FOR THE YEAR ENDED 30 JUNE 1999

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Turnover 2(l),27 560,311 697,261 79,684 108,840


Operating (loss)/profit
before exceptional items (39,948) 162,358 (46,774) (57,645)
Exceptional items 28(b) (70,211) (258,338) – –
Operating loss
after exceptional items (110,159) (95,980) (46,774) (57,645)
Investment income – – 79,684 108,840
Share of results of
- Associated companies (2,418) 35,213 – –
- Joint venture companies (2,073) (12,780) – –
(Loss)/profit before taxation 28(a) (114,650) (73,547) 32,910 51,195
Taxation 29 (15,773) (61,936) (20,347) (32,259)
(Loss)/profit after taxation (130,423) (135,483) 12,563 18,936
Minority interests 6,418 (549) – –
(Loss)/profit after taxation
and minority interests (124,005) (136,032) 12,563 18,936
Extraordinary items 30 2,712 (1,991) (775) (5,049)
(Loss)/profit attributable to
members of the company (121,293) (138,023) 11,788 13,887

Dividends:
First and final proposed dividend on
ordinary shares of 2% (1998:2%) less tax (2,304) (2,095) (2,304) (2,095)
Dividend on redeemable cumulative
preference shares of 5.25%
(1998: 5.25%) less tax 21(b) (5,828) (5,828) (5,828) (5,828)
Dividend on redeemable convertible
cumulative preference shares of
1.50% (1998: 1.50%) net of tax 21(b) (3,849) (3,643) (3,849) (3,643)
(11,981) (11,566) (11,981) (11,566)
(Loss)/profit transferred
to revenue reserve 21(b) (133,274) (149,589) (193) 2,321

Loss per share (cents)


- Before extraordinary items 38 23.04 25.71
- After extraordinary items 38 22.57 26.06

The accompanying notes form an integral part of the accounts.

36
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies

CASH FLOW STATEMENT


FOR THE YEAR ENDED 30 JUNE 1999

1999 1998

S$’000 S$’000

Cash flows from operating activities


Net loss before taxation, minority interest
and extraordinary items (114,650) (73,547)

Adjustments for:
Accrual of bond premium 250 251
Amortisation of deferred expenditure 753 1,031
Fixed assets written off 37 1,201
Depreciation of fixed assets 3,269 3,890
Depreciation on asset held for sale 43 –
Loss on sale of fixed assets 40 9
Share of loss/(profits) of associated companies
and joint venture companies 4,491 (22,433)
Interest income (30,352) (30,755)
Interest expense 84,219 46,118
Translation difference 247 (10,866)
Operating loss before working capital changes (51,653) (85,101)

(Increase)/decrease in working capital:


Balances with associated companies (4,466) 889
Balances with joint venture companies 49,252 (20,067)
Development properties 442,028 (191,986)
Stocks 6,323 9,240
Debtors 3,262 2,043
Creditors (9,424) (17,250)
Cash generated from/(used in) operations 435,322 (302,232)
Income taxes paid (72,007) (15,125)
Net cash generated from/(used in) operating activities 363,315 (317,357)

Cash flows from investing activities


Purchase of fixed assets (2,109) (3,478)
Additions of investment properties (5,311) (159,275)
Proceeds from sale of fixed assets 1,228 398
Dividend received 28,886 35,134
Interest received 29,881 30,123
Increase in investments – 1,000
Increase in loans to investee companies (1,456) (4,866)
(Increase)/decrease in investments
in associated companies (68) 7,819
(Increase)/decrease in investments
in a joint venture company (70,867) –
Loans to associated companies (56,337) (3,802)

37
1999 1998

NOTES S$’000 S$’000

Cash flows from investing activities


Loans to joint venture companies (123,294) (191,159)
Cash flow on liquidation of an investee company – 61
Cash from repayment of debentures
by an associated company 75,080 –
Net cash used in investing activities (124,367) (288,045)

Cash flows from financing activities


Proceeds from issue of shares 100,835 208,883
Additional capital contribution from minority shareholders – 230
Increase in loans to minority shareholders (212) (8,299)
Deferred expenditure comprising loan
arrangement fees paid (273) (498)
(Repayment of)/proceeds from unsecured
term loan facility (10,340) 8,606
Repayment of unsecured
transferable revolving credit facility – (94,250)
Repayment of FRN (14,250) (45,500)
(Decrease)/increase in bank loans (248,280) 526,362
Interest paid (84,513) (64,392)
Dividends paid to:
- Shareholders of holding company (11,756) (28,742)
- Minority shareholders of subsidiary companies (4,232) (17,536)
Net cash (used in)/generated from financing activities (273,021) 484,864

Net change in cash and cash equivalents (34,073) (120,538)


Effect of foreign exchange rate changes 17 (18) (60)
Cash and cash equivalents at beginning of the year 17 70,536 191,134
Cash and cash equivalents at end of the year 17 36,445 70,536

The accompanying notes form an integral part of the accounts.

38
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies

NOTES TO THE ACCOUNTS

These notes form an integral part of and should be read in conjunction with the accompanying accounts.

1. General
The accounts of the company and the consolidated accounts of the group are expressed in Singapore dollars.

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 42.

2. Significant accounting policies


a. Basis of accounting
The accounts are prepared under the historical cost convention modified to incorporate the
revaluation of investment properties and certain fixed assets.

b. Consolidation
The consolidated accounts include the accounts of the company and its subsidiary companies.
Subsidiary companies are companies in which the group has a long term interest of more than 50%
of the equity or control. The results of subsidiary companies acquired or disposed of are included
from the date of acquisition to the date of disposal. All intercompany transactions and balances are
eliminated in the consolidated accounts.

Any excess of the cost of acquiring a subsidiary company over the net assets of the subsidiary
company acquired is included in goodwill on consolidation and written off directly to reserves in
the year of acquisition.

c. Subsidiary companies, joint venture and associated companies


Investments in subsidiary, joint venture and associated companies are stated in the accounts of the
company at cost. Provision is made for any diminution in value that is other than temporary.

An associated company is a company, not being a subsidiary company, in which the group has a
long term interest of not less than 20% of the equity and/or in whose commercial and financial
decisions the group has the power to exercise significant influence.

39
A joint venture company is defined as a company in which the group exercises joint control. The
group adopts the equity method to account for its interest in joint venture companies.

The group’s share of the results of joint venture and associated companies is included in the consolidated
profit and loss account based on audited accounts. The group’s share of the post acquisition reserves
is added to the carrying value of the investment in joint venture and associated companies in the
consolidated balance sheet. Where the accounting period is not co-terminous with that of the group,
reference is made to the most recent audited accounts. Any revaluation surplus or deficit arising
each year in the joint venture and associated company’s accounts is transferred directly to group
capital reserves.

The difference between the cost of acquisition and the fair value of net assets acquired represents
goodwill, and is adjusted against reserves in the year of acquisition.

d. Fixed assets
Fixed assets are stated at cost less depreciation except for freehold and leasehold land and buildings
which are included at valuation, with subsequent additions at cost.

An independent professional valuation is made at least once every three years. The net surplus or
deficit on revaluation is taken to asset revaluation reserve unless the total revaluation surplus is not
sufficient to cover a deficit, in which case the amount by which the deficit exceeds the amount in
the asset revaluation reserve is charged to the profit and loss account. An increase on revaluation
directly related to a previous decrease in carrying amount that was charged to the profit and loss
account is credited to income to the extent that it offsets the previously recorded decrease. On
disposal of fixed assets, the revaluation surplus or deficit relating to the fixed assets is taken directly
to the revenue reserve.

No deferred taxation is provided on the revaluation surplus as they are unrealised and considered to
be capital in nature.

No depreciation is provided in respect of freehold and 999 years leasehold land. Other fixed assets
are depreciated on the straight line basis over their estimated useful lives at the following annual
rates:

Buildings - 2% - 3%
Factory and office equipment - 10% - 33%
Plant and machinery - 10%
Motor vehicles - 20%
Furniture and fittings - 10% or over the remaining lease life

40
e. Investment properties
Investment properties are held for the primary purpose of producing rental income. They are not
held for resale in the ordinary course of business.

Investment properties are stated at valuation based on their open market values on existing use
basis. An independent professional valuation is carried out once every three years. During the
intervening period, the investment properties are valued by the directors of the company. The net
surplus or deficit on revaluation is taken to asset revaluation reserve unless the total revaluation
surplus is not sufficient to cover a deficit, in which case the amount by which the deficit exceeds the
amount in the asset revaluation reserve is charged to the profit and loss account.

No deferred taxation is provided on the revaluation surplus as they are unrealised and considered to
be capital in nature.

Surplus or deficit on revaluation is released to the profit and loss account upon sale of the
investment properties.

f. Development properties
Development properties are stated at cost plus attributable profits, less foreseeable losses, less progress
payments received and receivable.

A provision is made where the carrying value of the development properties has fallen below their
estimated net realisable value. Land, development expenditure, interest and other related
expenditure are capitalised as part of the cost of development. 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.

Where development properties are tenanted, and redevelopment cannot commence until existing
tenancies are ended, rental income is set off against overhead expenditure capitalised as part of the
cost of the property.

Profit on the sale of properties under development is recognised in the accounts using the
percentage of completion method based on the stage of completion as certified by the architects or
quantity surveyors for the individual units sold. Losses are provided for in full as soon as they are
foreseeable.

The interest on borrowings capitalised is arrived at by reference to the actual rate payable on
borrowings for development purposes and, with regards to that part of the development cost fi-
nanced out of general funds, at the average rate paid.

41
g. Properties held for sale
Properties held for sale are stated at the lower of cost and estimated net realisable value.

h. Foreign currencies
Assets and liabilities in foreign currencies are translated into Singapore dollars at rates of exchange
prevailing at the balance sheet date. Transactions in foreign currencies during the year are recorded
in Singapore dollars at rates of exchange prevailing at transaction dates. Exchange differences arising
on certain monetary items which, in substance, form part of the company’s net investments in
foreign entities, and exchange differences arising on foreign currency denominated bank loans which
are designated as, and provide, an effective hedge against the company’s net investments in foreign
entities, are taken to an exchange translation reserve until the disposal of the net investments, at which
time they are taken to the profit and loss account. All other exchange differences are taken to the
profit and loss account.

For inclusion in the consolidated accounts of the group, the assets and liabilities of foreign
subsidiary companies, joint ventures and associated companies are translated into Singapore dollars
at the exchange rate prevailing at the balance sheet date. The results of foreign subsidiary
companies, joint ventures and associated companies are translated into Singapore dollars at the
average exchange rates for the financial year. The resulting translation exchange differences are
taken to capital reserves.

i. Deferred expenditure
Deferred expenditure is stated at cost less amounts amortised. Periods of amortisation are as follows:
Marketing expenditure - 3 years
Loan arrangement fee - over duration of loans ranging from 5 to 10 years
Pre-operating expenses - over the period of 1 year starting from the month of
commencement of outlet operations

j. Investments
Unquoted investments held on a long term basis are stated at cost except where there has been a
decline in value other than temporary in which case a provision is made for the decline in value.

Dividend income from investments is recognised on the date they are declared to be payable or, in
the case of fixed interest bearing investments, on an accrual basis.

42
k. Stocks and work-in-progress
Stocks including spares and work-in-progress are stated at the lower of cost on a first-in, first-
out basis (or weighted average basis for trading subsidiaries) and net realisable value. In respect
of work-in-progress, cost includes materials, direct labour and an appropriate proportion of
production overhead expenditure.

Construction work-in-progress is stated at cost less progress payments received and receivable.
Cost includes materials, direct labour and an appropriate proportion of production overhead
expenditure.

Provision is made where applicable for the total anticipated losses on long term contracts on hand as
soon as the possibility of loss is ascertained.

l. Turnover
Group turnover represents the gross invoiced value of goods sold including rental income from
investment properties, sales recognised from property development activities and services rendered
in the normal course of trade. The group’s turnover excludes intercompany transactions.

Income from sale of goods is generally recognised upon delivery of goods except for construction
contracts, which are recognised using the percentage of completion method. Rental, car park
income and service charges are recognised when the service is rendered.

The company’s turnover represents gross dividend income.

m. Taxation
Current taxation is provided based on the tax payable on the income for the year that is chargeable
to tax.

Deferred taxation is provided using the liability method for all material timing differences in the
recognition of certain income and expenses for accounting and for taxation purposes. Provision is
made to the extent that it is probable that the liability will materialise. Deferred taxation benefits
are recognised only to the extent of any deferred tax liability or where such benefits are expected
to be realisable in the near future.

n. Accrual of redemption premium on unsecured fixed rate bonds


The premium payable upon redemption of the Bonds is accrued over the period of the Bonds of
10 years.

43
3. Fixed assets

FREEHOLD &

LEASEHOLD FACTORY &

LAND & MOTOR OFFICE PLANT & FURNITURE

BUILDINGS VEHICLES EQUIPMENT MACHINERY & FITTINGS TOTAL

GROUP S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

1999
Net book value at 1 July 1998 129,458 694 2,586 727 4,039 137,504
Additions – 169 404 94 1,442 2,109
Disposals (1,165) (12) (66) – (27) (1,270)
Write-offs – – (6) – (31) (37)
Depreciation charge (1,173) (334) (335) (293) (1,134) (3,269)
Exchange rate adjustments – 1 2 – (2) 1
Transfer to asset held for sale
(note 12) (1,800) – – – – (1,800)
Net book value at 30 June 1999 125,320 518 2,585 528 4,287 133,238

Cost – 3,275 4,855 1,735 11,689 21,554


Valuation 126,558 – – 1,210 – 127,768
Accumulated depreciation (1,238) (2,757) (2,270) (2,417) (7,402) (16,084)
Net book value at 30 June 1999 125,320 518 2,585 528 4,287 133,238

1998
Net book value at 1 July 1997 70,172 1,209 2,259 551 5,344 79,535
Movements due to additions/
disposal of subsidiary companies – (71) (9) – 31 (49)
Additions – 32 783 513 2,150 3,478
Disposals – (69) (3) – (286) (358)
Write-offs – – (27) – (1,174) (1,201)
Depreciation charge (787) (396) (401) (337) (1,969) (3,890)
Exchange rate adjustments – (11) (16) – (57) (84)
Revaluation surplus 60,073 – – – – 60,073
Net book value at 30 June 1998 129,458 694 2,586 727 4,039 137,504

Cost – 3,202 4,658 1,642 10,391 19,893


Valuation 129,523 – – 1,210 – 130,733
Accumulated depreciation (65) (2,508) (2,072) (2,125) (6,352) (13,122)
Net book value at 30 June 1998 129,458 694 2,586 727 4,039 137,504

44
3. Fixed assets (continued)

FREEHOLD &

LEASEHOLD

LAND & MOTOR OFFICE FURNITURE

BUILDINGS VEHICLES EQUIPMENT & FITTINGS TOTAL

COMPANY S$’000 S$’000 S$’000 S$’000 S$’000

1999
Net book value at 1 July 1998 114,734 295 1,506 1,155 117,690
Additions – 169 143 22 334
Disposals (1,165) – (3) – (1,168)
Write-offs – – (4) (1) (5)
Depreciation charge (846) (132) (47) (357) (1,382)
Net book value at 30 June 1999 112,723 332 1,595 819 115,469

Cost – 1,671 2,292 4,564 8,527


Valuation 113,569 – – – 113,569
Accumulated depreciation (846) (1,339) (697) (3,745) (6,627)
Net book value at 30 June 1999 112,723 332 1,595 819 115,469

1998
Net book value at 1 July 1997 58,135 460 1,487 1,284 61,366
Additions – 1 54 239 294
Write-offs – – – (1) (1)
Depreciation charge (508) (166) (35) (367) (1,076)
Revaluation surplus 57,107 – – – 57,107
Net book value at 30 June 1998 114,734 295 1,506 1,155 117,690

Cost – 1,501 2,168 4,546 8,215


Valuation 114,734 – – – 114,734
Accumulated depreciation – (1,206) (662) (3,391) (5,259)
Net book value at 30 June 1998 114,734 295 1,506 1,155 117,690

The freehold and leasehold land and buildings stated at valuation were valued on 30 June 1998 on the
basis of their open market values on existing use basis by CB Richard Ellis (Pte) Ltd, an independent firm
of professional valuers. The surplus arising from the revaluation amounting to S$60,073,000 for the
group and S$57,107,000 for the company were transferred to the asset revaluation reserve [Note 20(a)].

If the freehold and leasehold land and buildings of the group, which are stated at valuation had been included
in the financial statements at cost less depreciation, the net written down amount would have been
S$13,161,984 (1998: S$13,993,624).

45
3. Fixed assets (continued)

If the freehold and leasehold land and buildings of the company, which are stated at valuation had been
included in the financial statements at cost less depreciation, the net written down amount would have been
S$10,332,569 (1998: S$10,917,536).

The properties included in freehold and leasehold land and buildings, all of which are situated in Singapore
unless otherwise specified, are as follows:

LAND FLOOR

AREA AREA

LOCATION DESCRIPTION TENURE (SQ M) (SQ M)

Lots 2694 and 5163 Mukim 22 10-storey warehouse and Freehold 5,777 19,072
107 Tampines Road office building and a 5-
storey canteen/dormitory

Lot 94-59 Mukim 22 9-storey warehouse and Freehold 4,941 9,613


105 Tampines Road office building

Lots 94-34, 94-72, 2248, 2250 16 units of apartments Freehold 2,431 1,665
and 2278 Mukim 22, 19 Valley Road in a 4-storey building

HS(M) 1058 Factory for office 99-year lease N/A 1,201


Pt.No.6039 Mukim Batu and warehouse from 1978
Kuala Lumpur, 3rd Floor
Binova Industrial Centre, Jalan 2/578
Segambut Bawah, 51200 Kuala Lumpur

Lot 7035 Mukim 18 3-storey factory 60-year lease 4,871 7,011


438 Ang Mo Kio from 1978
Industrial Park 1 from HDB

Lot U26247P One condominium unit Freehold N/A 135


Mukim 24
Blk 3, #02-08 Cherryhill
25 Lorong Lew Lian

Units 6D, 7A, 7D and 18A Four apartment units 70-year lease N/A 632
Jin Hua Tower from 1992
Suzhou Garden Villa,
38 Shi Shan Road, Suzhou
Jiangsu People’s Republic of China

At 30 June 1999, certain fixed assets with net book value amounting to S$535,000 (1998: Nil) were
secured under a debenture deed to a bank for long term banking facilities granted to subsidiary
companies (Note 23).

46
4. Investment properties

GROUP GROUP

1999 1998

S$’000 S$’000

Balance at beginning of year, at valuation 624,030 532,253


Additions during the year 5,311 15,324
Transfer from development property – 144,703
Exchange rate adjustments (338) 370
Revaluation surplus/(deficit) 1,574 (68,620)
Balance at end of year, at valuation 630,577 624,030

The investment properties at 30 June 1999, all of which are situated in Singapore unless otherwise speci-
fied, are as follows:

LAND AREA FLOOR AREA

LOCATION DESCRIPTION TENURE (SQ M) (SQ M) OWNED BY

a. 9 Penang Road 14-storey office-cum- 99-year lease 7,720 26,664 Wingain


(Park Mall) shopping complex from 1969 Investment Pte Ltd

b. 3 Killiney Road 10-storey 99-year lease 3,709 16,569 Winsland


(Winsland House) commercial building from 1983 Investment Pte Ltd

c. Unit G2 Shop unit Freehold N/A 205 Wing Tai


Holiday Plaza Apparel Pte Ltd
Johor Bahru, Malaysia

d. 167 Penang Road 8-storey 99-year lease * 7,044 Winmax


(Winsland House II) commercial building from 1994 Investment Pte Ltd

e. 165 Penang Road Conservation house 99-year lease * 584 Winmax


from 1994 Investment Pte Ltd

f. 163 Penang Road 9-storey 99-year lease * 6,259 Winshine


(Lanson Place) service apartments from 1994 Investment Pte Ltd

g. 43B Cadogan Place House 99-year lease N/A 690 Honeck Properties Ltd
& 38 Cadogan Lane from 1997
United Kingdom

*Total land area for 163, 165 & 167 Penang Road is 4,643 Sq. M.

47
4. Investment properties (continued)

Investment properties are stated at directors’ valuation on 30 June 1999 based on their open market
values on existing use basis.

Except for the investment property referred to in (c) above, investment properties with a total valuation
of S$629.5 million (1998: S$446.9 million) are mortgaged to banks to secure long term banking facilities
granted to the subsidiary companies (Note 23).

5. Deferred expenditure

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Marketing expenditure 160 412 – –


Loan arrangement fees 3,947 3,659 1,889 1,889
Pre-operating expenses 113 – – –
4,220 4,071 1,889 1,889
Less: Accumulated amortisation (2,132) (1,505) (1,005) (734)
2,088 2,566 884 1,155

6. Subsidiary companies

COMPANY COMPANY

1999 1998

S$’000 S$’000

a. Unquoted equity shares, at cost 131,366 131,366


Shareholders’ loans
- Interest-bearing 87,669 143,029
- Interest-free 636,594 523,265
724,263 666,294
Loan from subsidiaries (58,900) –
Due from subsidiary companies (non-trade) 855,345 763,933
Less: Provision for bad debts [see (b) below] (84,513) (51,245)
770,832 712,688

b. Balance at beginning of year 51,245 –


Provision for the year [note 28(a)] 33,268 51,245
Balance at end of year 84,513 51,245

48
6. Subsidiary companies (continued)

The shareholders’ loans are unsecured with no fixed terms of repayment. The interest charged during
the year ranges from 5% to 6% (1998: 5.16% to 9.87%) per annum.

Amounts due from and to subsidiary companies are unsecured with no fixed terms of repayment.
Included in the amounts due from and to subsidiary companies are interest-bearing amounts of
S$552,779,815 (1998:S$369,785,406) and S$107,325,766 (1998: S$186,435,904) respectively.
Interest charged to and from subsidiary companies during the year ranges from 1.57% to 8% (1998:
2.00% to 11.18%) per annum and 0.69% to 10.57% (1998: 3.13% to 9.20%) per annum respectively.

Loan from subsidiaries are unsecured and have no fixed terms of repayment. Interest charged during the
year ranged from 2.37% to 7.6% per annum.

Details of the group’s subsidiary companies are listed in Note 42.

7. Associated companies

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

a. Quoted equity shares, at cost 316,369 315,959 134,729 134,729


Quoted warrants, at cost 1,026 1,026 1,026 1,026
Unquoted equity shares, at cost 8,397 8,329 6,000 6,000
325,792 325,314 141,755 141,755

Less: Provision for diminution


in value of quoted warrants and
unquoted investment [see (b) below] (1,026) (1,026) (7,606) (7,606)
324,766 324,288 134,149 134,149

Share of post acquisition reserves


- Revenue reserve 26,983 58,655 – –
- Capital reserves (1,723) 36,984 – –
350,026 419,927 134,149 134,149

49
7. Associated companies (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Loans to associated companies 56,337 – – –


Due from associated companies
- Trade 1,424 1,185 – –
- Non-trade 6,965 3,315 230 85
Due to associated companies
- Non-trade (20) (597) (1) (1)
414,732 423,830 134,378 134,233

Market value of quoted


equity shares and warrants 150,236 96,531 112,044 40,094

b. Balance at beginning of year 1,026 – 7,606 3,350


Provision for the year (note 30) – 1,026 – 4,256
Balance at end of year 1,026 1,026 7,606 7,606

Amounts due to/from associated companies are unsecured with no fixed terms of repayment. Included
in the amounts due from associated companies is an interest bearing amount of S$33,171 (1998: Nil).
Interest charged during the year ranges from 7.63% to 8% (1998: Nil) per annum.

Loans to associated companies are unsecured with no fixed terms of repayment. Included in the loans is
an interest bearing amount of S$45,920,722 (1998: Nil). Interest charged to the associated company is
5% (1998: Nil) per annum.

Details of the group’s associated companies are listed in Note 42.

8. Joint venture companies

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

a. Unquoted equity shares, at cost 90,731 19,864 – –


Share of post acquisition reserves
- Revenue reserves (16,953) (14,883) – –
- Capital reserves 4,647 4,440 – –
78,425 9,421 – –

50
8. Joint venture companies (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Loans to joint venture companies 577,607 447,468 16,443 13,564

Less: Provision for foreseeable


losses in joint venture company
[see (b) below] (37,575) (31,277) – –
618,457 425,612 16,443 13,564

Due from joint venture companies


- Trade 724 155 – –
- Non-trade 1,206 50,974 903 –
Due to joint venture companies
- Non-trade (59) (6) (3) –
620,328 476,735 17,343 13,564

b. Balance at beginning of year 31,277 –


Provision for the year [note 28(b)] 6,298 31,277
Balance at end of year 37,575 31,277

Included in the loans to joint ventures are as follows:

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Unsecured interest free loans


with no fixed terms of repayment 168,547 165,690 2,554 2,544

Unsecured loans with no fixed terms


of repayment and bears interest
ranging from 7.62% to 8%
(1998: 6.5% to 6.81%) per annum 13,889 11,020 13,889 11,020

Unsecured loans with no fixed terms


of repayment and bears interest
ranging from 7.28% to 17.62%
(1998: 8.12% to 20.5%) per annum 297,596 239,481 – –

51
8. Joint venture companies (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Loans secured on a property owned by


a joint venture company and bears
interest at 5% (1998: Nil) per annum
which is payable semi-annually
and is due on 1 November 2003 60,000 – – –
540,032 416,191 16,443 13,564

Included in the loans to joint venture companies is an amount of S$34,418,844 (1998: S$27,743,844)
granted to a joint venture company which is subordinated to banks for a land loan of S$160 million and
a revolving credit facility of S$20 million granted to the said joint venture company. In addition, there
is a loan of S$295,905,000 (1998: S$239,481,000) which is subordinated to banking facilities granted
by certain financial institutions to the joint venture company amounting to S$1,105 million.

Amounts due from joint venture companies are unsecured with no fixed terms of repayment.

c. The group’s share of the turnover, net profit after tax, assets and liabilities of the joint venture companies
are as follows:

GROUP GROUP

1999 `1998

S$’000 S$’000

Turnover 561 1,392


Net loss before tax 2,073 12,780
Taxation (3) 30
Net loss after tax 2,070 12,810
Non-current assets 115,862 21,429
Current assets 851,791 801,960
Current liabilities (35,065) (26,651)
Non-current liabilities (854,163) (787,317)
Net assets 78,425 9,421

52
8. Joint venture companies (continued)

d. The group’s share of the capital commitments of the joint venture companies are as follows:

GROUP GROUP

1999 `1998

S$’000 S$’000

Contracted but not provided for 149,634 165,398


Authorised but not contracted for 420 4,209
150,054 169,607

9. Investments

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

a. Unquoted equity shares, at cost 5,337 5,337 5,162 5,162


Less: Provision for diminution
in value [see (b) below] (1,615) (840) (1,615) (840)
3,722 4,497 3,547 4,322
Unsecured loans to investee companies 13,318 11,862 6,949 6,920
Debentures issued by a
joint venture company – 75,080 – 75,080
17,040 91,439 10,496 86,322

b. Balance at beginning of year 840 – 840 –


Provision for the year (note 30) 775 840 775 840
Balance at end of the year 1,615 840 1,615 840

Unsecured loans to investee companies comprise:


i. Unsecured loans to an investee company of S$6,949,000 (1998: S$6,920,000) with the following
repayment terms:
Repayable by:
a. S$ 1,874,000 27 January 2000
b. S$ 1,703,000 26 June 2000
c. S$ 3,372,000 24 July 2001
The average interest charged during the financial year ranges from 6% to 6.81% (1998: 6.63% to 6.94%)
per annum.

ii. A loan of S$6,368,000 (1998: S$4,942,000) made by a subsidiary company to its investee company
is unsecured, interest-free and is not expected to be repayable within the next 12 months.

53
10. Net current assets/(liabilities)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

NOTES S$’000 S$’000 S$’000 S$’000

Current assets:
Development properties 11(a) 941,774 1,463,716 – –
Asset held for sale 12 1,250 – – –
Properties held for sale 11(a) 79,914 – – –
Stocks and work-in-progress 13(a) 4,746 11,069 – –
Trade debtors 14 21,609 22,902 – –
Sundry debtors, deposits
and prepayments 15 15,205 16,432 7,417 8,709
Dividends receivable from
- Unquoted subsidiary
Companies – – 57,856 –
- Quoted associated
Company 956 874 956 874
Interest-bearing bank accounts 17 22 50 – –
Fixed and call deposits 16,17 31,433 64,162 1,500 3,915
Bank balances and cash 16,17 5,272 8,697 264 108
1,102,181 1,587,902 67,993 13,606

Current liabilities:
Trade creditors 26,532 33,449 – –
Bills payable 527 1,073 – –
Bank overdrafts (unsecured) 17 282 2,373 105 348
Other creditors
and accrued charges 18 72,356 75,978 1,962 2,876
Long term loans
- Secured bank loans 23 78,300 61,750 – –
- Secured floating rate
notes due 1999 23 – 16,500 – 16,500
Short term bank loans
- Unsecured 9,778 53,890 9,778 52,290
Tenancy deposits 25 1,726 2,239 – –
Provision for taxation 39,199 63,876 703 1,619
Proposed dividend (net) 2,311 2,102 2,311 2,101
231,011 313,230 14,859 75,734

Net current assets/(liabilities) 871,170 1,274,672 53,134 (62,128)

54
11. Development properties
GROUP GROUP

1999 1998

S$’000 S$’000

a. Land at cost 1,664,601 1,735,540


Development costs 692,348 665,072
Overhead expenditure capitalised 283,599 249,611
2,640,548 2,650,223
Add: Attributable profits 545,797 604,920
Less: Provision for foreseeable losses [see (b) below] (239,407) (227,061)
2,946,938 3,028,082
Less: Progress payments received and receivable (1,925,250) (1,419,663)
1,021,688 1,608,419
Less: Transfer to properties held for sale (79,914) –
Less: Transfer to investment property (note 4) – (144,703)
941,774 1,463,716

b. Balance at beginning of the year 227,061 –


Provision for the year [note 28(b)] 63,913 227,061
Write-off against provision (51,567) –
Balance at end of the year 239,407 227,061

At 30 June 1999, certain development properties amounting to S$788.4 million (1998: S$624.8 million)
were mortgaged to secure long term banking facilities granted to subsidiary companies (Note 23).

Included in overhead expenditure is interest costs capitalised during the year of S$936,000 (1998:
S$37,256,000).

55
11. Development properties (continued)

The development properties, all of which are situated in Singapore unless otherwise specified, are as
follows:

GROSS GROUP’S

% OF LAND FLOOR EFFECTIVE

COMPLETION EXPECTED AREA AREA TYPE OF INTEREST IN

LOCATION TENURE AT 30.6.1999 COMPLETION (SQ M) (SQ M) DEVELOPMENT PROPERTY (%)

Lot 41-30 TS26 Freehold 100% Completed 16,729 32,042 167 units of 60
Ewe Boon Road (Palm Spring) condominium

Lots 7951, 7945, 99-year lease 100% Completed 7,015 8,288 33 units 100
7957 and 7961 commencing of terrace
Mukim 27 (Eastwood Park) from 1995 housing

Lots 7908, 7909, 99-year lease 100% Completed 8,587 8,262 30 units of 100
7913, 7920, 7921, commencing semi-detached
7925, 7926, 7929, from 1995 housing
7963, 7964, 7966
- 7969, 7974 Mukim 27
(Eastwood Park)

Lot 714 TS24 Freehold – – 3,104 – Proposed 100


Tomlinson Road residential
(The Tomlinson) development

Lots 7-2, 9, 884 Freehold – – 28,549 – Proposed 90


5091, 5092, 639, condominium
Mukim 4, Bukit Timah Road housing
(The Tessarina)

Lot 874K, TS12 99-year lease 100% Completed 6,596 27,702 Commercial 100
Bencoolen Street from 1996 and
(Burlington Square) residential

Lot 8790A 99-year lease 53% Phase 1: 31 24,923 23,882 Proposed 100
Mukim 27, from 1997 December ’99 mixed landed
(Tanah Merah Green) Phase 2: First development
quarter 2000
Lots 55 & 684 99-year lease – – 12,471 – Proposed 75
TS28 from 1997 residential
Newton Grove development

Lot 1495T, TS25 99-year lease – – 14,207 – Proposed 100


Draycott Drive from 1997 residential

Lot 515 TS28 Freehold – – 2,758 – Proposed 100


Newton Road residential
development

56
12. Asset held for sale
GROUP GROUP

1999 1998

S$’000 S$’000

Transfer from fixed assets (note 3) 1,800 –


Less: Depreciation on asset held for sale [note 28(a)] (43) –
1,757 –
Less: Deficit on revaluation of asset [note 20(a)] (507) –
1,250 –

13. Stock and work-in-progress

GROUP GROUP

1999 1998

S$’000 S$’000

a. Raw materials 231 193


Work-in-progress (622) (41)
Finished products 7,683 13,923
Stocks-in-transit 385 455
7,677 14,530
Less: Provision for stock obsolescence [see (b) below] (2,931) (3,461)
4,746 11,069

b. Balance at beginning of the year 3,461 2,261


Write-back for the year [note 28(a)] (550) (60)
Provision for the year [note 28(a)] 345 1,332
3,256 3,533
Write-off against provision (325) (72)
Balance at end of the year 2,931 3,461

c. Included in work-in-progress is construction work-in-progress as follows:

Cost incurred 13,560 19,495


Add: Attributable profits 712 1,521
14,272 21,016
Less: Progress payments received and receivable (14,894) (21,057)
(622) (41)

57
14. Provision for doubtful trade debts

GROUP GROUP

1999 1998

S$’000 S$’000

Balance at beginning of the year 1,580 1,141


Provision for the year [note 28(a)] 648 883
Write-back for the year [note 28(a)] (70) (11)
2,158 2,013
Write-off against provision (383) (433)
Balance at end of the year 1,775 1,580

15. Sundry debtors, deposits and prepayments

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Interest receivable 1,571 1,100 766 1,095


Deposits 1,000 1,041 22 22
Prepayments 5,009 4,511 4,701 4,406
Sundry debtors 6,458 9,332 761 2,738
Tax recoverable 1,167 448 1,167 448
15,205 16,432 7,417 8,709

16. Bank balances and fixed deposits

GROUP GROUP

1999 1998

S$’000 S$’000

Included in bank balances and fixed deposits are the following:


Balances held under the “Housing Developers’ (Project Account) Rules”,
withdrawals from which are restricted to payments for expenditure
incurred on development projects 29,256 59,239

Amounts held under the “URA Partial Waiver Account Rules”, withdrawals
from which are restricted to payments for expenditure incurred on
development projects – 61

58
17. Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances with banks less bank overdrafts. Cash
and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:

GROUP GROUP

1999 1998

S$’000 S$’000

Interest-bearing accounts 22 50
Fixed and call deposits* 31,433 64,162
Cash and bank balances* 5,290 8,757
36,745 72,969
Bank overdrafts (282) (2,373)
36,463 70,596
Effect of exchange rate changes (18) (60)
Cash and cash equivalents as restated 36,445 70,536

*Includes balances amounting to S$29,256,000 (1998: S$59,239,000) and nil (1998: S$61,000) whereby
withdrawals from project account bank balances and fixed deposits are subject to the “Housing Developers
(Project Account) Rules” and the “URA Partial Waiver Account Rules” respectively (Note 16).

18. Other creditors and accured charges

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Accrued project costs 37,766 49,635 – –


Accrued operating expenses 26,887 22,628 1,698 2,402
Other creditors 7,703 3,715 264 474
72,356 75,978 1,962 2,876

59
19. Share capital
GROUP & GROUP &

COMPANY COMPANY

1999 1998

S$’000 S$’000

Authorised -

1,000,000,000 ordinary shares of S$0.25 each 250,000 250,000

150,000,000 redeemable cumulative preference shares of S$0.01 each 1,500 1,500

200,000 redeemable convertible cumulative preference shares


of US$1.00 each 286 286
251,786 251,786

Issued and fully paid -

Ordinary shares
Balance at beginning of year -
Comprising 566,019,088 (1998: 566,007,088) ordinary shares
at S$0.25 each 141,505 141,502

Issue of nil (1998: 9,000) ordinary shares of S$0.25 each at S$2.943


per share through the exercise of share options – 2

Issue of nil(1998: 3,000) ordinary shares of S$0.25 each at S$2.439


per share through the exercise of share options – 1

Sub-total brought forward 141,505 141,505

60
19. Share capital (continued)

GROUP & GROUP &

COMPANY COMPANY

1999 1998

S$’000 S$’000

Sub-total carried forward 141,505 141,505

Issue of 7,000 (1998: Nil) ordinary shares of S$0.25 each of S$2.104


per share through the exercise of share options 2 –

Issue of 56,600,000 (1998: Nil) ordinary shares of S$0.25 each of S$1.80


per share through private placement of shares 14,150 –

Balance at end of year -


Comprising 622,626,088 (1998: 566,019,088)
ordinary shares of S$0.25 each 155,657 141,505

Preference shares
150,000,000 (1998: 150,000,000) redeemable cumulative preference
shares (“RCPS”) of S$0.01 each at S$1.00 per share 1,500 1,500

150,000 redeemable convertible cumulative preference


shares of US$1.00 each at US$1,000 per share 215 215
1,715 1,715
157,372 143,220

The RCPS carry a right to a cumulative preference dividend of 5.25% (gross) per annum payable on
23 October each year from 1997 to 2001 and will be redeemed at S$1.00 per share on 23 October 2001.

61
19. Share capital (continued)

In 1997, the company raised US$150 million through an issue of 150,000 redeemable convertible
cumulative preference shares (“RCCPS”) with a par value of US$1.00 each at an issue price of US$1,000
for each RCCPS. The RCCPS will be convertible at the option of the holders, unless previously
redeemed, into ordinary shares of the company, from 19 August 1997 to and including 15 July 2002 at
S$4.85 per ordinary share based on a fixed exchange rate on conversion of S$1.43 to US$1.00. Unless
earlier redeemed or converted, the RCCPS will be redeemed on 15 July 2002 at a redemption price
equal to accrued and unpaid dividends plus an amount that would provide a semi-annual yield to
redemption, from the date of issuance to the date of redemption, of 6.81% per annum. The RCCPS
bears a fixed gross dividend rate of 1.5% (net of tax) per annum, payable semi-annually on 15 January
and 15 July from the years 1998 to 2002.

If the RCCPS were to be redeemed in full on 15 July 2002 on the terms as specified in the above
paragraph, the net redemption amount would be approximately S$334.7 mil (based on the exchange
rate as at 30 June 1999).

The net redemption amount would be netted off against issued preference share capital of S$214,500
and share premium of S$208.6 million. There will be a corresponding transfer of S$214,500 from the
revenue reserve to capital redemption reserve as required under section 76 of the Companies Act.

The above redemption would have a significant impact on the net tangible assets of the company
and group.

Holders of the RCPS and RCCPS will not be entitled to vote at any General Meeting of the
company’s shareholders except when:

a. the dividend on the preference shares is in arrears and has remained unpaid for at least 6 months
or

b. the resolution in question varies the rights attached to the preference shares or is for the winding
up of the company. Any variation of the rights of the holders of the preference shares will require
a special resolution of such holders in a separate class meeting.

On 12 October 1998, pursuant to the Executives’ Share Option Scheme, the company granted
options to qualifying employees to purchase 3,882,000 ordinary shares of the company at the
subscription price of S$0.619 per share. These options can be exercised only after twelve months
from the date of grant and not later than fifty nine months from such date. At 30 June 1999, the total
number of options granted which remained outstanding was 7,156,000.

62
20. Capital reserves

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

a. Asset revaluation reserve:

Balance at beginning of the year 215,371 206,167 100,516 43,409

Surplus on revaluation of fixed asset


(note 3) – 60,073 – 57,107

Deficit on revaluation of asset held


for sale (note 12) (507) – – –

Surplus/(deficit) on revaluation
of investment properties 1,574 (50,869) – –

Transfer to revenue reserve (667) – (667) –

Balance at end of the year 215,771 215,371 99,849 100,516

b. Gain on disposal of investment


properties and other assets 34,218 34,218 179 179

c. Share of capital reserves of associated


companies and joint venture companies:

Balance at beginning of the year 74,669 94,666 – –

Movement during the year (49,110) (19,997) – –

Balance at end of the year 25,559 74,669 – –

63
20. Capital reserves (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

d. Share premium account:

Balance at beginning of the year 876,243 667,578 876,243 667,578

Share premium on issue of


- 56,600,000 ordinary shares
at $1.80 each through private
placement of shares 87,730 – 87,730 –

Less:
- Commission on private placement (1,019) – (1,019) –

- Other expenses incurred (40) – (40) –

- Nil (1998: 9,000) ordinary shares


at S$2.943 each through the exercise
of share options – 24 – 24

- Nil (1998: 3,000)ordinary shares at


S$2.439 each through the exercise
of share options – 7 – 7

- 150,000 redeemable convertible


cumulative preference shares
(“RCCPS”) at US$1,000 each – 213,986 – 213,986

Less expenses incurred on issue of RCCPS – (5,352) – (5,352)

- 7,000 ordinary shares


at $2.104 each through the exercise
of share options 12 – 12 –

Balance at end of the year 962,926 876,243 962,926 876,243

64
20. Capital reserves (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

e. Foreign exchange translation


(Loss)/gain arising from
translation on financial
statements of foreign
subsidiary companies,
associated companies and
joint venture companies:

Balance at beginning of the year (11,779) (7,404) 19,955 –

Translation of financial
statements of foreign
subsidiary companies,
associated companies and
joint venture companies 11,085 (22,069) – –

Translation of foreign currency


denominated loans which
are quasi-capital in nature 22 17,694 (107) 19,955

Balance at end of the year (672) (11,779) 19,848 19,955

Total 1,237,802 1,188,722 1,082,802 996,893

65
21. Revenue reserve

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

a. Balance at beginning of the year 265,936 413,856 90,302 86,312


Transfer from capital reserve [note 20(a)] 667 – 667 –
Payment of dividends set aside in prior year:
- RCPS (4,007) (4,007) (4,007) (4,007)
- RCCPS (1,669) – (1,669) –
Amount set aside for dividends of:
- RCPS [note 21(b)] 4,007 4,007 4,007 4,007
- RCCPS [note 21(b)] 1,772 1,669 1,772 1,669
(Loss)/profit for the year retained (133,274) (149,589) (193) 2,321
Balance at end of the year 133,432 265,936 90,879 90,302

The RCPS of S$0.01 each carry a right to a cumulative preference dividend of 5.25% (gross) per annum
payable on 23 October each year from 1997 to 2001 (Note 19).

The RCCPS of US$1.00 bears a fixed dividend rate of 1.5% (net of tax) per annum, payable
semi-annually on 15 January and 15 July from the years 1998 to 2002 (Note 19).

b. Dividends

GROUP AND COMPANY

1999 1998

S$’000 S$’000

Dividend on RCPS:
- Paid 5,828 5,828
- Amount set aside in current year [note 21(a)] 4,007 4,007
9,835 9,835
- Less: Amount set aside in prior year (4,007) (4,007)
5,828 5,828

Dividend on RCCPS:
- Paid 3,746 1,974
- Amount set aside in current year [note 21(a)] 1,772 1,669
5,518 3,643
- Less: Amount set aside in prior year (1,669) –
3,849 3,643

66
22. Deferred taxation

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Balance at beginning of the year 66,705 74,397 158 –


(Write-back)/provision for the year (note 29) (19,737) ( 8,034) – 103
Adjustment of prior years (note 29) (14,420) 342 – 55
Balance at end of the year 32,548 66,705 158 158

23. Long terms loans

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Repayable within 12 months


- Secured bank loans (note 10), (a) 78,300 61,750 – –
- Secured floating rate notes due
1999 (note 10) – 16,500 – 16,500
78,300 78,250 – 16,500
Repayable after 12 months
- Unsecured bank loans 199,215 198,477 – –
- Secured bank loans (a) 517,114 738,172 – –
- Unsecured transferable revolving
credit facility due 2000 (c) 54,850 54,725 54,850 54,725
- Unsecured floating rate
notes due 2001 (d) 18,000 15,750 18,000 15,750
- Unsecured fixed rate
bonds due 2005 (e) 50,000 50,000 50,000 50,000
- Unsecured transferable
loan facility due 2005 (f) 200,000 200,000 200,000 200,000
- Unsecured term loan
facility due 2002 – 10,340 – 10,340
1,039,179 1,267,464 322,850 330,815
Total term loans 1,117,479 1,345,714 322,850 347,315

67
23. Long terms loans (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

These are repayable as follows:


Not later than 2 years 350,365 376,750 72,850 16,500
Later than 2 years but not more than 5 years 517,114 718,964 – 80,815
More than 5 years 250,000 250,000 250,000 250,000
1,117,479 1,345,714 322,850 347,315

a. The secured bank loans comprise the following:

i. Term bank loans of S$36 million secured on the following:


1. Legal mortgage over the development property of a subsidiary company (Note 11); and
2. Assignment of the subsidiary company’s present and future rights, title, benefit and interest
under the Tenancy Agreements and the Sale and Purchase Agreements.

ii. Term bank loans of S$31.8 million obtained from two banks and secured by way of a first mortgage
on the investment property of a subsidiary company (Note 4), with the banks ranking pari passu.

iii. A term bank loan of S$150 million secured on the following:


1. Legal mortgage over the development property of a subsidiary company (Note 11); and
2. Assignment of the subsidiary company’s present and future rights, title, benefit and interest
under the Tenancy Agreements and the Sale and Purchase Agreements.

iv. A term bank loan of S$125 million secured on the following:


1. Legal mortgage over the development property of a subsidiary company (Note 11); and
2. Assignment of the subsidiary company’s present and future rights, title, benefit and interest
under the Tenancy Agreements and the Sale and Purchase Agreements.

v. A term bank loan of S$53.6 million secured on the first legal mortgage over the development
property of a subsidiary company (Note 11).

vi. A term loan of S$64.919 million which represents a S$140m multi-currency syndicated loan facility
secured by a mortgage over the investment property of a subsidiary company (Note 4).

vii. A term bank loan of S$9.382 million secured on the legal mortgage over the investment property of
a subsidiary company (Note 4).

68
23. Long term loans (continued)

viii.Term bank loans of S$100 million secured on two subsidiaries’ fixed assets (Note 3) and
investment properties (Note 4).

ix. A term bank loan of S$24.7 million secured on the assignment of a subsidiary’s present and future
rights, title, benefit and interest under the Sale and Purchase Agreements and the money from time
to time standing to the credit of the Project Account.

b. The above term loans carry interest charges at prevailing market rates. The average interest charged
during the financial year ranges from 1.77% to 13.04% (1998: 4.88% to 26.68%) per annum.

c. The S$54.85 million Unsecured Transferable Revolving Credit Facility is repayable on 28 August 2000.
The average interest charged during the financial year ranges from 6.44% to 13.5% (1998: 7.09% to
13.38%) per annum.

d. The S$18 million Unsecured Floating Rate Notes are redeemable at par on 24 May 2001. The average
interest charged during the financial year ranges from 2.62% to 8.68% (1998: 4.16% to 10.55%)
per annum.

e. The S$50 million Unsecured Fixed Rate Bonds are redeemable at 105.02% on 11 May 2005. The amount
payable upon redemption is S$52.51 million. Interest is payable at 6.88% per annum from 12 May 1995
to 11 May 2002 and at 8.63% per annum from 12 May 2002 to 11 May 2005.

f. The S$200 million Unsecured Transferable Loan Facility comprises the following:
i Tranche A of S$100 million repayable on 29 March 2005. The average interest charged during the
financial year ranges from 2.56% to 8.44% (1998: 4.88% to 10.63%) per annum.

ii Tranche B of S$50 million repayable on 29 March 2005. The average interest charged during the
financial year ranges from 2.5% to 9.69% (1998: 5.06% to 11.81%) per annum.

iii Tranche C of S$50 million repayable on 12 September 2005. The average interest charged during the
financial year ranges from 2.5% to 8.31% (1998: 4.88% to 8.50%) per annum.

69
24. Loans to/from minority shareholders

Loans made by certain subsidiary companies to the holding company and to the minority
shareholders are made proportionate to the equity stake in the subsidiary companies on a pari passu
basis with no interest charge. The loans are unsecured and are not expected to be repayable within
the next twelve months.

The loans from minority shareholders are unsecured and are not expected to be repayable within
the next twelve months. Included in the loans from minority shareholders in the previous financial
year is an amount of S$13,227,457 which bears interest ranging from 5.16 % to 9.87 % per annum.

25. Tenancy deposits

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Total tenancy deposits 5,930 6,340 192 116


Less: Amount included in current
liabilities (note 10) (1,726) (2,239) – –
4,204 4,101 192 116

26. Other non-current liabilities

GROUP & GROUP &

COMPANY COMPANY

1999 1998

S$’000 S$’000

Accrual of redemption premium(see below) 1,045 795


Others 3,747 2,582
4,792 3,377

The accrual of redemption premium relates to the S$50 million Unsecured Fixed Rate Bonds (Note
23d) which are redeemable at 105.02% on 11 May 2005. The redemption premium is accrued over the
period of the Bonds and is payable upon redemption of the Bonds.

70
26. Other non-current liabilities (continued)

GROUP & GROUP &

COMPANY COMPANY

1999 1998

S$’000 S$’000

Balance at the beginning of the year 795 544


Accrual during the year (note 28) 250 251
Balance at end of the year 1,045 795

27. Revenue

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Revenue from sale of:


- Development properties 444,362 538,767 – –
- Goods and services 38,061 80,948 – –

Rental income from investment properties 36,617 35,414 – –

Dividend income 39,142 37,832 79,684 108,840

Management fees 2,129 4,300 – –

Turnover 560,311 697,261 79,684 108,840

Interest income 30,352 30,755 22,491 37,483

590,663 728,016 102,175 146,323

71
28. Profit before taxation

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

NOTES S$’000 S$’000 S$’000 S$’000

a. Profit before taxation is stated after


charging the following:
Accrual of bond premium 26 250 251 250 251
Amortisation of deferred expenditure 753 1,031 271 278
Auditors’ remuneration
- Group auditors
- Current year 232 246 38 35
- Under/(over) provision in prior year 5 (27) 1 (1)
- Other auditors 16 20 – –
Non-audit fee - group auditors 50 61 50 61
Bad trade debts written off 179 9 3 2
Depreciation of fixed assets 3 3,269 3,890 1,382 1,076
Depreciation on asset held for sale 12 43 – – –
Directors’ remuneration paid to:
- Directors of the company 2,647 3,049 1,430 1,544
- Directors of subsidiary companies 482 819 – –
Directors’ fees 77 77 77 77
Exceptional items 28(b) 70,211 258,338 – –
Exchange loss 1,658 – 1,662 –
Franchise fees 164 86 – –
Fixed assets written off 37 1,201 5 1
Interest expense
- Term loans 79,086 40,529 20,815 33,045
- Other loans and bank overdrafts 5,113 5,589 2,364 5,148
- Subsidiary companies – – 7,019 11,625
- Associated companies 20 – 20 –
Loss on disposal of fixed assets 40 9 3 –
Preliminary expenses written off – 320 – –
Provision for doubtful debts
- Trade debtors 14 648 883 – –
- Subsidiary companies 6(b) – – 33,268 51,245
Provision for diminution in value of
club membership – 71 – –
Provision for stock obsolescence 13(b) 345 1,332 – –
Stocks written off 8 77 – –

72
28. Profit before taxation (continued)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

NOTES S$’000 S$’000 S$’000 S$’000

and after crediting the following:


Bad debts recovered – 9 – –
Exchange gain – 9,860 – 10,603
Gross dividends from:
Unquoted investments
- Subsidiary companies – – 78,184 107,340
Quoted investments
- Associated companies – – 1,500 1,500
Interest income from:
- Subsidiary companies – – 20,092 29,763
- Joint venture companies 3,272 21,271 176 479
- Associated companies 227 4 2 4
- Debentures issued by
a joint venture company 1,645 4,880 1,645 4,880
- Others 25,208 4,600 576 2,357
Write-back of provision for
rectification costs 650 – – –
Write-back of provision for
doubtful trade debts 14 70 11 – –
Write-back of provision for
stock obsolescence 13(b) 550 60 – –

b. Exceptional items comprise the following:


Provision for foreseeable losses on
development properties 11(b) 63,913 227,061 – -
Provision for doubtful debts in a
joint venture company 8(b) 6,298 31,277 – –
70,211 258,338 – –

73
29. Taxation

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Current 30,866 56,980 19,577 29,284


Deferred (note 22) (19,737) (8,034) – 103
Associated companies 2,605 10,180 – –
Joint venture company (3) 30 – –
13,731 59,156 19,577 29,387
Adjustments in respect of prior years
- Current taxation 16,462 2,438 770 2,817
- Deferred (note 22) (14,420) 342 – 55
15,773 61,936 20,347 32,259

The taxation charge in respect of profit for the current financial year for the company differs from the
amount determined by applying the Singapore taxation rate of 26% to profit before taxation due mainly
to certain expenses not being allowable for income tax purpose.

The taxation charge in respect of profit for the current financial year for the group differs from the
amount determined by applying the Singapore taxation rate of 26% to group profit before taxation due
mainly to certain expenses not being allowable for income tax purpose as well as tax losses in certain
subsidiary companies not being available to offset against taxable income of other subsidiary companies.

At 30 June 1999, certain subsidiary companies have unutilised tax losses and capital allowances available
for set off against future income chargeable to tax subject to there being no substantial change in
shareholders in accordance with the relevant provisions of the Income Tax Act. These are set out as
follows:

GROUP GROUP

1999 1998

S$’000 S$’000

Unutilised tax losses 25,065 15,222


Capital allowances 1,814 1,699
26,879 16,921

74
30. Extraordinary items

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Group’s share of an associated


company’s profit/(loss) on:
- Compensation award 6,079 – – –
- Group restructuring (3,745) – – –
- Disposal of properties – 180 – –
Group’s share of gain arising
from disposal of a subsidiary company – 2,105 – –
Group’s share of gain/(loss) arising
from liquidation of associated and
subsidiary companies 407 (12) – –
Return of capital on liquidation
of an investee company – 47 – 47
Write-back of provision/(provision)
for closure of operations of a
subsidiary company 746 (2,445) – –
Provision for diminution in value of
quoted investment in an associated
company (note 7) – (1,026) – (4,256)
Provision for diminution in value of
unquoted investments [note 9(b)] (775) (840) (775) (840)
2,712 (1,991) (775) (5,049)

75
31. Capital and lease commitments

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Capital and development expenditure


not provided for in the accounts:

Commitments in respect of
contracts placed 42,820 178,654 – –
Authorised but not contracted for 1,001 30 – –

Operating lease commitments in


respect of rental contracts with
a term of more than one year:

Minimum lease payments due:


Within one year 1,506 671 – –
Within two to five years 1,173 732 – –
2,679 1,403 – –

32. Other commitments

As at 30 June 1999, the following commitments were outstanding:

i. Forward currency contracts entered into by a subsidiary amounting to S$712,000 (1998: S$861,000).

ii. Forward currency contracts entered into by the company amounting to S$178,825,500 (1998: S$33,526,077).

76
33. Contigent liabilities (unsecured)

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

There are contingent liabilities


in respect of:

Guarantees issued to banks


for credit facilities granted to:
- subsidiary companies – – 486,569 436,038
- an associated company 8,280 8,280 8,280 8,280
- a joint venture company 352,021 330,780 352,021 330,780
- an investee company 4,927 4,907 4,927 4,907
365,228 343,967 851,797 780,005

There is a guarantee issued by a subsidiary company for 50% of interest payable on a credit facility
granted by banks to a joint venture company amounting to S$180 million.

In addition, the company has given guarantees as follows:

i. Proportionate guarantees for two-thirds of any interest payable under credit facilities amounting
to S$168.5 million (1998: S$168.5 million) granted by banks to a subsidiary company;

ii. Guarantees for full interest payable on a term loan facility amounting to S$130 million (1998:
S$130 million) granted by banks to a subsidiary company. The company has a counter indemnity
from the minority shareholder proportionate to its shareholding in the subsidiary company; and

iii. Unsecured guarantee for interest rate hedging arrangements entered into by a joint venture
company.

77
34. Related party transactions

In addition to the related party information disclosed elsewhere in the accounts, the following significant
transactions between the group and related parties took place during the year at terms agreed between
the parties:

GROUP GROUP COMPANY COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Sales to associated companies 81 69 – –

Commission income from


associated companies 5 82 – –

Rental income from


a joint venture company – 21 – –

Management fees received from:


- Associated companies 1,596 1,457 – –
- Joint venture companies 422 1,475 – –

Reimbursement of administrative
costs and service fees from:
- Subsidiary companies – – 2,026 1,490
- Associated companies 1,044 1,965 382 548

Financial, secretarial and administration


fees received from:
- Associated companies 78 88 – –
- Joint venture companies 84 22 – –

Progress payments received from


associated companies for purchase
of office and residential units from
the company at a total purchase
price of S$127,367,800 110,572 – – –

78
34. Related party transactions (continued)

The following substantial property transactions at market rates took place between a subsidiary company
and a director of the company as well as close family members connected with the directors of the company:

TOTAL PURCHASE TOTAL PURCHASE

GROUP GROUP

S$’000 S$’000

Sales of condominium housing units to a company


jointly owned by the spouse and a close family
member of a director of the company 12,409 –

35. Director’s interests

GROUP GROUP

1999 1998

S$’000 S$’000

Fees paid to a firm of which a director is a member 392 536

Property management fees received


from companies in which some of the
directors have a substantial interest (7) (7)

36. Subsequent events

The following events took place subsequent to the financial year end:

a. A subsidiary company has taken up its rights entitlement of 35,895,250 shares in an associated
company at HK$1.60 per share pursuant to a one-for-one rights issue by the associated company.

b. A subsidiary company disposed of one shop unit at Bukit Timah Plaza for S$1.25 million (Note 12).

79
37. Directors’ remuneration
1999 1998

Number of directors of the company in remuneration bands


S$500,000 and above 3 3
S$250,000 to S$499,999 1 1
Below S$249,999 5 5
9 9

38. Loss per share

The basic loss per share is calculated based on consolidated loss after taxation, minority interests, and
preference share dividends but before extraordinary items of S$133,682,000 (1998: S$145,503,000)
and after extraordinary items of S$130,970,000 (1998: S$147,494,000) divided by the weighted
average number of shares in issue during the year of 580,170,255 (1998: 566,018,088). Fully diluted
earnings per share has not been shown as the effect of dilution is not meaningful.

39. Statutory information required by paragraph 7 of the Ninth Schedule of the Companies Act

LIABILITIES PAYABLE LIABILITIES PAYABLE DEBTS PAYABLE DEBTS PAYABLE

BY THE COMPANY BY THE COMPANY TO THE COMPANY TO THE COMPANY

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000

Not later than 2 years 387,204 312,313 743,076 620,322


Later than 2 years but
not more than 5 years 3,747 80,815 919,734 858,540
Later than 5 years 251,045 253,377 473 143
641,996 646,505 1,663,283 1,479,005

40. Comparatives

Certain comparatives have been restated to conform with the current year’s presentation.

80
41. Industry/geographical segments

PROPERTY TRADING IN

INVESTMENT GARMENTS AND

AND ARCHITECTURAL INVESTMENT

DEVELOPMENT PRODUCTS AND OTHERS CONSOLIDATED

S$’000 S$’000 S$’000 S$’000

1999
Turnover
- Singapore 519,248 31,420 5,265 555,933
- Malaysia – 11 1,326 1,337
- Others 1,504 1,537 – 3,041
520,752 32,968 6,591 560,311

Segment results before


interest charges and
interest income # (53,639) 121 (2,774) (56,292)

Share of results of associated companies (2,418)

Share of results of a joint venture companies (2,073)

Interest income 30,352

Interest expense (84,219)

Group loss before taxation (114,650)

Segment assets * 1,786,901 25,704 152,219 1,964,824

Investment in net assets of


- Associated companies 414,732
- Joint venture companies 620,328

Total group assets 2,999,884

81
41. Industry/geographical segments (continued)

PROPERTY TRADING IN

INVESTMENT GARMENTS AND

AND ARCHITECTURAL INVESTMENT

DEVELOPMENT PRODUCTS AND OTHERS CONSOLIDATED

S$’000 S$’000 S$’000 S$’000

1998
Turnover
- Singapore 604,944 70,863 4,031 679,838
- Malaysia 449 3,357 1,214 5,020
- Others 6,385 2,979 3,039 12,403
611,778 77,199 8,284 697,261

Segment results before


interest charges and
interest income # (74,549) (2,763) (3,305) (80,617)

Share of results of
associated companies 35,213

Share of results of a joint venture companies (12,780)

Interest income 30,755

Interest expense (46,118)

Group loss before taxation (73,547)

Segment assets * 2,248,918 38,007 232,416 2,519,341

Investment in net assets of


- Associated companies 423,830
- Joint venture companies 476,735

Total group assets 3,419,906

The terms of inter-segment sales are established by negotiation between the parties. Inter-segment turnover
is not significant.

# Segment results are derived mainly in Singapore.


* Assets are mainly located in Singapore.

82
42. Companies in the group

Information relating to the companies in the group and its associated companies is given below. Unless
otherwise indicated, the companies are incorporated and carrying on business in Singapore.

COST OF

EQUITY HELD BY: INVESTMENT HELD BY

WING TAI WING TAI

HOLDINGS LIMITED SUBSIDIARY HOLDINGS LIMITED

NOTE 1999 1998 1999 1998 1999 1998 PRINCIPAL ACTIVITIES

% % % % S$’000 S$’000

a. The Company – – – – – – Investment holding.

b. Subsidiary companies - Unquoted


Brave Dragon Ltd (I) – – 89.4 89.4 – – Investment holding.
(Incorporated in the British Virgin Islands
and carrying on business in Hong Kong)
Brillion Investment Pte Ltd (II),(XI) – – 100 100 – – Under liquidation.
Bristona Pte Ltd (II) – – 100 100 – – Investment holding.
Brystone (S) Pte Ltd (III),(XI) – – 100 100 – – Under liquidation.
Casurina Investments Pte Ltd (IV) – – 100 100 – – Dormant
Chelshire Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Chelville Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Crossbrook Group Ltd 100 100 – – – – Investment holding.
(Incorporated in the British Virgin Islands
and carrying on business in Hong Kong)
Evermore Investment Pte Ltd (II) – – 85 85 – – Property investment
and development.
Honeck Properties Limited (XV) – – 100 100 – – Property investment
(Incorporated in the British Virgin Islands and development.
and carrying on business in the United Kingdom)
Kinsland Investment Pte Ltd (II) – – 55 55 – – Dormant
La Eau Enterprises Pte Ltd (V) – – 100 100 – – Trading of
buildings products.
La Eau Enterprises (H.K.) Limited (V) – – 100 100 – – Trading of
(Incorporated and carrying on business buildings products.
in Hong Kong)
Nester Investments Limited (II) – – 100 100 – – Investment holding.
(Incorporated in the British Virgin Islands
and carrying on business in Hong Kong)
Rondall Enterprises Limited (II) – – 100 100 – – Investment holding.
(Incorporated and carrying on
business in Hong Kong)
Stock-Mart Sdn Bhd (III) – – 51 51 – – Dormant.
(Incorporated and carrying on business
in Malaysia)
Van Long Manufactory (S) Private Limited (XI),(XII) – – 100 100 – – Under liquidation.

83
42. Companies in the group (continued)
COST OF

EQUITY HELD BY: INVESTMENT HELD BY

WING TAI WING TAI

HOLDINGS LIMITED SUBSIDIARY HOLDINGS LIMITED

NOTE 1999 1998 1999 1998 1999 1998 PRINCIPAL ACTIVITIES

% % % % S$’000 S$’000

Welwyn Investment Pte Ltd (II) – – 90 90 – – Property investment


and development.
Willes Investment Pte Ltd (II), (XI) – – 100 100 – – Under liquidation.
Winace Investment Pte Ltd (II) – – 100 100 – – Investment holding.
Winbill Investment Pte Ltd (II) – – 100 100 – – Dormant
Windeal Investment Pte Ltd (II) – – 100 100 – – Property investment.
Windew Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Winfaith Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Winfast Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Winforth Investment Pte Ltd (II) – – 70 70 – – Investment holding.
Wingain Investment Pte Ltd (II) – – 66.6 66.6 – – Property investment.
Winglade Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Wingold Investment Pte Ltd (XII) – – 100 100 – – Investment holding.
Wingrace Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Wingrove Investment Pte Ltd (II) – – 75 75 – – Property investment
and development.
Wintrust Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Winmax Investment Pte Ltd (II) – – 100 100 – – Property investment
Winnervest Investment Pte Ltd (II) – – 100 100 – – Investment holding.
Winns Investment Pte Ltd (II) – – 100 100 – – Investment holding.
Winprime Investment Pte Ltd (II) – – 90 90 – – Property investment
and development.
Winshine Investment Pte Ltd (II) – – 100 100 – – Property investment
Winshire Investment Pte Ltd (II) – – 100 100 – – Dormant
Winsland Investment Pte Ltd (II) – – 100 100 – – Property investment.
Winspeed Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.
Winwards Investment Pte Ltd (II) – – 85 85 – – Dormant
Winwave Investment Pte Ltd (II) – – 100 100 – – Dormant.
Winwill Investment Pte Ltd (II) – – 100 100 – – Dormant.
Winwise Investment Pte Ltd (II) – – 60 60 – – Property investment
and development.
Winworth Investment Pte Ltd (II) – – 100 100 – – Property investment
and development.

84
42. Companies in the group (continued)
COST OF

EQUITY HELD BY: INVESTMENT HELD BY

WING TAI WING TAI

HOLDINGS LIMITED SUBSIDIARY HOLDINGS LIMITED

NOTE 1999 1998 1999 1998 1999 1998 PRINCIPAL ACTIVITIES

% % % % S$’000 S$’000

Winzest Investment Pte Ltd (II) – – 100 100 – – Property investment


and development.
Wing Mun Realty Pte Ltd (II) – – 60 60 – – Dormant.
Wing Tai Apparel Pte Ltd (XII) – – 100 100 – – Trading of ready-.
made garments
Wing Tai Building Products Ltd (V) – – 100 100 – – Trading of
(Incorporated and carrying building products
on business in Hong Kong)
Wing Tai Child-Care Centre Pte Ltd (XII), (XI) – – 100 100 – – Under liquidation.
Wing Tai Enterprises Pte Ltd 100 100 – – 1,000 1,000 Trading of
architectural
products and
accessories, and
installation of
building materials.
Wing Tai Garment Manufactory 100 100 – – 22,877 22,877 Manufacture of
(Singapore) Pte Ltd woven labels and
investment holding.
Wing Tai Investment & Development Pte Ltd 100 100 – – – – Management and
administration of
projects
Wing Tai Land Pte Ltd 100 100 – – 107,489 107,489 Investment holding.
Wing Tai Pengurusan Sdn Bhd (II) – – 100 100 – – Project management
(Incorporated and carrying and maintenance
on business in Malaysia) of properties.
Wing Tai Property Management Pte Ltd (II) – – 100 100 – – Project management
and maintenance
of properties
Yoshinoya (S) Pte Ltd (XIV) – – 100 100 – – Restaurant operator.
131,366 131,366

c. Associated companies- Quoted


DNP Holdings Berhad 47.11 47.11 – – 121,026 121,026 Manufacturing and
(Incorporated and carrying trading of garments,
on business in Malaysia) - property
Quoted on the Kuala Lumpur development
Stock Exchange management and
investment holding.
USI Holdings Limited (VI) – – 21.36 21.36 – – Manufacturing and
(Incorporated in Bermuda and carrying trading of garments,
on business in Hong Kong) - property
Quoted on the Hong Kong development
Stock Exchange management and
investment holding.

85
42. Companies in the group (continued)
COST OF

EQUITY HELD BY: INVESTMENT HELD BY

WING TAI WING TAI

HOLDINGS LIMITED SUBSIDIARY HOLDINGS LIMITED

NOTE 1999 1998 1999 1998 1999 1998 PRINCIPAL ACTIVITIES

% % % % S$’000 S$’000

Winsor Properties Holdings Limited (XIII) – – 27.65 27.65 – – Property investment


(Incorporated in Cayman and development
Islands and carrying on and warehousing.
business in Hong Kong) -
Quoted on the Hong Kong
Stock Exchange
SNP Corporation Ltd 20 20 – – 14,729 14,729 Printing, and
- Quoted on the Stock publishing.
Exchange of Singapore

d. Associated companies – Unquoted


China-Singapore International Pte Ltd 30 30 – – 6,000 6,000 Investment holding.
(carrying on business in the
People’s Republic of China)
Claymore Properties Pte Ltd (VI) – – 50 50 – – Rental and sale
of properties.
DNP Enterprises Sdn Bhd (V) – – 49 49 – – Trading of
architectural and
building products
G2000 Apparel (S) Pte Ltd (XII) – – 45 45 – – Trading of ready-
made garments.
Sheffield International Limited (II) – – 50 50 – – Investment holding.
(Incorporated in the Cayman Islands
and carrying on business in Hong Kong)
Winjoy Investment Pte Ltd (II) – – 49 49 – – Property investment
and development.
Winwell Investment Pte Ltd (VII) – – 25 25 – – Dormant
Burlington Square Investment Pte Ltd (II) – – 50 – – – Property investment
(formerly known as Wincrest
Investment Pte Ltd)
Burlington Square Properties Pte Ltd (XVI) – – 50 – – – Property trading.
(formerly known as Winstar
Investment Pte Ltd)
141,755 141,755

e. Joint venture companies - Unquoted


Avondale Properties Limited (VIII) – – 30 30 – – Investment holding.
(Incorporated in the British Virgin Islands
and carrying on business in Hong Kong)
Blissville Properties Limited (IX) – – 40 40 – – Property investment
and development.

86
42. Companies in the group (continued)
COST OF

EQUITY HELD BY: INVESTMENT HELD BY

WING TAI WING TAI

HOLDINGS LIMITED SUBSIDIARY HOLDINGS LIMITED

NOTE 1999 1998 1999 1998 1999 1998

% % % % S$’000 S$’000 PRINCIPAL ACTIVITIES

Crown Million Enterprises Limited (VIII) – – 30 – – – Provision of


(Incorporated and carrying second mortage
on business in Hong Kong) financing.
P.T. Windas Development (II) – – 45 45 – – Property investment
(Incorporated and carrying and development
on business in Indonesia)
Richdeal Investment Pte Ltd (II) – – 50 50 – – Property Investment
and development
Suzhou Property Development Pte Ltd (II) – – 35 35 – – Investment holding.
(carrying on business in
the People’s Republic Of China)
Wingem Investment Pte Ltd (II) – – 45 45 – – Property investment
and development

Winpeak Investment Pte Ltd (II) – – 45 45 – – Property investment


and development

– –

Note
I Interest held by Wingold Investment Pte Ltd
II Interest held by Wing Tai Land Pte Ltd
III Interest held by Wing Tai Apparel Pte Ltd
IV Interest held by Winforth Investment Pte Ltd
V Interest held by Wing Tai Enterprises Pte Ltd
VI 20.54% interest held by Brave Dragon Ltd, and 0.82% interest held by Wing Tai Garment Manufactory (S) Pte Ltd.
VII Interest held by Winns Investment Pte Ltd
VIII Interest held by Nester Investments Limited
IX Interest held by Winace Investment Pte Ltd
X Interest held by Wing Mei Outer-Wear Company (Pte) Ltd
XI Under members’ voluntary liquidation as at 30 June 1999
XII Interest held by Wing Tai Garment Manufactory (S) Pte Ltd
XIII Interest held by Crossbrook Group Ltd
XIV Interest held by Wing Tai Investment and Development Pte Ltd
XV Interest held by Bristona Pte Ltd
XVI Interest held by Wintrust Investment Pte Ltd

87

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