Untitled
Untitled
Untitled
19
20
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies
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
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
** 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 $154,007,000
21
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies
DIRECTORS’ REPORT
The directors present their report to the members together with the audited accounts of the company
and of the group for the financial year ended 30 June 1999.
DIRECTORS
The directors of the company in office at the date of this report are:
Edmund Cheng Wai Wing (Deputy Chairman and Deputy Managing Director)
Ne Chen Duen
The principal activities of the subsidiary companies in the group consist of property development and
investment, provision of management services, manufacture of woven labels and trading in garments
and architectural products and accessories. There have been no significant changes in the nature of
these activities during the financial year.
During the financial year, Wing Mei Outer-Wear Company (Pte) Ltd, a subsidiary company was liqui-
dated through members’ voluntary liquidation.
22
RESULTS FOR THE FINANCIAL YEAR
GROUP COMPANY
S$’000 S$’000
23
GROUP COMPANY
REVENUE RESERVES
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.
- 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$1.80 per share for cash through private placement
of shares.
The net proceeds from the issue of shares were used to provide additional working capital for the
company and the group.
The company and its subsidiary companies did not issue any debentures during the financial year.
24
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
The Wing Tai Holdings Limited Executives’ Share Option Scheme
Pursuant to the Wing Tai Holdings Limited Executives’ Share Option Scheme (“Scheme”), the object of
which is to provide an opportunity for all eligible employees of Wing Tai Holdings Limited Group
(including executive directors) to participate in the equity of Wing Tai Holdings Limited, the following
directors are eligible to participate in the Scheme and were granted options in respect of ordinary
shares in the company as follows:
MAXIMUM NUMBER OF ORDINARY
SHARES IN RESPECT OF WHICH OPTIONS OPTIONS GRANTED DURING
DIRECTOR MAY BE GRANTED IN ONE YEAR THE FINANCIAL YEAR
Other than the above Scheme, the company was not a party to any arrangement, whose object is to
enable the directors to acquire benefits through the acquisition of shares or debentures in the company
or any other body corporate.
AT AT AT AT
SHARE OPTIONS
25
HOLDINGS REGISTERED HOLDINGS IN WHICH DIRECTOR
AT AT AT AT
By virtue of Section 7 of the Companies Act, Cheng Wai Keung, Edmund Cheng Wai Wing and Ne
Chen Duen are also deemed to have an interest in the shares of the various subsidiary companies held
by the company as disclosed in Note 42 to the accounts.
There was no change in any of the above-mentioned interests between 30 June 1999 and 21 July 1999.
DIVIDENDS
Dividends paid, declared or recommended on ordinary shares, redeemable cumulative preference shares
(“RCPS”) and redeemable convertible cumulative preference shares (“RCCPS”) since the end of the
company’s previous financial year were as follows:
S$’000
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.
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.
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$0.25 each in the
Company were outstanding:
NUMBER NUMBER
DATE OF GRANT OR DATE OF GRANT EXERCISED CANCELLED 30.6.1999 EXERCISE PRICE EXPIRY DATE
S$
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:
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;
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.
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.
30
AUDITORS
Our auditors, Price Waterhouse, have merged their practice with Coopers & Lybrand and now practise
in the name of PricewaterhouseCoopers.
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.
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:
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
35
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies
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
36
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies
1999 1998
S$’000 S$’000
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)
37
1999 1998
38
Wing Tai Holdings Limited (incorporated in Singapore) & Subsidiary Companies
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.
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.
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.
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.
43
3. Fixed assets
FREEHOLD &
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
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
44
3. Fixed assets (continued)
FREEHOLD &
LEASEHOLD
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
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
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
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
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
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
The investment properties at 30 June 1999, all of which are situated in Singapore unless otherwise speci-
fied, are as follows:
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$446.9 million) are mortgaged to banks to secure long term banking facilities
granted to the subsidiary companies (Note 23).
5. Deferred expenditure
6. Subsidiary companies
COMPANY COMPANY
1999 1998
S$’000 S$’000
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.
7. Associated companies
49
7. Associated companies (continued)
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.
50
8. Joint venture companies (continued)
51
8. Joint venture companies (continued)
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$’000
52
8. Joint venture companies (continued)
d. The group’s share of the capital commitments of the joint venture companies are as follows:
GROUP GROUP
1999 `1998
S$’000 S$’000
9. Investments
ii. A loan of S$6,368,000 (1998: S$4,942,000) made by a subsidiary company to its investee company
is unsecured, interest-free and is not expected to be repayable within the next 12 months.
53
10. Net current assets/(liabilities)
Current assets:
Development properties 11(a) 941,774 1,463,716 – –
Asset held for sale 12 1,250 – – –
Properties held for sale 11(a) 79,914 – – –
Stocks and work-in-progress 13(a) 4,746 11,069 – –
Trade debtors 14 21,609 22,902 – –
Sundry debtors, deposits
and prepayments 15 15,205 16,432 7,417 8,709
Dividends receivable from
- Unquoted subsidiary
Companies – – 57,856 –
- Quoted associated
Company 956 874 956 874
Interest-bearing bank accounts 17 22 50 – –
Fixed and call deposits 16,17 31,433 64,162 1,500 3,915
Bank balances and cash 16,17 5,272 8,697 264 108
1,102,181 1,587,902 67,993 13,606
Current liabilities:
Trade creditors 26,532 33,449 – –
Bills payable 527 1,073 – –
Bank overdrafts (unsecured) 17 282 2,373 105 348
Other creditors
and accrued charges 18 72,356 75,978 1,962 2,876
Long term loans
- Secured bank loans 23 78,300 61,750 – –
- Secured floating rate
notes due 1999 23 – 16,500 – 16,500
Short term bank loans
- Unsecured 9,778 53,890 9,778 52,290
Tenancy deposits 25 1,726 2,239 – –
Provision for taxation 39,199 63,876 703 1,619
Proposed dividend (net) 2,311 2,102 2,311 2,101
231,011 313,230 14,859 75,734
54
11. Development properties
GROUP GROUP
1999 1998
S$’000 S$’000
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$37,256,000).
55
11. Development properties (continued)
The development properties, all of which are situated in Singapore unless otherwise specified, are as
follows:
GROSS GROUP’S
Lot 41-30 TS26 Freehold 100% Completed 16,729 32,042 167 units of 60
Ewe Boon Road (Palm Spring) condominium
Lots 7951, 7945, 99-year lease 100% Completed 7,015 8,288 33 units 100
7957 and 7961 commencing of terrace
Mukim 27 (Eastwood Park) from 1995 housing
Lots 7908, 7909, 99-year lease 100% Completed 8,587 8,262 30 units of 100
7913, 7920, 7921, commencing semi-detached
7925, 7926, 7929, from 1995 housing
7963, 7964, 7966
- 7969, 7974 Mukim 27
(Eastwood Park)
Lot 874K, TS12 99-year lease 100% Completed 6,596 27,702 Commercial 100
Bencoolen Street from 1996 and
(Burlington Square) residential
Lot 8790A 99-year lease 53% Phase 1: 31 24,923 23,882 Proposed 100
Mukim 27, from 1997 December ’99 mixed landed
(Tanah Merah Green) Phase 2: First development
quarter 2000
Lots 55 & 684 99-year lease – – 12,471 – Proposed 75
TS28 from 1997 residential
Newton Grove development
56
12. Asset held for sale
GROUP GROUP
1999 1998
S$’000 S$’000
GROUP GROUP
1999 1998
S$’000 S$’000
57
14. Provision for doubtful trade debts
GROUP GROUP
1999 1998
S$’000 S$’000
GROUP GROUP
1999 1998
S$’000 S$’000
Amounts held under the “URA Partial Waiver Account Rules”, withdrawals
from which are restricted to payments for expenditure incurred on
development projects – 61
58
17. Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and balances with banks less bank overdrafts. Cash
and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:
GROUP GROUP
1999 1998
S$’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$61,000) whereby
withdrawals from project account bank balances and fixed deposits are subject to the “Housing Developers
(Project Account) Rules” and the “URA Partial Waiver Account Rules” respectively (Note 16).
59
19. Share capital
GROUP & GROUP &
COMPANY COMPANY
1999 1998
S$’000 S$’000
Authorised -
Ordinary shares
Balance at beginning of year -
Comprising 566,019,088 (1998: 566,007,088) ordinary shares
at S$0.25 each 141,505 141,502
60
19. Share capital (continued)
COMPANY COMPANY
1999 1998
S$’000 S$’000
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
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
Surplus/(deficit) on revaluation
of investment properties 1,574 (50,869) – –
63
20. Capital reserves (continued)
Less:
- Commission on private placement (1,019) – (1,019) –
64
20. Capital reserves (continued)
Translation of financial
statements of foreign
subsidiary companies,
associated companies and
joint venture companies 11,085 (22,069) – –
65
21. Revenue reserve
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$1.00 bears a fixed dividend rate of 1.5% (net of tax) per annum, payable
semi-annually on 15 January and 15 July from the years 1998 to 2002 (Note 19).
b. Dividends
1999 1998
S$’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
67
23. Long terms loans (continued)
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.
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$13,227,457 which bears interest ranging from 5.16 % to 9.87 % per annum.
COMPANY COMPANY
1999 1998
S$’000 S$’000
The accrual of redemption premium relates to the S$50 million Unsecured Fixed Rate Bonds (Note
23d) which are redeemable at 105.02% on 11 May 2005. The redemption premium is accrued over the
period of the Bonds and is payable upon redemption of the Bonds.
70
26. Other non-current liabilities (continued)
COMPANY COMPANY
1999 1998
S$’000 S$’000
27. Revenue
71
28. Profit before taxation
72
28. Profit before taxation (continued)
73
29. Taxation
The taxation charge in respect of profit for the current financial year for the company differs from the
amount determined by applying the Singapore taxation rate of 26% to profit before taxation due mainly
to certain expenses not being allowable for income tax purpose.
The taxation charge in respect of profit for the current financial year for the group differs from the
amount determined by applying the Singapore taxation rate of 26% to group profit before taxation due
mainly to certain expenses not being allowable for income tax purpose as well as tax losses in certain
subsidiary companies not being available to offset against taxable income of other subsidiary companies.
At 30 June 1999, certain subsidiary companies have unutilised tax losses and capital allowances available
for set off against future income chargeable to tax subject to there being no substantial change in
shareholders in accordance with the relevant provisions of the Income Tax Act. These are set out as
follows:
GROUP GROUP
1999 1998
S$’000 S$’000
74
30. Extraordinary items
75
31. Capital and lease commitments
Commitments in respect of
contracts placed 42,820 178,654 – –
Authorised but not contracted for 1,001 30 – –
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)
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.
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$130 million) granted by banks to a subsidiary company. The company has a counter indemnity
from the minority shareholder proportionate to its shareholding in the subsidiary company; and
iii. Unsecured guarantee for interest rate hedging arrangements entered into by a joint venture
company.
77
34. Related party transactions
In addition to the related party information disclosed elsewhere in the accounts, the following significant
transactions between the group and related parties took place during the year at terms agreed between
the parties:
Reimbursement of administrative
costs and service fees from:
- Subsidiary companies – – 2,026 1,490
- Associated companies 1,044 1,965 382 548
78
34. Related party transactions (continued)
The following substantial property transactions at market rates took place between a subsidiary company
and a director of the company as well as close family members connected with the directors of the company:
GROUP GROUP
S$’000 S$’000
GROUP GROUP
1999 1998
S$’000 S$’000
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
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$147,494,000) divided by the weighted
average number of shares in issue during the year of 580,170,255 (1998: 566,018,088). Fully diluted
earnings per share has not been shown as the effect of dilution is not meaningful.
39. Statutory information required by paragraph 7 of the Ninth Schedule of the Companies Act
40. Comparatives
Certain comparatives have been restated to conform with the current year’s presentation.
80
41. Industry/geographical segments
PROPERTY TRADING IN
1999
Turnover
- Singapore 519,248 31,420 5,265 555,933
- Malaysia – 11 1,326 1,337
- Others 1,504 1,537 – 3,041
520,752 32,968 6,591 560,311
81
41. Industry/geographical segments (continued)
PROPERTY TRADING IN
1998
Turnover
- Singapore 604,944 70,863 4,031 679,838
- Malaysia 449 3,357 1,214 5,020
- Others 6,385 2,979 3,039 12,403
611,778 77,199 8,284 697,261
Share of results of
associated companies 35,213
The terms of inter-segment sales are established by negotiation between the parties. Inter-segment turnover
is not significant.
82
42. Companies in the group
Information relating to the companies in the group and its associated companies is given below. Unless
otherwise indicated, the companies are incorporated and carrying on business in Singapore.
COST OF
% % % % S$’000 S$’000
83
42. Companies in the group (continued)
COST OF
% % % % S$’000 S$’000
84
42. Companies in the group (continued)
COST OF
% % % % S$’000 S$’000
85
42. Companies in the group (continued)
COST OF
% % % % S$’000 S$’000
86
42. Companies in the group (continued)
COST OF
– –
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