Professional Documents
Culture Documents
仁信治业 持之以恒
LAND
Chairman’s
Statement
Financial Highlights
Operations
Review
YANLORD LAND GROUP LIMITED
仁恒置地集团有限公司
2008 Annual Report
REG.NO. 200601911K
2008年报
仁信治业 持之以恒
YANLORD
LAND
CONTENTS
01 ABOUT YANLORD
MISSION STATEMENT
02 CHAIRMAN’S STATEMENT
Mission
Statement
Managing with benevolence and integrity,
achieving perpetuity through perseverance
仁信治业 持之以恒
YANLORD
LAND
钟声坚 先生
集团董事局主席兼总裁
02
YANLORDLAND 2008 ANNUAL REPORT
Chairman’s
Statement
Gross margin grows to 55.5% from 45.1%
on the back of a 32.6% increase in ASP
Dear Shareholders S$221.5 million in FY2007 to S$225.8 million in
It is with great pleasure that I present to you Yanlord FY2008 – a continued indication of the strong
Land Group Limited’s (“Yanlord” and together with brand value, ability to command premium pricing
its group of companies, “Group”) annual report and consumer confidence that Yanlord and its
for the financial year ended 31 December 2008 various subsidiaries possess in the PRC high-end
(“FY2008”). In addition to the usual highlights and residential market.
review of our operating and financial performance
over the year, I would like to share with our loyal While near-term market conditions remain
shareholders my views on the outlook of the PRC volatile, we are confident of the long-term
real-estate industry and the Group’s development outlook of the PRC real estate sector.
plans going forward. Leveraging on the vast experience of our
dedicated and talented management team,
Operational Highlights we will continue to focus on enhancing our
FY2008 had been a challenging year. Despite this competitive advantages in high-end residential
challenging operating environment, the Group development and further augment the Yanlord
remained resilient and achieved a total revenue of brand name within the PRC real-estate sector.
S$1.01 billion with a total gross floor area (“GFA”) Our Group has won numerous accolades
of 285,926 sqm delivered in FY2008. While total as a result of our continue commitment to
GFA delivered and revenue recognized in FY2008 quality and design. Building on our successful
were lower than that of FY2007 by 40.6% and business model to provide a comprehensive
18.0% respectively, the average selling prices package that includes differentiating designs,
(“ASP”) of Yanlord’s properties increased 32.6% quality developments and professional property
to RMB17,294 per sqm (equivalent to S$3,536) management services, the Group has developed
in FY2008. Attributable to the strong ASP a strong brand equity in the high-end residential
achieved in FY2008, gross profit margin grew sector which is well recognised by the market.
10.4% to 55.5% from 45.1% in FY2007 while net Our commitment to quality continues to attract
profit attributable to shareholders rose 2% from discerning customers who are willing to pay
03
YANLORDLAND 2008 ANNUAL REPORT
Chairman’s Statement
premium prices and underlines the continued increase in the accreditation in 2008. The successive nominations reflect the
ASPs for our developments. success and scalability of our property management services
model, and further enhances the Yanlord brand name
As a pan-region premier real-estate developer that excels with the assurance that residents of our developments will
in the provision of fully-fitted apartment units as well as continue to enjoy similar standards of living in every Yanlord
quality commercial and integrated property projects in development.
strategically selected key high-growth cities within the PRC,
Yanlord is committed to providing high quality products and On the back of these successes, the Group was named as China’s
excellent services to our customers. Adhering to its guiding “Top 10 Foreign Real Estate Company China Investment” by
principle of “Developing land with devotion; building quality overall ranking and “Top 10 Brand of Foreign Real Estate Company
accommodations with passion”, Yanlord consistently sets Invested in China” in September 2008 by the China Real Estate
new benchmarks within the PRC real estate sector through TOP 10 Research Team, who also estimates the Group’s current
the combination of avant-garde designs, quality materials and brand value to be worth approximately RMB 4.06 billion.
premier finishing to create an environment that balances both
form and functionality. Building our land bank reserves
I strongly believe that overcoming adversity is the only way that
Our developments in various high-growth cities in the PRC, success is forged. The turbulent market conditions will undoubtedly
including Shanghai, Suzhou, Nanjing and Zhuhai, continue to create opportunities to augment the future development of the Group
enjoy significant brand equity and strong demand by consumers. and we will capitalise on our strengths to seize such opportunities
Reflecting the market support for its fully furnished quality for growth when they arise.
developments, one of the Group’s projects in Shanghai, Yanlord
Riverside City was ranked by domestic real estate portal Soufun In February 2008, the Group invested in a residential development
as the residential development with the highest sales revenue project in Tianjin – Haihe Development Project. The site has a total
in Shanghai for 2008. Separately, our development in Zhuhai planned GFA of over 320,000 sqm and is ideally situated along
– Yanlord New City Gardens Phase 1 – was accredited with the picturesque riverfronts of the Xinkai and Ziya rivers. With the
the highest level “Triple A residential project” rating by the PRC limited availability of prime land within the urban regions of Northern
Ministry of Construction. China, this project will serve to further extend the Group’s market
presence within the Bohai Economic Zone.
The Group’s property management division is an extension of
our philosophy to providing buyers of its residential units with In July 2008, the Group successfully acquired a prime
a comfortable and endearing living environment. Subsequent residential development site with a total planned GFA of
to our property management company in Shanghai being approximately 160,000 sqm in Waigaoqiao District, Pudong,
selected as a national model for property management Shanghai. Strategically situated within Shanghai’s planned
services by the PRC Ministry of Construction, our property largest eco-development district, the site is amongst the few prime
management company in Nanjing was also awarded the same residential usage land parcels released for sale in Shanghai in
04
YANLORDLAND 2008 ANNUAL REPORT
Chairman’s Statement
2008 and have been slated for development into high-end true mettle of a company and discern the long-term economic
prime residential apartments. The site is in close proximity to viability of an enterprise. As management guru Peter Ferdinand
Shanghai’s comprehensive metro and highway networks and Drucker once said, “It is only through surviving crisis that a
offer easy access to the city’s financial centre. business may grow into a successful enterprise.” And as a
Chinese poem goes: A hero is differentiated by his ability to
Expansion of investment property portfolio overcome obstacles, as a flower blooms even more fragrantly
As a key well-balanced business strategy, the Group will continue after surviving the harsh winter weather.
to focus on delivering stable recurrent income streams through
developing premier retail and commercial developments. Currently, Through its illustrious history, Yanlord has encountered and
the Group has retained an aggregate GFA of approximately 500,000 surmounted many obstacles. These experiences have and
sqm spread across key Chinese cities such as Chengdu, Tianjin will continue to enhance the Group’s ability to rise above any
and Zhuhai for the development of various commercial properties. potential challenges. While the current market environment may
be challenging, we remain confident of the long-term potential
Construction of our major projects in Chengdu (Yanlord of the PRC real estate sector. Moving forward, the Group will
Landmark) and Tianjin (Yanlord Riverside Plaza) continues continue to maintain a sound financial policy, prudent investment
to be on-track. Of particular note, construction of Yanlord strategies while focusing on improving our quality control,
Landmark in Chengdu remains on schedule despite the property management, human resources, cultural and other
Szechuan earthquake in 2008. Slated to open in end 2009, the operational aspects to enhance the value of our products and
tender for units at Yanlord Landmark had attracted renowned services. It is only through such efforts that we can cater to the
international fashion brands who have signed preliminary lease long-term benefits of Yanlord shareholders.
agreements with payment of initial rental deposits.
In appreciation
In addition, the Group’s key development in Tianjin – Yanlord On behalf of our Board of Directors, I would like to express our
Riverside Plaza – continues to attract the interest of many globally sincerest gratitude to our shareholders for their trust and support.
renowned retailers. Slated to open in 2011, the Group has recently In appreciation, the Board of Directors has proposed a first and
signed a preliminary anchor tenant lease agreement with an Asian final dividend of 1.23 Singapore cents per share, representing
based multi-national departmental store for approximately 50,000 a dividend payout of approximately 10% of FY2008 net profit
sqm GFA, and continues to receive enquiries for other shop lots attributable to equity holders. We will continue to build on our
within the development. success towards future developments and endeavor to increase
shareholder value.
Outlook
2008 has been one of the most turbulent years in recent
memory with shockwaves from the financial sector resonating
across all aspects of the global economy. However, it is in
such challenging times that we are able to put to test the
05
YANLORDLAND 2008 ANNUAL REPORT
主席致辞
尊敬的各位股东:
本人在此呈报仁恒置地集团2008年度诸项业绩,同时也与各位股东
分享本人对中国地产业及集团未来发展前景的一些思考。
经营业绩亮点纷呈
与2007年相比,2008年的地产市场呈现巨大波动。虽然2008年销
受惠于物业平均销售价上
售面积为285,926平方米,同比减少40.6%,但是集团2008年的销 扬32.6%,2008年毛利率由
售均价同比上升32.6%,达到每平方米人民币17,294元(等同新币
3,536元);2008年的毛利率为55.5%,同比上升10.4个百分点。虽 45.1%劲升至55.5%
然2008年的销售收入约为新币10亿零7百万元,同比减少18.0%,
但2008年公司股东权益的净利润约为新币2亿2,584万元,同比上升
2%;显示出仁恒各成员企业在中国不同地区高端房地产市场的开
发实力、溢价能力和品牌价值。 商业操守,集团的市场影响和品牌价值稳步提升,被专业机构
评为“2008年海外在中国投资房地产上市公司综合实力TOP10企
面对市场的波动,集团管理层冷静思考,深入分析,沉着应对,进 业”和“2008海外在中国投资的房地产公司品牌TOP10”,企业品
一步增强仁恒在高端物业领域的竞争优势。集团在项目开发与产品 牌价值跃升至40.63亿元人民币。
链的每一个环节上精益求精,通过差异化设计、精细化施工、专业
化物业管理等一系列举措为客户创造更高的附加值。集团的经营模 土地储备稳步增加
式成就了仁恒的品牌价值,赢得了市场,满足了客户需求,得到了 我坚信,严冬孕育着春蕾,市场的波动与行业的调整孕育着更大的
各方的高度认可。 机遇。本着稳健经营的原则,2008年集团在天津、上海再添优质地
块,进一步增强了持续发展能力。
作为一个在中国从事跨区域、跨城市、跨业态开发经营的企业,仁
恒高度重视产品与服务的品质,以“善待土地、用心造好房”作为 2008年1月,集团收购了天津滨河水岸项目。项目毗邻新开河与子牙
自己持续追求的目标和不懈奋斗的动力。2008年,集团在上海、苏 河,建筑面积超过32万平方米,是中国北部城市稀缺的优质地块。
州、南京、珠海等地的楼盘均以优良品质受到消费者和业内同行的 集团在渤海湾经济区的市场地位进一步得到巩固。
认可。其中上海仁恒河滨城项目再次获得上海市年度住宅销售冠
军,销售业绩和市场反响令业内瞩目;珠海仁恒星园一期更是达到 2008年7月,集团摘牌获得了上海浦东新区外高桥五洲大道地块,
了中国国家建设主管部门对住宅产品的最高认定标准:“3A”级。 该地块是08年上海出让的为数不多的几个住宅地块之一,位置优
继上海仁恒物业管理公司之后,南京仁恒物业管理公司亦被评为 越,邻近轨道交通,处于规划中上海最大的绿地公园之内,建筑
国家物业管理一级资质企业。正是由于集团稳固的市场地位及 面积近16万平方米,适合开发高端的国际社区。
06
YANLORDLAND 2008 ANNUAL REPORT
主席致辞
持有投资物业稳步推进
集团目前在建的商用物业分布在成都、天津与珠海等地, 持有投
资物业总面积约50万平方米。值得一提的是,成都仁恒置地广场
(“置地广场”)项目进展顺利,没有因四川强震而滞后。项目招
商正按计划进行,已与多个国际一线品牌签订了意向协议,并收取
了租赁定金。置地广场的商场计划约于2009年底试营业,届时将成
为成都市最高档的购物中心之一。
集团位于天津的海河广场项目也进展顺利,集团已就其中面积达
5万平方米的主力百货商场与亚洲知名的企业集团签订了租赁意向
协议,预计2011年开始营业。
未来展望
2008年是世界动荡的一年,一场百年一遇的金融危机席卷了全世
界,也波及了中国经济。仁恒在发展的过程中曾经受了多次市场
考验和洗礼。但仁恒不断学会在危机中提高自己,在危机中继续
发展。正如管理学家德鲁克所说:只有经过多次危机洗礼的企
业,才能成长为伟大的企业。正可谓:自古英雄多磨难,梅花香
自苦寒来。
面对目前的困难与多变的市场环境,集团将继续保持稳健的财务政
策、审慎的投资策略,不断地提高质量控制、企业管理、人才、
制度、及文化等方面的水平,使我们的产品在各个环节都做得更
好,从而提升仁恒产品的附加值。只有这样,我们才能对股东的
长远利益负责。
Yanlord International Apartments Clubhouse
致谢
本人代表集团感谢所有股东的信任和支持。作为回报,集团董事
局建议以约净利润的10%派发股息,每股的首次及末期分红为新币
1.23仙。集团上下将继续努力,为股东创造更大价值。
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YANLORDLAND 2008 ANNUAL REPORT
仁信治业 持之以恒
YANLORD
LAND
Financial
Highlights
08
YANLORDLAND 2008 ANNUAL REPORT
Financial Highlights
Revenue Gross Profit Profit for the Year Net Profit Attributable
(s$million) (s$million) (s$million) to Equity Holders
(s$million)
337
314
281
559
553
1,228
226
222
438
1,014
1,007
171
500 200 100 100
FY 06 07 08 FY 06 07 08 FY 06 07 08 FY 06 07 08
Credit Ratios
As at 31 December 2006 2007 2008
(1) Capitalization = Total debt + Equity attributable to equity holders of the Company + Minority interests
09
YANLORDLAND 2008 ANNUAL REPORT
仁信治业 持之以恒
YANLORD
LAND
Yanlord Peninsula
Operations
Review Yanlord continues to extend its
market penetration and product
diversity to complement existing
revenue streams and derive
greater value for shareholders
10
YANLORDLAND 2008 ANNUAL REPORT
Operations Review
27
20
Net profit attributable to equity holders 221,500 225,841
20
EPS (on the weighted average
number of ordinary shares) (S$ cents) 12.52 12.35
FY 07 08 FY 07 08 Delivered GFA (sqm) 481,028 285,926
ASP (RMB) 13,038 17,294
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YANLORDLAND 2008 ANNUAL REPORT
Operations Review
The Group recorded a total 527,018 sqm of completed GFA in (1) Commitment to product and service quality standards to ensure
Shanghai, Nanjing, Suzhou and Chengdu in FY2008. Total GFA that additional value is generated for our customers.
under development as at 31 December 2008 was 1,228,650 sqm
distributed across Shanghai, Nanjing, Suzhou, Zhuhai, Tianjin and (2) Complement existing marketing efforts with more marketing
Chengdu. In FY2008, the Group commenced construction work channels to broaden the target client groups.
on 494,380 sqm GFA located mainly in Shanghai, Nanjing, Zhuhai
and Suzhou. The Group has also acquired additional land bank (3) Augment core competencies of the marketing team.
of 485,574 sqm GFA in Tianjin (Haihe land plot) and Shanghai
(Waigaoqiao land plot). (4) Continued focus in developing Yanlord’s brand equity and recognition
within the industry; leveraging on our brand equity to drive sales as
The Group was named as China’s “Top 10 Foreign Real Estate well as increasing flexibility on adjusting to prevailing market trends.
Company China Investment” by overall ranking and “Top 10
Brand of Foreign Real Estate Company Invested in China” by As at 31 December 2008, Yanlord attained total contracted but un-
the China Real Estate TOP 10 Research Team, a joint research booked pre-sales of approximately S$238.1 million, representing a
group consisting of Development Research Center of the State total undelivered GFA of approximately 56,894 sqm.
Council, Real Estate Research Institute of Tsinghua University
and China Index Academy, in September 2008. The study Property Development
also estimates the Group’s current brand value to be worth The Group continued its steady pace of new developments in FY2008.
approximately RMB 4.06 billion. For the year under review, we completed a total GFA of 527,018 sqm
with key developments in Shanghai, Nanjing, Suzhou and Chengdu.
Sale of Properties This brings the Group’s cumulative total completed GFA to 2,926,844
In FY2008, the Group’s revenue was derived from mainly the sqm. Adhering to our corporate philosophy “to develop land with
sale of properties at Yanlord Riverside City Phase 2 and 3 devotion and building quality accommodation with passion” we
(Shanghai), Yanlord Yunjie Riverside Gardens (Shanghai), continue to strive for safety and excellence in our developments which
Bamboo Gardens Phase 3 (Nanjing), Yanlord International has won recognition from our clients and industry peers.
Apartments (Nanjing), Yanlord Peninsula (Suzhou) and Hengye
Star Gardens (Chengdu). Testament to the Group’s development quality, our Zhuhai Yanlord
New City Gardens Phase 1 development was awarded with a
In view of market volatility and changing regulatory policies, the “Triple A residential project” accreditation by the PRC Ministry of
Group has initiated a series of key measures that will enable it Construction while our Shanghai Yanlord Riverside City development
to capitalise on potential growth trends and further enhance the was similarly awarded the Gold award for quality development by
Group’s property sales revenue. The key measures include: the Shanghai Real Estate Association.
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YANLORDLAND 2008 ANNUAL REPORT
Operations Review
Commercial Property Portfolio Group – with an 80% ownership in the project - plans to develop
The development of our commercial property portfolio represents the plot of land into fully-fitted apartments.
the Group’s strategic initiative to leverage on Yanlord’s brand
equity in the development of premier residences and create In July 2008, the Group successfully tendered for a prime residential
additional revenue streams to complement the Group’s existing development site with a site area of 97.074 sqm and a total planned
businesses. GFA of approximately 160,000 sqm in Waigaoqiao District, Pudong,
Shanghai. Strategically situated within Shanghai’s planned largest eco-
The Group has retained an aggregate GFA of approximately 500,000 development district, the site was amongst the few prime residential
sqm in various key high-growth PRC cities such as Chengdu, Zhuhai, usage land parcels released for sale in Shanghai in 2008 which is slated
Nanjing and Tianjin for the development of high-end commercial for development into high-end prime residential apartments. These
developments. Sited in city-centric locations, these developments sites are in close proximity to Shanghai’s comprehensive metro and
possess high intrinsic value and development potential. highway networks and offer easy access to the city’s financial centre.
Focused on developing high-end commercial projects that include As at 31 December 2008, the Group has a total land bank of 3.78
retail malls, grade A office suites, five-star hotels and serviced million sqm in GFA sited in city-centric locations within key high-growth
apartments, the Group optimises the mix of each investment cities of the PRC, and which possess high growth and development
property project to maximize returns and generate a recurring potential. Of the total land bank, properties under development
revenue stream that will boost shareholder’s value. accounted for approximately 1.23 million sqm GFA.
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YANLORDLAND 2008 ANNUAL REPORT
Operations Review
For Yanlord Riverside Plaza, located in Tianjin, the Group has Human Resource
constructed a unique “Ecological Atrium” within the interior Yanlord regards human resource as one of its most valuable
compounds of the Plaza to mitigate the harsh northern winters and assets and a key contributor to the Group’s continued success.
create a lush environment for its residents and retail customers. The Group has also adopted a series of effective selection,
development, reward and retention policies to attract and
The Group constantly exceeds the changing demands of our retain talented employees that contribute to the Group’s
discerning customers through a focused development strategy continued development. Operating on our mission statement
to amalgamate the latest building designs and techniques of “Managing with benevolence and integrity, achieving
with premium quality finishing. We have also taken into account perpetuity through perseverance”, we believe in treating our
environmental concerns and have started various ecological employees with trust, understanding and respect. We actively
initiatives to further enhance our developments. seek to maintain a working environment that is conducive for
continuous learning thereby allowing employees to develop to
Property Management their full potential.
The Group is one of the pioneers in introducing international
property management concepts to the PRC. In applying the Yanlord regards employee development and training as an
Group’s management philosophy to render a comfortable and integral function. We attach great importance to the development
endearing living environment for our customers, the Group employs of working teams within the organisation, and regard the role of
the latest technology and quality assurance standards to optimise the manager as one of “managing operations” and “nurturing
our management model. The Group works tirelessly in improving employees”. The Group has in place a series of training programs
our property management service levels and through such efforts, for managers to enhance their management capabilities.
offer our clients a unique “Yanlord” experience in superior living
conditions and excellence in service and care for our customers. Investor Relations
Corporate transparency and timely disclosure of information to
Currently our Shanghai and Nanjing property management shareholders is of key importance to Yanlord. We endeavor to
companies have received national level accreditation for Class maintain a high standard of corporate governance and proactively
1 Property Management Companies. Combining our wealth of seek to engage the investment community to facilitate the
experience and capability in property management, we have understanding of our Group’s business strategies and growth
developed an experienced and professional management potentials. Quarterly financial reports as well as announcements
team that continues to excel in the provision of quality property and press releases are also promptly posted on the SGX website
management services. To-date our property management and our corporate website, ensuring that investors receive timely
teams have won numerous awards at the national, provincial and accurate information.
and municipal levels.
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YANLORDLAND 2008 ANNUAL REPORT
Yanlord International Apartments Lobby Area
业务回顾
经营业绩概况
(新加坡币,千元) 2007 2008
毛利率 净利润率
营业收入 1,227,932 1,007,217 (%) (%)
毛利润 553,296 559,468
税前利润 537,591 580,883
净利润 336,704 313,956
股东应占净利润 221,500 225,841 60 40
56
每股盈利(新币,仙) 40
31
45
27
(以加权平均股数计算) 12.52 12.35 20
FY 07 08 FY 07 08
资产负债概况
(新加坡币,千元) 2007 2008
流动资产 2,032,970 2,265,901
非流动资产 1,750,927 2,553,279
总资产 3,783,897 4,819,180 业绩概要
流动负债 945,037 1,219,672 2008年,虽然面临市场波动,但全年公司股东权益的净利润仍录
非流动负债 849,061 1,269,132 得新币2亿2,584万元,同比上升2.0%。尽管2008年集团物业实现
总负债 1,794,098 2,488,804 销售面积为285,926平方米,相比2007年481,028平方米,减少了
小数股东权益 454,607 461,051 40.6%或195,102平方米,但集团2008年物业实现销售均价从2007年
股东应占权益 1,535,192 1,869,325 的每平方米人民币13,038元上升至每平方米人民币17,294元,上涨
幅度为32.6%。上述经营业绩是在金融海啸全球扩散、世界经济动
每股资产净值(新币,元) 0.84 1.02 荡不安、中国地产市场波动调整、消费者信心受到冲击的情况下
取得的,再次显示了仁恒在中国高端房地产市场的开发实力、溢
借贷及债务 价能力和品牌价值。
短期借贷 173,670 350,027
长期借贷 525,940 898,930 2008年集团每股盈利为新币12.35仙,摊薄后每股盈利为新币
可换股债券 299,195 323,562 11.66仙,均与2007年度基本持平。
总贷款额 998,805 1,572,519
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YANLORDLAND 2008 ANNUAL REPORT
业务回顾
2008年,集团竣工面积527,018平方米,主要分布于上海、南京、 项目开发
苏州和成都等四大城市;年末在建面积1,228,650平方米,主要分 2008年,集团各大项目的开发建设稳步推进。全年竣工建筑面积为
布于上海、南京、苏州、珠海、天津和成都等六大城市;新开工 527,018平方米,主要分布于上海、南京、苏州和成都等四大城市。
面积494,380平方米,主要分布于上海、南京、珠海、天津等四大 至此,集团中国境内累计竣工交付面积达到2,926,844平方米。
城市。2008年,集团新增土地储备485,574平方米,分别是天津的
滨河水岸项目和上海的五洲大道项目。 集团坚持“善待土地、用心造好房”的开发理念,各交付项目均
在工程质量和产品品质上精益求精,获得了市场和业主的广泛
集团的开发实力、经营业绩和品牌价值获得了市场和客户的高度 认可,如:珠海星园一期通过国家建设部3A级住宅性能认定,
认可。2008年,集团被国务院发展研究中心企业研究所、清华大 上海仁恒河滨城被上海市房地产行业协会评为上海市优秀住宅
学房地产研究所和中国指数研究院共同发起设立的“中国房地产 金奖。
TOP10研究组”评为“2008年海外在中国投资房地产上市公司综合
实力TOP10企业”,并被评为“2008海外在中国投资的房地产公司 商业地产
品牌TOP10”,企业品牌价值跃升至40.6亿元人民币。 商业地产开发经营是集团面向未来、增强综合竞争力的战略性举
措。集团以高档社区购物中心、中央商务区的都市型购物中心、
物业销售 甲级写字楼、五星级酒店及服务式公寓作为未来商业房地产开发
集团2008年销售物业主要包括:上海的仁恒河滨城二期、三期和仁 的主要发展方向,优化不同业态的组合,实现住宅和商业地产的
恒运杰河滨花园项目;南京的仁恒翠竹园三期和仁恒国际公寓;苏 优势互补,互相促进,获取持续稳定的现金流及持续的物业增值,
州的星岛仁恒和星屿仁恒以及成都的恒业星园项目。 为股东创造更多的价值。
面对全球经济和国内市场波动,集团深入分析市场形势,密切关 集团在中国的一些主要城市中心地段投资建设高端商用物业,总
注政策走向,积极把握行业发展动态,采取多项措施促进物业销 建筑面积约50万平方米。主要分布在成都、珠海、南京、天津。
售,主要包括: 这些物业位置优越,具有非常可观的价值。
17
YANLORDLAND 2008 ANNUAL REPORT
业务回顾
2008年7月,集团摘牌获得了上海浦东新区外高桥五洲大道地块, 目前,仁恒物业旗下拥有上海仁恒物业和南京仁恒物业两家国
该地块是08年上海出让的为数不多的几个住宅地块之一,位置优 家物业管理一级资质企业,形成了一支拥有丰富物业管理经验
越,邻近轨道交通,处于规划中上海最大的绿地公园之内。项目 的专业团队。仁恒物业管理的项目获得了多项市优、省优、国
占地面积97,074平方米,建筑面积约160,000平方米,将建造成上 优荣誉。
海浦东又一高品质、精装修的国际化社区。
人力资源
截至2008年年底,集团储备土地可开发面积约为378万平方米,其 仁恒通过优秀的企业文化来吸引和保留员工,视员工为企业的合
中在建面积约为123万平方米。这些项目多位于中国高增长城市的 作伙伴,信任、理解并善待员工,一直保持着员工队伍的相对稳
核心地段,具有可观的升值潜力。 定和不断成长。
产品研发 仁恒认为人才是企业的无形资产、第一资源,通过采取一系列措
仁恒高度重视产品研发工作,注重对新型、环保、绿色生态建筑 施,来有效实现对高素质管理团队和员工队伍的选、用、育、留
的研究与实践,根据项目情况采用各类先进技术和工艺,提升项 和激励。
目品质,满足客户对产品品质日益提高的需求。
公司在整个集团范围内,坚持并倡导统一的企业宗旨和核心价值
例如在上海仁恒河滨城项目中,公司采用了低温热水地板辐射采 观:“仁信治业,持之以恒”,并以此作为招募选拔和评估考核
暖技术,创造出真正符合人体散热要求的热环境,并节省采暖能 人才的标准。集团通过营造“低调务实,快乐向上”的组织氛围
耗10-15%;同时创新地建造超大面积下沉式阳光内庭地下车库,将 和人性化管理,来为员工提供展现能力和实现个人价值的平台,
地面的自然景观延伸到地下,为车库引入阳光及清新空气。 积极为员工营建适合而富有创造性的发展空间,鼓励员工积极而
卓越的工作,实现企业与员工的“双赢”发展。
在天津海河广场项目中,公司设计了生态中庭,针对北方四季变
化的气候特征,在寒冷的冬季,为消费者和小区业主提供了一处 对员工的持续培训与教育被认为是管理层一项非常重要的任务,
宝贵的绿色休闲空间。 集团非常重视职业经理人队伍建设,明确经理人的职责在于“做
事”与“育人”,借助涵盖全体员工的各类丰富的培训机会,辅
物业管理 之以人力资源优化措施,集团也由此实现了人力资源质量持续提
仁恒物业在中国大陆较早引入国际上先进的物业管理经验和理念, 升的战略目标。
将“恒心服务,一生呵护”的服务宗旨融入到“以人为本,客户至
上,注重细节,追求完美”的服务中去。 投资关系
集团注重向投资者提供及时、准确的讯息批露,并建立了一系列
仁恒物业注重引入新的科技成果和质量保证体系,持续完善和优化 有系统的沟通管道,向股东、投资者及分析员提供定期及可靠的
自身的管理模式,不断提升物业管理服务水平,以出色的服务使 讯息。季度业绩报告及各项公告和新闻稿均通过新加坡证券交易
业主享受中国内地超前的“星级酒店管家式”服务和“仁恒”个 所的官方网站公告及仁恒置地集团网站及时发布。
性化服务。
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YANLORDLAND 2008 ANNUAL REPORT
仁信治业 持之以恒
YANLORD
LAND
Operational
Highlights
Chengdu Hengye
Star Gardens Others
Gross Property Gross Property 5.6% 5.0%
Nanjing
Sales by City in 20.3%
Sales by Project Nanjing Yanlord
Shanghai Yanlord
FY2008 in FY2008 International Apartments
Riverside City (Phase 2)
8.2%
34.3%
Suzhou Nanjing Bamboo
10.0% Gardens (Phase 3)
Shanghai 11.9%
61.9% Chengdu
Shanghai Yanlord
5.6% Suzhou Yanlord Peninsula
Riverside City (Phase 3)
Others 10.0%
20.7%
2.2% Yunjie Riverside
Gardens Phase 1
4.3%
20
Peninsula
18.1%
12.8%
Properties
Under Properties Held for Suzhou
Suzhou Shanghai
Development 15.4% 15.9%
Future Development 13.0%
Shanghai
14.7%
Tianjin Tianjin
15.1% Nanjing 18.8%
13.5% Nanjing
24.1%
Total Total
Chengdu
1.23 2.55
Zhuhai
13.6% 8.5%
million sqm Zhuhai million sqm Shenzhen
21
26.5% 20.9%
YANLORD
LAND
Development
Schedule Summary
Completed Development Properties
Remaining
Unsold/Held for
Investment
/Fixed
Assets
Interest Commencement (Saleable
Project City Attributable Date Completion Date GFA (sqm) Area, sqm) Type
R = Residential
O = Office
S = Shop & Retail
H = Hotel & Service Apartment
(1) Consists of properties held for investment with unexpired terms of lease between 35-65 years as at 31 December 2008
(2) Consists of 10,362 sqm of saleable area of shop space
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YANLORDLAND 2008 ANNUAL REPORT
Development Schedule Summary
Actual
Interest Commencement Estimated
Project City Attributable Date Completion Date GFA (sqm) Type
R = Residential
O = Office
S = Shop & Retail
H = Hotel & Service Apartment
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YANLORDLAND 2008 ANNUAL REPORT
Development Schedule Summary
Estimated Estimated
Interest Commencement Completion
Project City Attributable Date Date GFA (sqm) Type
R = Residential
O = Office
S = Shop & Retail
H = Hotel & Service Apartment
(1) Subject to legal transfer of shareholding interest as provided in our SGXNET announcement dated 27 February 2009
(2) Subject to legal transfer of shareholding interest as provided in our SGXNET announcement dated 27 February 2009
25
YANLORDLAND 2008 ANNUAL REPORT
仁信治业 持之以恒
YANLORD
LAND
Our Project
Showcase
Developments in a class of their own
Selected Key Projects for FY2009
Tianjin
Shanghai
Nanjing
Chengdu
Suzhou
Guiyang
Zhuhai
Shenzhen
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YANLORDLAND 2008 ANNUAL REPORT
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YANLORDLAND 2008 ANNUAL REPORT
Our Project Showcase
SHANGHAI
Yanlord Riverside City
Yanlord Riverside City carries on Yanlord’s tradition
of building high-end residences as represented by
Yanlord Gardens and Yanlord Riverside Gardens.
The project, part of the Lianyang International
Community, is located at the heart of Pudong
New Area’s Administrative and Cultural Center.
Adjacent to the crossing of major transportation
routes of Dingxiang Road and Jinxiu Road, it offers
easy connection to Lujiazui Finance and Trade
Zone, Pudong International Airport, Jinqiao Export
Processing Zone, Waigaoqiao Free Trade Zone and
Zhangjiang Hi-tech Park where a large number of
foreign invested businesses are in operation. Yanlord
Riverside City is blessed with many amenities,
including the 140-hectare Century Park to the south,
and Shanghai Science and Technology Museum,
Oriental Art Center, Tomson Golf Course within its
vicinity. Yanlord Riverside City has a GFA of 740,000
m2 . The green area ratio of the project is as high as
60%. It also features a 50-meter wide boulevard, a
40-meter-wide Yangjing Creek meandering through,
7,000 m2 coast-themed sports and recreation area.
Yanlord Riverside City is the culmination of Yanlord’s
experience in developing fully-fitted residences.
As one of the largest international communities
in Shanghai, it now accommodates many senior
expatriate business executives. Yanlord Riverside
City has garnered several awards for its architectural
design, engineering, landscaping, decoration
finishing, etc. The widely acclaimed quality has made
Yanlord Riverside City a market hit since its launch.
To date it has ranked top in sales for residential
developments in Shanghai for both 2007 and 2008.
Jan.2008, Yanlord Riverside City won Golden Award for Quality Housing in Shanghai
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YANLORDLAND 2008 ANNUAL REPORT
Our Project Showcase
NANJING
Yanlord Yangtze Riverside City
Located along Yangtze River in Hexi New Area, Nanjing, Yanlord Yangtze
Riverside City occupies a land area of approximately 346,900 square meters,
which will be developed into a total GFA of approximately 688,000 square
meters. The project is divided into four phases of which the construction of the
first phase is presently undertaken.
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YANLORDLAND 2008 ANNUAL REPORT
Our Project Showcase
Yanlord Landmark
Yanlord Landmark is a key investment property project of Yanlord
in Western China. Located at the heart of Chengdu CBD along
major arterial roads, the project neighbours top-grade office
buildings, five-star hotels and luxury department stores. It enjoys
the most favorable location with the Metro Line No. 1 and other
business resources in close vicinity. Yanlord Landmark has a
planned GFA of approximately 166,800 m2 above ground and upon
completion will incorporate office areas, serviced apartments, and
a high-end shopping mall offering retail, conference, residence,
and other business and recreation facilities. It is positioned to Yanlord Landmark
be the top-end property that represents the highest technical
CHENGDU
and service standards and will cater to the needs of MNCs who
plan to locate their regional headquarters in Chengdu. Yanlord
has engaged a world renowned architectural consultant as well
as other renowned professional parties to contribute expertise
to ensure that the project excels in all aspects ranging from
engineering, landscaping to business operation; contributing
to Chengdu’s integration into the global business arena. Work
commenced in August 2006, Yanlord Landmark is expected to
be completed in 2009 and enter full operation between 2009 and
2010. The office space of the project will meet the demand of
international corporations in Chengdu with its high quality fittings
and is expected to accommodate regional headquarters of big
domestic and foreign companies. The serviced apartments in
Yanlord Landmark, in collaboration with Fraser Hospitality from
Singapore, will meet the demands of high-end business travelers,
affording them with luxury and comfort during their stay in
Chengdu. Yanlord Landmark will also be the epitome of the retail
market of Chengdu, showcasing latest fashion of the city and the
flagship stores of many international luxury brands.
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YANLORDLAND 2008 ANNUAL REPORT
Our Project Showcase
SUZHOU
Yanlord Peninsula
Yanlord Peninsula is Yanlord’s first project in Suzhou. Situated at 1818 Tongda
Road, Yanlord Peninsula is a lakeside villa project in the high-end residential
area of Suzhou in the vicinity of Jinji Lake and Dushu Lake. While benefiting
from the serenity of the lakeside area, it is also conveniently connected to the
old downtown Suzhou and Suzhou Industrial Park. Located on a peninsula
protruding into the 11.52 km2 Dushu Lake, Yanlord Peninsula, comprises of
350 townhouses and duplexes, and has a total GFA of around 89,000 m2.
The 1.5 km lake coast line, together with crossing canals, offers the project a
panoramic view and unprecedented exclusivity. The architecture of the project
draws inspiration from a coach house and seeks to provide customers with
unique living experiences, and was ranked among the Top 10 Best Properties in
the scenic city in 2007.
Yanlord Peninsula
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YANLORDLAND 2008 ANNUAL REPORT
Our Project Showcase
TIANJIN
Yanlord Riverside Plaza
Yanlord Riverside Plaza represents Yanlord’s venture into the fast-growing Bohai Rim
Region. Located in the traditional downtown area of Tianjin, Yanlord Riverside Plaza
enjoys local commercial and historical resources. It is also connected to the city’s
subway system. Yanlord Riverside Plaza occupies a land area of 95,000 m2 and
has a total GFA of approximately 520,000 m2 of which approximately 340,000 m2 is
above ground. The project is a modern building complex that incorporates residential
apartment, hotel, office building and retail outlets. Adding a large-scale central complex
and a pedestrian shopping street to the region, the office building in the northwest will
also be the focal point of the project overlooking the Haihe River. Yanlord Riverside
Plaza features various ecological initiatives that include a ground level green atrium.
An underground green landscape will also be developed to provide perennial greenery
to Tianjin. Yanlord Riverside Plaza, with multiple facets of commerce, recreation, and
tourism, is set to be an iconic project in Tianjin.
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YANLORDLAND 2008 ANNUAL REPORT
Yanlord Marina Centre
ZHUHAI
Yanlord Marina Centre
Yanlord Marina Centre, located along Qinglu Road (South) near the sea
coast, is to be built into a landmark of Zhuhai City. Lying adjacent to Gongbei
Customs Checkpoint to Macau, the project will enjoy easy access to the
entrance of the planned Hong Kong-Zhuhai-Macau Bridge as well as the
transport interchange of the light rail connecting Zhuhai and Guangzhou.
Yanlord Marina Centre, upon completion, will be a showcase development
of Zhuhai City. The total GFA of Yanlord Marina Centre will be 210,000 m2.
Construction is expected to commence in 2009. The project comprises a 5-
star hotel, high-grade residence and retail shops. The group is in discussions
with world-renowned hospitality groups to manage the hotel. The sea-view
residential apartments and the shopping arcades are slated to be key
highlights of Zhuhai’s future skyline.
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YANLORDLAND 2008 ANNUAL REPORT
仁信治业 持之以恒
YANLORD
LAND
Board of
investments.
Directors
management of Yanlord Land (Shenzhen) Co.,
Ltd. and is also the Deputy Director of our
operations in the Group since 2007.
34
YANLORDLAND 2008 ANNUAL REPORT
Board of Directors
35
YANLORDLAND 2008 ANNUAL REPORT
Board of Directors
Mr. Ronald Seah Lim Siang is our lead independent director and was appointed to the Board on
May 11, 2006. His last re-election as director was on April 29, 2008. Over a 25-year period between
1980 and 2005, he held various senior positions within the AIG Group in Singapore, initially as AIA
Singapore’s Vice-President and Chief Investment Officer managing the investment portfolio of AIA
Singapore and later as AIG Global Investment Corporation (Singapore) Ltd’s Vice President of Direct
Investments. Between 2001 and 2005, Mr. Seah was also the Chairman of the Board of AIG Global
Investment Corporation (Singapore) Ltd.
From 1978 to 1980, Mr. Seah managed the investment portfolio of Post Office Savings Bank as
Deputy Head of the Investment and Credit Department. Prior to that, he worked at Singapore Nomura
Merchant Bank as an Assistant Manager with responsibilities covering the sale of bonds and securities
and offshore (ACU) loan administration for the bank. Between 2002 and 2003, Mr. Seah served on the
panel of experts of the Commercial Affairs Department of Singapore.
Mr. Seah graduated with a Bachelor of Arts and Social Sciences (second upper honors) from the then
University of Singapore in 1975.
36
YANLORDLAND 2008 ANNUAL REPORT
Board of Directors
Ms. Ng Shin Ein is our independent director and was appointed to Lieutenant-General Ng Jui Ping (Retired) is our independent director
the Board on May 11, 2006. Her last re-election as director was and was appointed on September 20, 2006. His last re-election as
on April 27, 2007. She is the Regional Managing Director for Asia director was on April 27, 2007. He leads his own consulting business
of Blue Ocean Associates Pte Ltd, a pan Asian firm focused on and learning institute, August Asia Consulting Pte Ltd and Nanyang
investing in and providing financing solutions to businesses. She is Institute of Management, respectively. He holds selective non-executive
also in charge of the firm’s portfolio of European and U.S. Partners board positions including that of Independent Director on the board of
co-investing in Asia. SGX Mainboard-listed Pacific-Andes (Holdings) Limited. He is Advisor to
Chesterton International Property Consultants Pte Ltd.
Prior to this, Ms Ng was with the Singapore Exchange, where
she was responsible for developing Singapore’s capital market by General Ng has a distinguished 30-year military career that culminated
bringing foreign companies to list in Singapore. Additionally, she was with his appointment as the Chief of Defence Force, Singapore, from 1992
part of the Singapore Exchange’s IPO Approval Committee, where to 1995 and before that as the Chief of Army, Singapore, from 1990 to
she contributed industry perspectives to the committee, and also 1992. He was conferred a number of awards for distinguished service to
acted as a conduit between the marketplace and regulators. Singapore, including the Meritorious Service Medal (Military) in 1995 and
has been conferred prestigious awards by regional countries. .
Ms Ng practiced as a corporate lawyer in Messrs Lee & Lee for a
number of years where she advised on joint ventures, mergers and Upon retiring from his military career, General Ng chose to enter the private
acquisitions and fund raising exercises. sector. The IT/Internet company he co-founded, Horizon Technologies
Limited was listed on SGX Mainboard in Jan 2000 and he cashed-out in
Ng Shin Ein also sits on the boards of NTUC Fairprice, and First late 2004. Between 1995 and 2008, he held various positions including
Resources Limited, a listed palm oil company. Deputy Chairman of the Central Provident Fund Board, Singapore;
Director of the Port of Singapore Authority International (PSAI), the second-
largest Port Company in the World, and is Chairman of its China and
North East Asia region. Chairman of Chartered Industries of Singapore
Pte Ltd; Corporate Advisor, Singapore Technologies Pte Ltd; Corporate
Advisor, Singapore Technologies Engineering Ltd; Chairman, Singapore
Technologies Automotive Ltd and Chairman, Ordnance Development &
Engineering of Singapore (1996) Pte Ltd.
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YANLORDLAND 2008 ANNUAL REPORT
仁信治业 持之以恒
YANLORD
LAND
Key
Management
Mr. Chen Yue has been our Executive Vice-President since Mr. Jim Chan Chi Wai has been our Group Financial
April 2005 and is responsible for projects development. He Controller since 2003. He is responsible for our day-to-day
has more than 10 years of management experience as finance and accounting functions and is also involved in
the general manager of Yanlord Investment (Nanjing) Co., the supervision of our finance staff. He has more than 10
Ltd, managing our investments in Nanjing from 1994 to years of experience as an auditor and accountant. Prior
2005. Prior to joining Yanlord, he was a manager of Lufeng to joining our company, he was the financial controller
City Finance and Commercial Trading Co., Ltd from 1992 of Komark Hong Kong Co., Ltd., a subsidiary of Komark
to 1993. He was also the head of three other factories in Corp Berhad, a multinational company listed in Malaysia,
Lufeng City from 1978 to 1991, namely the Lufeng City for approximately two years. He was also a senior
Erqing Agency Plastic Material Factory, Lufeng City Donghai accountant at Cathay International Limited, a multinational
Paper Factory and Lufeng City Donghai Glass Factory. company with investments in the United Kingdom and
the PRC from 1997 to 2001 and senior audit accountant
at Price Waterhouse Coopers from 1993 to 1997. Mr.
Ms. Tan Shook Yng has been our Group General Chan graduated with a Bachelor of Arts in Accountancy
Counsel and Company Secretary since 2006. She is with Second Class Honors, Upper Division, from the City
responsible for our corporate planning and overseeing University of Hong Kong in 1993. He is a certified public
our legal and regulatory compliance functions. She has accountant registered with the Hong Kong Institute of
more than 10 years of experience as a lawyer practicing Certified Public Accountant and a fellow of the Association
cross-border corporate, commercial and corporate of Chartered Certified Accountants, Hong Kong.
finance laws, including areas of mergers and acquisitions,
restructuring, initial public offerings, rights and bond
issues, private placements, joint ventures, investment Mr. Zhuang Hui Ping has been the General Manager of
advice, stock exchange issues and employee share our Shanghai operations since 2005 and is responsible for
schemes. Prior to joining our Group, she was a partner the overall management of our business and properties
of a leading Singapore law firm, co-heading its Greater in Shanghai. From 2004 to 2005, he was responsible for
China Practice Group. Ms. Tan’s prior work experience managing our real estate business in Suzhou as a general
includes a position as the Senior Assistant Registrar of manager of Suzhou Zhonghui Property Development Co.,
the Registry of Companies & Businesses of Singapore Ltd. Prior to that, he was the assistant general manager of
(now known as Accounting and Corporate Regulatory Yanlord Investment (Nanjing) Co., Ltd from 1996 to 2004.
Authority of Singapore), and a senior associate with Between 1987 and 1999, he was the assistant general
international law firm, Baker & McKenzie. She is an manager of Yanlord Industrial (Shenzhen) Co., Ltd and
advocate and solicitor of the Supreme Court of Singapore was also responsible for the sales and marketing policies
and a member of the Singapore Academy of Law. of the business. Between 1995 and 1996, he was the
assistant manager of Riverfront Jin Feng Trading Co., Ltd
as an assistant manager. Mr Zhuang graduated from PLA
Nanjing Institute of Politics with a Bachelor’s degree.
38
YANLORDLAND 2008 ANNUAL REPORT
Key Management
Mr. Zhang Hao Ning has been the General Manager of Mr. Huang Zhong Xin has been the General
our Nanjing operations since 2005 and is responsible for Manager of our Chengdu operations since 2005 and
the overall management of our business in Nanjing. He was is responsible for the overall management of our
our assistant general manager between 2000 and 2005, operations in Chengdu. Since 2002, he served as
and the manager of our operations department from 1994 an assistant general manager and later the general
to 2000. Prior to joining us, he worked as a cost engineer in manager of Yanlord Industrial (Chengdu) Co., Ltd.
the Architecture Design Institute, Nanjing and Hong Kong He was involved in the day to day operations of the
Changjiang Pte Ltd, Nanjing between 1990 and 1994, and company. Mr. Huang has been with the Yanlord group
was responsible for the management of their engineering since 1989. He was first involved in the international
budgets and was also involved in the design work of an trading business of Yanlord Holdings until 1993.
architecture design institute. Mr. Zhang obtained a Master Subsequently, he was the assistant general manager
degree in Economics from the Nanjing University in the of Yanlord Industrial (Shenzhen) Co., Ltd and was
PRC in 1995. He is also a registered cost engineer with the responsible for setting up of industrial centres for two
Jiangsu Department of Personnel since 1998. years. From 1994 to 2002, he was an assistant manager
at Yanlord Investment (Nanjing) Co., Ltd and acting
general manager of Yanlord Property Management
Mr. Xiao Zujun has been the General Manager of our Co., Ltd and was involved in the marketing, project
operations in Suzhou since November 2006 and is planning and property management functions of these
responsible for the overall business in Suzhou. Prior to companies. He graduated with a Bachelor’s degree
this, Mr. Xiao was the assistant general manager of our in Literature from Beijing Humanities Correspondence
Suzhou company from 2004 to 2005. Between 2002 and University in 1988.
2004, Mr. Xiao was the general manager of our Chengdu
business. In 1992, Mr. Xiao participated in the setting up
of Guizhou Hanfang Group and assumed the position of Mr. Lam Ching Fung has been the General Manager
the group’s vice general manager. In the same year, he of our Zhuhai operations since 2005 and is responsible
helped set up Guizhou Hanfang Real Estate Development for the overall management of our operations in Zhuhai.
Company and took responsibilities as the company’s He was previously the director of the Zhuhai Special
general manager. From 1983 to 1992, Mr. Xiao worked Economic Zone Longshi Bottle Capping Factory where
for the Personnel Department of Guizhou University. Mr. he was responsible for the overall management of the
Xiao Zujun graduated from Guizhou University in 1983 business. Mr. Lam has completed an executive course
with a Bachelor’s degree in History. Mr. Xiao qualified as a in Advanced Business Management conducted by the
practicing lawyer in China since 1988. Qinghua University, Zhuhai.
39
YANLORDLAND 2008 ANNUAL REPORT
Key Management
Mr. Dai Gang has been the general manager of our Mr. Chung Chiu Yan has been an Executive Director
Shenzhen operations since February 2008 in addition to of one of our subsidiaries, Yanlord Investment (Nanjing)
his responsibilities as our Group’s chief engineer and the Co., Ltd. since 2004. Prior to joining us, he worked as
vice general manager of our Shanghai subsidiary. Mr. Dai an executive at Guangdong Province Lufeng Supplies
joined our Shanghai subsidiary in March 1993 and worked Association for five years. Between 1980 and 1985, he
as an electric engineer to project manager, department worked at Guangdong Province Lufeng City West River
manager, deputy chief engineer and vice general manager. Sanitisation Factory. He was a teacher at Guangdong
Mr. Dai has been chairing the committee for fully-fitted Province Lufeng New Light Primary School from 1975
apartments under the Residential Property Developers’ to 1980. Mr. Chung graduated from China Guangdong
Union, Shanghai Federation of Industry & Commerce since Province Lufeng Longshan High School in 1965.
October 2005. Mr. Dai graduated from Shanghai Textile
Technology College and majored in Industrial Automation.
Mr. Dai is a certified supervisory engineer. Mr. Zheng Xi has been serving as the Vice-Chairman on
the board of one of our subsidiaries, Yanlord Investment
(Nanjing) Co., Ltd. since 1995 and is responsible for the day
Mr. Lin Jun Ting joined our Tianjin operations as Assistant to day operations of the Group’s business in Nanjing. Prior
General Manager in January 2004 and, since December to joining us, Mr. Zheng was the assistant general manager
2008, has been responsible for the overall management of Guangdong Province Shenzhen Yanlord Huayou Co.,
of our Tianjin business. Prior to joining Yanlord, he served Ltd. for five years. Between 1969 and 1988, he was the
as director and general manager of Hong Kong Art and deputy supervisor of Guangdong Province Lufeng Supplies
Decoration Co. Ltd., and as director and general manager Association. Mr. Zheng majored in business management
at a catering management company in Canada. Mr. Lin in the Guangdong Province China Finance and Trade
graduated from LaSalle College of Montreal Canada in Management College and graduated in 1986.
1993 and majored in hotel management.
40
YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
Yanlord Land Group Limited (“Company” and its group of companies, “Group”) is committed to complying
with the Code of Corporate Governance 2005 (“Code”) so as to safeguard the interests of the shareholders
(“Shareholders”). This statement outlines the Company’s corporate governance processes and activities that
were in place during the financial year. The Company aims to improve its corporate governance processes in line
with the Code.
BOARD MATTERS
The principal functions of the board of directors of the Company (“Board”) include, among others, supervising
the overall management and performance of the business and affairs of the Group and approving the Group’s
corporate and strategic policies and direction.
Matters which are specifically reserved for the Board’s approval include, among others, significant corporate
matters and major undertakings. The Board dictates the strategic direction and management of the Company
through quarterly reviews of the financial performance of the Group. To facilitate effective management, certain
functions of the Board have been delegated to various Board’s committees, namely, the Audit Committee (“AC”),
the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Risk Management Committee
(“RMC”) (collectively, “Board Committees”).
The Company’s Articles of Association (“AA”) are sufficiently flexible to allow a Director to participate at a meeting
via telephone, video conference or by means of similar communication equipment. In the course of the financial
year under review, the number of meetings held and attended by each of the Board and Board Committees is as
set out below:
Notes:
*: Reflects the number of meetings held during the time that the director held office.
-: Indicates that the director was not a member of that committee during the year.
New directors, upon appointment, are given information on the Group’s business, structure and corporate and
strategic direction. The directors are also encouraged to visit the development sites of the Group as and when
time permits, and to receive further relevant briefings, particularly on relevant new laws and regulations, from time
to time, if necessary.
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YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
There is a strong and independent element on the Board, with independent directors making up half of the
Board. The Board believes that the size and composition of the Board, their experience and core competencies
in various fields are appropriate and effective, taking into consideration the scope and nature of operations of the
Company.
Mr. Zhong Sheng Jian currently fulfills the role of Chief Executive Officer (“CEO”) and Chairman of the Board
(“Chairman”).
The Board has not adopted the recommendation of the Code to have separate directors appointed as the
Chairman and the CEO. This is because the Board is of the view that there is a sufficiently strong independent
element on the Board to enable independent exercise of objective judgement on the corporate affairs of the
Group. Pursuant to the recommendation in the Code, the Company has also appointed Mr. Ronald Seah Lim
Siang as its lead independent director.
The Chairman, Mr. Zhong Sheng Jian is responsible for, among others, exercising control over the quality,
quantity and timeliness of the flow of information between the management of the Company (“Management”) and
the Board, and assisting in ensuring compliance with the Company’s guidelines on corporate governance.
The NC makes recommendations to the Board on all board appointments. The majority of the members of the
NC, including its chairman, are independent. The chairman of the NC is Mr. Ng Ser Miang who is not directly
associated with a substantial shareholder as prescribed in the Code. The other 2 members are Mr. Zhong Sheng
Jian and Mr. Ronald Seah Lim Siang. The NC is guided by its terms of reference which set out its responsibilities.
The NC will be responsible for:
(a) reviewing and recommending the nomination and re-election of our directors having regard to the director’s
contribution and performance;
42
YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
(c) assessing the performance of our Board and contribution of each director to the effectiveness of the
Board.
New directors are appointed by the Board after taking into consideration the recommendation made by the NC
of such Board appointments. The AA of the Company requires new directors appointed during the year to submit
themselves for re-election at the next Annual General Meeting (“AGM”) of the Company. The AA also requires
one-third of the Board to retire by rotation at every AGM. This means that no director may stay in office for more
than three years without being re-elected by shareholders.
The Company has in place a system to assess the performance of the Board as a whole and the contribution
of each director to the effectiveness of the Board (“Performance Assessment”). The results of the Performance
Assessment were reviewed by the NC and circulated to the Board for consideration thereafter.
The NC, in considering the re-appointment of any director, evaluates the performance of the director. The
assessment parameters include attendance record at meetings of the Board and Board Committees, intensity of
participation at meetings and the quality of interventions.
The Board adopts the independence test recommended by the Code. Taking into account the independence test,
the NC considers and determines the independence of directors.
Key information regarding the directors is set out in this Annual Report under the heading entitled “Board of
Directors”.
The Board was provided with financial information, as well as relevant background information and documents
relating to items of business to be discussed at Board meetings prior to the scheduled meetings. The directors
may (whether individually or as a group), in the furtherance of their duties, take independent professional advice
(e.g. auditors), if necessary, at the Company’s expense.
The Board has separate and independent access to the Company’s Management and Company Secretary at all
times.
The Company Secretary attends all Board and Board Committees meetings. The role of the Company Secretary
includes responsibility for ensuring that Board procedures are followed and applicable rules and regulations are
complied with. Under the direction of the Chairman, the Company Secretary also ensures good information flows
within the Board and its Board Committees and between the Management and independent directors.
43
YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
REMUNERATION MATTERS
The RC comprises 3 members, all of whom are independent directors. The chairman of the RC is Lt-Gen (Ret) Ng
Jui Ping and the other 2 members are Mr. Ronald Seah Lim Siang and Ms. Ng Shin Ein.
The RC is guided by its terms of reference, which set out its responsibilities. The RC recommends to our Board,
a framework of remuneration for the directors and reviews the remuneration packages of the executive directors.
The recommendations of our RC are submitted for endorsement by the Board. All aspects of remuneration,
including but not limited to directors’ fees, salaries, allowances, bonuses and benefits in kind are reviewed by our
RC. The RC also reviews the remuneration of senior management and administers the Company’s Share Option
Scheme 2006.
No director or member of the RC has been involved in deciding his own remuneration package. The total
remuneration mix for the CEO, executive directors, executive officers and key employees of the Group comprises
three key components, namely, basic salary, annual performance incentive and other benefits including benefits-
in-kind.
Save for directors’ fees, which have to be approved by the Shareholders at every AGM, the independent directors
do not receive any remuneration from the Company.
The remuneration (which includes basic salaries, annual performance incentive, directors’ fees and other benefits
including benefits-in-kind) paid or payable to each of our directors, executive officers and other key employees as
at 31 December 2008 based on their respective employment periods served in FY2008, in bands of S$250,000,
are as follows:
Other benefits
Annual including
Performance Directors’ benefits in
Remuneration Bands Basic Salary Incentive Fees kind Total
S$3,500,000 to S$3,749,999
Zhong Sheng Jian 7% 91% 0 2% 100%
Below S$250,000
Chan Yiu Ling 74% 26% 0 0 100%
Hong Zhi Hua 74% 26% 0 0 100%
Zhong Siliang 79% 21% 0 0 100%
Ronald Seah Lim Siang 0 0 100% 0 100%
Ng Ser Miang 0 0 100% 0 100%
Ng Shin Ein 0 0 100% 0 100%
Ng Jui Ping 0 0 100% 0 100%
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YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
(2) Remuneration of Executive Officers and Other Key Employees (who are not also directors) for FY2008
S$250,000 to S$499,999 5
Below S$250,000 10
Total: 15
The Group’s executive officers and other key employees’ remuneration are presented by number of
employees in the bands of S$250,000 as set out above. This gives a macro perspective of the remuneration
pattern of the executive officers and key employees while maintaining confidentiality of staff remuneration
matters.
(3) Employees who are immediate family members (i.e. spouse, child, adopted child, step-child, brother, sister
and parent) of a director or the CEO, and whose remuneration exceed S$150,000 during the year.
Two key employees whose remuneration exceeds S$150,000 during FY2008 are related to our Chairman
and CEO, Mr. Zhong Sheng Jian and our Executive Director, Mr. Zhong Siliang. The remuneration of both
key employees are within the remuneration band of below S$250,000 each.
(2) Yanlord Land Group Share Option Scheme 2006 (collectively, the “Schemes”).
Details of the Schemes are set out in the Report of the Directors.
The Board understands its accountability to the shareholders for the Group’s performance, and Management
understands its role in providing all members of the Board with financial accounts and information, which present
a balanced and comprehensive assessment of the Group’s performance, financial position and prospects on a
regular basis.
The Management is accountable to the Board and presents to the Board, quarterly and full-year financial results
after the same are reviewed by the Audit Committee. The Board reviews and approves the results and authorises
the release of results to the public via SGXNET.
45
YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
The AC comprises 3 independent directors. The chairman of the AC is Mr. Ronald Seah Lim Siang and the other
2 members are Ms. Ng Shin Ein and Lt-Gen (Ret) Ng Jui Ping. The AC is guided by its terms of reference which
set out its responsibilities.
Our AC will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate
accounting records, develop and maintain effective systems of internal control, with the overall objective of
ensuring that the Management creates and maintains an effective control environment in our Group. Our AC will
provide a channel of communication between the Board, the Management and our external auditors on matters
relating to audit.
(a) review with the external auditors and where applicable, our internal auditors, their audit plans, their
evaluation of the system of internal accounting controls, their letters to Management and the Management’s
response;
(b) review quarterly and annual financial results announcements before submission to the Board for approval,
focusing in particular on changes in accounting policies and practices, major risk areas, significant
adjustments resulting from the audit, compliance with accounting standards and compliance with the SGX-
ST Listing Manual and any other relevant statutory or regulatory requirements;
(c) review the internal control procedures and ensure co-ordination between the external auditors and the
Management, and review the assistance given by the Management to the auditors, and discuss problems
and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (in the
absence of the Management, where necessary);
(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement
of any relevant laws, rules or regulations, which has or is likely to have a material impact on our operating
results or financial position, and the Management’s response;
(e) consider and recommend the appointment or re-appointment of the external auditors and matters relating
to the resignation or dismissal of the auditors;
(f) review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;
(h) undertake such other reviews and projects as may be requested by the Board, and report to the Board its
findings from time to time on matters arising and requiring the attention of our AC; and
(i) generally undertake such other functions and duties as may be required by statute or the SGX-ST Listing
Manual, or by such amendments as may be made thereto from time to time.
46
YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
Our AC meets, at a minimum, on a quarterly basis. In the event that a member of the AC is interested in any
matter being considered by the AC, he will abstain from reviewing that particular transaction or voting on that
particular resolution. If necessary, the AC also meets with the internal and external auditors without the presence
of Management. The internal and external auditors have unrestricted access to the AC and vice versa. The AC
has been given full access to and co-operation of the Management and has reasonable resources to enable it to
discharge its function properly.
The AC, having reviewed all non-audit services provided by the external auditors to the Group in FY2008, is
satisfied that the nature and extent of such services would not affect the independence of the external auditors.
The Board is responsible for the Company’s internal control measures to safeguard shareholders’ investments.
The internal controls are intended to provide reasonable but not absolute assurance against material
misstatements or losses and include the safeguarding of assets, the maintenance of proper accounting records,
the reliability of financial information, compliance with appropriate legislations, regulations and best practices,
and the identification and containment of business risks.
The RMC comprises 4 members. The chairman of the RMC is Ms. Ng Shin Ein and the other 3 members are Mr.
Zhong Sheng Jian, Mr. Ng Ser Miang and Lt-Gen (Ret) Ng Jui Ping. The RMC is guided by its terms of reference
which set out its responsibilities including:
(a) identifying, measuring, managing and controlling risks that may have a significant impact on our property
development activities;
(b) reviewing and assessing our risk related policies and methodologies; and
(c) considering and reviewing matters that may have a significant impact on the stability and integrity of the
property market in China.
The Board and AC are satisfied that there are adequate internal controls in the Company.
The Group has an in-house internal audit function (“Internal Audit”) that is independent of the activities it audits.
The Internal Audit reports directly to the AC chairman, and administratively to the Chairman and CEO.
The key role of the Internal Audit is to promote effective internal control in the Group and to monitor the
performance and effective application of internal audit procedures. The Internal Audit is expected to meet the
standard set by internationally recognised professional bodies including the Standards for the Professional
Practice of Internal Auditing set by The Institute of Internal Auditors. The AC is satisfied that the Company’s
internal audit function is adequately resourced.
47
YANLORDLAND 2008 ANNUAL REPORT
Corporate Governance Statement
In line with continuous disclosure obligations of the Company, the Board’s policy is that shareholders be informed
promptly of any major development that may have a material impact on the Group’s performance. Information is
communicated to shareholders on a timely basis, through annual reports that are to be issued to all shareholders
within the mandatory period, quarterly financial statements announcements, press releases and other relevant
announcements via SGXNET. The Company does not practice selective disclosure.
The Company operates its corporate website at www.yanlordland.com through which shareholders will be able to
access updated information on the Group. The website provides corporate announcements, press releases and
other information of the Group.
At the AGM, shareholders will be given the opportunity to express their views and make enquiries regarding the
business and operations of the Group. Separate resolutions are proposed for substantially separate issues at the
AGM.
DEALINGS IN SECURITIES
The Company has adopted and implemented an internal compliance code to provide guidance to its Directors
and key employees in relation to the dealings in its securities issued by the SGX-ST. Directors and key employees
who have access to material price sensitive information are prohibited from dealing in securities of the Company
prior to the announcement of a matter that involves material unpublished price sensitive information. They are
also prohibited from dealing in the Company’s securities one month prior to the announcement of the Company’s
half year and full year financial results and 14 days before the announcement of the Company’s first quarter and
third quarter financial results.
48
YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
The directors present their report together with the audited consolidated financial statements of the Group
and the balance sheet and statement of changes in equity of the Company for the financial year ended December
31, 2008.
1 DIRECTORS
The directors of the Company in office at the date of this report are:
Zhong Siliang
Ng Ser Miang
Ng Shin Ein
Ng Jui Ping
Neither at the end of the financial year nor at any time during the financial year did there subsist any
arrangement whose object is to enable the directors of the Company to acquire benefits by means of the
acquisition of shares or debentures in the Company or any other body corporate, except for the options
mentioned in paragraph 5 of the Report of the Directors.
49
YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
The directors of the Company holding office at the end of the financial year had no interests in the share
capital and debentures of the Company and related corporations as recorded in the register of directors’
shareholdings kept by the Company under Section 164 of the Singapore Companies Act (“Act”) except as
follows:
The Company
a. Ordinary shares
Zhong Sheng Jian(1) 1,987,000 1,987,000 1,271,000,000 1,277,514,000
Zhong Siliang 20,000 20,000 – –
(2)
Chan Yiu Ling 20,000 20,000 5,000 5,000
(3)
Hong Zhi Hua 310,000 310,000 – –
Ronald Seah Lim Siang 50,000 50,000 – –
Ng Ser Miang 200,000 300,000 – –
Ng Shin Ein 38,000 38,000 – –
(1) Zhong Sheng Jian is deemed to be interested in 1,277,514,000 ordinary shares in the Company held by Yanlord Holdings Pte.
Ltd. (“YHPL”). YHPL is a company which is owned by Zhong Sheng Jian (95% shareholding interest) and his spouse (5%
shareholding interest).
(2) 5,000 shares in the Company held by the spouse of Chan Yiu Ling.
50
YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
The directors’ beneficial interest in other related corporations’ shares and debentures were as follows:
Related corporations
By virtue of Section 7 of the Singapore Companies Act, Zhong Sheng Jian is deemed to have an interest in
the Company and all the related corporations of the Company.
The directors’ interest in the shares and convertible notes of the Company as at January 21, 2009 were the
same as at December 31, 2008.
Except as disclosed in the financial statements, since the beginning of the financial year, no director has
received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of
the Act, 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 other than
salaries, bonuses and other benefits. Certain directors received remuneration from related corporations in
their capacity as directors and/or executives of those related corporations.
51
YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”)
(a) On June 21, 2006, the options to subscribe for an aggregate of 14,592,000 ordinary shares in the
capital of the Company pursuant to the Pre-IPO ESOS were duly granted. The Pre-IPO ESOS is
non-recurring and there will be no further issue of any options under this Scheme.
The options under the Pre-IPO ESOS grant the right to the holder to subscribe for new ordinary
shares of the Company at a discount of fifteen percent (15%) of the IPO offer share price of $1.08.
The options granted under the Pre-IPO ESOS will be exercisable after the second anniversary of the
date of grant of the options and all options must be exercised before the fifth anniversary from the
date of grant of the options.
Each option grants the holder the right to subscribe for one ordinary share in the Company. The
options may be exercised in full or in part thereof.
The Pre-IPO ESOS is administered by the Pre-IPO Share Option Management Committee (the “Pre-
IPO ESOS Committee”) comprising the following members:
In exercising its discretion, the Pre-IPO ESOS Committee must act in accordance with any guidelines
that may be provided by the Board of Directors.
(b) The details of the movement of the options granted under the Pre-IPO ESOS during the financial
year are set out below:
Balance at Exercise
beginning Balance at Exercise price
Date of grant of year Granted Exercised Lapsed end of year period per share
June 21, 2006 13,032,000 – (5,520,000) (110,000) 7,402,000 June 22, 2008 $0.92
to
June 20, 2011
(c) The details of share options granted under the Pre-IPO ESOS to the directors of the Company are as
follows:
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YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”) (Cont’d)
The directors’ interest in the options of the Company as at January 21, 2009 were the same as at
December 31, 2008.
(i) no participant to the Pre-IPO ESOS is a controlling shareholder of the Company nor its
associates; and
(ii) save as disclosed above, no participant to the Pre-IPO ESOS received options which represent
5% or more of the total number of options available under the Pre-IPO ESOS.
5.2 Yanlord Land Group Share Option Scheme 2006 (“ESOS 2006”)
The ESOS 2006 will provide eligible participants with the opportunity to participate in the equity of the
Company and motivate them towards better performance through increased dedication and loyalty. The
aggregate number of shares that may be issued or issuable under the plan at any time may not exceed
15% of the then issued share capital.
The Remuneration Committee (“RC”) comprises 3 independent directors, and they are Ng Jui Ping, Ronald
Seah Lim Siang and Ng Shin Ein. The RC administers the ESOS 2006.
Options may be granted to employees and directors of the Company or any of the related entities, which
include the subsidiaries or any entities in which the Company holds a substantial ownership interest,
including any such employees or directors who are associates of the controlling shareholder. The
controlling shareholder is not eligible to participate in the ESOS 2006.
In general, the plan administrator determines the exercise price of an option. The exercise price may be
a fixed or variable price related to the fair market value of the ordinary shares. The term of each award
will be stated in the award agreement. The term of an award will not exceed 10 years from the date of
the grant, or five years from the date of grant in the case of options granted to non-executive directors or
employees of related entities other than subsidiaries. In general, the plan administrator determines, or the
award agreement specifies, the vesting schedule.
The Board of Directors may at any time amend, suspend or terminate the ESOS 2006. Amendments to
the plan are subject to shareholder approval to the extent required by law, or stock exchange rules or
regulations. Additionally, shareholder approval is specifically required to increase the number of shares
available for issuance under the plan or to extend the term of an option beyond 10 years. Unless
terminated earlier, the plan will expire and no further awards may be granted after the tenth anniversary of
the shareholder’s approval of the plan.
This scheme will continue to be in force at the discretion of the RC subject to a maximum period of
10 years commencing on the date the ESOS 2006 was adopted by the Company in general meeting.
However, ESOS 2006 may continue beyond the above stipulated period with the approval of shareholders
by ordinary resolution in general meeting and of any relevant authorities that may then be required.
During the financial year, no option was granted under the ESOS 2006.
53
YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
In 2007, the Company issued convertible notes as disclosed in Note 20 to the financial statements.
6 OPTIONS EXERCISED
During the financial year, 5,520,000 shares were issued pursuant to the exercise of options granted under
the Pre-IPO ESOS.
Save as disclosed above, no share of the Company or any corporation in the Group was allotted and
issued by virtue of the exercise of options to take up unissued shares of the Company or any corporation
in the Group.
Save as disclosed above, there was no option granted by the Company or any corporation in the Group to
any person to take up unissued shares of the Company or any corporation in the Group as at the end of
the financial year.
8 AUDIT COMMITTEE
At the date of this report, the Audit Committee comprises the following members:
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore
Companies Act, Cap. 50. The functions performed are detailed in the Corporate Governance Report.
The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-
appointment as external auditors of the Group at the forthcoming Annual General Meeting of the Company.
54
YANLORDLAND 2008 ANNUAL REPORT
Report of the Directors
9 AUDITORS
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
55
YANLORDLAND 2008 ANNUAL REPORT
Independent Auditors’ Report
To the Members of Yanlord Land Group Limited
We have audited the accompanying financial statements of Yanlord Land Group Limited (the Company) and its
subsidiaries (the Group) which comprise the balance sheets of the Group and the Company as at December
31, 2008, the profit and loss statement, statement of changes in equity and cash flow statement of the Group
and the statement of changes in equity of the Company for the year then ended, and a summary of significant
accounting policies and other explanatory notes, as set out on pages 58 to 113.
Management’s Responsibility
Management is responsible for the preparation and fair presentation of these financial statements in accordance
with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting
Standards. This responsibility includes: devising and maintaining a system of internal accounting controls
sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use
or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair profit and loss statement and balance sheets and to maintain accountability of assets;
selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in
the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of
the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion,
(a) the consolidated financial statements of the Group and the balance sheet and statement of changes in
equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore
Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of
the Company as at December 31, 2008 and of the results, changes in equity and cash flows of the Group
and changes in equity of the Company for the year ended on that date; and
56
YANLORDLAND 2008 ANNUAL REPORT
Independent Auditors’ Report
To the Members of Yanlord Land Group Limited
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.
Singapore
March 27, 2009
57
YANLORDLAND 2008 ANNUAL REPORT
Balance Sheets
December 31, 2008
GROUP COMPANY
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000
ASSETS
Non-current assets
Property, plant and equipment 7 39,078 28,669 – –
Investment properties 8 347,324 219,901 – –
Properties for development 9 2,150,667 1,443,124 – –
Investments in subsidiaries 10 – – 515,319 515,319
Available-for-sale investments 11 10,445 52,384 – –
Intangible asset 12 128 – – –
Deferred tax assets 13 5,637 6,849 – –
Total non-current assets 2,553,279 1,750,927 515,319 515,319
Current assets
Inventories 477 3,261 – –
Completed properties for sale 9 506,244 117,484 – –
Properties under development for sale 9 1,246,708 1,067,147 – –
Trade receivables 1,547 449 – –
Other receivables and deposits 14 41,923 51,496 – 588
Non-trade amounts due from:
Subsidiaries 5 – – 1,352,640 1,195,969
Minority shareholders of subsidiaries 15 83,808 83,718 – –
Other related party 6 80 80 – –
Held-for-trading investments 16 1,101 3,323 – –
Pledged bank deposits 17 8,272 3,155 – –
Cash and bank balances 17 375,741 702,857 380 93,459
Total current assets 2,265,901 2,032,970 1,353,020 1,290,016
58
YANLORDLAND 2008 ANNUAL REPORT
Balance Sheets
December 31, 2008
GROUP COMPANY
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000
Non-current liabilities
Bank loans – due after one year 19 829,366 525,940 – –
Convertible notes 20 323,562 299,195 323,562 299,195
Deferred tax liabilities 13 46,640 23,926 – –
Non-trade amount due to:
A minority shareholder of a subsidiary 15 69,564 – – –
Total non-current liabilities 1,269,132 849,061 323,562 299,195
Current liabilities
Trade payables 21 335,511 311,565 – –
Other payables 22 223,790 275,395 463 794
Non-trade amounts due to:
A subsidiary 5 – – 271,538 287,434
Directors 6 7,186 8,611 7,045 2,980
A shareholder 6 4,470 10 4,470 –
Minority shareholders of subsidiaries 15 3,984 36,962 – –
Other related party 6 1 18 – –
Income tax payable 297,391 165,408 – –
Bank loans – due within one year 19 347,339 147,068 – –
Total current liabilities 1,219,672 945,037 283,516 291,208
59
YANLORDLAND 2008 ANNUAL REPORT
Consolidated Profit and Loss Statement
Financial year ended December 31, 2008
GROUP
Note 2008 2007
$’000 $’000
Attributable to:
60
YANLORDLAND 2008 ANNUAL REPORT
Statements of Changes in Equity
Financial year ended December 31, 2008
Attributable
Currency Merger to equity
Share translation Equity Statutory reserve Other Accumulated holders of Minority
Note capital reserve reserve reserves (deficit) reserve profits the Company interests Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
GROUP
Balance at January 1,
2007 780,175 (55,884) 1,265 39,571 (386,571) – 531,286 909,842 153,178 1,063,020
Acquisition of
additional interest in
a subsidiary – – – – – (48,628) – (48,628) – (48,628)
Currency translation
difference – 15,401 – – – – – 15,401 9,499 24,900
Net income/expense
recognised directly
in equity – 15,401 – – – (48,628) – (33,227) 9,499 (23,728)
Net profit for the year – – – – – – 221,500 221,500 115,204 336,704
Total recognised
income and expenses
for the year – 15,401 – – – (48,628) 221,500 188,273 124,703 312,976
Issuance of shares
pursuant to
international
offerings exercise,
net of expenses
(Note A) 299,213 – – – – – – 299,213 – 299,213
Conversion of
convertible notes 139,693 – (19,381) – – – – 120,312 – 120,312
Recognition of equity
component of
convertible notes,
net of expenses
(Note A) – – 66,546 – – – – 66,546 – 66,546
Recognition of
equity-settled share-
based payments 32 – – 2,290 – – – – 2,290 – 2,290
Change of interest in
a subsidiary – – – – – – – – 37 37
Acquisition of
subsidiaries 31 – – – – – – – – 401 401
Cash injection by a
minority shareholder – – – – – – – – 247,954 247,954
Dividends 29 – – – – – – (51,284) (51,284) – (51,284)
Dividends paid to
minority
shareholders – – – – – – – – (71,666) (71,666)
Appropriations – – – 3,571 – – (3,571) – – –
Balance at December
31, 2007 1,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535,192 454,607 1,989,799
61
YANLORDLAND 2008 ANNUAL REPORT
Statements of Changes in Equity
Financial year ended December 31, 2008
Attributable
Currency Merger to equity
Share translation Equity Statutory reserve Other Accumulated holders of Minority
Note capital reserve reserve reserves (deficit) reserve profits the Company interests Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Balance at January 1,
2008 1,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535,192 454,607 1,989,799
Currency translation
difference – 124,158 – – – – – 124,158 27,011 151,169
Net income recognised
directly in equity – 124,158 – – – – – 124,158 27,011 151,169
Net profit for the year – – – – – – 225,841 225,841 88,115 313,956
Total recognised
income for the year – 124,158 – – – – 225,841 349,999 115,126 465,125
Issuance of shares
under Pre-IPO Share
Option Scheme 7,087 – (2,009) – – – – 5,078 – 5,078
Recognition of equity-
settled share-based
payments 32 – – 1,148 – – – – 1,148 – 1,148
Change of interest in
a subsidiary – – – – – – – – (15) (15)
Acquisition of
a subsidiary 31 – – – – – – – – 637 637
Return of minority
shareholder’s share of
reserves – – – – – – – – (14,298) (14,298)
Capital injection by
minority shareholders – – – – – – – – 14,691 14,691
Dividends 29 – – – – – – (22,092) (22,092) – (22,092)
Dividends declared to
minority shareholders – – – – – – – – (109,697) (109,697)
Appropriations – – – 26,036 – – (26,036) – – –
Balance at December
31, 2008 1,226,168 83,675 49,859 69,178 (386,571) (48,628) 875,644 1,869,325 461,051 2,330,376
Note A: Included in the total share issue expenses in 2007 was non-audit fees paid to the auditors of the Company amounting to $234,728
in connection with the international offering of shares, convertible notes and initial offering exercise of the Company.
62
YANLORDLAND 2008 ANNUAL REPORT
Statements of Changes in Equity
Financial year ended December 31, 2008
COMPANY
Note A: Included in the total share issue expenses in 2007 was non-audit fees paid to the auditors of the Company amounting to $234,728
in connection with the international offering of shares, convertible notes and initial offering exercise of the Company.
63
YANLORDLAND 2008 ANNUAL REPORT
Consolidated Cash Flow Statement
Financial year ended December 31, 2008
GROUP
2008 2007
$’000 $’000
Operating activities
Profit before income tax 580,883 537,591
Adjustments for:
(Gain) loss on acquisition of additional interest from a minority shareholder (15) 37
Equity-settled share-based payment expense 1,148 2,290
Goodwill written off 632 –
Depreciation expense 3,900 2,786
Fair value gain on investment properties (81,220) (39,634)
Fair value loss (gain) on held-for-trading investments 2,155 (1,721)
Net (gain) loss on disposal of property, plant and equipment (11) 28
Net gain on disposal of held-for-trading investments – (4,123)
Net loss (gain) on disposal of investment properties 109 (361)
Dividend income from held-for-trading investments (27) (73)
Dividend income from an available-for-sale investment (3,115) (2,257)
Finance cost 4,739 15,351
Interest income (7,957) (21,236)
Provision for decrease in value of completed properties for sale – 482
Allowance (recovery) for doubtful debts and bad debts written off 1 (299)
Operating cash flows before movement in working capital 501,222 488,861
64
YANLORDLAND 2008 ANNUAL REPORT
Consolidated Cash Flow Statement
Financial year ended December 31, 2008
GROUP
Note 2008 2007
$’000 $’000
Investing activities
Interest received 7,247 21,192
Dividend received from held-for-trading investments 27 73
Dividend received from an available-for-sale investment 3,115 2,257
Purchase of property, plant and equipment (8,930) (5,149)
Purchase of an intangible asset (128) –
Purchase of held-for-trading investments – (13,817)
Purchase of an available-for-sale investment – (42,510)
Proceeds on disposal of property, plant and equipment 90 43
Proceeds on disposal of held-for-trading investments – 22,027
Proceeds on disposal of investment properties 1,094 3,320
Repayment from a third party – 503
Acquisition of additional interest in a subsidiary – (48,628)
Acquisition of subsidiaries 31 (134,742) (9,708)
Increase in pledged bank deposits (5,117) (612)
Advance to minority shareholders of subsidiaries (67,313) (42,959)
Net cash used in investing activities (204,657) (113,968)
Financing activities
Dividend paid (22,092) (51,284)
Advance from (repayment to) a shareholder 3,565 (15,767)
Advance from (repayment to) minority shareholders of subsidiaries 36,302 (80,466)
Repayment to directors (1,425) (81)
Repayment to related parties (17) (1,074)
Net proceeds on issue of convertible notes – 459,855
Net proceeds on issue of new shares – 299,213
Net proceeds on issure of new shares under Pre-IPO Share Option
Scheme 5,078 –
Proceeds from bank loans 696,725 535,976
Repayment of bank loans (213,457) (300,555)
Dividends paid to minority shareholders of subsidiaries (41,719) (71,666)
Return of minority shareholder’s share of reserves (14,298) –
Cash injection from minority shareholders of subsidiaries 14,691 247,954
Net cash from financing activities 463,353 1,022,105
65
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
1 GENERAL
The Company (Registration No. 200601911K) is incorporated in the Republic of Singapore with its principal
place of business and registered office at 9 Temasek Boulevard, #36-02 Suntec Tower Two, Singapore
038989. The Company is listed on the Singapore Exchange Securities Trading Limited. The financial
statements are expressed in Singapore dollars.
The principal activity of the Company is to carry on the business of an investment holding company.
The principal activities of the subsidiaries are disclosed in Note 10 to the financial statements.
The consolidated financial statements of the Group and balance sheet and statement of changes in equity
of the Company for the financial year ended December 31, 2008 were authorised for issue by the Board of
Directors on March 27, 2009.
BASIS OF ACCOUNTING – The financial statements are prepared in accordance with the historical cost
convention, except as disclosed in the accounting policies below, and are drawn up in accordance with
the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).
ADOPTION OF NEW AND REVISED STANDARDS – In the current financial year, the Group has adopted
all the new and revised FRSs and Interpretations of FRSs (“INT FRSs”) that are relevant to its operations
and effective for annual periods beginning on or after January 1, 2008. The adoption of these new/revised
FRSs and INT FRSs does not result in changes to the Group’s and the Company’s accounting policies and
has no material effect on the amounts reported for the current or prior years.
At the date of authorisation of these financial statements, the following FRSs, INT FRSs and amendments
to FRSs that are relevant to the Group and the Company were issued but not effective:
Consequential amendments were also made to various standards as a result of these new/revised
standards.
The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRSs in
future periods will have no material impact on the financial statements of the Group and of the Company in
the period of their initial adoption except for the following:
FRS 1 (Revised) will be effective for annual periods beginning on or after January 1, 2009, and will change
the basis for presentation and structure of the financial statements. It does not change the recognition,
measurement or disclosure of specific transactions and other events required by other FRSs.
66
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
FRS 108 will be effective for annual financial statements beginning on or after January 1, 2009 and
supersedes FRS 14 – Segment Reporting. FRS 108 requires operating segments to be identified on
the basis of internal reports about components of the Group that are regularly reviewed by the chief
operating decision maker in order to allocate resources to the segment and to assess its performance.
In contrast, FRS 14 requires an entity to identify two sets of segments (business and geographical), using
a risks and rewards approach, with the entity’s system of internal financial reporting to key management
personnel serving only as the starting point for the identification of such segments. Following the adoption
of FRS 108, the Group’s current basis of segment reporting is not expected to change significantly as
the identification of the reportable segments is based on the internal management reports submitted to
management for decision making.
BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements
of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the
Company has the power to govern the financial and operating policies of the investee enterprise so as to
obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated
profit and loss statement from the effective date of acquisition or up to the effective date of disposal, as
appropriate.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s
equity therein. Minority interests consist of the amount of those interests at the date of the original
business combination (see below) and the minority’s share of changes in equity since the date of the
combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s
equity are allocated against the interests of the Group except to the extent that the minority has a binding
obligation and is able to make an additional investment to cover its share of those losses.
In the Company’s financial statements, investments in subsidiaries are carried at cost less any impairment
in net recoverable value that has been recognised in profit or loss.
BUSINESS COMBINATIONS – The acquisition of subsidiaries from a common shareholder is accounted for
using the merger accounting method. Under this method, the Company has been treated as the holding
company of the subsidiaries for the financial years presented rather than from the date of acquisition of the
subsidiaries.
The acquisition of subsidiaries from a party other than a common shareholder is accounted for using the
purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date
of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree, plus any costs directly attributable to the business combination. The
acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition
under FRS 103 are recognised at their fair values at the acquisition date.
67
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess
of the cost of the business combination over the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net
fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the
business combination, the excess is recognised immediately in profit or loss.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the
net fair value of the assets, liabilities and contingent liabilities recognised.
FINANCIAL INSTRUMENTS – Financial assets and financial liabilities are recognised on the Group’s
balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Financial assets
Investments are recognised and de-recognised on a trade date where the purchase or sale of an
investment is under a contract whose terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at fair value, plus transaction costs except
for those financial assets classified as at fair value through profit or loss which are initially measured at fair
value.
Other financial assets are classified into the following specified categories: “financial assets at fair value
through profit or loss”, “available-for-sale financial assets” and “loans and receivables”. The classification
depends on the nature and purpose of financial assets and is determined at the time of initial recognition.
The effective interest method is a method of calculating the amortised cost of a financial instrument and of
allocating interest income or expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash receipts or payments (including all fees on points paid or received
that from an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial instrument, or where appropriate, a shorter period. Income and
expense is recognised on an effective interest rate basis for debt instruments other than those financial
instruments “at fair value through profit or loss”.
Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is
designated as at FVTPL.
z it has been acquired principally for the purpose of selling in the near future; or
z it is a part of an identified portfolio of financial instruments that the group manages together and has
a recent actual pattern of short-term profit-taking; or
FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or
loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.
68
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Available-for-sale financial assets are those non-derivative financial assets that are not classified into any of
the other categories. Investments in equity instruments that do not have a quoted market price in an active
market and whose fair value cannot be reliably measured are measured at cost less impairment loss.
Trade receivables, loans and other receivables that have fixed or determinable payments that are not
quoted in an active market are classified as “loans and receivables”. Loans and receivables are measured
at amortised cost using the effective interest method less impairment. Interest is recognised by applying
the effective interest method, except for short-term receivables when the recognition of interest is
immaterial.
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of
impairment at each balance sheet date. Financial assets are impaired where there is objective evidence
that, as a result of one or more events that occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been impacted.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the
asset’s carrying amount and the present value of estimated future cash flows, discounted at the original
effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables where the carrying amount is reduced through the use of
an allowance account. When a trade receivable is uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are credited against the allowance
account. Changes in the carrying amount of the allowance account are recognised in profit or loss.
With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the
impairment loss decreases and the decrease can be related objectively to an event occurring after the
impairment loss was recognised, the previously recognised impairment loss is reversed through profit or
loss to the extent the carrying amount of the investment at the date the impairment is reversed does not
exceed what the amortised cost would have been had the impairment not been recognised.
In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment
loss, is recognised directly in equity.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the
asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of
the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards
of ownership and continues to control the transferred asset, the Group recognises its retained interest in
the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the
financial asset and also recognises a collaterialised borrowing for the proceeds received.
69
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Financial liabilities and equity instruments issued by the Group are classified according to the substance
of the contractual arrangements entered into and the definitions of a financial liability and an equity
instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue
costs.
Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently
measured at amortised cost, using the effective interest method, with interest expense recognised on an
effective yield basis.
Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised
cost, using the effective interest method. Any difference between the proceeds (net of transaction
costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in
accordance with the Group’s accounting policy for borrowing costs (see below).
Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the
higher of the amount of obligation under the contract recognised as a provision in accordance with
FRS 37 – Provision, Contingent Liabilities and Contingent Assets and the amount initially recognised less
cumulative amortisation in accordance with FRS 18 – Revenue.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or they expire.
Convertible notes
Convertible notes are regarded as compound instruments, consisting of a liability component and an equity
component. The component parts of compound instruments are classified separately as financial liabilities
and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair
value of the liability component is estimated using the prevailing market interest rate for a similar non-
convertible instrument. This amount is recorded as a liability on an amortised cost basis until extinguished
upon conversion or at the instrument’s maturity date. The equity component is determined by deducting
the amount of the liability component from the fair value of the compound instrument as a whole. This is
recognised and included in equity, net of income tax effects, and is not subsequently remeasured. Upon
conversion, the liability component is derecognised, the amortised cost of the notes converted and the
original equity component recognised are reclassified to share capital. No gain or loss is recognised on
conversion.
LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all
the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
70
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant
lease unless another systematic basis is more representative of the time pattern in which use benefit
derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recognised on a straight-line
basis over the lease term.
Rentals payable under operating leases are charged to profit and loss statement on a straight-line basis
over the term of the relevant lease unless another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under
operating leases are recognised as an expense in the period in which they are incurred.
PROPERTIES FOR DEVELOPMENT – Properties for development are mainly vacant leasehold land for
development and land where management is obtaining permits prior to the commencement of physical
construction and are stated at cost less allowance for impairment in value made by the management.
These land properties include all land acquired where management has yet to decide whether to develop
it for long term retention or for sale. When the intention is clear and action initiated or the physical
construction and development are commenced, land to be developed for long term retention is reclassified
as investment properties whereas land to be developed for sale and expected to be realised in the normal
course of the Group’s property development cycle is reclassified as properties under development for sale
under current assets.
PROPERTIES UNDER DEVELOPMENT FOR SALE – Properties under development for sale are stated
at lower of cost or estimated net realisable value. Net realisable value takes into account the price
ultimately expected to be realised and the anticipated costs to completion. Cost of property in the course
of development comprises land cost, development costs and borrowing costs capitalised during the
development period. When completed, the units held for sale are classified as completed properties for
sale.
COMPLETED PROPERTIES FOR SALE – Completed properties for sale but remaining unsold at year
end are stated at lower of cost or net realisable value. Cost is determined by apportionment of the total
land cost, development costs and borrowing costs capitalised attributable to the unsold properties. Net
realisable value is determined by reference to sale proceeds of properties sold in the ordinary course of
business less all estimated selling expenses after the balance sheet date, or by management estimates
based on prevailing market conditions.
PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses.
Construction-in-progress consists of construction costs and finance costs incurred during the period of
construction.
71
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Depreciation is charged so as to write off the cost of property, plant and equipment, other than
construction-in-progress, over their estimated useful lives, using the straight-line method, substantially on
the following bases:
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with
the effect of any changes in estimate accounted for on a prospective basis.
Fully depreciated property, plant and equipment still in use are retained in the financial statements.
The gain or loss arising on the disposal or retirement of a property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognised in the
profit or loss.
INVESTMENT PROPERTIES – Investment properties, which are properties held to earn rentals and/or for
capital appreciation, are measured initially at its cost, including transaction costs. Subsequent to initial
recognition, investment property is measured at fair value. The fair value of an investment property is the
price at which the property could be exchanged between knowledgeable, willing parties in an arm’s length
transaction. Professional valuations are obtained at least once in three years. Gains or losses arising from
changes in the fair value of investment property are included in profit or loss for the period in which they
arise.
GOODWILL – Goodwill arising on the acquisition of a subsidiary or a jointly-controlled entity from third
parties represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised
at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured
at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units
expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of
each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
INTANGIBLE ASSET – This relates to a club membership held on a long-term basis and is stated at cost
less impairment losses.
IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL – At each balance sheet
date, the Group reviews the carrying amounts of its tangible and intangible assets other than investment
properties carried at fair value, to determine whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
72
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss.
PROVISIONS – Provisions are recognised when the Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that the Group will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding
the obligation. Where a provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered
from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be measured reliably.
Equity-settled share-based payments are measured at fair value of the equity instruments (excluding the
effect of non market-based vesting conditions) at the date of grant. Details regarding the determination of
the fair value of equity-settled share-based transactions are set out in Note 32. The fair value determined
at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the
vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest
and adjusted for the effect of non market-based vesting conditions. At each balance sheet date, the Group
revises the estimate of the number of equity instruments expected to vest. The impact of the revision
of the original estimates, if any, is recognised over the remaining vesting period with a corresponding
adjustment to the equity-settled employee benefits reserve.
MERGER RESERVE – Merger reserve represents the difference between the nominal amount of the share
capital of the subsidiaries at the date on which it was acquired by the Group and the nominal amount of
the share capital issued as consideration for the acquisition under the merger accounting (see above).
STATUTORY RESERVE – Statutory reserve represents the amount transferred from profit after taxation
of the subsidiaries incorporated in the People’s Republic of China (excluding Hong Kong) (the “PRC”) in
accordance with the PRC requirement. The statutory reserve cannot be reduced except where approval is
obtained from the relevant PRC authority to apply the amount either in setting off any accumulated losses
or increasing capital.
73
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
OTHER RESERVE – Other reserve represents the difference between the purchase consideration and
the carrying amount of net assets of the additional interest acquired in the subsidiaries at the date of
acquisition.
REVENUE RECOGNITION – Revenue is measured at the fair value of the consideration received or
receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.
Revenue from properties developed for sale is recognised when the legal title passes to the buyer or when
the equitable interest in the property vest in the buyer upon release of the handover notice of the respective
property to the buyer, whichever is the earlier. Payments received from buyers prior to this stage are
recorded as advances from customers for sales of properties and are classified as current liabilities.
Rendering of services
Management fee income and service income are recognised in the year when services have been
rendered.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable.
Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have
been established.
Rental income
Rental income from investment properties is recognised on a straight-line basis over the term of the
relevant lease.
TAX SUBSIDIES – Tax subsidies are credited to the profit and loss statement when received from the
relevant authorities.
GOVERNMENT SUBSIDIES – Government subsidies are not recognised until there is reasonable assurance
that the Company will comply with the conditions attaching to them and the subsidies will be received.
Government subsidies are recognised as income over the periods necessary to match them with the
related costs. Government subsidies related to expense items are recognised in the same period as those
expenses are charged to the profit and loss statement or are reported separately as “other operating
income”.
BORROWING COSTS – Borrowing costs directly attributable to the acquisition, construction or production
of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their
intended use or sale, are added to the cost of these assets, until such time as the assets are substantially
ready for their intended use or sale. Investment income earned on the temporary investment of specific
borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for
capitalisation.
74
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
All other borrowing costs are recognised in profit and loss statement in the period in which they are
incurred.
RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans are charged
as an expense as they fall due. Payments made to state-managed retirement benefit schemes, such as
the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where
the Group’s obligations under the plans are equivalent to those arising in a defined contribution retirement
benefit plan.
Pursuant to the relevant regulations of the PRC government, the PRC subsidiaries of the Group (“PRC
Subsidiaries”) have participated in central pension schemes (“the Schemes”) operated by local municipal
governments whereby the PRC Subsidiaries are required to contribute a certain percentage of the
basic salaries of their employees to the Schemes to fund their retirement benefits. The local municipal
governments undertake to assume the retirement benefit obligations of all existing and future retired
employees of the PRC Subsidiaries. The only obligation of the PRC Subsidiaries with respect to the
Schemes is to pay the ongoing required contributions under the Schemes mentioned above. Contributions
under the Schemes are charged to the profit and loss statement as incurred.
EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they
accrue to employees. A provision is made for the estimated liability for annual leave as a result of services
rendered by employees up to the balance sheet date.
INCOME TAX – Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the profit and loss statement because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s
liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively
enacted in countries where the Company and subsidiaries operate by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
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YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is
settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively
enacted by the balance sheet date. Deferred tax is charged or credited to profit or loss, except when it
relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax are recognised as an expense or income in profit or loss, except when they
relate to items credited or debited directly to equity, in which case the tax is also recognised directly in
equity, or where they arise from the initial accounting for a business combination. In the case of a business
combination, the tax effect is taken into account in calculating goodwill or determining the excess of
the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent
liabilities over cost.
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – The individual financial statements of each
Group entity are measured and presented in the currency of the primary economic environment in which
the entity operates (its functional currency). The consolidated financial statements of the Group and the
balance sheet of the Company are presented in Singapore dollars, which is the functional currency of the
Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the
entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction.
At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates
prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in
foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary
items are included in profit or loss for the period. Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included in profit or loss for the period except for differences
arising on the retranslation of non-monetary items in respect of which gains and losses are recognised
directly in equity. For such non-monetary items, any exchange component of that gain or loss is also
recognised directly in equity.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates
prevailing on the balance sheet date. Income and expense items (including comparatives) are translated
at the average exchange rates for the period, unless exchange rates fluctuated significantly during that
period, in which case the exchange rates at the dates of the transactions are used. Exchange differences
arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation
differences are recognised in profit or loss in the period in which the foreign operation is disposed of.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities
(including monetary items that, in substance, form part of the net investment in foreign entities) are taken
to the translation reserve.
76
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets
and liabilities of the foreign operation and translated at the closing rate.
CASH AND CASH EQUIVALENTS – Cash and cash equivalents comprise cash on hand and demand
deposits and are subject to an insignificant risk of changes in value.
In the application of the Group’s accounting policies, which are described in Note 2 above, management
is required to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
The following are the critical judgements, apart from those involving estimations (see below), that
management has made in the process of applying the Group’s accounting policies and that have the most
significant effect on the amounts recognised in the financial statements.
Taxation
The Group accounts for income taxes under the provisions of FRS 12 – Income Taxes. The Group has
recorded deferred tax assets on tax loss of $22.7 million (2007 : $27.0 million) because the management
believes it is more likely than not that such tax loss can be utilised (Note 13). In the event the management
determines that the Group would not be able to realise such deferred tax assets in the future in excess
of their recorded amount, an adjustment to the Group’s deferred tax assets would decrease the Group’s
income in the period such determination is made. Likewise, if the management determines that the Group
is able to realise all or part of the Group’s unrecognised deferred tax on tax loss of $21.8 million (2007 :
$16.4 million), which is currently not expected to be utilised in the future, an adjustment to the Group’s
deferred tax assets would increase the Group’s income in the period such determination is made. The
Group records deferred tax using the balance sheet liability method at the rates that have been enacted by
the balance sheet date.
All income from sale of properties in the PRC is subject to LAT at progressive rates under the PRC tax laws
and regulations. The management estimates and provides for LAT in accordance with the PRC tax laws
and regulations. However, prior to October 1, 2006, the Group has not been levied any LAT for the sale
of properties located in Shanghai Pudong New District and this applies also to all property development
companies in Shanghai Pudong New District.
The management, after taking into consideration its due diligence, as described in Note 26, consider the
provision of LAT to be adequate.
77
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are discussed below.
Carrying amounts of properties for development, properties under development for sale and completed
properties for sale
The aggregate carrying amount of these properties totaled $3,903.6 million as at December 31, 2008 (2007
: $2,627.8 million), details of which are disclosed in Note 9. They are stated at cost less allowance for
impairment in value or at the lower of cost and estimated net realisable values, assessed on an individual
project basis.
When it is probable that the total project costs will exceed the total projected revenue net of selling
expenses i.e., net realisable value, the amount in excess of net realisable value is recognised as an
expense immediately.
The process of evaluating the net realisable value for each property is subject to management judgement
and the effect of assumptions in respect of development plans, timing of sale and the prevailing market
conditions. Management performs cost studies for each project, taking into account the costs incurred
to date, the development status and costs to complete each development project. Any future variation in
plans, assumptions and estimates can potentially impact the carrying amounts of the respective properties.
As disclosed in Note 8 to the financial statements, investment properties are stated at fair value based on
the valuation performed by an independent professional valuer. In determining the fair values, the valuer
has made reference to both the comparable sales transactions as available in the relevant market of these
properties and the capitalisation of the existing and reversionary rental income potential.
The valuer, has in its valuation report, drawn attention to the fact that the current volatility in the global
financial system has created a significant degree of turbulence in commercial real estate markets across
the world. Furthermore, the lack of liquidity in the capital markets means that it may be very difficult to
achieve a successful sale of property assets in the short-term. In relying on the independent professional
valuation report, management considered the method of valuation and the Group’s marketing strategy and
is of the view that the estimated values are reasonable.
The management exercises their judgement in estimating the useful lives of the depreciable assets.
Depreciation is provided to write off the cost of property, plant and equipment (Note 7) over their estimated
useful lives, using the straight line method.
Share-based payment
FRS 102 Shared-based Payment requires the recognition of equity-settled share-based payments at fair
value at the date of grant. As disclosed in Note 32 to the financial statements, the management used the
Black-Scholes pricing model to measure fair value at the date of grant. The fair value determined at the
grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non
market-based vesting conditions.
78
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The following table sets out the financial instruments as at the balance sheet date:
GROUP COMPANY
2008 2007 2008 2007
$’000 $’000 $’000 $’000
Financial assets
Fair value through profit or loss:
Held-for-trading investments 1,101 3,323 – –
Loans and receivables (including
cash and cash equivalents) 498,017 828,493 1,353,020 1,289,428
Available-for-sale investments 10,445 52,384 – –
Financial liabilities
Amortised cost 2,008,973 1,358,125 606,615 589,941
The management of the Group monitors and manages the financial risks relating to the operations of
the Group to ensure appropriate measures are implemented in a timely and effective manner. These
risks include market risk (including foreign exchange risk, interest rate risk, equity price risk), credit
risk and liquidity risk.
The Group does not hold or issue derivative financial instruments for speculative purposes.
There has been no change to the Group’s exposure to these financial risks or the manner in which
it manages and measures the risks. Market risk exposures are measured using sensitivity analysis
indicated below.
The Group transacts business in various foreign currencies, including the United States (“US”)
dollar, Hong Kong (“HK”) dollar and Renminbi (“RMB”) and therefore is exposed to foreign
exchange risk. The Group does not enter into derivative foreign exchange contracts and
foreign currency borrowings to hedge its foreign exchange risk.
At the reporting date, the carrying amounts of monetary assets and monetary liabilities
denominated in currencies other than the respective entities’ functional currencies are as
follows:
GROUP COMPANY
Liabilities Assets Liabilities Assets
2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
79
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The Company has a number of investments in foreign subsidiaries, whose net assets are
exposed to currency translation risk. The Group has not designated its foreign currency
denominated debt obligations as hedging instruments for managing of foreign currency
translation risk relating to the net assets of its foreign operations.
The following table details the sensitivity to a 6% increase in the exchange rate for
the relevant foreign currencies against the functional currency of each entity of the
Group. 6% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the possible change
in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year end for a 6% change in
foreign currency rates. A positive number below indicates an increase in profit before income
tax when the functional currency of each Group entity strengthens 6% against the relevant
foreign currencies. For a 6% weakening of the functional currency of each Group entity
against the relevant foreign currencies, there would be equal and opposite impact on the profit
before income tax.
GROUP
(Decrease) increase in
profit before income tax (1,062) (6,262) 16,317 16,409 (874) –
COMPANY
(Decrease) increase in
profit before income tax (56,337) (55,109) 10,068 12,878 – –
The Group’s sensitivity to US dollar exchange rate has decreased during the current year
due to the reduction of US dollar balances in cash and bank balances at current year end
as compared with the preceding year end. The Group’s sensitivity to HK dollar exchange
rate during the current year approximates that of the preceding year as there is no significant
change in the HK dollar denominated net monetary liabilities. The Group’s sensitivity to RMB
exchange rate during current year is attributable to the RMB denominated amounts due from
minority shareholders.
The Company’s sensitivity to US dollar exchange rate has increased during the current year
mainly due to the increase in US dollar denominated non-trade amount due from a subsidiary
at current year end as compared with the preceding year end. The Company’s sensitivity to
HK dollar exchange rate has decreased during the current year mainly due to the decrease in
HK dollar denominated net liabilities at current year end as compared with the preceding year
end.
80
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Summary quantitative data of the Group’s interest-bearing financial instruments can be found
in Section (v) of this Note. The Group’s policy is to maintain cash and cash equivalents and
borrowings in fixed rate instruments. However, it sometimes borrows at variable rates as well.
The sensitivity analysis below has been determined based on the exposure to interest rates
for non-derivatives instruments at the balance sheet date and the stipulated change taking
place at the beginning of the financial year and held constant throughout the reporting year
in the case of instruments that have floating rates. A 100 basis point increase or decrease is
used when reporting interest rate risk internally to key management personnel and represents
management’s assessment of the possible change in interest rates.
If interest rates had been 100 basis points higher or lower and all other variables were held
constant, the Group’s:
z profit before income tax for the year ended December 31, 2008 would decrease/
increase respectively by $11.8 million (2007 : decrease/increase respectively by $6.8
million). This is mainly attributable to the Group’s exposure to its variable rate of
borrowings.
The Group’s sensitivity to interest rates has increased during the current year mainly due to
the increase in variable rate debt instruments.
In 2008, the management is of the view that the interest rate risk is not significant for the
Company. Hence, no sensitivity analysis is presented for the Company. The Company’s profit
and loss for the year ended December 31, 2007 was not affected by the changes in interest
rates as the interest-bearing instruments carry fixed interest rate.
The Group is exposed to equity price risk arising from equity investments classified as
held-for-trading. Available-for-sale investments are held for strategic rather than trading
purposes. The Group does not actively trade available-for-sale investments.
Further details of these equity investments can be found in Notes 11 and 16 to the financial
statements.
The management is of the view that the equity price risk is not significant for the Group. Hence
no sensitivity analysis is presented.
81
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in financial loss to the Group. The Group has adopted a policy of only dealing with
creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means
of mitigating the risk of financial loss from defaults. For sales of properties, sales proceeds
are fully settled upon delivery of properties.
The Group does not have any significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics except for non-trade amounts due from
minority shareholders. The credit risk on financial assets is limited because the counterparties
are mainly PRC government agents (Note 14) which management considers to be creditworthy
and certain minority shareholders where securities are provided by undistributed retained
earnings of a subsidiary yet to be declared as dividends and future dividend distributions by a
subsidiary to the minority shareholders (Note 15).
The sum of the carrying amount of financial assets recorded in the financial statements,
grossed up for any allowances for losses represents the Group’s maximum exposure to credit
risk.
In addition to the credit risk in respect of the financial assets, the Group has provided
guarantees of approximately $228.8 million (2007 : $224.3 million) to banks for the benefit
of the Group’s customers in respect of mortgage loans provided by the banks to these
customers for the purchase of the Group’s development properties, as elaborated in Note 35
to the financial statements.
The Group maintains cash and cash equivalents and external bank loans with staggered
repayment dates, some of which are in excess of two years. The Group also minimises
liquidity risk by keeping committed credit lines available. At December 31, 2008, the Group
had available $169.3 million (2007 : $374.2 million) of undrawn committed bank credit facilities
in respect of which all precedent conditions had been met.
In managing liquidity risk, the management prepares cash flow forecasts using various
assumptions and monitors the cash flows of the Group.
The following tables detail the remaining contractual maturity for non-derivative financial
liabilities. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group and Company can be required to
pay. The table includes both interest and principal cash flows. The adjustment column
represents the estimated future interest attributable to the instrument included in the maturity
analysis which is not included in the carrying amount of the financial liabilities on the balance
sheet.
82
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Weighted
average On
effective demand More than More than
interest or within 1 year to 2 years to
rate 1 year 2 years 5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000
GROUP
2008
2007
COMPANY
2008
83
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Weighted
average On
effective demand More than More than
interest or within 1 year to 2 years to
rate 1 year 2 years 5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000
COMPANY
2007
The following tables detail the expected maturity for non-derivative financial assets. The
tables below have been drawn up based on the undiscounted contractual maturities of the
financial assets including interest that will be earned on those assets except where the Group
and the Company anticipate that the cash flows will occur in a different period.
Weighted
average On
effective demand More than
interest or within 1 year to More than
rate 1 year 5 years 5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000
GROUP
2008
84
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Weighted
average On
effective demand More than
interest or within 1 year to More than
rate 1 year 5 years 5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000
GROUP
2007
In 2008 and 2007, the Company’s non-derivative financial assets are non-interest bearing with
expected maturity within a year, except for the fixed deposits in 2007 which carried an interest
rate of 2.6% per annum.
The carrying amounts of cash and cash equivalents, trade and other current receivables and
payables approximate their respective fair values due to the relatively short-term maturity of
these financial instruments. The management considers that carrying values approximate the
fair values of other classes of financial assets and liabilities except for the convertible notes
stated at amortised cost where fair value is disclosed in Note 20.
The fair value of financial assets and financial liabilities with standard terms and conditions
and traded on active liquid markets are determined with reference to quoted market prices.
85
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of the debt and equity
balance.
The Group monitors capital on the basis of the net debt to equity ratio. This ratio is calculated
as total debt less cash and bank balances divided by equity. Total debt include bank loans,
convertible notes, non-trade amount due to a minority shareholder of a subsidiary and a shareholder
of the Company. Equity is “Equity attributable to equity holders of the Company” as shown in the
consolidated balance sheet.
The net debt to equity ratio as at December 31, 2008 and 2007 were as follows:
GROUP
2008 2007
$’000 $’000
The Company is a subsidiary of Yanlord Holdings Pte. Ltd., incorporated in the Republic of Singapore,
which is also the Company’s ultimate holding company. Related companies in these financial statements
refer to members of the Company’s group of companies.
Transactions between the Company and its subsidiaries, which are related companies of the Company,
have been eliminated on consolidation and are not disclosed in this note. The intercompany balances are
unsecured, interest-free and repayable on demand unless otherwise stated.
The Company’s non-trade amounts due from subsidiaries are substantially denominated in US dollars. The
Company’s non-trade amount due to a subsidiary is substantially denominated in HK dollars.
86
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Related parties are entities with common direct or indirect shareholders and/or directors. Parties are
considered to be related if one party has the ability to control the other party or exercise significant
influence over the other party in making financial and operating decisions.
Some of the Group’s transactions and arrangements are with related parties and the effect of these on
the basis determined between the parties is reflected in these financial statements. The balances with
related parties are unsecured, interest-free and repayable on demand unless otherwise stated. The non-
trade amount due to a shareholder of $2.7 million bore floating interest of 6.5% (2% plus cost of fund of
bank) per annum.
The Group’s and Company’s balances with related parties are substantially denominated in the functional
currencies of the respective entities.
During the year, the Group entered into the following transactions with related parties:
GROUP
2008 2007
$’000 $’000
The remuneration of directors and other members of key management during the year was as follows:
GROUP
2008 2007
$’000 $’000
87
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Leasehold Furniture,
land and Motor fixtures and Construction
buildings vehicles equipment in progress Total
$’000 $’000 $’000 $’000 $’000
GROUP
Cost:
At January 1, 2007 19,894 7,028 6,513 1,291 34,726
Arising from acquisition of subsidiaries – 94 8 – 102
Additions 44 2,057 3,048 – 5,149
Reclassification 6 152 (158) – –
Transfer from construction in progress 316 – – (316) –
Disposals – (198) (45) – (243)
Currency realignment (116) 134 55 25 98
At December 31, 2007 20,144 9,267 9,421 1,000 39,832
Additions 802 2,277 5,851 – 8,930
Transfer from properties under
development for sale 4,792 – – – 4,792
Disposals (6) (298) (101) – (405)
Currency realignment 700 509 482 58 1,749
At December 31, 2008 26,432 11,755 15,653 1,058 54,898
Accumulated depreciation:
At January 1, 2007 1,267 2,873 3,978 – 8,118
Arising from acquisition of subsidiaries – 58 6 – 64
Depreciation for the year 819 1,271 985 – 3,075
Reclassification (15) 2 13 – –
Eliminated on disposals – (135) (37) – (172)
Currency realignment (12) 55 35 – 78
At December 31, 2007 2,059 4,124 4,980 – 11,163
Depreciation for the year 794 2,098 1,409 – 4,301
Reclassification – 53 (53) – –
Eliminated on disposals (5) (238) (83) – (326)
Currency realignment 105 293 284 – 682
At December 31, 2008 2,953 6,330 6,537 – 15,820
Carrying amount:
At end of year 23,479 5,425 9,116 1,058 39,078
88
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
8 INVESTMENT PROPERTIES
GROUP
2008 2007
$’000 $’000
At fair value:
Balance as at beginning of year 219,901 105,702
Transfer from properties under development for sale 14,752 75,398
Transfer from completed properties for sale 17,142 –
Change in fair value (Note 24) 81,220 39,634
Currency realignment 15,512 2,126
Disposals (1,203) (2,959)
Balance as at end of year 347,324 219,901
The investment properties are stated at valuation based on the professional valuation carried out by an
independent valuer, CB Richard Ellis Limited Hong Kong, for all investment properties as at December 31,
2008 and 2007 by making reference to both the comparable sales transactions as available in the relevant
market of these properties and the capitalisation of the existing and reversionary rental income potential.
As at December 31, 2008, the investment properties amounting to $30.5 million (2007 : $108.6 million)
were pledged to banks to secure the bank loans granted to the Group. (Note 19)
The rental income earned by the Group from its investment properties under operating leases amounted
to $3.1 million (2007 : $0.7 million). Direct operating expenses arising on the investment properties in the
year amounted to $0.2 million (2007 : $0.03 million).
GROUP
2008 2007
$’000 $’000
At cost:
Properties for development (Non-current assets) 2,150,667 1,443,124
Properties under development for sale (Current assets) 1,246,708 1,067,147
Completed properties for sale (Current assets) 506,244 117,484
3,903,619 2,627,755
a) Properties for development, properties under development for sale and completed properties for sale
are located in the PRC.
89
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
GROUP
2008 2007
$’000 $’000
10 INVESTMENTS IN SUBSIDIARIES
COMPANY
2008 2007
$’000 $’000
Country of Proportion of
incorporation ownership
(or registration) interest and
Name of subsidiary and operation voting power held Principal activity
2008 2007
% %
90
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Country of Proportion of
incorporation ownership
(or registration) interest and
Name of subsidiary and operation voting power held Principal activity
2008 2007
% %
91
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Country of Proportion of
incorporation ownership
(or registration) interest and
Name of subsidiary and operation voting power held Principal activity
2008 2007
% %
92
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Country of Proportion of
incorporation ownership
(or registration) interest and
Name of subsidiary and operation voting power held Principal activity
2008 2007
% %
93
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Country of Proportion of
incorporation ownership
(or registration) interest and
Name of subsidiary and operation voting power held Principal activity
2008 2007
% %
(2) The proportion of ownership interest and voting power held is 50.25%.
(3) Although the Group does not effectively own more than 50% of the equity shares of this entity, it has control over the financial
and operating policies of this entity as this is majority owned by the subsidiary. Accordingly, this entity is regarded as a
subsidiary.
(4) Pursuant to the shareholder agreement signed in 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., commited to
acquire the remaining interest in a subsidiary, Shanghai Yanlord Property Co., Ltd. (SYP). Yanlord Land Pte. Ltd. injected
additional capital of US$99.0 million into SYP in 2007 (as part of the payment to increase ownership interest in SYP) and paid
a further RMB72.2 million to the minority shareholder of SYP representing the minority shareholder’s share of reserves. The
additional capital injected into SYP was utilised in acquisition of land and development of a new project in which the minority
shareholder of SYP is not entitled to share the returns in accordance with the shareholder agreement. Upon payment of total
consideration of $30.1 million in future, SYP will become a wholly-owned subsidiary of the Company.
(5) Transferred from available-for-sale investments during the year (Notes 11 and 31).
94
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
11 AVAILABLE-FOR-SALE INVESTMENTS
GROUP
2008 2007
$’000 $’000
The investments included above represent investments in unquoted equity shares that present the Group
with opportunity for return through dividend income and capital appreciation. The management of the
Company is of the view that the fair value of unquoted equity shares cannot be measured reliably as the
range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot
be reasonably assessed. Accordingly, these investments are stated at cost.
During the year, an available-for-sale investment amounting to $42.2 million was transferred to investments
in subsidiaries (Note 31).
The available-for-sale investments are denominated in the functional currencies of the respective entities.
The management has evaluated whether there is any indicator of impairment for unquoted equity shares
carried at cost, by considering both internal and external sources of information, and is satisfied that there
is no such indicator.
12 INTANGIBLE ASSET
GROUP
2008 2007
$’000 $’000
At December 31, 2008, management assessed the marketable value of the club membership and
determined that it was in excess of its carrying amount.
95
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
13 DEFERRED TAXATION
GROUP
2008 2007
$’000 $’000
The following are the major deferred tax assets and liabilities recognised by the Group and movements
thereon during the current and prior reporting year.
Temporary
difference
between
Revaluation depreciation
of investment and tax
properties deduction Tax loss Total
$’000 $’000 $’000 $’000
GROUP
At January 1, 2007 (17,412) 363 5,795 (11,254)
(Charge) credit to profit and loss statement
for the year (Note 26) (6,164) (350) 925 (5,589)
Exchange differences (350) (71) 187 (234)
At December 31, 2007 (23,926) (58) 6,907 (17,077)
Charge to profit and loss statement
for the year (Note 26) (20,702) (2) (1,458) (22,162)
Exchange differences (2,012) – 248 (1,764)
At December 31, 2008 (46,640) (60) 5,697 (41,003)
Pursuant to PRC tax regulations, at the balance sheet date, the Group has unutilised tax losses of $44.5
million (2007 : $43.4 million) available for offset against future profits. A deferred tax asset has been
recognised in respect of $22.7 million (2007 : $27.0 million) of such losses. No deferred tax asset has been
recognised in respect of the remaining $21.8 million (2007 : $16.4 million) due to the unpredictability of
future profit streams. Tax losses may be carried forward for 5 years subject to the conditions imposed by
law including the retention of majority shareholders as defined.
96
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
GROUP COMPANY
2008 2007 2008 2007
$’000 $’000 $’000 $’000
(1) Included in prepayments is non-audit fees paid to the auditors of the Company of $Nil (2007 : $256,226) in connection with the
fund-raising exercise of the Company.
(2) Included in other receivables is an advance of $14.8 million (2007 : $14.0 million) to a PRC government agent for the
resettlement of occupants relating to land which the Group intends to purchase. The advance is unsecured, interest-free and
repayable within 6 months from the date of advance unless extension is mutually agreed or the resettlement of occupants is
not completed. Other receivables in 2007 included an advance to a third party in connection with completion of the land title
procedure amounting to $10.0 million, which was unsecured, bore interest based on market rate and repayable within 6 months
from the date of advance.
The credit risk on other receivables and deposits is limited because the counterparties are government
agent or third parties with long business relationships with the Group.
The other receivables and deposits are substantially denominated in the functional currencies of the
respective entities.
Amounts due from minority shareholders of subsidiaries are unsecured, interest free and repayable on
demand except for the following:
a) An amount of $21.2 million (2007 : $20.0 million) which bore interest at 8.2% (2007 : 7.3%) per
annum and is secured by undistributed retained earnings of a subsidiary yet to be distributed as
dividends to the minority shareholder of that subsidiary.
b) An amount of $1.9 million (2007 : Nil) which bore interest at 4.0% per annum.
c) Total amount of $14.8 million (2007 : Nil) which bore interest at 7.5% per annum and is secured by
future dividend distributions by a subsidiary to the minority shareholders of that subsidiary.
Amounts due to minority shareholders of subsidiaries are unsecured, interest free and repayable on
demand except for a non-current amount of $69.6 million in 2008 which bore interest at 8.3% per annum
and repayable within 3 years and a current amount of $26.6 million in 2007 which bore interest at 6.9% per
annum.
97
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The carrying amounts of amounts due from/to minority shareholders of subsidiaries approximate their fair
values due to the relatively short term maturity of interest-free balances or the interest rates approximate
the prevailing market rates.
Non-trade amounts due to minority shareholders of subsidiaries are denominated in the functional
currencies of respective entities.
The non-trade amounts due from minority shareholders of subsidiaries that are not denominated in the
functional currencies of the respective entities are as follows:
GROUP COMPANY
2008 2007 2008 2007
$’000 $’000 $’000 $’000
HK dollars 2,025 – – –
RMB 15,443 – – –
16 HELD-FOR-TRADING INVESTMENTS
GROUP
2008 2007
$’000 $’000
Held-for-trading investments present the Group with opportunities for return through dividend income
and fair value gains. These investments have no fixed maturity or coupon rate. The fair values of these
securities are based on closing quoted market price on the last market day of the financial year.
GROUP COMPANY
2008 2007 2008 2007
$’000 $’000 $’000 $’000
98
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Pledged bank deposits, cash and bank balances comprise cash held by the Group and short term bank
deposits with an original maturity of 6 months or less. The carrying amounts of these assets approximate
their fair values.
The effective interest rates for fixed deposits and pledged bank deposits are 1.5% (2007 : 3.0%)
and 4.3% (2007 : 3.4%) per annum respectively.
Pledged bank deposits represent deposits pledged to banks to secure bank loans and as securities for
construction contracts required by certain local authorities.
The cash and bank balances that are not denominated in the functional currencies of the respective entities
are as follows:
GROUP COMPANY
2008 2007 2008 2007
$’000 $’000 $’000 $’000
18 SHARE CAPITAL
In 2007, 51,291,000 ordinary shares were issued pursuant to the conversion of convertible notes. As the
convertible notes have been accounted for as a compound instrument comprising of liability and equity
components, the value of issued share capital upon conversion comprises the liability component and
equity component of $120,312,000 and $19,381,000 respectively.
Fully paid up ordinary shares, which have no par value, carry one vote per share and carry a right to
dividends.
99
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
19 BANK LOANS
GROUP
2008 2007
$’000 $’000
Secured
– Current bank loans 254,979 114,052
– Non-current bank loans 461,537 164,075
716,516 278,127
Unsecured 460,189 394,881
1,176,705 673,008
GROUP
2008 2007
$’000 $’000
The bank loans that are not denominated in the functional currencies of the respective entities are as
follows:
GROUP
2008 2007
$’000 $’000
100
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
In 2008, the bank loans for the purpose of property development, amounting to $288.1 million
(2007 : $289.8 million) bear floating interest rate (1.5% to 1.6% plus HIBOR rate of the bank) of
5.09% to 5.13% (2007 : 5.3% to 5.4%) per annum due in 2009 and 2010.
The other bank loans which are for the purpose of property development, bear floating interest rate based
on a bank’s prime rate and the average effective interest rate was 7.2% (2007 : 6.9%) per annum.
The carrying amounts of bank loans approximate their fair values as the interest rates approximate the
prevailing market rates.
20 CONVERTIBLE NOTES
The convertible notes were issued on February 6, 2007. The convertible notes will mature on February 6,
2012. The convertible notes accrue interest at 4.00% per annum, compounded semi-annually. Accrued
interest on a convertible notes is payable only at maturity or upon early redemption, and will be foregone
upon conversion of the convertible notes. The conversion price was initially $2.7531 per share, and has
been adjusted to $2.7100 on account of the dividend distributions for the financial year ended December
31, 2006. The conversion price may be further adjusted for certain specified dilutive events. The notes
are convertible into 124,815,535 new ordinary shares of the Company as at December 31, 2008 and 2007
based on the adjusted conversion price at the option of the holders.
The net proceeds received from the issue of the convertible notes have been allocated between the liability
component and the equity component which represents the fair value of the embedded option to convert
the liability into equity:
* Transaction costs included non-audit fees of $252,430 paid to the auditors of the Company in 2007 in connection with the
international offering of shares and convertible notes exercise of the Company.
The interest charged for the year is calculated by applying an effective interest rate of 8.0% per annum to
the liability component for the twelve-month (2007 : eleven-month) period since the convertible notes were
issued.
101
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The management estimates the fair value of the liability component of the convertible notes at December
31, 2008 to be approximately $185.4 million (2007 : $273.2 million). This fair value has been calculated
by assuming redemption on February 6, 2012 and using interest rate of 27.6% (2007 : 10.3%) per annum,
compounded semi-annually. The interest rate is based on Singapore government’s two-year treasury bill
rate of 3.1% (2007 : five-year treasury bill rate of 2.5%) per annum which matured on February 1, 2011,
a credit spread risk margin of 19.6% (2007 : 5.6%) per annum and holding the liquidity risk rate as a
percentage of both the risk free rate and the liquidity risk rate constant.
The convertible notes are denominated in the functional currency of the Company.
21 TRADE PAYABLES
GROUP
2008 2007
$’000 $’000
The average credit period for trade payables is 116 days (2007 : 108 days).
The trade payables are substantially denominated in the functional currencies of the respective entities.
22 OTHER PAYABLES
GROUP COMPANY
2008 2007 2008 2007
$’000 $’000 $’000 $’000
The other payables are substantially denominated in the functional currencies of the respective entities.
102
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
23 REVENUE
GROUP
2008 2007
$’000 $’000
GROUP
2008 2007
$’000 $’000
(1) Pursuant to relevant laws and regulations in the PRC, a subsidiary, being the investor of the subsidiaries in the PRC, received
tax refunds from the tax bureau of the PRC because the Group has increased its investment in the PRC subsidiaries by way of
capitalising the accumulated profits of those subsidiaries.
103
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
25 FINANCE COST
GROUP
2008 2007
$’000 $’000
26 INCOME TAX
GROUP
2008 2007
$’000 $’000
No provision for Singapore taxation has been made as the majority of the Group’s income neither arises in,
nor is derived from Singapore.
Taxation arising in the PRC is calculated at the prevailing rate of 18% (2007 : 15%) for major operating
subsidiaries. The prevailing rate in the other subsidiaries is at 10% to 25% (2007 : 15% to 33%).
On March 16, 2007, the PRC promulgated the Law of the PRC on Enterprise Income Tax (“New Law”)
by Order No.63 of the President of the PRC, with an effective date of January 1, 2008. On December 28,
2007, the State Council of the PRC issued Implementation Regulations of the New Law. Due to the New
Law and Implementation Regulations, the PRC subsidiaries will be subject to 25% Enterprise Income Tax,
commencing January 1, 2008 except that certain subsidiaries which originally enjoy the preferential tax
rates shall gradually transit to the tax rate of 25% within 5 years after the enforcement of the new tax law.
104
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The income tax expense varied from the amount of income tax expense determined by applying the above
income tax rate to profit before income tax as a result of the following differences:
GROUP
2008 2007
$’000 $’000
Income tax expense at PRC applicable tax rate of 18%* (2007 : 15%*) 104,559 80,639
Non-deductible items 3,265 207
Non-taxable items (1,124) (428)
Effect of unutilised tax losses not recognised as deferred tax assets 1,585 2,522
Effect of different tax rates for certain subsidiaries 15,045 9,073
Effect of LAT 143,277 108,954
Withholding tax 385 –
Under provision in prior years 526 481
Others (591) (561)
Total income tax expense 266,927 200,887
* These are the applicable tax rates for most of the Group’s taxable profits.
Income tax for overseas subsidiaries is calculated at the rates prevailing in the respective jurisdictions.
LAT
There is no significant development in LAT ruling and interpretation in 2007 and 2008.
As previously disclosed in prior years’ audited consolidated financial statements, the directors of the
Company, after taking into account legal advice received and consulting the local Shanghai Pudong Tax
Bureau, are of the opinion that the relevant tax authority is not likely to impose any LAT on a retrospective
basis. Accordingly, no provision has been made in respect of those properties sold in Pudong New District
prior to October 1, 2006.
If LAT was to be levied on the Group’s Shanghai Pudong New District properties in accordance with the
Provisional Regulations on a retrospective basis, the Group would have incurred additional LAT in the
aggregate amount of $111.6 million for the financial periods prior to October 1, 2006, as adjusted for
minority interests and for income tax deductions. Should any of these exposures materialise, the Group’s
current year net profit will be impacted by the same amount.
The management of the Company is of the view that the actual LAT payable as required under the
Provisional Regulations approximates the amount of LAT actually paid and accrued by the Group for the
PRC subsidiaries as at December 31, 2008.
The actual Group’s LAT liabilities are subject to the determination by the tax authorities upon completion
of the property development projects and are subject to the specific implementation rules or measures
mentioned above.
105
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Profit for the year has been arrived at after charging (crediting):
GROUP
2008 2007
$’000 $’000
(1)
Depreciation of property, plant and equipment 4,301 3,075
GROUP
2008 2007
$’000 $’000
(1) For 2008, $401,000 (2007 : $289,000) of depreciation of property, plant and equipment is capitalised in properties for
development and properties under development for sale.
106
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the
Company is based on the following data:
GROUP
2008 2007
$’000 $’000
Earnings
Earnings for the purposes of basic earnings per share (profit for the
year attributable to equity holders of the Company) 225,841 221,500
Effect of dilutive potential ordinary shares:
Interests on convertible notes 2,437 14,366
Earnings for the purposes of diluted earnings per share 228,278 235,866
GROUP
2008 2007
$’000 $’000
Number of shares
29 DIVIDENDS
For the financial year ended December 31, 2007, the directors declared that a first and final one-tier tax
exempt dividend of 1.21 cents per ordinary share amounting to $22,092,355, which was paid during 2008.
In 2007, $51,283,715 of dividend was paid in respect of a first and final one-tier tax exempt dividend of
2.89 cents per ordinary share declared for the year ended December 31, 2006.
In respect of the current year, the directors proposed a first and final one-tier tax exempt dividend of 1.23
cents per ordinary share amounting to $22,525,414. The dividend is subject to approval by shareholders at
the Annual General Meeting and has not been included as a liability in these financial statements.
107
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
30 SEGMENT INFORMATION
The Group’s operations are located in the PRC and substantially the Group’s revenue and contribution
to profit from operations are derived from residential property development and sales. Accordingly, no
analysis by business segment and geographical area of operations are provided.
31 ACQUISITION OF SUBSIDIARIES
On April 2, 2008, a subsidiary of the Company, Yanlord Development (Tianjin) Co., Ltd. (“YDT”), acquired
an additional shareholding interest of 70.6% in Tianjin Yanlord Haihe Development Co., Ltd. (“TYHD”) for a
total cash consideration of approximately $317.7 million (RMB1,599.2 million), which includes commitment
for capital injection of $138.9 million (RMB699.2 million) in future as included in Note 34 to the financial
statements. Following the acquisition, the Group’s shareholding in TYHD held though YDT increased from
9.4% to 80.0%. This transaction has been accounted for by the purchase method of accounting.
On September 25, 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., acquired a wholly-
owned subsidiary, incorporated in Hong Kong, East Hero Investment Ltd. (“East Hero”), for a total cash
consideration of approximately $48.3 million (RMB238.7 million). At the time of acquisition, East Hero held
75% shareholding interest in Shenzhen Long Wei Xin Investment Co., Ltd., a company incorporated in the
PRC. This transaction had been accounted for by the purchase method of accounting.
Carrying
amount before Fair value
acquisition adjustments Fair value
$’000 $’000 $’000
2008
108
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Carrying
amount before Fair value
acquisition adjustments Fair value
$’000 $’000 $’000
2007
Total consideration
– satisfied by cash 10,195
– amount payable 38,109
48,304
The management is of the view that the deferred tax impact on excess of the Group’s interest in the net
fair value of the acquired subsidiaries’ identifiable assets, liabilities and contingent liabilities over cost is not
significant.
The subsidiary acquired during the year contributed $0.005 million loss (2007 : $0.1 million loss) to the
Group’s profit for the year for the period between the date of acquisition and the balance sheet date. There
is no revenue contributed by the subsidiary acquired (2007 : Nil).
If the acquisition had been completed on January 1, total Group’s profit for the year in 2008 would have
decreased by $0.8 million to $313.2 million (2007 : decreased by $0.6 million to $336.1 million). There is
no impact to total Group revenue.
32 SHARE-BASED PAYMENTS
The options under the Scheme grant the right to the holder to subscribe for new ordinary shares of the
Company at the discount of fifteen percent (15%) of the IPO offer share price of $1.08. The options
granted under the Scheme will be exercisable after the second anniversary of the date of grant of the
options and all options must be exercised before the fifth anniversary from the date of grant of the
options. The maximum number of shares in respect of which options may be granted under the Scheme
shall not exceed 1% of the issued share capital of the Company on the date immediately preceding the
Offer Date of the Option.
109
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Each option grants the holder the right to subscribe for one ordinary share in the Company. The options
may be exercised in full or in part thereof. By virtue of the options, the holders do not have the right to
participate in any share issue of the other companies in the Group. Options granted are cancelled when
the holder is no longer a full time employee of the Company or any corporations in the Group subject to
certain exceptions in accordance with the rules of the Scheme.
The above share option scheme is administered by a Pre-IPO Share Option Management Committee.
Details of the share options outstanding during the year are as follows:
The options outstanding at end of the year have a weighted average remaining contractual life of 2.5 years
(2007 : 3.5 years).
The estimated fair values of the options granted on June 21, 2006 were $5.3 million.
These fair values for share options granted in 2006 were calculated using the Black-Scholes pricing model.
The inputs into the model were as follows:
Expected volatility was determined by calculating the historical volatility of the Company’s share price over
the previous 3 months. The expected life used in the model has been adjusted, based on management’s
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group and the Company recognised total expense of $1.1 million (2007 : $2.3 million) related to equity-
settled share-based payment transactions during the year.
110
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
GROUP
2008 2007
$’000 $’000
At the balance sheet date, the Group has outstanding commitments under non-cancellable operating
leases, which fall due as follows:
GROUP
2008 2007
$’000 $’000
Operating lease payments represent rental payables by the Group in respect of land and buildings for its
office premises and staff accommodation. Leases are negotiated for an average term of less than two
years.
The Group rents out its investment properties and certain completed properties for sale in the PRC under
operating leases. Property rental income earned during the year was $4.6 million (2007 : $1.6 million).
At the balance sheet date, the Group has contracted with tenants for the following future minimum lease
payments:
GROUP
2008 2007
$’000 $’000
111
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
Estimated amounts committed for future capital expenditure but not provided for in the financial
statements:
GROUP
2008 2007
$’000 $’000
As at December 31, 2008, the Group has provided guarantees of approximately $228.8 million (2007 :
$224.3 million) to banks for the benefit of its customers in respect of the mortgage loans provided by the
banks to customers for the purchase of the Group’s development properties. Should such guarantees be
called upon, there would be an outflow of cash (previously collected by the Group) from the Group to the
banks to discharge the obligations. Management has made enquiries with the banks and considered the
profile of customers who buy the Group’s properties and concluded that the likelihood of these guarantees
being called upon is low. These guarantees provided by the Group to the banks would be released upon
receiving the building ownership certificate of the respective properties by the banks from the customers
as a pledge for security for the mortgage loan granted.
As at December 31, 2008 and 2007, the Company together with six of its subsidiaries has provided a joint
guarantee to banks in respect of a banking facility granted to a subsidiary amounting to US$200.0 million
(equivalent to $289.3 million) for a term of two years (2007 : three years) up to November 6, 2010.
The management is of the view that the fair values of the financial guarantees provided by the Group and
the Company are not significant.
The relevant PRC subsidiaries are required to make contributions to the state-managed retirement schemes
in the PRC based on certain percentage of the monthly salaries of their current employees to fund the
benefits. The employees are entitled to retirement pension calculated with reference to their basic salaries
on retirement and their length of service in accordance with the relevant government regulations. The only
obligation of the PRC subsidiaries with respect to the state-managed schemes is to make the specified
contributions. The PRC government is responsible for the pension liability to these retired staff. As at
December 31, 2008 and 2007, no contributions in respect of the current reporting years had not been paid
to the schemes.
112
YANLORDLAND 2008 ANNUAL REPORT
Notes to Financial Statements
December 31, 2008
37 SUBSEQUENT EVENTS
Subsequent to year ended December 31, 2008, the Group has through its subsidiary, Yanlord Land Pte.
Ltd. (“YLPL”), entered into:
a) A share transfer agreement with Yanlord Property Pte. Ltd. (“YPPL”), a subsidiary with a shareholding
ratio of 60:40 held by YLPL and Reco Yizhong Private Limited (“Reco”) respectively, to transfer
YLPL’s entire shareholding interest of 100% in Yanlord Property (Suzhou) Co., Ltd. (“YPSuzhou”) to
YLPL for a total consideration of approximately $412.0 million. Upon completion of the transfer, the
Group’s beneficial interest in YPSuzhou, held through YPPL, will be reduced to 60%.
b) Another share transfer agreement (“STA”) with Reco to transfer YLPL’s entire shareholding interest of
40% in Shanghai Yanlord Senlan Real Estate Co., Ltd. (“SYSRE”) for a nominal consideration of $2
to Reco. SYSRE was incorporated in 2009 and has a shareholding ratio of 40:60 held by YLPL and
Shanghai Yanlord Property Co., Ltd. (“SYP”) respectively before the proposed transfer. In addition,
Reco will inject approximately $100.7 million of registered capital into SYSRE within 7 business days
from the effective date of legal transfer of the 40% stake. Upon completion of the STA, SYP and
Reco will each hold a stake of 60% and 40% respectively in the equity of SYSRE.
113
YANLORDLAND 2008 ANNUAL REPORT
Statement of Directors
In the opinion of the directors, the consolidated financial statements of the Group and the balance sheet and
statement of changes in equity of the Company set out on pages 58 to 113 are drawn up so as to give a true and
fair view of the state of affairs of the Group and of the Company as at December 31, 2008, and of the results,
changes in equity and cash flows of the Group and the changes in equity of the Company for the financial 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 when they fall due.
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YANLORDLAND 2008 ANNUAL REPORT
Interested Person Transactions
The aggregate value of interest person transactions during the financial year under review is as follows:
Notes:
* Associates (as defined in the SGX Listing Manual) of Mr. Zhong Sheng Jian, director and controlling shareholder of the Company.
** Ms. Hong Lu Qi is an associate (as defined in the SGX Listing Manual) of Mr. Hong Zhi Hua, director of the Company.
There was no material contract entered into by the Company and its subsidiaries involving the interests of the
chief executive officer or any director or controlling shareholder, either still subsisting at the end of the financial
year or entered into since the end of the previous financial year.
Use of Proceeds
The proceeds raised by the Company from its concurrent offerings of ordinary shares and convertible notes in
February 2007 had been fully utilised as per the Company’s SGXNET announcement dated 13 June 2008.
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YANLORDLAND 2008 ANNUAL REPORT
Shareholding Statistics
As at 16 March 2009
116
YANLORDLAND 2008 ANNUAL REPORT
Shareholding Statistics
As at 16 March 2009
SUBSTANTIAL SHAREHOLDERS
Notes:
2 Zhong Sheng Jian is deemed to be interested in 1,277,514,000 ordinary shares held by Yanlord Holdings Pte. Ltd.
Based on the information available to the Company as at 16 March 2009, approximately 27% of the issued ordinary shares of the Company
is held by the public and accordingly, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited has been
complied with.
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YANLORDLAND 2008 ANNUAL REPORT
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Yanlord Land Group Limited (“Company”
or “Yanlord”) will be held on Wednesday, 29 April 2009 at 2.00 p.m. at the Vanda Ballroom, Marina Mandarin
Singapore, Level 5, 6 Raffles Boulevard, Marina Square, Singapore 039594 to transact the following business:
AS ROUTINE BUSINESS
1. To receive and adopt the directors’ report and the audited financial statements of the Company for the
financial year ended 31 December 2008 together with the auditors’ reports thereon. (Resolution 1)
2. To declare a first and final (one-tier) tax-exempt dividend of 1.23 Singapore cents per ordinary share for the
year ended 31 December 2008. (Resolution 2)
3. To approve the payment of Directors’ Fees of S$400,000 for the year ended 31 December 2008.
(Resolution 3)
4. To re-elect the following Directors, each of whom will retire pursuant to Article 91 of the Articles of
Association (“AA”) of the Company and who, being eligible, offer themselves for re-election:
5. To re-appoint Messrs Deloitte & Touche LLP as Auditors of the Company and to authorize the Directors to
fix their remuneration. (Resolution 5)
AS SPECIAL BUSINESS
6. To consider and, if thought fit, to pass with or without any amendments, the following resolutions as
Ordinary Resolutions:
6A. That authority be and is hereby given to the Directors of the Company to:-
(a) (i) allot and issue shares in the capital of the Company (“shares”) whether by way of rights,
bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments” and each, an
“Instrument”) that might or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may, in their absolute discretion, deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in
force,
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YANLORDLAND 2008 ANNUAL REPORT
Notice of Annual General Meeting
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be
issued in pursuance of Instruments made or granted pursuant to this Resolution):
(A) by way of renounceable rights issues on a pro-rata basis to shareholders of the Company
(“Renounceable Rights Issues”) shall not exceed one hundred per cent. (100%) of the total
number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in sub-paragraph (3) below; and
(B) otherwise than by way of Renounceable Rights Issues (“Other Share Issues”) shall not exceed
fifty per cent. (50%) of the total number of issued shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with sub-paragraph (3) below), of which
the aggregate number of shares to be issued other than on a pro-rata basis to shareholders
of the Company (including shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) does not exceed twenty per cent. (20%) of the total number of
issued shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (3) below);
(2) the Renounceable Rights Issues and Other Share Issues shall not, in aggregate, exceed one hundred
per cent. (100%) of the total number of issued shares (excluding treasury shares) in the capital of the
Company (as calculated in sub-paragraph (3) below);
(3) (subject to such manner of calculation as may be prescribed by Singapore Exchange Securities
Trading Limited (“SGX-ST”) for the purpose of determining the aggregate number of shares that may
be issued under sub-paragraphs (1)(A) and (1)(B) above, the total number of issued shares (excluding
treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in
the capital of the Company at the time this Resolution is passed, after adjusting for:-
(i) new shares arising from the conversion or exercise of any convertible securities or share
options on issue at the time this Resolution is passed; and
(4) in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Listing Manual of SGX-ST for the time being in force (unless such compliance has
been waived by the SGX-ST) and the AA for the time being of the Company; and
(5) (unless revoked or varied by the Company in general meeting) the authority conferred by this
Resolution shall continue in force until the conclusion of the next AGM of the Company or the date
by which the next AGM is required by law to be held, whichever is the earlier. (Resolution 6)
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YANLORDLAND 2008 ANNUAL REPORT
Notice of Annual General Meeting
6B. That subject to and pursuant to the share issue mandate in Resolution 6 above being obtained, authority
be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders
of the Company at an issue price per new share which shall be determined by the Directors in their
absolute discretion provided that such price shall not represent more than a 20% discount for new shares
to the weighted average price per share determined in accordance with the requirements of the SGX-ST.
(Resolution 7)
(a) offer and grant options in accordance with the provisions of the Yanlord Land Group Share Option
Scheme 2006 (“ESOS 2006”); and
(b) allot and issue from time to time such number of shares in the capital of the Company as may be
issued pursuant to the exercise of options under the ESOS 2006,
provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed
fifteen per cent. (15%) of the total issued shares in the capital of the Company from time to time.
(Resolution 8)
7. To transact any other ordinary business which may properly be transacted at an annual general meeting.
NOTICE IS ALSO HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will
be closed on 20 May 2009, for the purpose of determining the shareholders’ entitlements to the first and final
(one-tier) tax-exempt dividend of 1.23 Singapore cents per ordinary share for the year ended 31 December 2008
(“Proposed Dividend”) to be proposed at the AGM of the Company to be held on 29 April 2009.
Duly completed registrable transfers in respect of shares of the Company received by the Company’s Share
Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., of 3 Church Street, #08-01, Samsung Hub,
Singapore 049483 up to 5.00 p.m. on 19 May 2009 will be registered to determine shareholders’ entitlements
to the Proposed Dividend. Shareholders whose securities accounts with the Central Depository (Pte) Limited are
credited with shares as at 5.00 p.m. on 19 May 2009 will be entitled to the Proposed Dividend.
The Proposed Dividend, if approved at the forthcoming AGM, will be paid on 5 June 2009.
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YANLORDLAND 2008 ANNUAL REPORT
Notice of Annual General Meeting
Notes:
(i) A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and
vote on his behalf. A proxy need not be a member of the Company.
(ii) The instrument appointing a proxy must be deposited at the registered office of the Company at 9 Temasek Boulevard #36-02 Suntec
Tower Two Singapore 038989 not less than 48 hours before the time fixed for holding the AGM.
(iii) Resolution 4b: Mr. Ng Ser Miang who is considered an independent director will, upon re-appointment as a Director of the Company,
remain as Chairman of the Nominating Committee and member of the Risk Management Committee.
(iv) Resolution 4c: Ms. Ng Shin Ein who is considered an independent director will, upon re-appointment as a Director of the Company,
remain as Chairman of the Risk Management Committee, member of the Audit Committee and member of the Remuneration
Committee.
(v) Resolution 6, if passed, is to empower the Directors from the date of the AGM to be held on 29 April 2009 until the date of next AGM,
to issue shares in the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to
issue shares in pursuance of such instruments, up to a number not exceeding (i) 100% of the total number of issued shares (excluding
treasury shares) in the capital of the Company (calculated as described above) for Renounceable Rights Issues (“100% Renounceable
Rights Issues”) and (ii) 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (calculated
as described above) for Other Share Issues, with a sub-limit of 20% for issues other than on a pro-rata basis to shareholders, provided
that the total number of shares which may be issued pursuant to (i) and (ii) shall not exceed 100% of the issued shares (excluding
treasury shares) in the capital of the Company (calculated as described above).
The authority for 100% Renounceable Rights Issues is one of the further measures introduced by Singapore Exchange Limited, in
consultation with the Monetary Authority of Singapore and took effect on 20 February 2009 to accelerate and facilitate listed issuers’
fund raising efforts.
(vi) Resolution 8, if passed, is to authorise the Directors to offer and grant options in accordance with the provisions of the ESOS 2006 and
to allot and issue from time to time such number of shares in the capital of the Company as may be issued pursuant to the exercise of
options under the ESOS 2006, provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed
15% of the total number of issued shares excluding treasury shares in the capital of the Company from time to time.
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YANLORDLAND 2008 ANNUAL REPORT
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Yanlord Land Group Limited Important:
(Incorporated in the Republic of Singapore) 1. For investors who have used their CPF monies to buy shares
Company Registration No. 200601911K of Yanlord Land Group Limited, the Annual Report is forwarded
to them at the request of their CPF Approved Nominees and is
sent solely FOR INFORMATION ONLY.
PROXY FORM 2. This Proxy Form is not valid for use by CPF Investors and shall
be ineffective for all intents and purposes if used or purported
ANNUAL GENERAL MEETING to be used by them.
I/We, (Name)
of (Address)
being a member/members of Yanlord Land Group Limited (the “Company” or “Yanlord”) hereby appoint:
Proportion of Shareholdings
NRIC /
Name Address Passport Number No. of Shares %
(a)
(b)
or failing him/her, the Chairman of the Meeting (defined below), as my/our proxy/proxies to attend and vote
for me/us on my/our behalf and, if necessary, to demand a poll at the annual general meeting of the Company
(“Meeting”) to be held at the Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffles Boulevard, Marina
Square, Singapore 039594 on Wednesday, 29 April 2009 at 2.00 p.m. and at any adjournment thereof.
(Please indicate with an “X’’ in the space provided whether you wish your vote(s) to be cast for or against the
resolution as set out in the Notice of the Meeting. In the absence of specific directions, the proxy will vote or
abstain as the proxy deems fit).
2. A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf.
A proxy need not be a member of the Company. Where a member appoints more than one proxy, the appointments shall be invalid
unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.
3. The instrument appointing a proxy or proxies shall, in the case of an individual, be signed by the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either
under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.
4. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly
certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the
instrument may be treated as invalid.
5. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act
as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Cap 50.
6. The Company shall be entitled to reject an instrument appointing a proxy/proxies which is incomplete, improperly completed, illegible
or where the true intentions of the appointor is not ascertainable from the instructions of the appointor contained in the instrument
of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the
member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before
the time fixed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
7. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 9 Temasek Boulevard #36-02
Suntec Tower Two, Singapore 038989 not less than 48 hours before the time fixed for the Meeting.
PROXY FORM
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与世界同分享
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An integrated development comprising premier shopping podiums, Grade A office suites and quality serviced apartments, Yanlord Landmark continues
to be the development of choice for leading multi-national corporations, domestic enterprises and international designer brands to base their regional
operations. Building on a commitment to “Maintaining International Standards” Yanlord Landmark continues to form a conduit that connects Chengdu
with the rest of the world
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