S OLID B ASE S USTAINABLE S TRENGTH 20 13 Annual Report
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SOLID BASESUSTAINABLE STRENGTH
2 01 3A n n u a l R e p o r t
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Contents
Corporate Profile
Financial Highlights
Calendar of Events
Our Awards
Chairman’s Statement
Financial & Operations Review
Our Upcoming Project
Projects launched in 2013
Board Of Directors
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Roxy-Pacific Holdings Limited is a homegrown specialty property and hospitality
group with a track record that extends back to 1967.
Listed on the SGX Mainboard in March 2008, the Group is principally engaged
in the development and sale of residential and commercial properties (“Property
Development”) and the ownership of Grand Mercure Roxy Hotel and other
investment properties (“Hotel Ownership and Property Investment”).
In Property Development, Roxy-Pacific is an established brand name for small
and medium size residential developments with unique design features. The
Group’s developments offer desirable living environments which epitomise
quality and innovation and are targeted at middle to upper middle income
buyers.
Between 2004 and 2013, the Group developed and launched 36 small to
medium size developments comprising a total of more than 2,500 residential
and commercial units.
The Group also owns the Grand Mercure Roxy Hotel, managed by the
international hotel operator, Accor Group. Strategically located in the East
Coast area, the hotel is close to the CBD, the Changi airport and the Marina
Bay Resort Casino. The hotel enjoys high Average Occupancy Rate (“AOR”)
averaging 89.0% and good Average Room-Rate (“ARR”) averaging S$159.4
between 2004 and 2013.
Group Structure
Senior Executive Officers
Sustainability
Investor Relations
Corporate Social Responsibility
Human Resource
Corporate Information
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Financial Highlights
(1) Adjusted based on total post-bonus issue of 1,193,549,994 ordinary shares.(2) The figures have been restated to take into account of the retrospective effect of adoption of Amendments to FRS 12.
Period
Profit & Loss (SGD ‘000)
Full Year
Dec-13
Full Year
Dec-12
Full Year
Dec-11
(restated)(2)
Full Year
Dec-10
(restated)(2)
Full Year
Dec-09
(restated)(2)
Full Year
Dec-08
(restated)(2)
Full Year
Dec-07
(restated)(2)
Revenue 369,047 190,556 183,651 216,877 163,510 130,065 102,707
Finance Costs (5,476) (4,394) (4,650) (4,470) (3,774) (4,233) (4,354)
Share Of Profit of Associates 9,944 3,974 288 55 - - -
Profit Before Tax 106,728 65,875 58,524 53,232 36,248 30,365 23,940
Total Comprehensive Income Attributable to
Shareholders
92,217 58,447 51,807 43,573 27,910 24,995 19,857
Balance Sheet (SGD ‘000)
No. Of Ordinary Shares Issued ('000) 1,193,550 954,840 636,560 636,560 636,560 636,560 508,560
Share Capital 47,399 47,399 47,399 47,399 47,399 47,399 11,114
Fair value reserve 111 144 - - - - -
Retained earnings 282,112 206,038 166,864 124,605 87,398 64,262 45,633
Equity attributable to owners of the Company 329,622 253,581 214,263 172,004 134,797 111,661 56,747
Non-controlling interests 347 199 - - - - -
Total equity 329,969 253,780 214,263 172,004 134,797 111,661 56,747
Long Term Liabilities 133,129 89,657 100,820 97,507 90,243 80,841 81,412
Current Liabilities 835,846 580,697 433,522 332,115 200,489 217,704 170,474
Total Equity and Liabilities 1,298,944 924,134 748,605 601,626 425,529 410,206 308,633
Fixed Assets 81,942 76,147 73,928 70,421 64,515 65,958 65,597
Intangible Assets - 1,672 1,672 1,672 1,672 1,672 2,040
Investments 84,713 68,084 47,105 80,402 56,138 32,428 30,640
Other Non-Current Assets 2,207 1,684 - - - - -
Current Assets 1,130,082 776,547 625,900 449,131 303,204 310,148 210,356
Total Assets 1,298,944 924,134 748,605 601,626 425,529 410,206 308,633
Financial Ratios (SGD)
Earning Per Share (cents) (1) 7.73 4.90 4.34 3.65 2.34 2.09 1.66
Net Asset Value Per Share (cents) (1) 27.62 21.25 17.95 14.41 11.29 9.36 4.75
Return On Asset (ROA) 7.10% 6.32% 6.92% 7.24% 6.56% 6.09% 6.43%
Return On Equity (ROE) 27.98% 23.05% 24.18% 25.33% 20.71% 22.38% 34.99%
Debt to Equity Ratio (times) 1.87 1.64 1.43 1.58 1.35 1.68 3.84
Adjusted Net Assets Value (S$m) 771.09 638.11 558.40 429.10 303.80 325.84 303.19
Adjusted Net Assets Value per share (1) 64.61 53.47 46.79 35.95 25.45 27.30 25.40
Net Debt to ANAV (times) 0.68 0.56 0.45 0.51 0.47 0.48 0.64
Gross Dividend Per Share (cents) (1) 1.91 1.28 1.33 1.00 0.67 0.50 0.53
Revenue(S$’000)
Total Comprehensive Income Attributable to Shareholders (S$’000)
Net Asset Value Per Share (cents) (1)
2013
2013
2013
2008
2008
2008
2007
2007
2007
2009
2009
2009
2010
2010
2010
2011
2011
2011
2012
2012
2012
369,
047
92,2
17
27.6
2
130,
065
24,9
95
9.36
102
,707
19,8
57
4.7
5
163,
510
27,9
10
11.2
9
216,
877
43,5
73
14.4
1
220,000400,000
30.00180,000 100,000 25.00140,000 80,000 20.00100,000 60,000
15.0060,000 40,00010.0020,000 20,000
0 0 0
183,
651
51,8
07
17.9
5
190,
556
58,4
47
21.2
5
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Calendar of Events
January
Acquired a 9,324 sq ft freehold residential site at 13 and 15 Wilkie Terrace, Singapore
March
Established S$200 million Multicurrency Medium Term Note Programme
Annual General Meeting held on 28 March 2013
June
JV Project - Haig 162 obtained Temporary Occupancy Permit on7 June 2013
Acquired a 23,160 sq ft freehold residential site at 134B Lorong K Telok Kurau, also known as Sunnyvale Apartments
Acquired a 79,857 sq ft freehold residential site at 111 Tampines Road, also known as Yi Mei Garden
July
Maiden entry into Malaysia through 47% stake in Macly Equity Sdn Bhd. Macly Equity Sdn Bhd owns a freehold site located in Kuala Lumpur which has an approximate gross floor area of 698,717 sq ft
August
Payment of interim dividend at 0.616 SGD cents (after adjusted for bonus issue) per ordinary share for financial year ended 2013
September
Alloted and issued 1 bonus share for every 4 existing ordinary shares
October
Second move abroad into Hong Kong with a mixed-development property asset through 30% stake in Rolex Investment Ltd.
November
Straits Residences obtained Temporary Occupancy Permit on 13 November 2013
December
WIS@Changi obtained Temporary Occupancy Permit on 3 December 2013
Resignation of Mr Edmund Lee Yu Chiang as Independent Director and Chairman of the Remuneration Committee
Appointment of Mr Tay Kah Poh as Chairman of Remuneration Committee, and Mr Hew Koon Chan as a Member of the Remuneration Committee with effect from 1 January 2014.
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BCI Asia Top 10 Developers Awards 2013
An overview of the regional building and construction industry by recognising the top developers that had the greatest impact on the built environment in Southeast Asia.
Best Employee Of The Year – Accor Singapore
Given out to recognise the best employee in Singapore by Accor Singapore
Best Employee Of The Year – Singapore Hotel
Association
The award is to recognise the best hotel service employee in Singapore by Singapore Hotel Association
Best Employee Of The Year – Malaysia, Indonesia and
Singapore
Given out to recognise the best employee in Singapore by Accor Malaysia, Indonesia and Singapore
Excellent Service Award 2013
A national award given by Singapore Hotel Association to recognise individuals who have delivered quality service in Singapore.
Service Gold - National Kindness Award 2013
The award is to recognise hotel staff who has displayed service excellence, gracious and kind acts at the workplace by Singapore Hotel Association
Hotel Security Excellence Award 2013
The award is to recognise hotel for ensuring a high standard of security by Singapore Hotel Association, Singapore Police Force & National Crime Prevention Council
Tripadvisor Certificate of Excellence Yr 2013
The accolade, which honors hospitality excellence, is given only to establishments that consistently achieve outstanding traveler reviews on TripAdvisor, and is extended to qualifying businesses worldwide. Only the top-performing 10 percent of businesses listed on TripAdvisor receive this prestigious award.
Our Awards
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Chairman’s Statement
Teo Hong LimExecutive Chairman & Chief Executive Officer
Dear Valued Shareholders,
On behalf of the Board of Directors, it is my great
pleasure to present to you the Annual Report for 2013.
Sterling Performance - Ninth Consecutive Record
Year in FY2013
We are truly encouraged to have delivered Roxy-Pacific’s
ninth consecutive year of record earnings and the best
performing year since our first official set of results for
the financial year 2004. This is clearly the result of a
delicated team with a shared focus on the delivery of
quality developments and services.
Resilience Amidst Macro Volatilities
Indeed, the period under review continued to be marked
with policy headwinds. In the US, a budget impasse
led to a temporary shutdown of the Federal Government
and raised concerns of a potential default by the US
government. Talks of tapering of Federal Reserve’s
Quantitative Easing programme also led to sell-off in
Asian markets. Domestically, the government continued
to tighten property measures by imposing Total
Debt Servicing Ratio (“TDSR”), limiting homebuyers’
borrowing capacity.
Notwithstanding macro headwinds, our performance
remained resilient. We achieved a 58% increase in net
profit after tax to S$92.2 million on the back of a strong
94.0% revenue growth to S$369.0 million. In FY2013,
NAV per share grew 30.0% from previous corresponding
year to 27.62 SGD cents, and ANAV per share grew
21.0% from previous corresponding year to 64.61 SGD
cents.
Our cash and cash equivalents increased from S$253.2
million in FY2012 to S$354.2 million in FY2013. We have
also bolstered our funding source with the establishment
of a S$200 million Multicurrency Medium Term Note
Programme (“MTN”). Together, they will provide strong
growth headroom for business expansion in both
Singapore and the region.
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Chairman’s Statement
Broadening Our Reach
The strength of our business model lies in our three
key pillars of growth - Property Development, Property
Investment and Hospitality. In Property, we have a
successful track record in a broad-based asset portfolio
and will continue to look for opportunities across a wide
spectrum – from residential to commercial and retail. In
addition, we have extended the balance of our asset
portfolio further, this time by broadening our reach
beyond local shores into Malaysia and Hong Kong.
In Singapore, we remain attuned to the demand-supply
dynamics of the changing property landscape. During
the year under review, we made a number of freehold
land acquisitions including a 9,324 sq ft site at Wilkie
Terrace as well as two successful acquisitions via
enbloc, namely Sunnyvale Apartments, a 23,160 sq ft
site at Lorong K Telok Kurau and the 79,857 sq ft plot -
111 Tampines Road, also known as Yi Mei Garden. We
will continue to be very selective in identifying suitable
sites that will appeal mainly to the mid to mass market
segments.
At the same time, we are pleased to have made our
maiden entry into Malaysia in July 2013 through our
47.0% stake in Macly Equity, a Malaysia-incorporated
company. With this acquisition, we will participate in the
development of a freehold site that has an approximate
gross floor area of 698,717 sq ft. This development is
strategically located at Jalan Dewan Sultan Sulaiman,
beside the upcoming Quill City (a 7-acre mixed
development on Jalan Sultan Ismail), the Sheraton
Imperial Hotel and monorail stations to Bukit Bintang.
Artist’s Impression
Artist’s Impression
Artist’s Impression
Artist’s Impression
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Chairman’s Statement
In October 2013, we made our second move abroad,
this time into Hong Kong with a mixed-development
property asset comprising predominantly serviced
apartments. This property has a total gross floor area
of approximately 99,076 sq ft and is located at No. 8
Russell Street, Causeway Bay, Hong Kong, opposite
Times Square, a vibrant shopping and entertainment
complex.
Looking beyond Malaysia and Hong Kong, we are
also reviewing investment opportunities in Sydney,
Melbourne, London and Phuket, once again across a
broad portfolio base – from residential to commercial,
retail and hospitality areas. For regional expansion, in
particular, we intend to work closely with JV partners
who complement our strengths and are familiar with
these identified overseas markets.
Our Hospitality business benefitted from higher visitor
arrivals to Singapore. With the full operation of hotel
rooms following the completion of renovation programme
in July 2013, we enjoyed higher average room rates,
and saw an increase in RevPar from this segment in the
4th Quarter 2013 as compared to the corresponding
period last year. Our emphasis on constant innovation,
efficiency improvement and a high service standards
remains as we brace ourselves to meet up with labour
shortage challenges experienced by the hospitality
sector. For Property Investment, this will continue to be
a good source of recurring income for the Group and
we will look for other opportunities to grow this revenue
base both in Singapore and the region.
Outlook
Looking ahead, 2014 will continue to pose challenges
for all property developers. The various property cooling
measures introduced in 2013, including the TDSR
framework have affected the overall property market’s
sentiments. To cope with these challenges, we will strive
to be even more innovative and cost effective in each
and every development project.
We have built-up a good land bank with balanced
progress billings of S$922.4 million , representing strong
earnings visibility to FY2017. At the same time, we
have three development plots with a total attributable
gross floor area of approximately 503,365 sq ft for
development. We remain firmly attuned to the dynamic
and changing property landscape in Singapore and
will be very selective in identifying suitable sites – good
locations with niche positioning - that will appeal mainly
to the mid to mass market segments. We will stay
nimble and focused on mid-sized projects for launch at
quick turnaround and at the most appropriate time.
The Hospitality and Property Investment divisions will
continue to deliver a stable flow of income. For the
tourism sector, analysts observed that Singapore, being
located in the midst of the burgeoning Asia Pacific region,
is increasingly popular as a transit hub for long-haul
travelers. For us, being in the eastern part of Singapore
offers a good niche, especially in view of the upcoming
Changi Airport fourth terminal. This should bode well for
our Hospitality division.
Bonus Issue, Proposed Dividend and Word of
Appreciation
To thank and reward our loyal shareholders for their
continuing support, we have allotted and issued our
second Bonus Issue in September 2013, on the basis
of one bonus share for every four existing ordinary
shares. This is a reflection of the growth and expansion
of the Group’s business and at the same time to reward
shareholders for their loyalty and continuing support of
the company.
We are pleased to propose a final dividend of 1.297
cents a share, bringing our full year dividend to 1.913
cents, which represents a 50% increase from 2012 and
a dividend yield of 3.4% based on share price as at 31
December 2013. The final dividend will be subject to
shareholders’ approval at the Group’s upcoming Annual
General Meeting for FY2013.
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Chairman’s Statement
I would also like to express my heartfelt gratitude to my
fellow directors who have given me their invaluable counsel
and guidance. A special word of thanks to Mr Edmund
Lee, our Independent Director, who stepped down on
31 December 2013. We wish him all the very best in his
new career. Replacing Mr Edmund Lee as Chairman of
Remuneration Committee is Mr Tay Kah Poh. In addition,
Mr Hew Koon Chan, our Lead Independent Director, is
now a Member of the Remuneration Committee, both
with effect from 1 January 2014. Our Board remains
fully committed to upholding the highest standards of
corporate governance.
To our management and staff, thank you for the hard
work and dedication in building Roxy-Pacific to what
it is today. Together, we can firmly charter our growth
together. At the same time, I would also like to thank
all our business partners for their unwavering support
through these years.
I look forward to your continued support as we take
Roxy-Pacific further in sustainable growth as we expand
our presence regionally.
Teo Hong Lim
Executive Chairman
and Chief Executive Officer
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Financial & Operations Review
TURNOVER REVIEW
The Group’s turnover for the full year ended December
31, 2013 (“FY2013”) surged 94% to S$369.0 million,
as compared to S$190.6 million for the full year ended
December 31, 2012 (“FY2012”). Approximately 87% of
the Group Revenue was contributed by the Property
Development segment, which registered higher sales in
FY2013 than in FY2012.
Property Development
Revenue from the Property Development segment in
FY2013 jumped 131% to S$321.0 million from S$138.7
million for FY2012. The increase was largely due to
the 100% recognition of revenue from WIS@Changi,
a commercial property that has obtained Temporary
Occupation Permits (“TOP”) in December 2013.
In addition, progressive recognition of revenue from
seven other development projects, namely Treescape,
The MKZ, Spottiswoode 18, Jupiter 18, Space@
Kovan, Jade Residences and Whitehaven, also lifted the
turnover in this segment.
Property Launches in FY2013
We are pleased that the take-up rates for Jade
Residences, Whitehaven, LIV on Sophia and LIV on
Wilkie, all of which were launched in 2013, have been
in line with expectations. Excluding LIV on Wilkie, these
developments achieved a take up rate of between 75%
and 100%. As for LIV on Wilkie, 43% of the units in the
development, which was launched in late 2013, are
already sold.
The projects launched in 2013 have an aggregate sale value
of S$405.1 million. Together with the projects launched in
prior years, Roxy-Pacific has strong attributable progress
billings of S$922.4 million, the profits of which will be
recognised from 1Q2014 to FY2017.
Regional Portfolio of Properties
In FY2013, Roxy-Pacific diversified its geographical
presence beyond Singapore and into Malaysia and Hong
Kong. Our portfolio of properties has an approximately
533,088 sq ft in gross floor area in total as at December
31, 2013, of which approximately 70% is for a planned
commercial and residential development in Malaysia;
20% is for a freehold residential development and a
freehold commercial and residential development in
Singapore; and 10% is for an investment property in
Causeway Bay, Hong Kong.
In line with Roxy’s focus of launching developments
shortly after acquisitions, the management is planning to
launch the two Singapore sites on the first half of 2014.
For our joint venture’s development in Kuala Lumpur, we
are targeting to launch early 2015.
Separately, on our investment property in Hong Kong,
we are pleased to report that 16 out of the 21 strata retail
floors in the building have been sold as of 3 March 2014.
The strong interest in the development can be attributed
to it being attractively located in the prime Causeway
Bay area in Hong Kong, opposite Times Square and
prominent retail shops.
Hotel Ownership
Due to the partial closure of hotel rooms in the Grand
Mercure Roxy Hotel for renovation since August 2012,
the hotel’s average’s average occupancy rate was 86.1%
in FY2013, marginally lower as compared to 89.9%
in FY2012. Along with an average room rate (“ARR”)
of S$191.5, the Group’s revenue per available room
(“RevPar”) decreased by 8% to S$164.9 in FY2013 from
S$179.7 in FY2012.
Correspondingly, the Hotel Ownership’s contribution
to the Group’s turnover in FY2013 was lower by 7%
at S$46.4 million, as compared to S$50.1 million in
FY2012, constituting approximately 13% of Group’s
turnover in FY2013.
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Financial & Operations Review
Location/Description
SUNNYVALE RESIDENCES
132 Lorong K Telok Kurau
Singapore
(formerly known as Sunnyvale Apartments)
TRILIVE
111 Tampines Road Singapore
(formerly known as Yi Mei Garden)
Lot 3370, Section 41, Jalan
Dewan
Sultan Sulaiman, Kuala Lumpur
No. 8 Russell Street, Causeway
Bay, Hong Kong
Approximate
Land Area
(sq ft)
23,160
79,857
64,131
-
167,148
Type
Residential
Development
Commercial
& Residential
Development
Commercial
& Residential
Development
Investment
Property
Approximate
Gross Floor Area
(sq ft)
32,423
167,700
698,717
99,076
997,916
Approximate
Attributable Gross
Floor Area (sq ft)
32,423
142,545
328,397
29,723
533,088
Group’s
stake
(%)
100%
85%
47%
30%
Property Investment
In FY2013, the lease terms for some units in Roxy
Square had expired, leading to a dip in contribution from
the Group’s Property Investment segment. Overall, this
segment, which contributed 0.4% to Group Revenue in
FY2013, registered a revenue of S$1.6 million.
GROSS PROFIT
In FY2013, gross profit rose 66% from S$75.9 million in
FY2012 to S$125.7 million in FY2013. Gross profit from
the Property Development segment contributed S$93.6
million or 74% of the total gross profit of the Group, with
the balance 26% or S$32.1 million stemming from the
Hotel Ownership and Property Investment segments.
The gross profit margin for the Property Development
segment in FY2013 remained the same as FY2012
at 29%. However, gross profit margin of the Hotel
Ownership segment decreased from 69% in FY2012 to
67% in FY2013, due to lower room revenue. The gross
profit margin for the Property Investment segment also
decreased by 4 percentage points in FY2013 mainly
due to the expiry of lease terms for some units in Roxy
Square, as well as an increase in maintenance fund
for the shop units starting from July 2013. Overall, the
Group achieved a healthy gross profit margin of 34% in
FY2013.
PBT AND NPAT
The Group’s other operating income in FY2013
decreased from S$17.3 million in FY2012 to S$9.3
million in FY2013, largely due to a higher fair value gain
of S$15.6 million in FY2012 as compared to S$7.3
million in FY2013.
However, share of results of associates jumped 150%
from S$4.0 million in FY2012 to S$10.0 million in
FY2013. This is due to profits recognition from joint-
venture projects namely Natura@Hillview, Eon Shenton,
Haig 162, Notinghill Suites and Millage in FY2013.
Overall, the Group achieved yet another record net profit
of S$92.2 million in FY2013, 58% higher as compared
to FY2012.
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Our Upcoming Project
1
1. Sunnyvale Residences
Artist’s Impression
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Projects launched in 2013
1. Jade Residences
2. LIV on Sophia
3. LIV on Wilkie
4. Whitehaven
4
2 3
1
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Artist’s ImpressionArtist’s Impression
Artist’s Impression
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From left to right; Michael Teo Hong Wee, Winston Tan Tien Hin, Chris Teo Hong Yeow, Teo Hong Lim, Edmund Lee Yu Chiang* Koh Seng Geok, Teo Hong Hee, Hew Koon Chan, Tay Kah Poh
*Mr Edmund Lee Yu Chiang had resigned on 31 December 2013.
Michael Teo Hong Wee Michael Teo Hong Wee has been our Executive Director
since 14 November 1991 and was last re-elected
as Director on 30 March 2012. He has played, and
continues to play, an important role in the architectural
conceptualisation, design and planning of all of our
development projects. In particular, he was heavily
involved in the development of the second phase of Roxy
Square and of our hotel, Grand Mercure Roxy Hotel, from
their respective pre-construction stage to completion.
Currently, he heads our Property Development arm and
oversees the progress of all our development projects.
Mr Teo graduated from the University of Southern
California with a Bachelor of Architecture degree and
had previously worked as a design architect trainee with
Quek Associates.
Winston Tan Tien Hin Winston Tan Tien Hin has been a Non-Executive
Director of our Company since 14 December 2006.
Mr Tan was re-designated from the position of Non-
Executive and Non Independent Director to Independent
Non-Executive Director on 12 January 2012 and was
last re-elected as Director on 30 March 2012. He is a
Member of Roxy-Pacific Holdings Limited’s Audit Risk
Management Committee, Nominating Committee
and Remuneration Committee. Mr Tan is a Non-
Executive Director of Plastoform Holdings Limited and
is an Independent Director of Pteris Global Limited
and serves on the Board of Singapore Technologies
Kinetics Limited and AETOS Security Management Pte
Ltd. He is also currently the Managing Director for both
Winmark Investments Pte. Ltd. and Corporate Brokers
International Pte. Ltd., which are involved in Angel and
Board Of Directors
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Private Equity investments with high growth needs.
Amongst others, his previous appointments include that
as an Independent Non-Executive Director of Singapore
Technologies Engineering Ltd., Director of Ascendas
Pte. Ltd., General Manager of Deutsche Bank AG
(Singapore Branch) and that as a Vice-President in
Citibank N.A. Mr Tan graduated from the University of
Singapore with a Bachelor of Science (Physics) degree.
Chris Teo Hong YeowChris Teo Hong Yeow joined our Group in 1993 and
his main task is in the planning and facilities design of
Grand Mercure Roxy Hotel. He has been an Executive
Director since 4 January 1999 and was appointed as
our Managing Director on 16 July 2001. He was last re-
elected as Director on 28 March 2013. Mr Teo is primarily
responsible for all aspects of our Hotel Ownership
business, including ongoing evaluation, investment
and improvement of the hotel. Mr Teo graduated
from Michigan State University with a Bachelor of
Arts (Hotel, Restaurant and Institutional Management)
degree. Mr Teo has more than 20 years of experience
in the hospitality industry. He previously held managerial
appointments in international hotels in Asia, such as the
Oriental Hotel in Singapore, the Amanpuri in Phuket,
Thailand and the Amandari in Bali, Indonesia.
Teo Hong LimTeo Hong Lim, our Executive Chairman and Chief
Executive Officer and a Director since 20 May 1993
sets our Group’s strategies and leads the overall
management. He was last re-elected as Director on
30 March 2012. Mr Teo graduated from the National
University of Singapore with an honours degree in
Accountancy. He worked for three years as assistant
treasurer in DBS Bank Ltd before joining our Company.
Koh Seng GeokKoh Seng Geok joined our Group in February 2000 as
the Financial Controller of Grand Mercure Roxy Hotel.
He has been an Executive Director since 1 September
2001 and was last re-elected as Director on 31 March
2011. He is also our Chief Financial Officer and our
Company Secretary. Mr Koh is primarily responsible
for the financial, banking and accounting aspects of
our Group. He also oversees our Group’s corporate
secretarial and legal matters. Mr Koh graduated from
the National University of Singapore with a Bachelor of
Accountancy degree and he is a non-practising member
of the Institute of Singapore Chartered Accountants. He
also holds a Masters in Business Administration from
the University of Leicester. Prior to joining our Group,
Mr Koh worked as an auditor in Deloitte and Touche
and Haw Par Brothers International Limited, and held
appointments as the finance manager of Goldtron
Electronics Pte Ltd and Equant Integration Services Pte
Ltd.
Board Of Directors
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Board Of Directors
Teo Hong HeeTeo Hong Hee joined our Group in 1988 and has been
an Executive Director since 30 August 1989. He was last
re-elected as Director on 28 March 2013. He currently
heads our Property Investment division. Apart from
overseeing the management of our investment properties,
his other areas of responsibility are in human resource
management and administration for the Group. Mr Teo
graduated from the University of Southern California with
a Bachelor of Science (Business Administration) degree.
Hew Koon ChanHew Koon Chan was appointed as our Company’s Lead
Independent Director on 17 December 2007 and was
last re-elected as Director on 28 March 2013. He is
Chairman of Roxy-Pacific Holdings Limited’s Audit Risk
Management Committee and a Member of Nominating
Committee and Remuneration Committee. Mr Hew is
an Independent Director of DeClout Limited, Far East
Group Limited and Nordic Group Limited. He is also
currently the Managing Director of Integer Capital Pte
Ltd, a company which is in the business of business
advisory and consultancy services. Mr Hew’s previous
appointments include that as an investment director in
Seavi Venture Services Pte Ltd which is a private equity
firm. He was also previously an Independent Director
of Action Asia Limited and a process engineer in Texas
Instruments Singapore (Pte) Ltd. Mr Hew graduated from
the National University of Singapore with a Bachelor of
Engineering (Mechanical) degree and he also holds a
Certified Diploma in Accounting and Finance conferred
by the Chartered Association of Certified Accountants.
Tay Kah PohTay Kah Poh was appointed as an Independent Director
of our Company on 17 December 2007 and was last re-
elected as Director on 31 March 2011. He is Chairman of
Roxy-Pacific Holdings Limited’s Nominating Committee
and Remuneration Committee and a Member of Audit
Risk Management Committee. He is currently Executive
Director of Reyfern Real Estate Consultancy Pte Ltd,
and an Adjunct Associate Professor at the NUS Dept of
Real Estate. He was previously Executive Vice President
at the Pacific Star Group, and also held positions as
Executive Director at Knight Frank Pte Ltd, Singapore.
Mr Tay holds a Master of Arts in Business Administration
from the University of Georgia (Athens), United States of
America and a Bachelor of Science (Honours) degree
in Estate Management from the National University of
Singapore.
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RL Developments Pte. Ltd.RH Central Pte. Ltd. 100%
RH Changi Pte. Ltd.100%
RH East Pte. Ltd.100%
RL Central Pte. Ltd.100%
RL Properties Pte. Ltd.100%
Roxy Capital Pte. Ltd.100%
RL West Pte. Ltd.100%
Roxy Homes Pte Ltd100%
Roxy Hotels Pte. Ltd. 100%
Roxy Land Pte. Ltd.100%
Roxy-Pacific Developments Pte Ltd100%
Roxy Residential Pte. Ltd.100%
RP Changi Pte. Ltd.100%
RP East Pte. Ltd.100%
RP North Pte. Ltd.100%
RP Properties Pte. Ltd.100%
RP Ventures Pte. Ltd.100%
RH Mount Sophia Pte. Ltd.90%
100%
70 Shenton Pte. Ltd. 20%
RH East Coast Pte. Ltd.
RH Rochor Pte. Ltd.
100%
90%
RH Tampines Pte. Ltd.85%
Mequity Two Pte. Ltd.
Mequity Pte. Ltd.
Mequity Assets Pte. Ltd.
Mequity (Hillview) Pte. Ltd.
RPV Assets Pte. Ltd.
RPV Properties Pte. Ltd.
Tuna Ltd. Panasia International Ltd.
Macly Equity Sdn. Bhd.
45%
100%
100%100%
49%
45%
100%
48%
47%
Daytona Investment Ltd.100%
Roxy-Pacific Holdings Limited 196700135Z
30%
100%
Rolex Investment Ltd
RH Surry Hills Pty Ltd
As at 28 February 2014
Group Structure
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Melvin Poon Tuck MengMelvin Poon Tuck Meng is the Finance and Administration
Director of Grand Mercure Roxy Hotel, and mainly
oversees our hotel’s finance and accounting department.
Mr Poon joined our hotel in 2002 as a financial controller
and was subsequently promoted to finance and
administration director. Mr Poon has more than 20
years of experience in hotel financial management and
administration. Prior to joining our Group, he was the
executive assistant manager of Yuda Palace Hotel in
Zhengzhou, China. Previously, he held appointments
as the financial or accounts controller of other hotels in
Singapore, namely Golden Landmark Hotel, Boulevard
Hotel and Orchard Parade Hotel. A holder of a Master
of International Business degree from the University of
Wollongong, Australia, Mr Poon has also obtained a
Master of Business in Accounting degree from Victoria
University of Technology, Melbourne, Australia.
Shermin Chan Poh ChooShermin Chan Poh Choo is the Senior Group Finance
Manager. She joined the Group in May 2007 as Assistant
Finance Manager. Her duties and responsibilities have
since been expanded to include management of the
Group’s financial and accounting function, as well as
corporate reporting, secretarial and banking matters.
Prior to joining our Group, Ms Chan was trained and
worked as an auditor in a small and medium sized Public
Accounting Firm in Singapore for 10 years from 1996
to 2006. In 2006, she joined Xpress Print Pte Ltd as an
accountant responsible for the accounting and finance
function. Ms Chan obtained her professional qualification
in accountancy from The Association of Chartered
Certified Accountants and is a non-practising member
of the Institute of Singapore Chartered Accountants.
From left to right; Melvin Poon Tuck Meng, Shermin Chan Poh Choo, Steve Foo Yong Kit, Angela Khoo Ying Hui, Dominique Armand Albero
Senior Executive Offcers
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Senior Executive Offcers
Foo Yong Kit SteveFoo Yong Kit Steve is the Director – Projects, of the
Group’s Property Development business. He is currently
responsible for the management of all of our development
projects, including overseeing the review of building
plans, tender evaluation as well as construction and
maintenance administration. He also heads the Contract,
Project Management and Property Management division
of the Property Development business. Mr Foo has more
than 30 years of experience in the field of construction
(including construction maintenance). Prior to joining
our Group, Mr. Foo was employed with Keppel Club as
manager (maintenance). Mr. Foo holds, among others,
a certificate in Architectural Draughtsmanship and a
Diploma in Building from the Singapore Polytechnic and
a certificate in Common Examination for Housing Agents
from the Singapore Institute of Surveyor and Valuer.
Angela Khoo Ying HuiAngela Khoo Ying Hui is the Sales and Marketing Manager
of the Group’s Property Development business. Her
responsibilities include implementing and managing the
sales and marketing of projects, focusing on successful
project launches and also overseeing the leasing of
the Group’s investment properties. Prior to joining our
Group, Ms Khoo was employed with Knight Frank Pte
Ltd as Residential Tenancy/Leasing Manager in-charged
of various MNCs portfolios. She was also previously
working in the United States of America Embassy. Ms
Khoo holds an honours degree in Business Management
from the University of Bradford (UK) and also has a
Diploma in Building and Real Estate Management from
the Ngee Ann Polytechnic.
Dominique Armand AlberoDominique Armand Albero joined us in April 2011 as
the General Manager of our hotel, Grand Mercure Roxy
Hotel, and is responsible for the overall operations of our
hotel. Mr Albero has more than 23 years of experience in
the international hotel industry, having worked for major
hotels operator in Europe and Asia: Intercontinental
Hotels in Paris, Accor Hotels in Bangkok, Bogor,
Jakarta, Paris, Yangon. He first located to Asia in 1996
for the launching of the Novotel Bogor, Indonesia, and
thereafter also held positions as General Manager in
Myanmar (Novotel) and Bangkok (Associated Sofitel).
Mr Albero then joined the prestigious Hotel Scribe in
Paris (Associated Sofitel) as Director of Operations. His
second location to Asia and last postings prior to joining
the Group were with Hotel Grand Mahakam Jakarta
(Associated Sofitel) and Novotel Jakarta Mangga Dua
Square as the position of General Manager. Mr Albero
graduated from the Toulouse Hotel & Catering School &
University, France.
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Our Group believes that to grow sustainably as a forward-looking corporate entity, we have to regularly reach out to
all stakeholders, from our employees to the community, and to be responsible stewards of our natural environment.
It is this productive, dynamic and on-going process that will enable us to secure holistic growth in the long run.
Stakeholder Engagement
The Group aim to align our business interests with that of our stakeholders. We have identified the following key
stakeholders.
Our InvestorsTo maintain profitability and maximise shareholder returns through strong fundamentals and prudent strategies.
Our Customers To deliver an affordable, quality and innovative products and services that meets our customers’ requirements.
Our Employees Care for our staff personal well-being and career development.
Our Business Partners To treat our business partners fairly and to build on each other’s competency.
Our Community
To act as a responsible corporate citizen by contributing to the communities in which we operate.
We believe that the measurement of our success lies beyond our financial performance. While we aim to maintain
profitability and maximise shareholder returns, we also recognise that to ensure business is sustainable; we have to
strike a balance between our business needs and the need of our society and the environment. We are committed
to creating value to our stakeholders and at the same time being beneficial to the community at large.
Risk Management
Risk assessment and management is an integral part of the strategic and operational decision-making process at all
levels of the Group. Since FY2012, the Group has in place an Enterprise Risk Management (ERM) Framework, which
governs the risk management process in the Group. Through this Framework, risk capabilities and competencies
are continuously enhanced. The Group has also in place a risk management process that requires business units
to perform an annual Control Self Assessment (CSA) to assess the effectiveness of their internal controls. For more
information regarding risk management in the Group, please refer to page 38 to 39 of this Annual Report.
Sustainability
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The Group continued to engage and maintain positive relationships with its shareholders and the investment
community. We are committed to delivering timely and transparent communication with our shareholders.
Timely and fair disclosures
The Group is committed to high standards of corporate transparency and disclosure, and provides timely and consistent
releases of quarterly financial results, results presentations, annual reports, regulatory and other announcements
pertaining to changes in the Group’s business which could have a material impact on the Company’s share price on
both the Singapore Exchange and our corporate websites.
Dedicated investor relations section
Our corporate website has a dedicated investor relations section where stakeholders can access relevant information
easily. Investors can also sign up for investor alerts on the website to receive updates on announcements.
Investor Relations
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Encourage participation
The Company’s AGMs are the principal forums for dialogue with shareholders. Our Group encourages full participation
of shareholders and open dialogue with our Board of Directors at the Annual General Meeting (“AGM”).
Throughout the year, our Group maintained communication with analysts, reporters and potential investors through
half yearly results briefing, one-on-one meetings, telephone call and email.
Our AGM this year will be held on 28 March 2014 at our Grand Mercure Roxy Hotel, Frankel Room, 3rd Floor. Our
directors and external auditors will be present to address shareholders’ queries on all business issues during the
meeting as well as after the meeting to allow informal interactions.
Share price performance
Investor Relations
*Source from http://ir.listedcompany.com/stock_factsheet.pl/c/sg/id/E8Z
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2013 investor relations calendar
1st Quarter
• Release of 4Q2012 and FY2012 financial results and result briefing to media and analyst
• Annual General Meeting
3rd Quarter
• Release of 2Q2013 & 1H2013 financial results and result briefing to media and analyst
• Payment of 2013 interim dividends
• Issue of bonus shares
2nd Quarter
• Release of 1Q2013 financial results
• Payment of 2012 final dividends
4th Quarter
• Release of 3Q2013 & 9M2013 financial results
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Roxy-Pacific, as a homegrown specialty property and hospitality group, is cognisant of our social responsibility towards society and the environment around us. We believe that achieving corporate milestones should be in tandem with positively impacting the lives of others. We pride ourselves on being a forerunner in our sustainable outreach to children from low-income families, the neglected elderly and the overall welfare of our employees. Through our Corporate Social Responsibility (CSR) efforts in FY2013, we are pleased to have impacted the lives of various children, elderly and our employees. Roxy-Pacific, in our CSR endeavours, also seeks to bring the wider community together in our common quest for a better tomorrow.
“Our greatest national resource is the minds of our children.” - Walt Disney Company
ROXY-PACIFIC CSR PROGRAMME
CHILDREN ELDERLY OTHERS
OUTREACH TO CHILDREN
“The best classroom in the world is at the feet of an elderly person.” -Andy Rooney (60 Minutes Correspondent, CBS)
OUTREACH TO THE ELDERLY
“People rise to the challenge when it is their challenge.”- Ralph Stayer & James Belasco (Authors of Flight of the Buffalo (1994))
OTHERS
Corporate Social Responsibility
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Children are our Hope for the Future
Our main flagship programme held for the sixth year
running, “Children are our Hope for the Future” is a multi-
pronged approach towards community engagement
with money raised from charitable activities going
towards the support of needy children. Together with
our hotel Grand Mercure Roxy Hotel and the Marine
Parade Citizens Consultative Committee (MPCCC), we
partake in a range of activities that enable us to further
develop our ties with our neighbourhood stakeholders
and to give back to our community.
In May 2013, our management and staff, together
with Associate Professor Fatimah Lateef, Member of
Parliament (MP) for Marine Parade GRC, conducted a car
wash at Grand Mercure Roxy Hotel. A total of 150 cars
were eventually washed, together with donation from our
business associates, a gross proceeds of S$150,000
were raised. In the same month, we conducted a Bazaar
Sale with volunteers from Tanjong Katong Secondary
School, raising proceeds of S$12,000. At the end of
May, Grand Mercure Roxy Hotel held its 6th Community
Engagement Programme, disbursing S$300 each to
100 needy students. This came in the form of cash and
store vouchers from Popular and NTUC.
Over the past year, we worked together with the Marine
Parade Family Service Centre, initiating a new fund
called the Roxy Children’s Fund with S$10,000 from
our “Children are our Hope for the Future” Fund. With
this new Fund, we have the ability to quickly dispense
funds to needy children from birth to 16 years of age and
homeless families. The fund will cover daily necessities
such as milk and medical vaccinations not fully
subsidised by the government; assistive and supportive
sundry items like baby bath tubs, basic sundries, blanket
and towels, transport vouchers for transport to school,
transport to medical appointments, crisis transport
assistance for ferrying children to hospitals and food
vouchers for homeless families with children.
Another activity we jointly undertook with the Marine
Parade Family Service Centre was the complimentary
hotel stay on 17 May 2013 at the Grand Mercure Roxy
Hotel for three low-income families. We also organised
a visit for them to the recently opened Marine Life Park
and hosted a lunch at Ibis Bencoolen hotel.
In August 2013, our flagship programme continued
with the Breaking of Fast during the Muslim month of
Ramadan with 90 children from the Jamiyah Children’s
Home. We also distributed S$25 Popular vouchers to
each child, disbursing a total of S$2,250.
Leveraging on our strengths in hospitality management,
we launched a new venture with Grace Orchard School,
offering to train their teachers in hotel operations
and providing on-site vocational training lessons to
interested students with the aim of offering employment
to them. Grace Orchard School is a school that caters
to children with Mild Intellectual Disability (MID) and Mild
Autism Spectrum Disorders (ASD). It provides general
foundational courses as well as vocational programmes
for children from the ages of 7 to 18, and was established
with the support of True Grace Presbyterian Church and
Providence Presbyterian Church.
From 2014, we will commence work attachments as
well as conduct classes for these students at all the
four Accor hotels in Singapore. Meanwhile, we have
refurbished and upgraded the school’s Housekeeping
Training Room to the standard of our Grand Mercure
Roxy Hotel guest room. This is a long-term partnership
we are excited to provide a positive impact to.
Corporate Social Responsibility
1. Charity Car Wash at Grand Mercure Roxy Hotel, May 2013.
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COLOURFUL CHRISTMAS
For the last two years, we helped organise a Christmas
dinner and party together with MPFSC (Marine Parade
Family Service Center). This year’s event was held on
17 December 2013. 75 families were invited, amounting
to a total of 280 persons. The evening was fun-filled
with much laughter and games and each family was
also given a hamper of $80. The Guest of Honour was
Emeritus Senior Minister Goh Chok Tong & Mrs Goh
Chok Tong.
The ACODO project
Another milestone we achieved in 2013 was our work
with the ACODO (Assisting Cambodian Orphans and the
Disabled Organization) Children Home, a Cambodian
Orphanage. This was a project spearheaded by
students from Swiss Cottage Secondary School. After
initially meeting these orphans in a service learning trip
in October 2011, the students decided to organise a
service learning journey for them to Singapore. Deeply
impressed by the children’s intelligence, diligence, cheer
and hope despite their harsh living conditions, they
wanted to raise the funds for this trip from their school
and external organisations. The students successfully
brought in the Lee Foundation as well as High Achievers
Lifeworks, a youth training organisation committed to
make generational change through youth development
as advisors to the project.
As for Roxy-Pacific, we were moved by the efforts of
these students and decided to join them in organising
this trip. The 20 Cambodian children had never left their
country and were excited to visit Singapore. They were
accompanied by six caretakers. We hosted them at the
Grand Mercure for a nine-day stay from 1 to 9 July 2013
and arranged various visits and activities including visits
to the Jamiyah Children’s Home, the Marine Parade
Family Service Centre, a City Tour, River Cruise, Gardens
by the Bay and the Southeast Asia Maritime Museum.
High Achievers Lifeworks and Swiss Cottage Secondary
School also organised an enrichment programme for
them at Sarimbun encompassing such activities as
rock-climbing and a dinner at the Grand Mercure Roxy
Hotel. The overall experience was very enriching for the
Cambodian children as well as for us.
1. The cheque presentation by Mr Teo Hong Lim, Chairman & CEO of Roxy-Pacific Holdings to Mr Samuel Ng, CEO, Marine Parade Family Service Center witnessed by ESM Goh Chok Tong for the start up of Roxy Children’s Fund.
2. Guests from the ACODO Children’s Home, Cambodia. July 2013.
3. Roxy-Pacific Holdings-LCCS Charity Golf Tournament 2013.
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Corporate Social Responsibility
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Corporate Social Responsibility
As part of our overall involvement, we also donated
S$30,000 towards assisting the orphanage in their
refurbishment and farming operations in Cambodia.
Already, the drainage system has been improved through
the laying of new pipes. In months to come, rice will be
planted and more fishes will be released into their ponds.
We anticipate that their farm can be run self-sustainably
by First Quarter 2014.
OUTREACH TO THE ELDERLY
On 6 February 2013, we organised a Lunar New Year
Reunion Dinner for 120 families, comprising 200 people.
With the support of 40 students from Nanyang Girls
Boarding School and Touch Community Services, the
event was held at Grand Mercure Roxy Hotel. MP for
Marine Parade GRC Dr Fatimah Lateef graced the
occasion as the Guest of Honour. Guests were treated
to a joyous evening of sumptuous food complete
with Classical Chinese music entertainment. To cap a
memorable evening, “Ang Pows” were distributed at the
end.
OTHERS
Canossaville Children’s Home
On 16 July 2013, we supported a charity dinner for
Canossaville Children’s Home, a Roman Catholic
children’s home for girls between the ages of 6 to 12
years who come from family situations which may put
them at risk. Within Canossaville is a Student Care
Centre, a non-residential centre for up to 70 boys and
girls. It is an integrated Student Care Centre and is able
to cater to students with special needs such as hearing
impairment and dyslexia. Working together with joint-
organisers Marine Parade CCC, the charity dinner was
a success as we assisted to raise more than S$800,000
and conducted an auction raising funds amounting to
about S$76,000. The money raised will go towards a
long overdue upgrading of the home.
Planet 21
On 21 April 2013, as part of the Accor Planet 21 Day
sustainable development worldwide programme, we
planted 150 trees in Jurong Lake Park. The Accor Planet
1. Guests arriving for the Lunar New Year Reunion Dinner, February 2013.
2. Planet 21 Day at Jurong Lake Park promoting health.
3. Roxy-Pacific Holdings-LCCS Charity Golf Tournament 2013.
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21 programme is a global initiative by the Accor Group,
one of the largest, leading hotel groups in the world, to
cultivate sustainable practices in their operations and
socially responsible outreach to stakeholders. During
the month of April, all Accor hotels globally get involved
in CSR events. We at Roxy-Pacific share the same CSR
outlook and are proud to partner Accor in these key
activities.
On the 26th of April, Accor organised a visit to Semakau
Island, a haven for nature located about 8km to the south
of Singapore. This was a good opportunity for Accor
staff to engage on the issue of environmental awareness,
especially of our own unique natural habitats. Staff also
participated in games that centered on the environmental
theme of Planet 21.
Accor Solidarity Day 2013
As part of the Accor Hotels’ CSR activities, the
Singapore Accor Hotels have instituted a Community
Engagement Programme of which Accor Solidarity
Day is a key component. During this day, the Accor
Hotels partake in charity activities to support Central
Singapore’s Community Development Council’s (CDC’s)
Bright Homes Programme.
Into its 6th year, the annual Accor Solidarity Day was
held on 6 December 2013 with a charity lunch at the
Novotel Clarke Quay Singapore. 280 seniors from
Central Singapore CDC who will be benefitting from the
funds raised were invited to the lunch where the Guest
of Honour was Mr Seah Kian Peng, Deputy Speaker
and MP for Marine Parade. There was much merriment
and good food and Ang Pows were also distributed
to the guests. It was a successful lunch with a total of
S$11,600 raised.
Eco-friendly Hospitality
In addition to the outreach under Planet 21’s aims, the
Grand Mercure Roxy Hotel has also been practicing green
operations such as reducing its water usage. In its “Plant
for the Planet” project, the hotel encourages guests to
re-use their towels, with half of the savings on laundry
Corporate Social Responsibility
bills allocated for tree planting projects. It calculates that
for every five towels re-used, a tree can be planted. The
hotel is also in the process of reducing its energy use.
It has, to date, replaced all its energy-sapping halogen
bulbs in its 576 rooms with energy-saving LED ones. By
mid-2014, it will change its temperature regulator which
heats water for the whole premise to a more energy-
friendly version. This comes on the back of a change
in its chiller unit about two-and-a-half years ago, which
helped realise savings of about S$20,000.
Roxy-Pacific Holdings-LCCS Charity Golf Tournament
2013
Our Group has been collaborating with the Lutheran
Community Care Services (LCCS) and other corporate
sponsors to support a charity golf tournament for the
past few years. In 2013, we were the Title Sponsor. Held
at the picturesque Tanah Merah Country Club in Changi
on 27 September 2013, the Roxy-Pacific Holdings-
LCCS Charity Golf Tournament 2013 brought together
over 112 participants in a day of skillful and fun-filled
golfing, raising S$300,000.
LCCS was established in 2002 to serve families, children
and youth-at-risk through developmental, preventive and
intervention work. Their services include counselling work,
family intervention, life skills workshops and enrichment
programmes. As an Institution of a Public Character
(IPC), it serves the community-at-large regardless of
race, language or religion. At LCCS, new experiences
are created through restorative conversations with its
beneficiaries and their families, transforming relationships
and lives. Restorative Engagement helps its beneficiaries
to consider the impact of their words, actions and
behaviour on the wider community.
Blood Donation Drive
This year’s Blood Donation Drive saw 33 participants
from across the whole Group generously donate blood.
The event was held at the Grand Mercure Roxy Hotel.
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Human Resource
ENGAGING OUR STAFF
At Roxy-Pacific, we recognise that it is the talent, skills
and energy of our employees that enable us to grow as
a Group. We seek to acknowledge the efforts of our staff
through various incentives and events. We have also
established a supporting framework of regular appraisal
and training and development programs to further
develop our staff and enable them to progress in their
career. With this structure, we aim to make our Group an
attractive organisation to work in.
TRAINING & CAREER ADVANCEMENT
We encourage our staff to go training to develop and
to enhance their potential. From external sales and
marketing courses (for sales and marketing staff) to
management workshops (for managers) to certified-IT
programs (for our IT executives), we have various career
development training courses that we regularly tap on.
Ultimately, these professional development options
enable our staff to evolve into more skillful and efficient
workers, reduce administrative costs and increase
productivity and value-add to the company. This also
complements our yearly review and appraisal exercise
which allow the management to discuss staff’s progress
at work and their career development goals and align
them with the appropriate skills and opportunities that
our Company can offer.
WORK-LIFE BALANCE PHILOSOPHY
Promoting work-life balance is one of our core aims as
a socially responsible employer. We acknowledge in
today’s fast-changing, digital and globalised world where
time zones and work habits differ, and expectations for
efficiency are even higher, our employees have to deal
with the challenge of meeting increased and different
expectations on their time and work. We manage this by
providing a work environment that emphasize work-life
balance. Providing work-life friendly workplaces will result
in a win-win situation for employers and employees.
Employees are able to balance their personal time and
commitments with work while employers benefit from
having a more engaged and pro-active workforce. This
also helps in attracting and retaining talent, especially in
the current tight labour market.
As part of work-life balance, we also promote healthy
living. Health talks are regularly conducted for staff
at Grand Mercure Roxy Hotel. In addition, hotel staff
are able to undergo an annual health check-up. An
active, sporty lifestyle is also encouraged. Towards that
end, there is an annual Inter-Hotel Athletic Meet and a
Duathlon for hotel staff.
At the Head Office, (separately from the hotel staff), we
organise annual company incentive trip for the staff.
In September 2013, we visited Bangkok for a 5D4N
trip during which the staff enjoyed some workshops,
shopping, and sumptuous meals.
Besides the annual trip, we also hold regular Company
lunches. Our “Family Day” event in 2013 was held in
Universal Studios Singapore. Various departments take
the lead to organise bonding activities for the staff over
the year.
STAFF COMMUNICATIONS
We encourage a flat, non-hierarchical work environment
where communications among the staff are more direct
and issues and projects managed more promptly and
satisfactorily. A monthly “News-Letter” is circulated
via soft copies to inform and update every one of the
happenings in the month. The Head-Of-Department
also conduct regular meetings to “communicate” job
related matters with the staff.
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BOARD OF DIRECTORS:
Teo Hong Lim(Executive Chairman and Chief Executive Officer)Chris Teo Hong Yeow(Executive Director and Managing Director)Teo Hong Hee(Executive Director)Michael Teo Hong Wee(Executive Director)Koh Seng Geok(Executive Director and Chief Financial Officer)Hew Koon Chan(Lead Independent Director)Winston Tan Tien Hin(Independent Director)Tay Kah Poh(Independent Director)
COMPANY SECRETARY:Koh Seng GeokCPA
REGISTERED OFFICE:50 East Coast Road #03-11Roxy Square Shopping CentreSingapore 428769Tel: (65) 6440 9878Fax: (65) 6440 9123
COMPANY REGISTRATION NUMBER:196700135Z
INVESTOR RELATIONSDolores Phua/Pearl LamCitigate Dewe Rogerson, i.MAGE55 Market Street #02-01/02Singapore 048941T: +65 6534-5122F: +65 6534-4171
SHARE REGISTRAR ANDSHARE TRANSFER OFFICE:KCK CorpServe Pte. Ltd.333 North Bridge Road #08-00KH KEA BuildingSingapore 188721
AUDIT RISK MANAGEMENT COMMITTEE:Hew Koon Chan (Chairman)Tay Kah PohWinston Tan Tien Hin
NOMINATING COMMITTEE:Tay Kah Poh (Chairman)Hew Koon ChanWinston Tan Tien Hin
REMUNERATION COMMITTEE:Tay Kah Poh (Chairman)Winston Tan Tien HinHew Koon Chan
AUDITORS:Foo Kon Tan Grant Thornton LLPCertified Public Accountants47 Hill Street #05-01Singapore Chinese Chamber of Commerce &Industry BuildingSingapore 179365Audit Partner-in-chargeToh Kim Teck, CPA(appointed from the financial year ended 31 December 2011 and was re-appointed on 28 March 2013)
PRINCIPAL BANKERS:DBS Bank LimitedHong Leong Finance LimitedMalayan Banking BerhadOverseas-Chinese Banking Corporation LimitedStandard Chartered BankUnited Overseas Bank Limited
Corporate Information
Statement Of Corporate Governance
Directors’ Report
Statement By Directors
Independent Auditor’s Report
Statements Of Financial Position
Consolidated Statement Of Comprehensive Income
Consolidated Statement Of Changes In Equity
Consolidated Statement Of Cash Flows
Notes To The Financial Statements
Shareholdings Statistics
Notice Of Annual General Meeting
Proxy Form
30
43
46
47
48
49
50
51
52
88
90
Contents
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
30
Roxy-Pacifi c Holdings Limited (the “Company”) and its subsidiaries (the “Group”) are committed to ensuring and maintaining
a high standard of corporate governance in complying with the Code of Corporate Governance. This report sets out the
Group’s corporate governance practices for the fi nancial year ended 31 December 2013 (“FY2013”) with reference to the
Code of Corporate Governance 2012 (“Code”).
BOARD MATTERS
Board’s Conduct of its Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board
is collectively responsible for the long-term success of the company. The Board works with Management to achieve this
objective and the Management remains accountable to the Board.
The Board of Directors of the Company (the “Board”) provides leadership to the Group by setting the corporate policies and
strategic aims. The Board oversees the Group’s affairs and is accountable to shareholders for the management of the Group
business and its performance. The Board has in place a Board Charter which sets out the responsibilities for it to oversee the
business affairs of the Group and the matters that are specifi cally reserved to the Board for approval.
The principal responsibilities of the Board include the following:
(a) To provide entrepreneurial leadership, set strategic aims, and ensure that the necessary fi nancial and human resources
are in place for the company to meet its objectives;
(b) To establish a framework of prudent and effective controls which enables risks to be assessed and managed, including
safeguarding of shareholders’ interests and the company’s assets;
(c) To review management performance;
(d) To identify the key stakeholder groups and recognise that their perceptions affect the Company’s reputation;
(e) To set the company’s values and standards, and ensure that obligations to shareholders and other stakeholders are
understood and met; and
(f) To consider sustainability issues as part of its strategy formulation.
Matters which are specifi cally reserved to the Board for approval are:
a) matters involving a confl ict of interest for a substantial shareholder or a director;
b) strategic policies of the Group;
c) annual budgets;
d) material acquisitions and disposal of assets;
e) corporate or fi nancial restructuring; and
f) share issuances, interim dividends and other returns to shareholders.
Sustainability issues
The Board recognises that to ensure business is sustainable, the Group has to strike a balance between its business needs
and the need of the society and the environment in which the Group operates. The Board believes that to grow sustainably
as a forward-looking corporate entity, the Group has to regularly reach out to all stakeholders, from our employees to the
community, and to be responsible stewards of our natural environment. The Group’s various initiatives on sustainability issues
in FY2013 are set out in the Sustainability Report on page 18 to 27.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
31
Independent judgment
All directors exercise due diligence and independent judgment, and make decisions objectively in the best interests of the
Group.
The present Board comprises eight members. Of the eight Board members, fi ve are executive and three are independent
directors.
Name of director
Board appointments Board committees
Executive
director
Non-
executive
director
Independent
director
Audit Risk
Management
Committee
Nominating
Committee
Remuneration
Committee
Teo Hong Lim * – – –
Chris Teo Hong Yeow * – – –
Koh Seng Geok * – – –
Michael Teo Hong Wee * – – –
Teo Hong Hee * – – –
Hew Koon Chan * Chairman Member Member
Tay Kah Poh * Member Chairman Chairman#
Winston Tan Tien Hin * Member Member Member
# Mr Tay Kah Poh replaced Mr Edmund Lee Yu Chiang as Chairman of the Remuneration Committee with effect from 1 January 2014.
Delegation by the Board
In carrying out and discharging its duties and responsibilities effi ciently and effectively, the Board is assisted by various Board
Committees namely, the Audit Risk Management Committee (ARMC), the Nominating Committee (NC) and the Remuneration
Committee (RC).
These Committees function within clearly defi ned terms of references and operating procedures, which are reviewed on a
regular basis. The Board also constantly reviews the effectiveness of each Committee. The segments of this report under
Principles 4 to 5, 7 to 9, 11 to 13 detailed the activities of the Nominating Committee, Remuneration Committee and Audit
Risk Management Committee respectively.
Directors’ attendance at Board and Board committee meetings in FY2013
The table below sets out the number of Board and Board Committee meetings which were convened during FY2013:
Board
Audit Risk
Management Remuneration Nominating
Number of meetings held 4 4 1 2
Name of directors Number of meetings attended
Teo Hong Lim 4 – – –
Chris Teo Hong Yeow 4 – – –
Teo Hong Hee 4 – – –
Michael Teo Hong Wee 4 – – –
Koh Seng Geok 4 – – –
Hew Koon Chan 4 4 – 2
Tay Kah Poh 4 4 1 2
Winston Tan Tien Hin 4 4 1 2
Edmund Lee Yu Chiang* 3 – 1 –
* Mr Edmund Lee Yu Chiang had resigned on 31 December 2013.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
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While the Board considers Directors’ attendance at Board meetings to be important, it is not the only criterion to measure their
contributions. The Board also takes into account the contributions by board members in other forms including periodic review,
provision of guidance and advice on various matters relating to the Group.
Orientation, briefi ngs, updates and trainings provided for directors in FY2013
The Company has in place an orientation process. A new incoming independent director is issued a formal letter of
appointment setting out his duties and obligations, and, where appropriate, incorporating processes to deal with possible
confl icts of interest that may arise.
Incoming directors joining the Board will be briefed by the NC on their directors’ duties and obligations and be introduced
to the Group’s business and governance practice and arrangements, in particular the Company’s policies relating to the
disclosure of interests in securities, disclosure of confl icts of interest in transactions involving the Company, prohibition on
dealings in the Company’s securities and restrictions on the disclosure of price-sensitive information.
The incoming director will meet up with the senior management and the Company Secretary to familiarise himself or herself
with their roles, organisation structure and business practices. This will enable him or her to get acquainted with senior
management and the Company Secretary thereby facilitating board interaction and independent access to senior management
and the Company Secretary.
The directors are continually and regularly updated on the Group’s business and governance practices. On a quarterly basis,
or more frequently as required, the Board is briefed on recent changes to the accounting standards and regulatory updates.
The Company Secretary circulates to the Board articles, reports and press releases to keep the directors updated on current
industry trends and issues. Our directors are also encouraged to be members of the Singapore Institute of Directors (SID) and
for them to receive journal updates and training from SID. Briefi ngs and updates provided for directors in FY2013 include the
following:
At every ARMC meeting, the external auditors briefed the ARMC members on developments in accounting and
governance standards.
The Board was briefed on the revisions to the 2005 Code of Corporate Governance and the implementation of the
2012 Code of Corporate Governance by the Company Secretary. The CEO updates the Board at each meeting on
business and strategic developments.
The management highlights the salient issues as well as the risk management considerations for the real estate
industry.
The directors may also attend other appropriate courses, conferences and seminars, at the Company’s expense. These
include programmes run by the Singapore Institute of Directors.
The directors can request for further explanations, briefi ngs or information on any aspect of Group’s operations or
business issues from management.
Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgment on
corporate affairs independently, in particular, from Management and substantial shareholders. No individual or small group of
individuals should be allowed to dominate the Board’s decision making.
As at the date of this Report, the Board of Directors comprises eight members; of whom three are independent:
Teo Hong Lim Executive Chairman and CEO
Chris Teo Hong Yeow Executive Director and Managing Director
Teo Hong Hee Executive Director
Michael Teo Hong Wee Executive Director
Koh Seng Geok Executive Director, CFO and Company Secretary
Hew Koon Chan Lead Independent Director
Tay Kah Poh Independent Director
Winston Tan Tien Hin Independent Director
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
33
Director’s independence
The current Board members comprise persons whose diverse skills, experience and attributes provide for effective direction
for the Group. The composition of the Board is reviewed on an annual basis by the Nominating Committee to ensure that
the Board has the appropriate mix of expertise and experience, and collectively possess the necessary core competencies for
effective functioning and informed decision-making.
The criterion for independence is based on the defi nition given in the Code. The Code has defi ned an “independent” director
as one who has no relationship with the Company, its related corporations, its 10% shareholders or its offi cers that could
interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view
to the best interests of the Company. The independence of each Director is reviewed annually by the Nominating Committee,
based on the defi nition of independence as stated in the Code.
For the purpose of determining directors’ independence, every independent director has provided a declaration of their
independence which is reviewed by the NC and the Board. Except for the executive directors, all the other directors on the
Board are considered by the NC and the Board to be independent directors. None of the directors have served on the Board
for a period exceeding nine years from the date of their appointments.
Chairman and Chief Executive Offi cer
Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives
responsible for managing the company’s business. No one individual should represent a considerable concentration of power.
Mr Hew Koon Chan is the Company’s Lead Independent Director. The Executive Chairman, Mr Teo Hong Lim, who is also
the Group’s CEO, leads the Board and is also responsible for the executive responsibilities for the Group’s performance. He
ensures that the responsibilities as set out in the Code are properly discharged. In assuming his roles and responsibilities, Mr
Teo consults with the Board and Board Committees on major issues. The Board believes that there are adequate safeguards
in place against having a concentration of power and authority in a single individual.
Under Guideline 2.2 of the Code, the independent Directors should make up half the Board where the Chairman and the CEO
is the same person. In the statement by the Monetary Authority of Singapore (“MAS”) on 2 May 2012, it provides for a longer
transition period for Board composition changes to comply with the requirement for independent directors to make up at least
half of the board. Pursuant to MAS’ statement, these changes should be made at the Annual General Meetings following the
end of fi nancial years.
BOARD MEMBERSHIP
Principle 4: There should be a formal and transparent process for the appointment and reappointment of directors to the
Board.
The Nominating Committee (“NC”) comprises of three Directors, all of whom, including the Chairman are independent.
Tay Kah Poh Chairman Independent Director
Hew Koon Chan Member Lead Independent Director
Winston Tan Tien Hin Member Independent Director
The NC has written terms of reference, under which the key functions of the NC are as follows:
(a) review of board succession plans for directors, in particular, the Chairman and for the CEO;
(b) develop a process for evaluation of the performance of the Board, its committees and directors, and undertake
assessment of the effectiveness of the Board, Board Committees and individual directors, including setting a limit on
multiple board representations of directors where applicable;
(c) review the training and professional development programs for the Board;
(d) recommend to the Board the appointment and re-election of directors; and
(e) assess the independence of the independent directors.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
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The Company has in place the policy and procedures for the appointment of new directors to the Board, including a
description on the search and nomination process. The NC will determine the criteria for identifying candidates and reviewing
nominations for the appointment of directors to the Board, ensuring that the process of Board appointments and re-
nominations are transparent.
The Company’s Articles of Association require at least one-third of the directors, including the Chief Executive Offi cer or a
person holding an equivalent position to retire from offi ce by rotation at each annual general meeting (“AGM”). Accordingly,
the directors will submit themselves for re-nomination and re-election at regular intervals of at least once every three years.
Pursuant to the Articles, Mr Koh Seng Geok and Mr Tay Kah Poh will retire and are eligible for re-election at the forthcoming
annual general meeting. Taking into account their attendance and participation at Board meetings, the NC is satisfi ed that
Mr Koh Seng Geok and Mr Tay Kah Poh have committed their time to effectively discharge their responsibilities. The NC has
recommended their re-election.
Key information on the directors is set out on page 12 to 14 of this Annual Report.
Directors’ multiple board representations
The NC annually reviews the composition of the Board to ensure that the Board has an appropriate balance of expertise, skills,
attributes and abilities. The NC has set guidelines on the maximum number of Board appointments in listed companies that a
Board member can hold to ensure that the directors are able to commit their time to effectively discharge their responsibilities.
Based on the guidelines set by the NC, each Board member cannot have more than six listed Board representations including
the Company. All the directors currently do not sit on the boards of more than six listed companies.
Succession planning
The NC will review board succession plans for directors, and will seek to refresh the Board membership in an orderly
manner where it deems applicable. The NC will also ensure that the Company has succession planning for its CEO and
key executives and offi cers, including appointing, training and mentoring successors. The NC has reviewed contingency
arrangements for any unexpected incapacity of the CEO or any of the top management personnel and are satisfi ed with
procedures in place to ensure a transition to a full operational management team.
BOARD PERFORMANCE
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its committees and
the contribution by each director to the effectiveness of the Board.
The NC will conduct a formal assessment of the effectiveness of the Board as a whole and its committees and the
contribution by each director to the effectiveness of the Board on an annual basis.
The NC has with the Board’s approval, implemented a process for annually assessing the effectiveness of the Board and its
committees and the contribution by each individual director to the effectiveness of the Board.
This process includes having the directors complete a performance evaluation form seeking their evaluation on various aspects
of Board performance, such as Board’s level of governance, effective delegation to the Board committees, leadership and
accountability. The Company Secretary compiles the directors’ evaluation into a consolidated report. The report is discussed
at the NC meeting and also shared with the entire Board.
The NC has reviewed the evaluations of the Board and is satisfi ed that the Board has been effective in the conduct of its
duties and the directors have each contributed to the effectiveness of the Board.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
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ACCESS TO INFORMATION
Principle 6: In order to fulfi ll their responsibilities, Board members should be provided with complete, adequate and timely
information prior to board meetings and on an on-going basis.
All Directors are from time to time furnished with information concerning the Company to enable them to be fully cognisant
of the decisions and actions of the Company’s executive management. The management also provides the Board with
regular management reports, which includes budgets, forecasts and quarterly management accounts. In respect of budgets,
any material variances between the projections and actual results are disclosed and explained to the Board. Management
provides Directors with information whenever necessary and board papers are sent to Directors before each Board and Board
Committee meeting.
The Board has unrestricted access to the Company’s records and information. The Board has separate and independent
access to the Company Secretary and senior management of the Company and of the Group at all times in carrying out their
duties. The Company Secretary attends all Board meetings and meetings of the Committees of the Company and ensure that
Board procedures are followed and that applicable rules and regulations are complied with.
The Board takes independent professional advice as and when necessary, at the Company’s expense, concerning any aspect
of the Group’s operations or undertakings in order to discharge its responsibilities effectively.
REMUNERATION MATTERS
Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and
for fi xing the remuneration packages of individual directors. No director should be involved in deciding his or her own
remuneration.
The Remuneration Committee (“RC”) comprises the following three members, all of whom including the Chairman, are
independent.
Tay Kah Poh# Chairman Independent Director
Hew Koon Chan Member Lead Independent Director
Winston Tan Tien Hin Member Independent Director
# Mr Tay Kah Poh was appointed the Chairman of the RC on 1 January 2014.
The RC carries out their duties in accordance with the terms of reference which include the following:
(a) To review and commend to the Board a framework for remuneration for the directors and key executives of the
Company;
(b) To review and recommend directors’ fees for non-executive directors for approval at the AGM;
(c) To determine specifi c remuneration packages for each Executive Director as well as key management personnel;
(d) To review the Group’s obligations arising in the event of termination of the executive directors’ and key management
personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable termination
clauses which are not overly generous; and
(e) To review the remuneration of employees who are immediate family members of a director or the CEO to ensure
that the remuneration of each of such employee commensurate with his or her duties and responsibilities, and no
preferential treatment is given to him or her.
The RC is provided access to expert professional advice on remuneration matters as and when necessary. The expense of
such services shall be borne by the Company.
LEVEL AND MIX OF REMUNERATION
Principle 8: The level and structure of remuneration should be aligned with the long-term interest and risk policies of the
company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the
company, and (b) key management personnel to successfully manage the company. However, companies should avoid paying
more than is necessary for this purpose.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
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The annual reviews of the compensation are carried out by the RC to ensure that the remuneration of the executive directors
and key management personnel is commensurate with their performance and that of the Company, giving due regard to the
fi nancial and commercial health and business needs of the Group. The Company recognises the need to pay competitive fees
to attract, motivate and retain directors without being excessive and thereby maximise shareholder value.
Remuneration of executive directors and key management personnel
A signifi cant and appropriate proportion of executive directors’ and key management personnel’s remuneration is structured
so as to link rewards to corporate and individual performance. Such performance-related remuneration is aligned with the
interests of shareholders and promotes the long-term success of the Company.
Long-term incentive scheme
The Company has no employee share option scheme or any long-term incentive in place.
Remuneration of independent directors
Executive directors are not paid directors’ fee. Independent directors have no service contract and are compensated based on
a fi xed annual fee taking into considerations their respective contributions and attendance at meetings. Additional variable fees
are paid for appointment to board committees according to the level of responsibilities undertaken as chairman or member of
the board committees.
The RC has reviewed the fee structure for independent directors as being refl ective of their responsibilities and work
commitments and recommends the directors fee for FY2013 in accordance with the fee structure for shareholders’ approval at
the Company’s annual general meeting.
DISCLOSURE ON REMUNERATION.
Principle 9: Every company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the
procedure for setting remuneration in the company’s annual report. It should provide disclosure in relation to its remuneration
policies to enable investors to understand the link between remuneration paid to directors and key management personnel,
and performance.
Remuneration of directors and the CEO
The remuneration paid to or accrued to each individual director and the CEO for FY2013 is as follows:
Fee
S$’000
Salary
S$’000
Bonus
S$’000
Other
benefi ts*
S$’000
Total
S$’000
Executive directors
Teo Hong Lim (also as CEO)
Chris Teo Hong Yeow
Koh Seng Geok (also as CFO)
Michael Teo Hong Wee
Teo Hong Hee
–
–
–
–
–
400
300
300
300
250
2,093
1,748
1,751
1,700
1,268
25
23
20
20
24
2,518
2,071
2,071
2,020
1,542
Independent directors
Hew Koon Chan
Tay Kah Poh
Winston Tan Tien Hin
Edmund Lee Yu Chiang#
43
41
38
34
–
–
–
–
–
–
–
–
–
–
–
–
43
41
38
34
* Other benefi ts refer to benefi ts-in-kind such as food and beverage benefi ts, automobile benefi ts, CPF contribution etc. made available to
directors, as appropriate.
# Resigned on 31 December 2013
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
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The remuneration paid to or accrued to the top fi ve key management personnel (who are not directors or the CEO) for FY2013
is as follows:
Salary
%
Bonus
%
Other
benefi ts*
%
Total
%
Below S$250,000
Dominique Armand Albero
(General Manager, Hotel)
Melvin Poon Tuck Meng
(Finance and Administration Director, Hotel)
Steve Foo Yong Kit
(Director-Projects)
Shermin Chan Poh Choo
(Senior Group Finance Manager)
Angela Khoo Ying Hui
(Sales and Marketing Manager)
57
71
52
55
58
17
21
40
36
31
26
8
8
9
11
100
100
100
100
100
* Other benefi ts refer to home passage and CPF contribution.
The aggregate total remuneration paid to the top fi ve key management personnel is S$929,544.
Remuneration of employees who are immediate family members of a director or the CEO
For FY2013, saved as disclosed in the following table which shows the remuneration of employees who are related to our
directors, the Company and its subsidiary companies do not have any other employee who is an immediate family member of
a director or the CEO and whose remuneration exceeds S$50,000.
Relationship
to director
or the CEO
$50,000 to S$99,999
Cheong Kwai Fun
Phua Lay Leng
Cousin
Cousin
Employee Share Option Scheme
The Company does not have any share option or other share incentive schemes for its employees.
Link between remuneration paid to the directors, the CEO and key management personnel, and performance
The executive directors do not receive directors’ fees. They are paid a fi xed salary and a performance-related profi t sharing
bonus pursuant to their respective service agreements. The performance-related profi t sharing bonus is linked to the
Company and individual performance. It is based on incremental profi t over and above a minimum level set aside for dividends
and reserves which help to ensure prudence as well as fairness and equity. The RC reviews and approves the overall variable
bonus payable to the executive directors within the framework of the service agreements.
The remuneration structure for the Company’s key management personnel comprised of both a fi xed and variable
components. The variable component is determined annually based on achievement of specifi c key performance indicators
(KPIs) which are clearly set out for each fi nancial year and such KPIs comprised both quantitative and qualitative factors.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
38
ACCOUNTABILITY AND AUDIT
ACCOUNTABILITY
Principle 10: The Board should present a balanced and understandable assessment of the company’s performance, position
and prospects.
The Board is accountable to the shareholders and is mindful of its obligations to furnish timely, reliable and full disclosure of
material information to shareholders in compliance with statutory requirements and the Listing Manual of the SGX-ST.
Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts
or simultaneously with such meetings. Financial results and annual reports are announced or issued within legally prescribed
periods. The Board also ensures timely and full disclosure of material corporate developments to shareholders.
The Board also reviews regulatory compliance reports from management to ensure that the Group complies with the relevant
regulatory requirements.
For FY2013, the CEO and the CFO have provided assurance to the Board that the fi nancial records have been properly
maintained and the fi nancial statements give a true and fair view of the Company’s operations and fi nances, and regarding the
effectiveness of the Company’s risk management and internal controls system.
RISK MANAGEMENT AND INTERNAL CONTROLS
Principle 11: The Board is responsible for the governance of risk. The Board should ensure that Management maintains a
sound system of risk management and internal controls to safeguard the shareholders’ interests and the company’s assets,
and should determine the nature and extent of the signifi cant risks which the Board is willing to take in achieving its strategic
objectives.
The Audit Risk Management Committee (ARMC), through the assistance of internal and external auditors, reviews and
reports to the Board at least annually on the adequacy and effectiveness of the Group’s internal controls, including fi nancial,
operational, compliance and information technology controls, established by Management. In addition, the Board reviews and
determines the Group’s level of risk tolerance and risk polices, and oversee the design, implementation and monitoring of the
risk management and internal control systems. In assessing the effectiveness of internal controls, the ARMC ensures primarily
that key objectives are met, material assets are properly safeguarded, fraud or errors in the accounting records are prevented
or detected, accounting records are accurate and complete, and reliable fi nancial information is prepared in compliance with
applicable internal policies, laws and regulations.
Since FY2012, the Group has an Enterprise Risk Management (ERM) Framework, which governs the risk management
process in the Group. Through this Framework, risk management capabilities and competencies are continuously enhanced.
The ERM Framework also enables the identifi cation, prioritisation, assessment, management and monitoring of key risks and
associated key controls to the Group’s business. The key risks of the Group are deliberated by the Management and reported
to the ARMC at least once a year. The ARMC reviews the adequacy and effectiveness of the ERM Framework against leading
practices in risk management and vis-à-vis the external and internal environment which the Group operates in.
Complementing the ERM framework is a Group-wide system of internal controls, which includes the documented policies
and procedures, proper segregation of duties, approval procedures and authorities, as well as checks-and-balances built
into the business processes. The Group has in place a risk management process that requires business units to perform
an annual Control Self Assessment (CSA) to assess the effectiveness of their internal controls. In addition, to ensure that
internal controls and risk management processes are adequate and effective, the ARMC is assisted by various independent
professional service providers. External auditors provide assurance over the risk of material misstatements in the Group’s
fi nancial statements. Internal auditors provide assurance that controls over the key risks of the Group are adequate and
effective.
The Board has received assurance from the CEO and CFO that, as at 31 December 2013:
(a) the fi nancial records have been properly maintained and the fi nancial statements give a true and fair view of the
Group’s operations and fi nances: and
(b) the Group’s risk management and internal control systems were adequate and effective to address key fi nancial,
operational, compliance and information technology risks.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
39
Opinion on Adequacy of the Group’s Internal Controls
Based on the review of the key risks identifi ed through the ERM process, and the internal controls established and maintained
by the Group, work performed by the internal and external auditors, reviews performed by management and the ARMC; and
the aforesaid assurances from the CEO and CFO, the Board, with the concurrence of the ARMC, is of the opinion that the
Group’s internal controls, addressing fi nancial, operational and compliance and information technology risks, were adequate as
at 31 December 2013.
The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective
internal control system will preclude all errors and irregularities, as a system is designed to manage rather than eliminate the
risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material
misstatement or loss.
AUDIT COMMITTEE
Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority
and duties.
The Audit Committee, which was renamed as the Audit Risk Management Committee (ARMC) comprises the following three
members all of whom, including the Chairman, are independent.
Hew Koon Chan Chairman Lead Independent Director
Tay Kah Poh Member Independent Director
Winston Tan Tien Hin Member Independent Director
The Chairman of the ARMC, Mr. Hew Koon Chan, has accounting, auditing and risk management expertise and experience.
The other members of the ARMC have many years of experience in business management and fi nance services. The Board
is satisfi ed that the members of the ARMC have recent and relevant accounting or related fi nancial management expertise or
experience to discharge the ARMC’s functions.
During FY2013, the members of the ARMC attended external trainings on changes in accounting standards, risk
management, corporate governance and regulatory related topics. Besides the external trainings, the ARMC has kept abreast
of changes in accounting standards and issues which impact the fi nancial statements from briefi ngs from auditors during the
quarterly ARMC meetings.
The ARMC meets with both the external and internal auditors without the presence of the Management at least once a year.
These meetings enable the external auditors and internal auditors to raise issues encountered in the course of their work
directly to the ARMC.
The ARMC functions under the terms of reference that sets out its responsibilities as follows:
(a) To review the fi nancial statements of the Company and the Group before submission to the Board;
(b) To review the audit plans of the Company with the external auditors and the external auditors’ reports;
(c) To review the effectiveness and adequacy of the internal audit and fi nance functions and co-operation given by the
Company’s management to the external auditors;
(d) To review the independence of the external auditors and make recommendations to the Board on the appointment, re-
appointment and removal of the external auditors;
(e) To review interested person transactions and potential confl icts of interest; and
(f) To review arrangements by which the staff of the Company may, in confi dence, raise concerns about possible
improprieties in matters of fi nancial reporting.
The ARMC has the power to conduct or authorise investigations into any matter within the ARMC’s scope of responsibility.
The ARMC is authorised to obtain independent professional advice if it deems necessary in the discharge of its responsibilities.
Such expenses are to be borne by the Company. The ARMC has full access to and co-operation of the Management and
has full discretion to invite any director or executive offi cer to attend its meetings, and has been given reasonable resources to
enable it to discharge its functions. No member of the ARMC or any director is involved in the deliberations and voting on any
resolutions in respect of matters he is interested in.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
40
The Company confi rms compliance with Rule 712 and Rule 715 of the Listing Manual in engaging Foo Kon Tan Grant
Thornton LLP (“FKTGT”) as the external auditors of the Company which is registered with the Accounting and Corporate
Regulatory Authority. FKTGT are the external auditors of the Company and of its Singapore subsidiaries and signifi cant
associated companies. Audit fees paid/payables to the external auditors of the Company amounted to S$341,000 (2012:
S$330,000) for the fi nancial year ended 31 December 2013. The ARMC has reviewed the amount of non-audit services
rendered to the Group by the external auditors. During the year, the estimated fees payable to the external auditors of the
Company for non-audit services amounted to S$14,000 or 4% of the audit fee. Being satisfi ed that the nature and extent of
such services will not prejudice the independence and objectivity of the external auditors, the ARMC has recommended their
re-nomination to the Board.
Whistle-blowing
The Company has a whistle-blowing policy to allow staff to raise concerns in confi dence to the ARMC Chairman. It makes
available the contact details of the ARMC Chairman and sets out the procedures for raising concern or making a complaint
and the process of investigation and dealing with the outcome of the investigation.
Employees are free to bring complaints to the attention of their supervisors or the Human Resources Department, as they
would in any other workplace concern. The recipient of such complaints shall forward them promptly to the ARMC Chairman.
The Group will treat all information received confi dentially and protect the identity and the interest of all whistleblowers.
Following investigation and evaluation of a complaint, the ARMC Chairman shall report to the ARMC on recommended
disciplinary or remedial action, if any. The action determined by the ARMC to be appropriated shall then be brought to the
Board or to appropriate members of senior management for authorisation and implementation respectively.
The policy is communicated to all employees as part of the Group’s efforts to promote awareness of fraud control.
The ARMC confi rms that no reports have been received under the whistle-blowing policy thus far.
INTERNAL AUDIT
Principle 13: The Company should establish an internal audit function that is independent of the activities it audits.
The Company has engaged KPMG Services Pte. Ltd. as its internal auditor. The internal auditor reports directly to the
Chairman of the ARMC on all internal audit matters.
The primary functions of internal audit are to help:-
(a) assess if adequate systems of internal controls are in place to protect the assets of the Group and to ensure control
procedures are complied with;
(b) assess if operations of the business processes under review are conducted effi ciently and effectively; and
(c) identify and recommend improvement to internal control procedures, where required.
During the year, the Group Internal Audit adopted a risk-based auditing approach that focuses on material internal controls,
including fi nancial, operational, compliance and information technology control. Audits were carried out on all signifi cant
business units in the Company. All group Internal Audit reports are submitted to the ARMC for deliberation with copies of
these reports extended to the Chairman and CEO, Executive Directors and the relevant senior management offi cers. In
addition, Group Internal Audit summary of fi ndings and recommendations are discussed at the ARMC meetings. To ensure
timely and adequate closure of audit fi ndings, the status of implementation of the actions agreed by management is tracked
and discussed with the ARMC. The Internal Auditor should have unfettered access to all the Company’s documents, records,
properties and personnel, including access to the ARMC.
SHAREHOLDER RIGHTS AND RESPONSIBILITIES
SHAREHOLDER RIGHTS
Principle 14: Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate the
exercise of shareholders’ rights, and continually review and update such governance arrangements.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
41
COMMUNICATION WITH SHAREHOLDERS
Principle 15: Companies should actively engage their shareholders and put in place an investor relations policy to promote
regular, effective and fair communication with shareholders.
In line with continuous obligations of the Company pursuant to the SGX-ST’s Listing Rules, the Board’s policy is that all
shareholders be informed of all major developments that impact the Group.
The Group is committed to providing shareholders with adequate, timely and suffi cient information pertaining to changes
in the Group’s business which could have a material impact on the Company’s share price. Information is disseminated to
shareholders on a timely basis through:
(a) SGXNET announcements and news release;
(b) Annual Report prepared and issued to all shareholders;
(c) Press releases on major developments of the Group;
(d) Notices of and explanatory memoranda for AGM and extraordinary general meetings (EGMs);
(e) Company’s Investor Relations website at http://roxypacifi c.com.sg/, where shareholders can access timely information
on the Group.
(f) All resolutions at the AGM are put to vote by poll.
The Company’s AGMs are the principal forums for dialogue with shareholders. The Chairman of each Board Committee as
well as external auditors are normally present at the AGMs to address shareholders’ queries, if any.
Shareholders are encouraged to attend the AGMs/EGMs to ensure a high level of accountability and to stay apprised of the
Group’s strategy and goals. Notice of the AGM/EGM will be advertised in newspapers and announced on SGXNET.
Dividend Policy
The Company’s priority is to achieve long-term capital growth for the benefi t of shareholders. The bulk of its profi ts, when
made, shall therefore be retained for investment into the future. Nevertheless, the Company recognises the desire of some of
its shareholders to receive income out of their investment in the Company. Therefore, the Company has adopted a dividend
policy with a view of paying dividends, on a half-yearly basis, of at least 50% of the net operating profi ts attributable to the
Company’s business of hotel ownership and provision of hotel accommodation services (the “Hotel Business”), subject to the
following factors:-
the level of cash and retained earnings;
the net profi ts of the Company;
the actual and projected overall fi nancial performance of the Company and its subsidiaries (taking into account all of
the Company’s businesses and operations);
the projected levels of capital expenditure and other investment plans; and
restrictions on payment of dividend that may be imposed by fi nancing arrangements (if any).
The net operating profi ts attributable to the Hotel Business are defi ned as the earnings before interest, taxes, depreciation and
amortisation in respect of the Hotel Business.
The Board of Directors will continually review the dividend policy and reserve the right to update the dividend policy at any
time, in the best interests of the Company and its shareholders.
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Statement of Corporate GovernanceFinancial Year Ended 31 December 2013
42
Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders, and allow
shareholders the opportunity to communicate their views on various matters affecting the company.
The Group supports and encourages active shareholder participation at general meetings. The Board believes that general
meetings serve as an opportune forum for Shareholders to meet the Board and key management personnel, and to interact
with them. Information on general meetings is disseminated through notices in the annual reports or circulars sent to
all shareholders. The notices are also released via SGXNET and published in local newspapers, as well as posted on the
Company website.
The Company’s Articles of Association allows all shareholders to appoint up to two proxies to attend general meetings and
vote on their behalf.
All resolutions at AGMs and EGMs are put to vote by poll to allow greater transparency and more equitable participation by
shareholders.
INTERESTED PERSONS TRANSACTIONS
When a potential confl ict of interest arises, the director concerned does not participate in discussions and refrains from
exercising any infl uence over other members of the Board.
The Company has established review and approval procedures to ensure that interested person transactions (IPT) entered into
by the Group are conducted on normal terms and are not prejudicial to the interest of the shareholders. The Board meets
quarterly to review if the Company will be entering into any interested person transaction.
There were no IPT for the fi nancial year ended 31 December 2013.
Disclosure of interested person transactions is set out as follows:
Name of Interested Person
Aggregate value of all interested person
transactions conducted (excluding
transactions less than $100,000
and transactions conducted under
shareholders’ mandate pursuant to
Rule 920)
Aggregate value of all interested
person transactions conducted under
shareholders’ mandate pursuant to
Rule 920 (excluding transactions less
than $100,000)
NIL NIL NA
DEALINGS IN SECURITIES
The Company has issued an internal compliance policy to all employees of the Group setting out the implications of insider
trading.
Under this Code, the directors and key executive offi cers of the Group are prohibited in dealing in the Company’s securities
two weeks before the release of the quarterly results or one month before the release of the half-yearly and full year results to
the SGX-ST, as the case may be. Circulars are issued to all directors and employees of the Group to remind them of, inter alia,
laws of insider trading and the importance of not dealing in the shares of the Company and within the Group on short-term
consideration and during the prohibitive periods. Directors and employees are expected to observe the insider trading laws at
all times even when dealing in securities within permitted trading period.
MATERIAL CONTRACTS
There was no material contract entered into by the Company or any of its subsidiary companies involving the interest of the
Chief Executive Offi cer, any Director, or controlling shareholder during the fi nancial year ended 31 December 2013.
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Directors’ ReportFinancial Year Ended 31 December 2013
43
The directors submit this annual report to the members together with the audited consolidated fi nancial statements of the
Group and statement of fi nancial position of the Company for the fi nancial year ended 31 December 2013.
Names of directors
The directors in offi ce at the date of this report are:
Teo Hong Lim (Executive Chairman and Chief Executive Offi cer)
Chris Teo Hong Yeow (Managing Director and Executive Director)
Teo Hong Hee (Executive Director)
Michael Teo Hong Wee (Executive Director)
Koh Seng Geok (Chief Financial Offi cer and Executive Director)
Hew Koon Chan (Lead Independent Director)
Winston Tan Tien Hin (Independent Director)
Tay Kah Poh (Independent Director)
Arrangements to enable directors to acquire shares or debentures
During and at the end of the fi nancial year, neither the Company nor any of its subsidiaries was a party to any arrangement
of which the object was to enable the directors to acquire benefi ts through the acquisition of shares in or debentures of the
Company or of any other corporate body other than as disclosed in this report.
Directors’ interest in shares or debentures
According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Companies Act, Cap.
50 (the ‘Act’), the following directors who held offi ce at the end of the fi nancial year were interested in shares of the Company
and its related corporations as follows:
Holdings registered in
name of director or nominee
Holdings in which a director is
deemed to have an interest
As at
1.1.2013
As at
31.12.2013
As at
1.1.2013
As at
31.12.2013
Number of ordinary shares
The Company
Roxy-Pacifi c Holdings Limited
Teo Hong Lim 94,634,500 119,373,125 458,281,000 575,879,500
Chris Teo Hong Yeow 22,993,500 28,741,875 9,000 11,250
Teo Hong Hee 22,170,000 27,712,500 – –
Michael Teo Hong Wee 24,471,000 30,588,750 135,000 168,750
Koh Seng Geok 6,688,000 8,828,000 – –
Hew Koon Chan 300,000 – – –
Winston Tan Tien Hin – – 16,525,500 20,656,875
Tay Kah Poh 1,350,000 1,785,000 – –
Edmund Lee Yu Chiang* 300,000 375,000 – –
The Company
Kian Lam Investment Pte Ltd
Teo Hong Lim 6,101 6,101 – –
Chris Teo Hong Yeow 3,101 3,101 – –
Teo Hong Hee 3,101 3,101 – –
Michael Teo Hong Wee 3,101 3,101 – –
* Mr Edmund Lee Yu Chiang had resigned on 31 December 2013.
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Directors’ ReportFinancial Year Ended 31 December 2013
44
Holdings registered in
name of director or nominee
Holdings in which a director is
deemed to have an interest
As at
1.1.2013
As at
31.12.2013
As at
1.1.2013
As at
31.12.2013
Related company
San Lee Development Pte Ltd
Teo Hong Lim 3,390 3,390 182,000 182,000
Chris Teo Hong Yeow 3,390 3,390 – –
Teo Hong Hee 3,390 3,390 – –
Michael Teo Hong Wee 3,390 3,390 – –
Mr Teo Hong Lim, by virtue of the provisions of Section 7 of the Act, is deemed to have an interest in the other subsidiaries of
the Company, all but three are wholly-owned.
Mr Winston Tan Tien Hin is deemed to have interest in the shares of the Company held by Winmark Investments Pte Ltd, a
company wholly-owned by Mr Winston Tan Tien Hin and his wife.
There are no changes to the above shareholdings between the end of the fi nancial year and 21 January 2014.
Directors’ benefi ts
Since the end of the previous fi nancial year, no director has received or has become entitled to receive by reason of a contract
made by the Company or a related corporation with the director, or with a fi rm of which he is a member, or with a company in
which he has substantial fi nancial interest other than as disclosed in the fi nancial statements.
Share options
No options were granted during the fi nancial year to take up issued shares of the Company or of its subsidiaries.
No shares were issued during the fi nancial year to which this report related by virtue of the exercise of options to take up
unissued shares of the Company or of its subsidiaries.
There were no unissued shares of the Company or its subsidiaries under option at the end of the fi nancial year.
Audit Risk Management Committee
The Audit Risk Management Committee comprises the following members:
Hew Koon Chan (Chairman)
Tay Kah Poh
Winston Tan Tien Hin
The Audit Risk Management Committee performs the functions set out in Section 201B(5) of the Act, the SGX Listing Manual
and the Code of Corporate Governance. In performing its functions, the Audit Risk Management Committee reviewed the
following:
audit plans of the internal auditor and external auditor, assistance given by the Company’s offi cers to the internal
auditors and external auditors and results of the internal and external auditor’s audit procedures;
the internal auditors’ and external auditors’ evaluation of the Company’s system of internal accounting controls;
the quarterly fi nancial information and annual fi nancial statements of the Group and the Company before submission to
the directors of the Company for approval; and
interested person transactions (as defi ned in Chapter 9 of the Listing Manual of the Singapore Exchange).
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Directors’ ReportFinancial Year Ended 31 December 2013
45
Audit Risk Management Committee (cont’d)
The Audit Risk Management Committee has full access to management and is given the resources required for it to discharge
its functions. It has full authority and the discretion to invite any director or executive offi cer to attend its meetings. The Audit
Risk Management Committee also recommends the appointment of the external auditors and reviews the level of audit and
non-audit fees.
The Audit Risk Management Committee is satisfi ed with the independence and objectivity of the external auditors and has
recommended to The Board of Directors that the auditors, Foo Kon Tan Grant Thornton LLP, be nominated for re-appointment
as auditors at the forthcoming Annual General Meeting of the Company.
Independent auditor
The independent auditors, Foo Kon Tan Grant Thornton LLP, Public Accountants and Chartered Accountants, have expressed
their willingness to re-accept appointment.
On behalf of the Directors
TEO HONG LIM
KOH SENG GEOK
3 March 2014
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Statement by DirectorsFinancial Year Ended 31 December 2013
46
In the opinion of the directors, the accompanying statements of fi nancial position, consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash fl ows, together with the notes
thereon, 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 31
December 2013 and of the results of the business, changes in equity and cash fl ows of the Group for the fi nancial year
ended on that date; in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial
Reporting Standards and at the date of this statement there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they fall due.
On behalf of the Directors
TEO HONG LIM
KOH SENG GEOK
3 March 2014
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Independent Auditor’s ReportTo the members of Roxy-Pacifi c Holdings Limited
47
Report on the fi nancial statements
We have audited the accompanying fi nancial statements of Roxy-Pacifi c Holdings Limited (“the Company”) and its subsidiaries
(“the Group”), which comprise the statements of fi nancial position of the Group and of the Company as at 31 December 2013,
the statement of comprehensive income, the statement of changes in equity and the statement of cash fl ow of the Group for
the year then ended, and a summary of signifi cant accounting policies and other explanatory information.
Managements’ responsibility for the fi nancial statements
Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the
provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and
maintaining a system of internal accounting controls suffi cient 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 profi t and loss accounts and balance sheets and to maintain accountability
of assets.
Auditor’s responsibility
Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation of the fi nancial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal 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
fi nancial statements.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated fi nancial statements of the Group and the statement of fi nancial position of the Company are
properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true
and fair view of the state of affairs of the Company and of the Group as at 31 December 2013 and the results, changes in
equity and the cash fl ows of the Group for the fi nancial year ended on that date.
Report on other legal and regulatory requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditor have been properly kept in accordance with the provisions of the Act.
Foo Kon Tan Grant Thornton LLP
Public Accountants and
Chartered Accountants
Singapore, 3 March 2014
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Statement of Financial Positionas at 31 December 2013
48
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
Note $’000 $’000 $’000 $’000
ASSETS
Non-Current
Goodwill 4 – 1,672 – –
Property, plant and equipment 5 81,942 76,147 85 47
Available-for-sale fi nancial assets 2,207 1,684 – –
Investments in subsidiaries 6 – – 47,343 47,343
Investments in associates 7 16,726 6,837 – –
Investment properties 8 67,987 61,247 – –
168,862 147,587 47,428 47,390
Current
Properties for sale under development 9 687,083 455,807 – –
Inventories 10 121 134 – –
Trade receivables 11 39,893 24,073 13 17
Other receivables 12 48,366 42,517 108,765 45,886
Project accounts 13 191,105 131,534 – –
Cash and cash equivalents 14 163,514 122,482 84,849 62,884
1,130,082 776,547 193,627 108,787
Total assets 1,298,944 924,134 241,055 156,177
EQUITY
Capital and Reserves
Share capital 15 47,399 47,399 47,399 47,399
Fair value reserve 16 111 144 – –
Retained earnings 282,112 206,038 53,887 54,519
Equity attributable to owners of the Company 329,622 253,581 101,286 101,918
Non-controlling interests 347 199 – –
Total Equity 329,969 253,780 101,286 101,918
Liabilities
Non-Current
Bank loans 17 113,733 77,481 – –
Deferred tax liabilities 18 19,396 12,176 – –
133,129 89,657 – –
Current
Trade payables 19 20,202 9,588 97 335
Other payables 20 35,135 25,070 135,654 49,831
Current tax liabilities 13,368 12,151 18 93
Bank loans 17 767,141 533,888 4,000 4,000
835,846 580,697 139,769 54,259
Total liabilities 968,975 670,354 139,769 54,259
Total equity and liabilities 1,298,944 924,134 241,055 156,177
The annexed notes form an integral part of and should be read in conjunction with these fi nancial statements.
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Consolidated Statement of Comprehensive Incomefor the Financial Year Ended 31 December 2013
49
Year ended
31 December 2013
Year ended
31 December 2012
Note $’000 $’000
Revenue 3 369,047 190,556
Cost of sales (243,374) (114,691)
Gross profi t 125,673 75,865
Other income 22 2,031 1,740
Distribution and selling expenses (2,092) (2,226)
Administrative expenses (15,533) (12,329)
Fair value gain on investment properties 7,282 15,553
Other expenses (15,101) (12,308)
Finance costs 23 (5,476) (4,394)
Share of results of associates (net of income tax) 7 9,944 3,974
Profi t before taxation 24 106,728 65,875
Tax expense 25 (14,479) (7,573)
Profi t for the year 92,249 58,302
Other comprehensive income:
Net change in fair value of available-for-sale fi nancial assets 161 174
Net change in fair value of available-for-sale fi nancial
assets transferred to profi t and loss account (167) –
Tax on other comprehensive income (27) (30)
Other comprehensive income, net of tax (33) 144
Total comprehensive income for the year 92,216 58,446
Attributable to:
- Equity holders of the Company 92,217 58,447
- Non-controlling interests (1) (1)
92,216 58,446
Earnings per share – Basic / Diluted (cents) 26 7.73 4.90
The annexed notes form an integral part of and should be read in conjunction with these fi nancial statements.
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Consolidated Statement of Changes in Equityfor the Financial Year Ended 31 December 2013
50
Attributable to owners of the Company
Share
capital
Fair value
reserve
Retained
earnings Total
Non-
controlling
interests
Total
equity
$’000 $’000 $’000 $’000 $’000 $’000
At 1 January 2012 47,399 – 166,864 214,263 – 214,263
Total comprehensive income for the year
Profi t for the year – – 58,303 58,303 (1) 58,302
Other comprehensive income
Net change in fair value of available-for-sale
fi nancial assets – 174 – 174 – 174
Tax on other comprehensive income – (30) – (30) – (30)
Total other comprehensive income – 144 – 144 – 144
Total comprehensive income for the year – 144 58,303 58,447 (1) 58,446
Transactions with owners, recognised
directly in equity
Contributions by and distributions to owners
Capital contribution by non-controlling interests – – – – 200 200
Dividend to shareholders (Note 33) – – (19,129) (19,129) – (19,129)
Total transactions with owners – – (19,129) (19,129) 200 (18,929)
At 31 December 2012 47,399 144 206,038 253,581 199 253,780
At 1 January 2013 47,399 144 206,038 253,581 199 253,780
Total comprehensive income for the year
Profi t for the year – – 92,249 92,249 1 92,250
Other comprehensive income
Net change in fair value of available-for-sale
fi nancial assets – 161 – 161 – 161
Net change in fair value of available-for-sale
fi nancial assets reclassifi ed to profi t or loss – (167) – (167) – (167)
Tax on other comprehensive income – (27) – (27) – (27)
Total other comprehensive income – (33) – (33) – (33)
Total comprehensive income for the year – (33) 92,949 92,216 1 92,217
Transactions with owners, recognised
directly in equity
Contributions by and distributions to owners
Issue of shares to non-controlling interests – – – – 147 147
Dividend to shareholders (Note 33) – – (16,175) (16,175) – (16,175)
Total transactions with owners – – (16,175) (16,175) 147 (16,028)
At 31 December 2013 47,399 111 282,112 329,622 347 329,969
The annexed notes form an integral part of and should be read in conjunction with these fi nancial statements.
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Consolidated Statement of Cash Flowsfor the Financial Year Ended 31 December 2013
51
Year ended
31 December 2013
Year ended
31 December 2012
Note $’000 $’000
Cash Flows from Operating Activities
Profi t before taxation 106,728 65,875
Adjustments for:
Depreciation of property, plant and equipment 5 2,689 2,359
Goodwill written off 1,672 –
Dividend income (27) –
Share of associates’ results (9,944) (3,974)
Fair value gain on investment properties 8 (7,282) (15,553)
Fair value loss/(gain) on interest rate swaps 24 6 (215)
Interest income 22 (698) (544)
Interest expense on bank loans 14,180 4,236
Reversal of impairment loss on advances to an associate 12 (46) (174)
Gain on disposal of available-for-sale fi nancial assets (596) –
Loss on disposal of investment in associate 216 –
Foreign exchange loss 172 –
Operating profi t before working capital changes 107,070 52,010
Changes in properties for sale under development (231,276) (125,895)
Changes in inventories 13 5
Changes in operating receivables (4,740) 2,606
Changes in operating payables 20,881 3,337
Cash used in operations (108,052) (67,937)
Income tax paid (6,042) (4,160)
Net cash used in operating activities (114,094) (72,097)
Cash Flows from Investing Activities
Dividend received 27 –
Investments in associates (395) (450)
Proceeds from disposal of associate 234 –
Acquisition of available-for-sale fi nancial assets (2,467) (1,540)
Proceeds from disposal of available-for-sale fi nancial assets 2,507 –
Advances to associates (17,003) (2,475)
Acquisition of property, plant and equipment (7,942) (4,578)
Acquisition of investment properties – (1,002)
Interest received 641 437
Net cash used in investing activities (24,398) (9,608)
Cash Flows from Financing Activities
Proceeds from bank loans 374,627 356,712
Repayment of bank loans (105,122) (227,077)
Proceeds from issue of shares to non-controlling interests 147 200
Fixed deposits pledged to fi nancial institutions 384 413
Dividends paid (16,175) (19,129)
Interest paid (14,382) (4,394)
Net cash generated from fi nancing activities 239,479 106,725
Net increase in cash and cash equivalents 100,987 25,020
Cash and cash equivalents at beginning of year 14 253,217 228,197
Cash and cash equivalents at end of year 14 354,204 253,217
The annexed notes form an integral part of and should be read in conjunction with these fi nancial statements.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
52
1. General information
The fi nancial statements of the Group for the year ended 31 December 2013 were authorised for issue in accordance
with a resolution of the directors on the date of the Statement by directors.
The Company is incorporated as a limited liability company and domiciled in Singapore.
The registered offi ce and place of business is located at 50 East Coast Road #03-11, Roxy Square Shopping Centre,
Singapore 428769.
The Company was listed on the Singapore Exchange Securities Trading Limited on 12 March 2008.
The principal activities of the Company are those relating to investment holding. The principal activities of the
subsidiaries are disclosed in Note 6 of the fi nancial statements.
The holding company is Kian Lam Investment Pte Ltd which is incorporated and domiciled in Singapore.
2(a) Basis of preparation
The fi nancial statements are prepared in accordance with Singapore Financial Reporting Standards (“FRS”) including
related interpretations promulgated by the Accounting Standards Council. The fi nancial statements have been prepared
under the historical cost convention, except as disclosed in the accounting policies below.
The fi nancial statements are presented in Singapore dollars which is the Company’s functional currency. All fi nancial
information has been presented in Singapore dollars, unless otherwise stated.
The preparation of the fi nancial statements in conformity with FRS requires the use of judgements, estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the fi nancial statements and the reported amounts of revenues and expenses during the fi nancial year.
Although these estimates are based on management’s best knowledge of current events and actions, actual results
may differ from those estimates.
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 and in any future periods affected.
The critical accounting estimates and assumptions used and area involving a high degree of judgement are described
below:
(a) Estimation uncertainty
Revenue recognition
The Group recognises revenue on its residential properties and mixed development properties (combination of
residential units and commercial units) using the percentage-of-completion method as construction progresses.
The percentage of completion is estimated by reference to the stage of completion as certifi ed by the architects
or quantity surveyors and based on the proportion of contract cost incurred to date and the estimated total
development cost to complete. Signifi cant judgement is required in determining the estimated total development
costs which is based on contracts awarded, estimation of variation works, if any, and the experience of qualifi ed
project managers.
Carrying amount of properties for sale under development
Signifi cant judgement is required in assessing the recoverability of the carrying value of properties for sale under
development. The Group pre-sells properties under development. Net realisable value in respect of properties
for sale under development is assessed with reference to pre-sale proceeds received less estimated costs
to complete construction. Signifi cant judgement is required in determining total costs of properties, including
construction costs and variation orders. The Group estimates total construction costs based on contracts
awarded, past experience and specialists. Signifi cant judgement is also required to assess allowance made for
foreseeable losses, if any, where the total estimated construction costs exceeds estimated selling price.
If the contract costs to be incurred had been higher/lower by 10% from management’s estimates, the Group’s
profi t will decrease/increase by $4,996,000 (2012: $4,805,000).
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
53
2(a) Basis of preparation (cont’d)
(a) Estimation uncertainty (cont’d)
Depreciation of property, plant and equipment
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. The
estimation of the useful lives of assets is based on industry practice, historic experience as well as expectations
about future use and therefore requires a signifi cant degree of judgement to be applied by management.
Changes in the expected level of usage and technological developments could impact the economic useful
lives and the residual values of these assets, therefore future depreciation charges could be revised. A 5%
(2012: 5%) difference in the expected useful lives of these assets from management’s estimates would result in
approximately 0.12% (2012: 0.2%) variance in the Group’s profi t for the fi nancial year.
Valuation of investment properties
The Group’s investment properties are stated at estimated fair value based on the valuation performed by
independent professional valuers. The determination of the fair value of investment property requires the use of
comparable historical transactions and estimates such as future cash fl ows from assets and capitalisation rates
applicable to those assets. The estimated fair value may differ from the price at which the Group’s assets could
be sold at a particular time, since actual selling prices are negotiated between willing buyers and sellers.
Impairment of non-fi nancial assets
Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be impaired.
Property, plant and equipment and investments in subsidiaries and associates are tested for impairment
whenever there is any objective evidence or indication that these assets may be impaired.
The recoverable amounts of these assets and, where applicable, cash generating units, have been determined
based on value-in-use calculations. These calculations require the use of estimates. Estimating the value in use
requires the Group to make estimate of the expected future cash fl ows from the cash-generating unit and also
to use many estimates and assumptions such as future market growth, forecast revenue and costs, useful lives
of utilisation of the assets, discount rates and other factors.
Impairment of loans and receivables
Allowances for bad and doubtful debts are based on an assessment of the recoverability of trade and other
receivables. Allowances are applied to trade and other receivables where events or changes in circumstances
indicate that the balances may not be collectible.
A signifi cant degree of judgement is applied by management when considering whether a trade receivable is
impaired. In determining this, management has used estimates based on historical loss experience for assets
with similar credit risk characteristics, default of payments, indications of fi nancial diffi culties of the specifi c
customer, and general economic conditions.
(b) Judgement
Income tax
Signifi cant judgement is involved in determining the provision for income taxes. The Group recognises liabilities
for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome
of these matters is different from the amounts that were initially recognised, such differences will impact the
income tax and deferred tax provisions in the period in which such determination is made.
The accounting policies used by the Group have been applied consistently to all periods presented in these
fi nancial statements.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
54
2(b) Interpretations and amendments to published standards effective in 2013
On 1 January 2013, the Group adopted the amended FRSs that are mandatory for application from that date. Changes
to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the
respective FRS. These include the following FRSs which are relevant to the Group:
Reference Description
FRS 1 Presentation of Items of Other Comprehensive Income
FRS 19 Employee Benefi ts
FRS 107 Disclosures - Offsetting Financial Assets and Financial Liabilities
FRS 113 Fair Value Measurement
Improvements to FRSs 2012
FRS 1 Presentation of items of Other Comprehensive Income
The amendments to FRS 1 Presentation of Items of Other Comprehensive Income (OCI) are effective for fi nancial
periods beginning on or after 1 July 2012.
The amendments to FRS 1 changes the grouping of items presented in OCI. Items that could be classifi ed to profi t
or loss at a future point in time would be presented separately from items which will never be reclassifi ed. As the
amendments only affect the presentations of items that are already recognised in OCI, the Group does not expect any
impact on its fi nancial position or performance upon adoption of this standard.
FRS 107 Disclosures - Offsetting Financial Assets and Financial Liabilities
The amendments to FRS 107 provides disclosure requirements that are intended to help investors and other fi nancial
statement users better assess the effect or potential effect of offsetting arrangements on a Group’s fi nancial position.
The new disclosures require information about the gross amount of fi nancial assets and liabilities before offsetting and
the amounts set off in accordance with the offsetting model in FRS 32.
FRS 113 Fair Value Measurement
FRS 113 clarifi es the defi nition of fair value and provides related guidance and enhanced disclosures about fair value
measurements. It does not affect which items are required to be fair-valued. The scope of FRS 113 is broad and it
applies for both fi nancial and non-fi nancial items for which other FRSs require or permit fair value measurements or
disclosures about fair value measurements except in certain circumstances.
FRS 113 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure requirements
need not be applied to comparative information in the fi rst year of application. The Group has, however included as
comparative information the FRS 113 disclosures that were required previously by FRS 107 ‘Financial Instruments:
Disclosures’ (Note 31).
The adoption of the above amended standards does not have any material impact on the basic and fully diluted
earnings per share of the Group.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
55
2(c) FRS not yet effective
The following are the new or amended FRS issued in 2013 that are not yet effective but may be early adopted for the
current fi nancial year:
Reference Description
Effective date
(Annual periods
beginning on
or after)
Revised FRS 27 Separate Financial Statements 1 January 2014
Revised FRS 28 Investments in Associates and Joint Ventures 1 January 2014
FRS 110 Consolidated Financial Statements 1 January 2014
FRS 111 Joint Arrangements 1 January 2014
FRS 112 Disclosure of Interests in Other Entities 1 January 2014
Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities 1 January 2014
The directors do not anticipate that the adoption of the above FRSs in future periods will have a material impact on the
fi nancial statements of the Group in the period of their initial adoption.
2(d) Summary of signifi cant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these fi nancial
statements and have been applied consistently by group entities.
Basis of consolidation
The consolidated fi nancial statements relate to the Company and its subsidiaries (together referred to as the “Group”).
Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the fi nancial and
operating policies so as to obtain benefi ts from its activities, generally accompanied by a shareholding giving rise to
a majority of the voting rights. In assessing control, the Group takes into consideration potential voting rights that are
currently exercisable or convertible.
Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date on which control ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated fi nancial statements. Unrealised gains arising from transactions with
equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of
impairment.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on
which control is transferred to the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the
liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value
of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.
The consideration transferred does not include amounts related to the settlement of preexisting relationships. Such
amounts are generally recognised in profi t or loss.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration
is classifi ed as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent
changes to the fair value of the contingent consideration are recognised in profi t or loss.
Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
56
2(d) Summary of signifi cant accounting policies (cont’d)
Basis of Consolidation (cont’d)
Business combinations (cont’d)
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date
of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifi able
assets.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred.
Goodwill is stated after separate recognition of identifi able intangible assets. It is calculated as the excess of the sum
of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree
and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of
identifi able net assets. If the fair values of identifi able net assets exceed the sum calculated above, the excess amount
(i.e. gain on a bargain purchase) is recognised in profi t or loss immediately.
Goodwill
On acquisition of a subsidiary, goodwill is initially recognised at cost and is subsequently measured at cost and tested
for impairment. On disposal of a subsidiary, the amount of goodwill attributable to the disposed subsidiary is included in
the determination of the profi t or loss on disposal.
Non-controlling interests
Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary attributable
to the interests which are not owned directly or indirectly by the equity holders of the Company. They are shown
separately in the consolidated statement of comprehensive income, statement of changes in equity and balance
sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a
subsidiary, even if this results in the non-controlling interests having a defi cit balance.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary
are accounted for as transactions with equity owners of the Group. Any difference between the change in the carrying
amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised in a
separate reserve within equity attributable to the equity holders of the Company.
Loss of control
When a change in the Company’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the
assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in other
comprehensive income in respect of that entity are also reclassifi ed to profi t or loss or transferred directly to retained
earnings if required by a specifi c standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the
retained investment at the date when control is lost and its fair value is recognised in profi t or loss.
The consolidated fi nancial statements refl ect external transactions and balances only. In preparing the consolidated
fi nancial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the
Group.
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if
any.
The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of the
items. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if
the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
57
2(d) Summary of signifi cant accounting policies (cont’d)
Property, plant and equipment and depreciation (cont’d)
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their depreciable
amounts over their estimated useful lives as follows:
Buildings 50 years
Other assets 3 to 10 years
Other assets comprise furniture and fi ttings, plant and equipment and leasehold improvements.
No depreciation is computed on freehold land.
The residual values, depreciation methods and useful lives of property, plant and equipment are reviewed and adjusted
as appropriate at the reporting date.
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added
to the carrying amount of the asset when it is probable that future economic benefi ts, in excess of their standard
of performance of the asset before that expenditure was made, will fl ow to the Group and the cost can be reliably
measured. Other subsequent expenditure is recognised as an expense during the fi nancial year in which it is incurred.
For acquisitions and disposals during the fi nancial year, depreciation is provided from the month of acquisition and to
the month before disposal respectively. Fully depreciated property, plant and equipment are retained in the books of
accounts until they are no longer in use.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the
differences between the sales proceeds and the carrying amounts of the asset and is recognised in the income
statement.
Fully depreciated assets are retained in the books of accounts until they are no longer in use.
Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the
fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential
voting rights that presently are exercisable or convertible are taken into account.
Investments in subsidiaries are stated at cost less accumulated impairment losses.
Associates
An associate is defi ned as a Group, not being a subsidiary or jointly controlled entity, in which the Group has signifi cant
infl uence, but not control, over its fi nancial and operating policies. Signifi cant infl uence is presumed to exist when the
Group holds between 20% and 50% of the voting power of another entity.
Investments in associates are accounted for using the equity method (equity-accounted investees) and are recognised
initially at cost. The cost of the investments includes transaction costs.
The consolidated fi nancial statements include the Group’s share of the profi t or loss and other comprehensive
income of the equity-accounted investees, after adjustments to align the accounting policies of the equity-accounted
investees with those of the Group, from the date that signifi cant infl uence or joint control commences until the date that
signifi cant infl uence or joint control ceases.
When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that
interest, including any long-term investments, is reduced to zero, and the recognition of further losses is discontinued
except to the extent that the Group has an obligation or has made payments on behalf of the investee.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
58
2(d) Summary of signifi cant accounting policies (cont’d)
Investment properties
Investment properties, principally comprising shop units, are held for long-term rental yields and/or for capital
appreciation and are not occupied by the Group.
Investment properties are treated as non-current investments and are initially recognised at cost and subsequently
carried at fair value, representing open market value determined on annual basis by an independent professional
valuers. Gross changes in fair values and the related tax impact are recognised in profi t or loss.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations
and improvements is capitalised as additions and the carrying amounts of the replaced components are written off to
profi t or loss. The cost of maintenance, repairs and minor improvement is charged to profi t or loss when incurred.
Investment properties are derecognised when either they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefi t is expected from its disposal. On disposal
or retirement of an investment property, the difference between any disposal proceeds and the carrying amount is
recognised in profi t or loss.
Transfers
Transfers to, or from, investment properties are made when there is a change in use, evidenced by:
commencement of owner occupation, for a transfer from investment properties to property, plant and
equipment;
commencement of development with a view to sell, for a transfer of investment properties to development
properties; or
end of owner occupation, for a transfer from property, plant and equipment to investment properties.
Properties for sale under development
Properties for sale under development are recorded as current assets and are stated at specifi cally identifi ed cost,
including capitalised borrowing costs directly attributable to the development of the properties and other related
expenditure.
Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.
Capitalisation of borrowing costs ceases on issue of Temporary Occupation Permit. The capitalisation rate is
determined by reference to the actual rate payable on borrowings for properties for sale under development, weighted
as applicable.
Properties for sale under development are stated at the lower of cost plus, where appropriate, a portion of attributable
profi t, and their estimated net realisable value, net of progress billings. Net realisable value is the estimated selling price
less costs to be incurred in selling the properties.
When it is probable that the total development costs will exceed the total revenue, the expected loss is recognised as
an expense immediately. The aggregated costs incurred and the profi t/loss recognised in each development property
that has been sold are compared against progress billings up to the reporting date.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
59
2(d) Summary of signifi cant accounting policies (cont’d)
Inventories
Inventories, comprising food and beverage and other hotel related consumable stocks, are carried at the lower of cost
and net realisable value. Cost is determined on a fi rst-in fi rst-out basis and includes freight and handling charges.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary
to make the sale. Write-down is made, where necessary, for obsolete, slow-moving and defective inventories in arriving
at the net realisable value. The amount of any write-down of inventories to net realisable value is recognised as an
expense in the period the write-down occurs. The amount of any reversal of any write-down of inventories, arising from
an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense
in the period in which the reversal occurs.
Financial assets
Financial assets, other than hedging instruments, can be divided into the following categories: fi nancial assets at fair
value through profi t or loss, held-to-maturity investments, loans and receivables and available-for-sale fi nancial assets.
Financial assets are assigned to the different categories by management on initial recognition, depending on the
purpose for which the assets were acquired. The designation of fi nancial assets is re-evaluated and classifi cation may
be changed at the reporting date with the exception that the designation of fi nancial assets at fair value through profi t
or loss is not revocable.
All fi nancial assets are recognised on their trade date - the date on which the Group commit to purchase or sell the
asset. Financial assets are initially recognised at fair value, plus directly attributable transaction costs except for fi nancial
assets at fair value through profi t or loss, which are recognised at fair value.
Derecognition of fi nancial instruments occurs when the rights to receive cash fl ows from the investments expire or are
transferred and substantially all of the risks and rewards of ownership have been transferred. Any amount previously
recognised in other comprehensive income relating to that asset is reclassifi ed to profi t or loss. An assessment for
impairment is undertaken at least at the end of each reporting period whether or not there is objective evidence that a
fi nancial asset or a group of fi nancial assets is impaired.
Financial assets and fi nancial liabilities are offset and the net amount presented in the statement of fi nancial position
when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts; and
intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Non-compounding interest and other cash fl ows resulting from holding fi nancial assets are recognised in profi t or loss
when received, regardless of how the related carrying amount of fi nancial assets is measured.
At the reporting date, the Group does not hold any fi nancial assets at fair value through profi t or loss or held-to-
maturity investments.
Available for sale fi nancial assets
Available-for-sale fi nancial assets are non-derivative fi nancial assets that are designated as available for sale or are not
classifi ed in any of the categories of fi nancial assets. Available-for-sale fi nancial assets are recognised initially at fair
value plus any directly attributable transaction costs.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses
and foreign currency differences on available-for-sale debt instruments, are recognised in other comprehensive income
and presented in the fair value reserve in equity. If any evidence of impairment exists, the cumulative loss that was
previously recognised in other comprehensive income is reclassifi ed to profi t or loss. The cumulative loss is measured
as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair
value, less any impairment loss previously recognised in profi t or loss. Changes in impairment provisions attributable to
application of the effective interest method are refl ected as a component of interest income. If, in a subsequent period,
the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an
event occurring after the impairment loss was recognised in profi t or loss, then the impairment loss is reversed. The
amount of the reversal is recognised in profi t or loss. However, any subsequent recovery in the fair value of an impaired
available-for-sale equity security is recognised in other comprehensive income.
When an investment is derecognised, the gain or loss accumulated in equity is reclassifi ed to profi t or loss. Available-
for-sale fi nancial assets comprise equity securities.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
60
2(d) Summary of signifi cant accounting policies (cont’d)
Financial assets (cont’d)
Loans and receivables
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in
an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention
of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the
reporting date which are classifi ed as non-current assets.
Loans and receivables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent
to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less
provision for impairment. The carrying amount of these assets is reduced through the use of an impairment allowance
account which is calculated as the difference between the carrying amount and the present value of estimated future
cash fl ows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off
against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the
same line item in profi t or loss.
Loan and receivables comprise cash and cash equivalents and trade and other receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balances, fi xed deposits and monies held in project accounts.
Share capital
Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issuance of new ordinary shares
are deducted against the share capital account.
Earnings per share
Basic earnings per share is calculated by dividing profi t or loss attributable to ordinary shareholders of the Company by
the weighted average number of ordinary shares outstanding during the year.
Dividends
Final dividends proposed by the directors are not accounted for in shareholders’ equity as an appropriation of retained
profi t, until they have been approved by the shareholders in a general meeting. When these dividends have been
approved by the shareholders and declared, they are recognised as a liability.
Interim dividends are simultaneously proposed and declared, because of the articles of association of the Company
grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised directly as
a liability when they are proposed and declared.
Financial liabilities
The Group’s fi nancial liabilities include bank loans and trade and other payables.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument.
Financial liabilities are derecognised if the Group’s obligations specifi ed in the contract expire or are discharged or
cancelled.
Financial assets and fi nancial liabilities are offset and the net amount presented in the statement of fi nancial position
when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts; and
intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Financial liabilities are initially measured at fair value, and subsequently measured at amortised cost, using the effective
interest method.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
61
2(d) Summary of signifi cant accounting policies (cont’d)
Financial liabilities (cont’d)
Borrowings are recognised initially at fair value of proceeds received less attributable transaction costs, if any.
Borrowings are subsequently stated at amortised cost which is the initial fair value less any principal repayments. Any
difference between the proceeds (net of transaction costs) and the redemption value is taken to profi t or loss over the
period of the borrowings using the effective interest method. The interest expense is chargeable on the amortised cost
over the period of borrowing using the effective interest method.
Borrowings which are due to be settled within 12 months after the reporting date are included in current borrowings
in the statement of fi nancial position even though the original terms were for a period longer than twelve months
and an agreement to refi nance, or to reschedule payments, on a long-term basis is completed after the reporting
date. Borrowings to be settled within the Group’s normal operating cycle are considered as current. Borrowings with
agreements incorporating an overriding repayment on demand clause, which gives the lenders the right to demand
repayment at any time, at their sole discretion and irrespective of whether a default event has occurred are considered
as current. Other borrowings due to be settled more than 12 months after the reporting date are included in non-
current borrowings in the statement of fi nancial position.
Provisions
Provisions are recognised where there is a present obligation (legal or constructive) as a result of a past event, it is
probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. Present obligations arising from onerous contracts are
recognised as provisions.
The directors review the provisions annually and where in their opinion, the provision is inadequate or excessive, due
adjustment is made.
Finance leases
Where assets are fi nanced by lease agreements that give rights approximating to ownership, the assets are capitalised
as if they had been purchased outright at values equivalent to the lower of the fair values of the leased assets and
the present value of the total minimum lease payments during the periods of the leases. The corresponding lease
commitments are included under liabilities. The excess of lease payments over the recorded lease obligations are
treated as fi nance charges which are amortised over each lease to give a constant effective rate of charge on the
remaining balance of the obligation.
The leased assets are depreciated on a straight-line basis over their estimated useful lives as detailed in the accounting
policy on “Property, plant and equipment”.
Operating leases
Where the Group is a lessor
Assets leased out under operating leases are included in investment properties and are stated at fair value and not
depreciated. Rental income (net of any incentives given to lessee) is recognised on a straight-line basis over the lease
term.
Where the Group is a lessee
Rentals payable under operating leases are charged to the profi t or loss 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 benefi t is
from the leased asset are consumed.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
62
2(d) Summary of signifi cant accounting policies (cont’d)
Employee benefi ts
Short-term employee benefi ts
Short-term benefi t obligations, including accumulated compensated absences, are measured on an undiscounted
basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be
paid under short-term cash bonuses if the Group has a present legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be estimated reliably.
Defi ned contribution plans
Contributions to post-employment benefi ts under defi ned contribution plans are recognised as an expense in the
income statement as incurred.
Key management personnel
Key management personnel are those persons having the authority and responsibility for planning, directing and
controlling the activities of the entity. Directors and certain key executive offi cers are considered key management
personnel.
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or
exercise signifi cant infl uence over the other party in making fi nancial and operating decisions. Parties are also
considered related if they are subject to common control or common signifi cant infl uence. Related parties may be
individuals or corporate entities.
Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange
rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting
date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on
monetary items is the difference between amortised cost in the functional currency at the beginning of the fi nancial
year, adjusted for effective interest and payments during the fi nancial year, and the amortised cost in foreign currency
translated at the exchange rate at the end of the fi nancial year.
Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the
exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in
profi t or loss.
Impairment of non-fi nancial assets
The carrying amounts of non-fi nancial assets, other than investment properties and inventories, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s
recoverable amount is estimated.
If it is not possible to estimate the recoverable amount of the individual asset, then the recoverable amount of the cash-
generating unit to which the assets belong will be identifi ed.
For the purpose of assessing impairment, assets are grouped at the lowest levels (cash generating units) for which
there are separately identifi able cash fl ows. As a result, some assets are tested individually for impairment and some
are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to
benefi t from synergies of the related business combination and represent the lowest level within the Group at which
management controls the related cash fl ows.
Individual assets or cash-generating units that include goodwill and other intangible assets with an indefi nite useful
life or those not yet available for use are tested for impairment at least annually or more often if there are indicators of
impairment. All other individual assets or cash-generating units are tested for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
63
2(d) Summary of signifi cant accounting policies (cont’d)
Impairment of non-fi nancial assets (cont’d)
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. The recoverable amount is the higher of fair value, refl ecting market conditions less costs to sell, and value in
use, based on an internal discounted cash fl ow evaluation. Impairment losses recognised for cash-generating units, to
which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment
loss is charged on a pro rata basis to the other assets in the cash-generating unit. With the exception of goodwill, all
assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.
Any impairment loss is charged to profi t or loss unless it reverses a previous revaluation in which case it is charged to
equity.
With the exception of goodwill,
an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount or when there is an indication that the impairment loss recognised for the asset no longer exists or
decreases.
an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined if no impairment loss had been recognised.
a reversal of an impairment loss on a revalued asset is credited directly to equity under the heading revaluation
surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised
in profi t or loss, a decrease in that impairment loss is reversed through profi t or loss.
An impairment loss in respect of goodwill is not reversed, even if it relates to an impairment loss recognised in an
interim period that would have been reduced or avoided had the impairment assessment been made at a subsequent
reporting date.
Derivative fi nancial instruments, including hedge accounting
The Group holds derivative fi nancial instruments to hedge its interest rate risk exposures. Embedded derivatives are
separated from the host contract and accounted for separately if the economic characteristics and risks of the host
contract and the embedded derivative are not closely related, a separate instrument with the same terms as the
embedded derivative would meet the defi nition of a derivative, and the combined instrument is not measured at fair
value through profi t or loss.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profi t or loss as incurred.
Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as
described below.
Cash fl ow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash fl ows attributable to a
particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect
profi t or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive
income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the
derivative is recognised immediately in profi t or loss.
When the hedged item is a non-fi nancial asset, the amount accumulated in equity is included in the carrying amount of
the asset when the asset is recognised. In other cases the amount accumulated in equity is reclassifi ed to profi t or loss
in the same period that the hedged item affects profi t or loss. If the hedging instrument no longer meets the criteria for
hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting
is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is
reclassifi ed in profi t or loss.
Other non-trading derivatives
When a derivative fi nancial instrument is not designated in a hedge relationship that qualifi es for hedge accounting, all
changes in its fair value are recognised immediately in profi t or loss.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
64
2(d) Summary of signifi cant accounting policies (cont’d)
Financial guarantees
The Group has issued corporate guarantees to banks for bank borrowings by its subsidiaries and associates. These
guarantees are fi nancial guarantee contracts as they require the Group to reimburse the banks if the subsidiaries or
associates fail to make principal or interest payments when due in accordance with the terms of their borrowings.
Financial guarantee contracts are initially recognised at fair value and are classifi ed as fi nancial liabilities. Subsequent to
initial measurement, the fi nancial guarantees are stated at the higher of the initial fair value less cumulative amortisation
and the amount that would be recognised if they were accounted for as contingent liabilities. When fi nancial guarantees
are terminated before their original expiry date, the carrying amount of the fi nancial guarantee is transferred to profi t or
loss.
Income taxes
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
fi nancial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial
recognition of an asset or liability in a transaction that is not a business combination and that affects neither accounting
nor taxable profi t, and differences relating to investments in subsidiaries and jointly-controlled entities to the extent that
the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets and they relate to income taxes levied by the same tax authorities on the same taxable entity, or on different tax
entities, provided they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profi ts will be available against which they can be utilised. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefi t will be realised.
Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker has been identifi ed as the Chief Executive Offi cer who makes strategic resources allocation decisions.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
65
2(d) Summary of signifi cant accounting policies (cont’d)
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the rendering of services, net of goods and services tax, rebates and discounts. Revenue is recognised as follows:
Revenue from properties for sale under development
The Group enters into sale and purchase agreement with buyers of its properties prior to completion of construction.
For sales of properties where the control and risk and rewards of the properties are transferred to the buyers as construction progresses, revenue is recognised based on the percentage of completion method. The Group accounts for revenue on its residential properties using the percentage of completion method.
For sales of properties where the control and risk and rewards of the properties are transferred to the buyers in its entirely at a single time (e.g. at completion, upon or after delivery), revenue is recognised when the properties are delivered to the buyers.
Rendering of services
Revenue from hotel operations is recognised over the period in which the services are rendered.
Rental income
Rental income from operating leases on investment properties is recognised on a straight-line basis over the lease term.
Interest income
Interest income is recognised on a time proportion basis using the effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is established.
3 Revenue
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Property development 320,990 138,727
Hotel operations 46,431 50,147
Rental income from investment properties 1,626 1,682
369,047 190,556
4 Goodwill
31 December
2013
31 December
2012
The Group $’000 $’000
Goodwill – 1,672
During the fi nancial year ended 31 December 2013, goodwill of $1,672,000 related to the Hotel Ownership business as a cash-generating unit was written off. Management was of the view that the goodwill should be derecognised following the transfer of the hotel business within Group entities in prior year and the amount had not been material to the fi nancial statements of the Group.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
66
5 Property, plant and equipment
Freehold land Buildings Other assets Total
The Group $’000 $’000 $’000 $’000
Cost
At 1 January 2012 9,302 78,039 7,202 94,543
Additions – 4,400 178 4,578
At 31 December 2012 9,302 82,439 7,380 99,121
Transfer from investment properties (Note 8) – 542 – 542
Additions – 607 7,335 7,942
Disposals – – (7) (7)
At 31 December 2013 9,302 83,588 14,708 107,598
Accumulated depreciation
At 1 January 2012 – 14,637 5,978 20,615
Depreciation for the year – 1,930 429 2,359
At 31 December 2012 – 16,567 6,407 22,974
Depreciation for the year – 1,890 799 2,689
Disposals – – (7) (7)
At 31 December 2013 – 18,457 7,199 25,656
Net book value
At 31 December 2013 9,302 65,131 7,509 81,942
At 31 December 2012 9,302 65,872 973 76,147
Buildings Other assets Total
The Company $’000 $’000 $’000
Cost
At 1 January 2012 – 93 93
Additions – 18 18
At 31 December 2012 – 111 111
Additions – 82 82
At 31 December 2013 – 193 193
Accumulated depreciation
At 1 January 2012 – 30 30
Depreciation for the year – 34 34
At 31 December 2012 – 64 64
Depreciation for the year – 44 44
At 31 December 2013 – 108 108
Net book value
At 31 December 2013 – 85 85
At 31 December 2012 – 47 47
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
67
6 Investments in subsidiaries
31 December
2013
31 December
2012
The Company $’000 $’000
Unquoted equity investments, at cost 47,343 47,343
Details of the subsidiaries are as follows:
Name of subsidiary
Country of
incorporation
Ownership
interest Principal activities
2013 2012
Held by the Company
Roxy-Pacifi c Developments Pte Ltd Singapore 100% 100% Property investment andinvestment holding
Roxy Homes Pte Ltd Singapore 100% 100% Property development
Roxy Land Pte. Ltd. Singapore 100% 100% Property development
RP Properties Pte. Ltd. Singapore 100% 100% Property investment and property development
RP North Pte. Ltd. Singapore 100% 100% Property investment and property development
RH Central Pte. Ltd. Singapore 100% 100% Investment holding
RH Changi Pte. Ltd. Singapore 100% 100% Property development
RL Properties Pte. Ltd. Singapore 100% 100% Investment holding
RP Ventures Pte. Ltd. Singapore 100% 100% Investment holding
RP Changi Pte. Ltd. Singapore 100% 100% Property development
Roxy Hotels Pte. Ltd. Singapore 100% 100% Hotel ownership and development
Roxy Residential Pte. Ltd. Singapore 100% 100% Property development
RP East Pte. Ltd. Singapore 100% 100% Property development
RL Central Pte. Ltd. Singapore 100% 100% Property development
RH East Pte. Ltd. Singapore 100% 100% Property development
RH Mount Sophia Pte. Ltd. Singapore 90% 90% Property development
RL West Pte. Ltd. Singapore 100% 100% Property development
Roxy Capital Pte. Ltd. Singapore 100% – Investment holding
Held by a Subsidiary
RL Developments Pte. Ltd. Singapore 100% 100% Property development
RH Rochor Pte. Ltd. Singapore 90% 90% Property development
RH East Coast Pte. Ltd. Singapore 100% – Property development
RPV Assets Pte. Ltd. Singapore 100% – Property development
RPV Properties Pte. Ltd. Singapore 100% – Investment holding
RH Tampines Pte. Ltd. Singapore 85% – Property development
All subsidiaries were audited by Foo Kon Tan Grant Thornton LLP.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
68
7 Investment in associates
31 December
2013
31 December
2012
The Group $’000 $’000
Unquoted equity investments, at cost 2,465 2,520
Share of post-acquisition profi ts 14,261 4,317
16,726 6,837
Details of the associates are as follows:
Name of subsidiary
Country of
incorporation
Ownership
interest Principal activities
2013 2012
Held by the Group
Mequity (Hillview) Pte Ltd. (1) Singapore 49% 49% Property development
Mequity Two Pte. Ltd. (1) Singapore 45% 45% Property development
70 Shenton Pte. Ltd. (1) Singapore 20% 20% Property development
Mequity Assets Pte. Ltd. (2) Singapore 48% 48% Property development
Mequity Pte. Ltd.(2) Singapore 45% 45% Property development
Mequity West Pte. Ltd. (3) Singapore – 45% Property development
Macly Equity Sdn. Bhd. (4) Malaysia 47% – Property development
Rolex Investments Ltd. (5) Cayman Islands 30% – Investment holding
(1) Audited by Foo Kon Tan Grant Thornton LLP.
(2) Audited by PG Wee Partnership LLP. These associates are not signifi cant as defi ned under Listing Rule 718 of the Singapore
Exchange Listing Manual.
(3) This associate was disposed of on 4 November 2013.
(4) Audited by Guan & Associates (Malaysia). This associate is not signifi cant as defi ned under Listing Rule 718 of the Singapore
Exchange Listing Manual.
(5) Audited fi nancial statements are not required under the laws of the country of incorporation. This associate is not signifi cant as
defi ned under Listing Rule 718 of the Singapore Exchange Listing Manual.
Summarised fi nancial information in respect of the associates is set out below:
31 December
2013
31 December
2012
$’000 $’000
Current Assets 441,526 401,362
Non-Current Assets – –
Total Assets 441,526 401,362
Current Liabilities (316,158) (321,793)
Non- Current Liabilities (82,075) (64,746)
Total Liabilities (398,233) (386,539)
Net Assets 43,293 14,823
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
69
7 Investment in associates (cont’d)
Year ended
31 December
2013
Year ended
31 December
2012
$’000 $’000
Revenue 35,380 14,588
Expenses (934) (2,728)
Profi t before tax 34,446 11,860
Tax expense (5,359) (2,440)
Profi t after tax 29,087 9,420
8 Investment properties
31 December
2013
31 December
2012
The Group $’000 $’000
At 1 January 61,247 44,692
Additions – 1,002
Transfer to property, plant and equipment (Note 5) (542) –
Fair value gain recognised in profi t or loss 7,282 15,553
At 31 December 67,987 61,247
The fair value of the investment properties is determined by an independent fi rm of professional valuers who has
appropriate recognised professional qualifi cation and recent experience in the location and category of the investment
properties being valued.
The fair value is based on the market value, being the estimated amount for which a property could be exchanged on
the date of valuation between a willing buyer and a willing seller in an arm’s length transaction.
The valuation is based on direct comparison method and capitalisation approach in arriving at the fair value of the
properties. The direct comparison method involves the analysis of comparable sales of similar properties and adjusting
the sale prices to that refl ective of the investment properties. The capitalisation approach takes into consideration the
estimated net rent at a capitalisation rate applicable to the nature and type of asset in question.
The investment properties are leased to third parties under operating leases. The investment properties are mortgaged
to secure bank loans (Note 17).
The following amounts are recognised in profi t or loss:
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Rental income (Note 3) 1,626 1,682
Direct operating expenses (558) (497)
1,068 1,185
Investment properties as at 31 December 2013 are as follows:
Location Property name Description
Total net
lettable area
(square meters)
Tenure
(Years)
50 East Coast Road,
Singapore 428769
Roxy Square
Shopping Centre
48 shop units 2,320 Freehold
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
70
9 Properties for sale under development
31 December
2013
31 December
2012
The Group $’000 $’000
Land cost 753,663 547,761
Development expenditure 156,571 95,760
910,234 643,521
Attributable profi t 99,785 46,343
1,010,019 689,864
Progress billings (322,936) (234,057)
687,083 455,807
Loan interest capitalised as cost of development properties during the year 8,740 5,223
Properties for sale under development are mortgaged as security in respect of the bank loans (Note 17).
Properties for sale under development as at 31 December 2013 are as follows:
Location
(Singapore) Project name Description
Stage of
completion
Expected
date of
completion
Approximate
land area
(square meters)
Gross
fl oor area
(square meters)
Group’s
effective
interest in
the property
Tenure
(Years)
Properties under development
18 Lorong 102
Changi
18 Jupiter 53 apartment units 97% Jan 14 1,857 2,600 100% Freehold
9/11 Yio Chu Kang
Road
Space@Kovan 140 apartment
units and 56
commercial units
55% Dec 16 3,767 11,300 100% Freehold
18 Spottiswoode
Park Road
Spottiswoode
18
251 apartment
units
76% Dec 15 4,030 11,285 100% Freehold
80 Changi Road Centropod@
Changi
106 shop units,
9 restaurants and
75 offi ces
46% Dec 15 2,587 7,761 100% Freehold
103 Lorong N
Telok Kurau
Treescape 30 apartment units 68% Feb 16 1,313 1,839 100% Freehold
131 Mackenzie
Road
The MKZ 42 apartment units 40% Jun 17 1,198 2,516 100% Freehold
1, 3, 5, 7, 9
Lew Lian Vale
Jade
Residences
171 apartment
units and
2 shop units
2% Dec 17 8,585 12,236 100% Freehold
332, 332A, 334,
334A Pasir Panjang
Road
Whitehaven 120 apartment
units & 1 shop
2% Dec17 6,008 8,411 100% Freehold
14 Adis Road LIV on Sophia 64 apartment units * Jun 18 1,630 3,423 90% Freehold
9 Wilkie Terrace LIV on Wilkie 81 apartment units * Jun 19 2,093 4,396 90% Freehold
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
71
9 Properties for sale under development (cont’d)
Location
(Singapore) Project name Description
Stage of
completion
Expected
date of
completion
Approximate
land area
(square meters)
Gross
fl oor area
(square meters)
Group’s
effective
interest in
the property
Tenure
(Years)
Land held for development
134B Lorong K
Telok Kurau,
Singapore
Sunnyvale
Residences
30 apartment
units
* Jun 18 2,152 3,012 100% Freehold
111 Tampines
Road, Singapore
TRILIVE 222 apartment
units &
2 shop units
* # 7,419 15,580 85% Freehold
Lot 3370, Section
41, Jalan Dewan
Sultan Sulaiman,
Kuala Lumpur,
Malaysia
# # * # 5,958 64,910 47% Freehold
* Construction of these properties has yet to commence as of 31 December 2013.
# Project details of these properties have yet to be determined as of 31 December 2013.
10 Inventories
31 December
2013
31 December
2012
The Group $’000 $’000
Hotel supplies, at cost 121 134
11 Trade receivables
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Trade receivables 28,799 22,369 13 17
Accrued receivables 11,133 1,716 – –
Impairment losses (39) (12) – –
39,893 24,073 13 17
Movements in trade receivables impairment loss:
At 1 January 12 14 – –
Impairment loss recognised 27 12 – –
Amounts written back – (14) – –
At 31 December 39 12 – –
Trade receivables are granted credit terms of 30 (2012: 30) days. The Group and Company do not require collateral in
respect of trade receivables.
Trade receivables are denominated in Singapore dollars.
Accrued receivables represent the remaining balance of proceeds from sales of development properties to be billed.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
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11 Trade receivables (cont’d)
The ageing analysis of trade receivables, which are not impaired is as follows:
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Not past due 39,128 23,176 13 –
Past due not more than 3 months 687 799 – –
Past due more than 3 months but less than
6 months 78 4 – 2
Past due more than 6 months – 94 – 15
39,893 24,073 13 17
12 Other receivables
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Amounts due from subsidiaries (non-trade) – – 108,590 45,736
Advances to associates 46,498 29,495 – 5
Deposits 164 11,745 8 24
Prepayments 609 246 21 31
Advances to contractors 708 724 – –
Fixed deposit interest receivable 241 184 145 89
Others 206 229 1 1
48,426 42,623 108,765 45,886
Impairment losses (60) (106) – –
48,366 42,517 108,765 45,886
Movements in other receivables impairment loss:
At 1 January – – –
- Advances to an associate 46 220 – –
- Others 60 60 – –
106 280 – –
Impairment loss reversed
- Advances to an associate (46) (174) – –
(46) (174) –
At 31 December
- Advances to an associate – 46 – –
- Others 60 60 – –
60 106 – –
The non-trade amounts due from subsidiaries comprise mainly advances and management fees charged by the
Company.
Amounts due from subsidiaries and advances to associates are unsecured, interest-free and repayable on demand.
Other receivables are denominated in the following currencies:
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
73
12 Other receivables (cont’d)
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Singapore dollar 20,280 42,517 108,765 45,886
Malaysian Ringgit 19,742 – – –
Hong Kong dollar 8,344 – – –
48,366 42,517 108,765 45,886
13 Project accounts
The project accounts consist of monies held under the Housing Developers (Project Account) Rules 1997 from which
withdrawals are restricted to payments for costs incurred on properties under development for sale. These monies are:
31 December
2013
31 December
2012
The Group $’000 $’000
Cash at bank 101,605 31,534
Fixed deposits 89,500 100,000
191,105 131,534
Balances held in the project accounts are denominated in Singapore dollars.
At the reporting date, the weighted average interest rate of the fi xed deposit for the year was 0.141% (2012: 0.099%)
per annum.
14 Cash and bank balances
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Cash and bank balances 89,589 75,354 38,536 45,249
Fixed deposits 73,510 46,329 46,313 17,635
Fixed deposits, pledged 415 799 – –
163,514 122,482 84,849 62,884
Cash and bank balances are denominated in Singapore dollars.
At the reporting date, the weighted average interest rate for these fi xed deposits of the Group and the Company was
0.375% (2012: 0.581%) and 0.515% (2012: 0.742%) per annum, respectively.
Cash and bank balances in the consolidated statement of cash fl ows comprise:
31 December
2013
31 December
2012
The Group $’000 $’000
Cash and bank balances 163,514 122,482
Project accounts (Note 13) 191,105 131,534
354,619 254,016
Fixed deposits pledged # (415) (799)
354,204 253,217
# Fixed deposits are pledged to secure banker guarantees in respect of utilities and operating leases.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
74
15 Share capital
31 December 2013 31 December 2012
The Company
Number of
Shares $’000
Number of
Shares $’000
Ordinary shares issued and fully paid, with
no par value
At 1 January 954,840,000 47,399 636,560,000 47,399
Issue of bonus shares 238,709,994 – 318,280,000 –
At 31 December 1,193,549,994 47,399 954,840,000 47,399
On 3 May 2012, the Company allotted and issued 318,280,000 bonus shares (the “bonus issue). The basis of the
bonus issue was one bonus share for every two existing ordinary shares held by the shareholders of the Company.
On 24 September 2013, the Company allotted and issued 238,709,994 bonus shares (the “bonus issue”). The basis of
the bonus issue was one bonus share for every four existing ordinary shares held by the shareholders of the Company.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at shareholder meetings of the Company. All shares rank equally with regard to the Company’s residual
assets.
16 Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale fi nancial assets until the
investments are derecognised or impaired.
17 Bank loans
The Group The Company
Year of
31 December
2013
31 December
2012
31 December
2013
31 December
2012
Maturity $’000 $’000 $’000 $’000
Non-current liabilities
Bank loans (secured)
- Repayable after one year 2016 to
2037 113,733 77,481 – –
Current liabilities
Bank loans (secured)
- Repayable within one year or
less, or on demand 2014 277,727 203,819 – –
- Repayable after one year, but
within the normal operating cycle
2015 to
2017 485,414 326,069 – –
Bank loans (unsecured)
- Repayable within one year or less,
or on demand 2013 4,000 4,000 4,000 4,000
767,141 533,888 4,000 4,000
Total loan borrowings 880,874 611,369 4,000 4,000
The bank loans are denominated in Singapore dollars.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
75
17 Bank loans (cont’d)
At the reporting date, the bank loans bear interest at varying rates from 1.27% to 2.67% (2012: 1.30% to 2.98%) per
annum. Interest is re-priced between 3 to 12 months.
The bank loans are secured by: freehold land and buildings (Note 5), investment properties (Note 8), and properties for
sale under development (Note 9).
The Company has provided guarantees to banks in respect of loan facilities granted to subsidiaries amounting to
$1,217,094,000 (2012: $908,966,000). At the reporting date, the amount of the loan drawdown under the facilities was
$876,874,000 (2012: $607,369,000). The current interest rates charged by the lenders on the loans to subsidiaries are
at market rates and are consistent with the borrowing costs of the subsidiaries without corporate guarantees.
18 Deferred tax liabilities
Deferred tax liabilities are attributable to the following:
31 December
2013
31 December
2012
The Group $’000 $’000
Properties for sale under development 14,613 6,766
Property, plant and equipment 4,783 5,410
19,396 12,176
Movement in temporary differences during the year
Year ended Year ended
31 December
2013
31 December
2012
The Group $’000 $’000
Deferred tax liabilities:
At 1 January 12,176 15,079
Recognised in profi t or loss (Note 25):
- Properties for sale under development 7,847 (1,996)
- Property, plant and equipment (627) (907)
7,220 (2,903)
At 31 December 19,396 12,176
19 Trade payables
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Trade payables 12,984 3,939 97 335
Retention sums payable 7,218 5,649 – –
20,202 9,588 97 335
Trade payables have credit terms between 30 to 60 (2012: 30 to 60) days. Trade payables and retention sums payable
are dominated in Singapore dollars.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
76
20 Other payables
The Group The Company
31 December
2013
31 December
2012
31 December
2013
31 December
2012
$’000 $’000 $’000 $’000
Amounts due to subsidiaries (non-trade) – – 135,091 43,511
Accrued directors’ performance bonus 8,560 5,818 – 5,818
Accrued unbilled progress claims from
contractors 2,089 4,806 – –
Accrued construction costs for completed
projects 5,155 3,103 – –
Accrued operating expenses 3,753 3,282 192 174
Accrued payroll and related expenses 2,606 2,407 371 327
Hotel management fees payable 1,565 1,808 – –
Rental deposits received 469 464 – –
Amount due to non-controlling interests
(non-trade) 9,023 1,656 – –
Other deposits received 994 533 – –
Other creditors 921 887 – 1
Interest rate swaps – 306 – –
35,135 25,070 135,654 49,831
Other payables are denominated in Singapore dollars.
The non-trade amounts due to subsidiaries and non-controlling interests comprise mainly advances which are
unsecured, interest-free and repayable on demand.
Details of interest rate swaps at 31 December 2012 were as follows:
The Group The Company
Contractual
notional
amount Fair value
Contractual
notional
amount Fair value
$’000 $’000 $’000 $’000
31 December 2012
Interest rate swaps 27,688 306 – –
The interest rate swaps were entered into by certain subsidiaries to hedge cash fl ow interest rate risk arising from
fl oating rate Singapore dollar bank loans. The interest rate swaps were settled on contractual maturity date on 31
December 2013.
21 Operating segments
For management reporting purposes, the Group is organised into the following reportable operating segments which
are the Group’s strategic business units as follows:
1) Hotel ownership segment relates to ownership of hotel.
2) Property development segment relates to the development of properties for sale.
3) Property investment segment relates to the business of investing in properties to earn rentals and for capital
appreciation.
4) Others relate to corporate offi ce functions.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
77
21 Operating segments (cont’d)
The Group Chief Executive Offi cer (“Group CEO”), who is designated as the Chief Operating Decision Maker, monitors
the operating results of its operating segments for the purpose of making decisions about resource allocation and
performance assessment.
Information regarding the results of each reportable segment is included below. Performance is measured based on
segment profi t before income tax, as included in the internal management reports that are reviewed by the Group CEO.
Segment profi t is used to measure performance as management believes that such information is the most relevant in
evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment
pricing is determined on an arm’s length basis.
The Group’s income taxes are managed on a group basis and are not allocated to operating segments.
Hotel
ownership
Property
development
Investment
property Others The Group
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Revenue
- External 46,431 50,147 320,990 138,727 1,626 1,682 – – 369,047 190,556
Total revenue 46,431 50,147 320,990 138,727 1,626 1,682 – – 369,047 190,556
Segment results 14,921 19,131 91,849 37,490 727 881 (12,445) (8,534) 95,052 48,968
Interest income 1 291 83 59 151 – 460 194 695 544
Sundry rental income – – – 524 – – – – – 524
Reversal of
impairment loss
on advances to
an associate – – 46 174 – – – – 46 174
Forfeited option fee
for aborted property
sales – – 439 317 – – – – 439 317
Finance costs (2,697) (2,145) (2,132) (2,059) (565) (114) (82) (76) (5,476) (4,394)
Fair value gain on
investment
properties – – – – 7,282 15,553 – – 7,282 15,553
Foreign exchange
loss – – (172) – – – – – (172) –
Gain on disposal
of available-for-sale
fi nancial assets – – 596 – – – – – 596 –
Goodwill written off – – – – – – (1,672) – (1,672) –
Fair value (loss)/
gain on interest
rate swaps – – (6) 215 – – – – (6) 215
Share of results of
associates – – 9,944 3,974 – – – – 9,944 3,974
Profi t before taxation 12,225 17,277 100,647 40,694 7,595 16,320 (13,739) (8,416) 106,728 65,875
Other information
Segment assets 95,681 77,426 1,029,063 655,249 89,078 98,653 85,122 92,806 1,298,944 924,134
Total assets 1,298,944 924,134
Segment liabilities 149,809 139,938 739,226 488,762 46,466 6,625 710 10,702 936,211 646,027
Total liabilities 968,975 670,354
Capital expenditure 7,814 4,535 15 6 31 20 82 17 7,942 4,578
Depreciation of
property, plant and
equipment 2,534 2,227 6 6 105 92 44 34 2,689 2,359
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
78
21 Operating segments (cont’d)
The Group’s revenue is solely generated in Singapore. Therefore, no geographical information is presented.
Reconciliations of reportable segment liabilities:
31 December
2013
31 December
2012
The Group $’000 $’000
Total liabilities for reportable segment 936,211 646,027
Current tax liabilities 13,368 12,151
Deferred tax liabilities 19,396 12,176
Total liabilities 968,975 670,354
22 Other income
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Interest income 698 544
Management fees charged to an associate 120 120
Income from hotel money exchange operations 21 26
Forfeited option fee for aborted property sales 439 317
Reversal of impairment loss on advances to an associate 46 174
Management fees charged to entities in which certain directors have fi nancial
interest – 5
Management fees charged to shareholder – 2
Sundry rental income# – 524
Gain on disposal of available-for-sales fi nancial assets 596
Others 111 28
2,031 1,740
# The Group acquired properties for re-development. Prior to commencement of development of properties, rental income
earned from on-going operating leases of the properties is included within other operating income.
23 Finance costs
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Interest expense on bank loans 5,356 4,236
Loan commitment fees 120 158
5,476 4,394
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
79
24 Profi t before taxation
Year ended
31 December
2013
Year ended
31 December
2012
The Group Note $’000 $’000
Profi t before taxation is arrived at
after charging:
Directors fees 156 156
Depreciation of property, plant and equipment 5 2,689 2,359
Fair value loss/(gain) on interest rate swaps 6 (215)
Bad debts written off (trade) 15 4
Impairment loss on trade receivables, net 11 27 (2)
Staff costs
Directors
- Salaries and other related costs 10,159 7,426
- Central Provident Fund (“CPF”) contributions 63 63
Key Management Personnel (other than Directors)
- Salaries, wages and other related costs 878 778
- CPF contributions 52 49
Other than directors and key management personnel:
- Salaries, wages and other related costs 9,973 9,324
- CPF contributions 864 820
- other personnel expenses 1,376 1,279
23,365 19,739
And crediting:
Reversal of impairment loss on advances to an associate 46 174
25 Tax expense
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Current tax expense
- Current year 9,838 9,546
- Adjustments for prior years (2,579) 930
7,259 10,476
Deferred tax expense
- Origination and reversal of temporary differences 5,916 (506)
- Adjustments for prior years 1,304 (2,397)
7,220 (2,903)
14,479 7,573
Reconciliation of effective tax rate
Profi t before taxation 106,728 65,875
Tax at statutory rate of 17% (2012: 17%) 18,144 11,199
Expenses not deductible for tax purposes 605 485
Income not subject to tax (2,995) (2,644)
Adjustment for prior years (1,275) (1,467)
14,479 7,573
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
80
26 Earnings per share
The basic earnings per share is calculated by dividing the profi t attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the fi nancial year. The Company did not have any stock options
or dilutive potential ordinary shares during the years ended 31 December 2012 and 2013.
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Total comprehensive income attributable to shareholders ($’000) (A) 92,217 58,447
Number of ordinary shares in issue at 1 January (‘000) 954,840 954,840
Effect of bonus issue (‘000) 238,710 238,710#
Weighted average number of ordinary shares in issue during the year (‘000) (B) 1,193,550 1,193,550
Earnings per share - Basic (cents) (A)/(B) 7.73 4.90
Earnings per share - Diluted (cents) 7.73 4.90
# For comparative purposes, the weighted average number of ordinary shares outstanding during the year ended 31 December
2012 was adjusted to take into account the bonus issue on 24 September 2013 in the calculation of basic earnings per share
and diluted earnings per share.
27 Capital commitments
At the reporting date, the Group had the following capital commitments:
31 December
2013
31 December
2012
The Group $’000 $’000
Hotel upgrading – 7,303
28 Operating lease commitments (non-cancellable)
Where Group is the lessee
At the reporting date, the Group was committed to making the following rental payments in respect of operating leases
of offi ce equipment, motor vehicle and car park and warehouse storage with an original term of more than one year:
31 December
2013
31 December
2012
The Group $’000 $’000
Not later than one year 109 120
Later than one year but not later than fi ve years 117 64
226 184
The operating leases expire between August 2014 and November 2018 and contain renewal options.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
81
28 Operating lease commitments (non-cancellable) (cont’d)
Where Group is the lessor
At the reporting date, the Group had the following rentals receivable under non-cancellable operating leases related to
investment properties:
31 December
2013
31 December
2012
The Group $’000 $’000
Not later than one year 1,287 1,123
Later than one year but not later than fi ve years 704 781
1,991 1,904
The operating leases expire between January 2014 and January 2017 and contain renewal options.
29 Signifi cant related party transactions
Other than as disclosed elsewhere in the fi nancial statements, the following are related party transactions entered into
by the Group with related parties at negotiated rates:
Remuneration paid to employees who are related to directors
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Short-term employee benefi ts 208 169
CPF contributions 23 18
231 187
These employees are Teo Kok Thye, Loh Kwang Chew, Cheong Kwai Fun, Phua Lay Leng. Teo Kok Thye and Loh
Kwang Chew are the uncles of four of our Executive Directors, namely Teo Hong Lim, Chris Teo Hong Yeow, Michael
Teo Hong Wee and Teo Hong Hee (the “ Executive Directors”). Cheong Kwai Fun and Phua Lay Leng are cousins of
the Executive Directors.
30 Financial risk management
The Company has documented fi nancial risk management policies. These policies set out the Group’s overall business
strategies and its risk management philosophy. The Group is exposed to fi nancial risks arising from its operations and
the use of fi nancial instruments. The key fi nancial risks include credit risk, liquidity risk and market risk. The Group’s
overall risk management programme focuses on the unpredictability of fi nancial markets and seeks to minimise adverse
effects from the unpredictability of fi nancial markets on the Group’s fi nancial performance.
Credit risk
Credit risk refers to the risk that counterparties may default on their contractual obligations resulting in fi nancial loss to
the Group. The Group’s exposure to credit risk arises primarily from trade and other receivables.
The Group’s objective is to seek continual growth while minimising losses arising from credit risk exposure. For
trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and
obtaining suffi cient security where appropriate to mitigate credit risk. The Group closely monitors and avoid any
signifi cant concentration of credit risk on any of its development properties sold. Contractual deposits are collected
and scheduled progress payments are received from the buyers of properties when due. Title to properties is only
transferred upon full settlement. In addition, receivable balances and payment profi le of the debtors are monitored on
an on-going basis with the result that the Group’s exposure to bad debts is not signifi cant. For other fi nancial assets,
the Group adopt the policy of dealing only with high credit quality counterparties.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
82
30 Financial risk management (cont’d)
Credit risk (cont’d)
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade
and other receivables. The allowance account in respect of trade and other receivables is used to record impairment
losses unless the Group is satisfi ed that no recovery of the amount owing is possible. At that point, the fi nancial asset
is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount
of the impaired fi nancial asset.
At the reporting date, other than as disclosed in Note 11 and Note 12, no allowances for impairment is necessary in
respect of trade and other receivables past due and not past due.
At the reporting date there is no signifi cant concentration of credit risk. The maximum exposure to credit risk is
represented by the carrying amount of each fi nancial asset.
The Company has provide fi nancial guarantees to banks in respect of banking facilities amounting to $1,365,425,000
(2012: $1,065,447,000) granted to subsidiaries and associates. At the reporting date, the Company does not consider
it probable that a claim will be made against the Company under the intra-group fi nancial guarantees.
The cash and cash equivalents are held with banks of good credit ratings.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash fl ows of the Group’s fi nancial instruments will fl uctuate
because of changes in market interest rates.
The Group’s exposure to interest rate risk arises from its variable rate bank loans and fi xed deposits.
Cash fl ow sensitivity analysis for variable rate instruments
A change of 100 basis points (bp) in interest rates on variable rate bank loans and a change of 10 basis points (bp)
in interest rates on fi xed deposits at the reporting date would have increased/decreased profi t or loss before tax and
equity by the amounts shown below.
The magnitude represents management’s assessment of the likely movement in interest rates under normal economic
conditions. This analysis has not taken into account the associated tax effects and assumes that all other variables, in
particular foreign currency rates, remain constant.
Profi t before tax –
increase/(decrease)
Equity –
increase/(decrease)
10 bp*/
100 bp#
10 bp*/
100 bp#
10 bp*/
100 bp#
10 bp*/
100 bp#
Increase decrease increase decrease
The Group $’000 $’000 $’000 $’000
At 31 December 2013
Fixed deposits 73 (73) 73 (73)
Variable rate bank loans (7,903) 7,903 (7,903) 7,903
(7,830) 7,830 (7,830) 7,830
At 31 December 2012
Fixed deposits 47 (47) 47 (47)
Variable rate bank loans (4,275) 4,275 (4,275) 4,275
(4,228) 4,228 (4,228) 4,228
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
83
30 Financial risk management (cont’d)
Interest rate risk (cont’d)
Cash fl ow sensitivity analysis for variable rate instruments (cont’d)
Profi t before tax –
increase/(decrease)
Equity –
increase/(decrease)
10 bp*/
100 bp#
10 bp*/
100 bp#
10 bp*/
100 bp#
10 bp*/
100 bp#
Increase decrease increase decrease
The Company $’000 $’000 $’000 $’000
At 31 December 2013
Fixed deposits 46 (46) 46 (46)
Variable rate bank loans (4) 4 (4) 4
42 (42) 42 (42)
At 31 December 2012
Fixed deposits 18 (18) 18 (18)
Variable rate bank loans (4) 4 (4) 4
14 (14) 14 (14)
* Fixed deposits
# Variable rate bank loans
Currency risk
Currency risk is the risk that the value of a fi nancial instrument will fl uctuate due to changes in foreign exchange rates.
The Group does not have currency risk as all of the Group’s business activities are carried out in their respective
functional currencies.
Market price risk
Market price risk is the risk that the fair value or future cash fl ows of the Group’s fi nancial instruments will fl uctuate
because of changes in market prices.
Market price risk arises from available-for-sale equity securities.
Market price sensitivity analysis
All of the Group and the Company’s equity investments are listed on the Singapore Exchange. For such investments
classifi ed as available-for-sale, a 3% increase in the Straits Times Index at the reporting date would have increased
the Group and the Company’s equity by $55,000 after tax (2012: $42,000); an equal change in the opposite direction
would have decreased the Group and the Company’s equity by $55,000 after tax (2012: $42,000).
Liquidity risk
Liquidity or funding risk is the risk that an enterprise will encounter diffi culty in meeting fi nancial obligations due to
shortage of funds. Liquidity risk may result from an inability to sell a fi nancial asset quickly at close to its fair value.
The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities.
The Group’s objective is to maintain a balance between continuity of funding and fl exibility through the use of stand-by
credit facilities.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
84
30 Financial risk management (cont’d)
Liquidity risk (cont’d)
The table below analyses the maturity profi le of the Group’s and the Company’s fi nancial liabilities based on contractual
undiscounted cash fl ows.
Contractual undiscounted cash fl ows
Carrying
amount Total
Less than
1 year
Between
2 and 5
years
Over
5 years
The Group $’000 $’000 $’000 $’000 $’000
At 31 December 2013
Bank borrowings (Note 17) 880,874 929,813 296,004 558,616 75,193
Trade and other payables (Note 19 and 20) 55,337 55,337 55,337 – –
936,211 985,150 351,341 558,616 75,193
At 31 December 2012
Bank borrowings (Note 17) 611,369 651,216 218,263 356,733 76,220
Trade and other payables (Note 19 and 20) 34,352 34,352 34,352 – –
Interest rate swaps
- outfl ow 306 803 803 – –
- infl ow – (439) (439) – –
646,027 685,932 252,979 356,733 76,220
The Company
At 31 December 2013
Bank borrowings (Note 17) 4,000 4,005 4,005 – –
Trade and other payables (Note 19 and 20) 135,751 135,751 135,751 – –
139,751 139,756 139,756 – –
At 31 December 2012
Bank borrowings (Note 17) 4,000 4,004 4,004 – –
Trade and other payables (Note 19 and 20) 50,166 50,166 50,166 – –
54,166 54,170 54,170 – –
It is not expected that the cash fl ows included in the maturity analysis of the Group and the Company could occur
signifi cantly earlier, or at signifi cantly different amounts.
At the reporting date, the Company does not consider it probable that a claim will be made against under the
intragroup fi nancial guarantees.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
85
31 Fair value measurement
31.1 Fair value measurement of non-fi nancial assets
The carrying amounts of fi nancial assets and liabilities with a maturity of less than one year, (trade and other
receivables, trade and other payables, and amounts owing by/(to) related parties approximate their fair values because
of the short period to maturity.
Fair value hierarchy
The table below analyses fi nancial instruments carried at fair value, by valuation method. The different levels have been
defi ned as follows:
Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 : inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (as is prices) or indirectly (i.e. derived from prices); and
Level 3 : inputs for the assets or liability that are not based on observable market date.
Level 1 Level 2 Level 3 Total
The Group $’000 $’000 $’000 $’000
31 December 2013
Financial assets
Available-for-sale fi nancial assets 2,207 – – 2,207
31 December 2012
Financial assets
Available-for-sale fi nancial assets 1,684 – – 1,684
Financial Liabilities
Interest rate swaps – 306 – 306
Available-for-sale fi nancial assets
The fair values of quoted equity securities are determined by reference to their quoted closing bid price at the reporting
date.
Bank loans
The carrying amounts of the bank loans, whose interest rates are re-priced within 3 to 12 months, approximate their
fair values.
31.2 Fair value measurement of non-fi nancial assets
The following table shows the Levels within the hierarchy of non-fi nancial assets measured at fair value on a recurring
basis at 31 December 2013:
Level 1 Level 2 Level 3 Total
The Group $’000 $’000 $’000 $’000
31 December 2013
Investment properties:
Commercial Shops – – 67,987 67,987
– – 67,987 67,987
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
86
31 Fair value measurement (cont’d)
31.2 Fair value measurement of non-fi nancial assets (cont’d)
Measurement of fair value of non-fi nancial assets
Fair value of the Group’s investment properties is estimated based on appraisals performed by independent,
professionally-qualifi ed property valuers. The signifi cant inputs and assumptions are developed in close consultation
with management. The valuation processes and fair value changes are reviewed by the board of directors and audit
risk management committee at each reporting date.
The appraisal was carried out using a market approach that refl ects observed prices for recent market transactions for
similar properties and incorporates adjustments for differences in location of the unit within the development, fl oor level,
fl oor area and date of transaction amongst other factors affecting value.
The extent and direction of these adjustments depends on the number and characteristics of the observable market
transactions in similar properties that are used as the starting point for valuation. Although these adjustments involve
subjective judgement, management considers that the overall valuation would not be materially affected by reasonably
possible alternative assumptions.
Level 3 fair value measurements
The reconciliation of the carrying amounts of non-fi nancial assets classifi ed within Level 3 is as follows:
Investment
properties
2013
The Group $’000
Balance at 1 January 2013 61,247
Additions –
Transfer to property, plant and equipment (542)
Increase in fair value gain of investment properties 7,282
Balance at 31 December 2013 67,987
32 Capital management
The Group’s objectives when managing capital are:
(a) To safeguard the Group’s ability to continue as a going concern;
(b) To support the Group’s stability and growth;
(c) To provide capital for the purpose of strengthening the Group’s risk management capability; and
(d) To provide an adequate return to shareholders.
The Group regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder
returns, taking into consideration the future capital requirements of the Group and capital effi ciency, prevailing and
projected profi tability, projected operating cash fl ows, projected capital expenditures and projected strategic investment
opportunities. The Group currently does not adopt any formal dividend policy.
The Board of Directors monitors capital based on the net debt to adjusted net assets value ratio. Net debt comprises
total borrowings less cash and cash equivalents. Adjusted net assets value comprises equity attributable to owners
of the Company and the excess of the fair values of the Group’s hotel and offi ce premises over their net book values.
The Group’s hotel and offi ce premises are measured at historical cost. For the purpose of capital management, the
fair values of the Group’s hotel and offi ce premises are used. The fair values of the hotel and offi ce premises are
determined by an independent fi rm of professional valuers.
There were no changes in the Group’s approach to capital management during the year.
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Notes To The Financial Statementsfor the Financial Year Ended 31 December 2013
87
32 Capital management (cont’d)
The Company and its subsidiaries are not subject to externally imposed capital requirements.
31 December
2013
31 December
2012
The Group $’000 $’000
Total borrowings (Note 17) 880,874 611,369
Less: Cash and cash equivalents (Note 14) 354,204 253,217
Net debt (A) 526,670 358,152
Equity attributable to owners of the Company 329,622 253,581
Excess of fair values of hotel and offi ce premises over net book values 441,469 384,532
Adjusted net assets value (B) 771,091 638,113
Net debt to adjusted net assets value ratio (times) (A)/(B) 0.68 0.56
33 Dividends
Year ended
31 December
2013
Year ended
31 December
2012
The Group $’000 $’000
Final dividend paid in respect of the previous fi nancial year of 0.7392 cents
(2012: 1.067 cents) per share, adjusted for the bonus issue 8,823 12,731
Interim dividend paid in respect of the current fi nancial year 0.616 cents
(2012: of 0.536 cents) per share, adjusted for the bonus issue 7,352 6,397
Final proposed dividend in respect of the current fi nancial year of 1.297 cents
(2012: 0.7392 cents) per share, adjusted for the bonus issue 15,480 8,823
The fi nal dividend is proposed by the Directors after the balance sheet date and subject to the approval of shareholders
at the next annual general meeting of the Company.
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Shareholdings Statisticsas at 26 February 2014
88
Issued and Fully Paid-Up Capital - S$47.399 million
Number of Shares - 1,193,549,994
Class of Shares - Ordinary
Voting Rights - One Vote Per Share
Distribution of Shareholdings as at 26 February 2014
Size of Shareholdings
No. of
Shareholders % No. of Shares %
1 - 999 56 3.92 28,180 0.00
1,000 - 10,000 375 26.26 1,961,812 0.16
10,001 - 1,000,000 948 66.39 59,660,433 5.00
1,000,001 and above 49 3.43 1,131,899,569 94.84
Total 1,428 100.00 1,193,549,994 100.00
Percentage of shareholdings in the hands of public (Public Float)
As at 26 February 2014, approximately 22.45% of the Company’s shares are held in the hands of public. Accordingly, the
Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Twenty Largest Shareholders
List of 20 Largest Shareholders as at 26 February 2014
NO. NAME NO. OF SHARES %
1 KIAN LAM INVESTMENT PTE LTD 442,885,750 37.11%
2 SEN LEE DEVELOPMENT 132,993,750 11.14%
3 TEO HONG LIM 109,320,625 9.16%
4 HONG LEONG FINANCE NOMINEES PL 64,728,625 5.42%
5 UNITED OVERSEAS BANK NOMINEES 38,945,125 3.26%
6 CHEONG FUNG FAI 35,923,750 3.01%
7 SUTANTIO 35,546,250 2.98%
8 TJANDRAWATI 33,678,750 2.82%
9 TEO HONG HEE 27,712,500 2.32%
10 TEO KOK LEONG 23,625,000 1.98%
11 LIM SWEE HAH 18,675,000 1.56%
12 TEO KOK THYE 13,125,000 1.10%
13 PHILLIP SECURITIES PTE LTD 11,064,500 0.93%
14 TEO HONG YEOW 10,991,875 0.92%
15 TEO HONG WEE 9,963,750 0.83%
16 BANK OF S’PORE NOMS PTE LTD 9,414,000 0.79%
17 CHEONG KWAI FUN 9,393,750 0.79%
18 CITIBANK NOMS S’PORE PTE LTD 9,101,875 0.76%
19 KOH SENG GEOK (1) 8,763,000 0.73%
20 MAYBANK KIM ENG SECS PTE LTD 8,328,250 0.70%
TOTAL 1,054,181,125 88.32%
(1) Excludes Mr Koh Seng Geok’s 125,000 shares registered in the name of a CPF nominated bank.
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Shareholdings Statisticsas at 26 February 2014
89
Substantial shareholders as shown in the Register of Substantial Shareholders as at 26 February 2014
Number of Shares
Substantial shareholders Direct Interest % Deemed Interest %
Kian Lam Investment Pte Ltd (1) 442,885,750 37.11 132,993,750 11.14
Sen Lee Development Private Limited 132,993,750 11.14 – –
Teo Hong Lim (2) (3) 109,320,625 9.16 586,232,000 49.12
Sutantio (4) 35,546,250 2.98 33,678,750 2.82
Tjandrawati (4) 33,678,750 2.82 35,546,250 2.98
Note:
(1) Kian Lam Investment Pte Ltd (“Kian Lam”) holds more than 50% of the issued share capital of Sen Lee Development Private Limited
(“Sen Lee”) and is deemed to be interested in the shares of the Company held by Sen Lee.
(2) Teo Hong Lim holds more than 20% of the issued share capital of Kian Lam. In this respect, pursuant to Section 7 of the Companies
Act, Cap. 50, Teo Hong Lim is deemed to be interested in the shares of the Company held by Kian Lam and Sen Lee.
(3) 10,352,500 shares held by Teo Hong Lim are registered in the name of a nominee.
(4) Sutantio is the husband of Tjandrawati. Each of them is deemed to be interested in the shares held by each other.
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Notice of Annual General MeetingFinancial Year Ended 31 December 2013
90
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Roxy-Pacifi c Holdings Limited (the “Company”) will be held
at Frankel Room, 3rd Floor, Grand Mercure Roxy Hotel, Marine Parade Road, Roxy Square, Singapore 428769 on Friday, 28
March 2014 at 10.00 a.m. for the following purposes:-
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements of the Company for the fi nancial year ended 31 December 2013
together with the Reports of the Directors and Auditors thereon. (Resolution 1)
2. To declare a Final Dividend (tax exempt one-tier) of 1.297 cents per ordinary share for the fi nancial year ended 31
December 2013. (Resolution 2)
3. To approve Directors’ fees of S$199,320 (2013: S$156,200) for the fi nancial year ending 31 December 2014 and the
payment thereof on a quarterly basis. (Resolution 3)
4. To re-elect Mr Koh Seng Geok (1), a Director retiring under Article 103 of the Articles of Association of the Company.
(Resolution 4)
5. To re-elect Mr Tay Kah Poh (1), a Director retiring under Article 103 of the Articles of Association of the Company.
(Resolution 5)
Mr Tay Kah Poh will, upon re-election as an Independent Director of the Company, remain as a member of the Audit
Risk Management Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual
of the Singapore Exchange Securities Trading Limited (SGX-ST). He will remain as the Chairman of the Nominating and
the Remuneration Committee.
6. To re-appoint Foo Kon Tan Grant Thornton LLP as Auditors of the Company and to authorise the Directors to fi x their
remuneration. (Resolution 6)
Note:
(1) Detailed information on these Directors can be found under ‘Board of Directors’ and ‘Statement of Corporate Governance Report’ in
the Company’s Annual Report 2013.
AS SPECIAL BUSINESS
To consider, and if thought fi t, to pass the following Ordinary Resolution with or without modifi cations:-
7. Authority to allot and issue shares
“That pursuant to Section 161 of the Companies Act, Cap. 50, and the listing rules of the Singapore Exchange
Securities Trading Limited, approval be and is hereby given to the Directors of the Company at any time to such
persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fi t, to:
(a) (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
(ii) make or grant offers, agreements or options that might or would require shares to be issued or other
transferable rights to subscribe for or purchase shares (collectively, “Instruments”) including but not
limited to the creation and issue of warrants, debentures or other instruments convertible into shares;
(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously
issued in the event of rights, bonus or capitalisation issues; and
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Notice of Annual General MeetingFinancial Year Ended 31 December 2013
91
(b) (notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in
pursuance of any Instrument made or granted by the Directors while the authority was in force; provided always
that:
(i) 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) does not exceed fi fty per cent
(50%) of the total number of issued shares excluding treasury shares, of which the aggregate number
of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to
this resolution) to be issued other than on a pro rata basis to shareholders of the Company does not
exceed twenty per cent (20%) of the total number of issued shares excluding treasury shares, and for
the purpose of this resolution, the total number of issued shares excluding treasury shares shall be the
Company’s total number of issued shares excluding treasury shares at the time this resolution is passed,
after adjusting for;
(a) new shares arising from the conversion or exercise of convertible securities, or
(b) new shares arising from exercising share options or vesting of share awards outstanding or
subsisting at the time this resolution is passed provided the options or awards were granted in
compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST, and
(c) any subsequent bonus issue, consolidation or subdivision of the Company’s shares, and
(ii) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force
until the conclusion of the next annual general meeting or the date by which the next annual general
meeting of the Company is required by law to be held, whichever is the earlier.” (Resolution 7)
(See Explanatory Note)
ANY OTHER BUSINESS
8. To transact any other business that may be properly transacted at an Annual General Meeting.
BY ORDER OF THE BOARD
Koh Seng Geok
Executive Director and Company Secretary
Singapore, 13 March 2014
Explanatory Notes on Special Business to be transacted:
Resolution 7, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting
to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate fi fty per cent (50%) of the total
number of issued shares excluding treasury shares of the Company of which the total number of shares and convertible securities issued
other than on a pro rata basis to existing shareholders shall not exceed twenty per cent (20%) of the total number of issued shares excluding
treasury shares of the Company at the time the resolution is passed, for such purposes as they consider would be in the interests of the
Company. The total number of issued shares excluding treasury shares of the Company for this purpose shall be the total number of issued
shares excluding treasury shares at the time this resolution is passed (after adjusting for new shares arising from the conversion of convertible
securities or share options on issue at the time this resolution is passed and any subsequent bonus issues consolidation or subdivision of
the Company’s shares). This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the
Company.
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Notice of Annual General MeetingFinancial Year Ended 31 December 2013
92
Notes:
1. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or two proxies to attend and vote on his
behalf. A proxy need not be a member of the Company.
2. The instrument appointing a proxy must be lodged at the registered offi ce of the Company at 50 East Coast Road #03-11, Roxy
Square Shopping Centre, Singapore 428769 at least 48 hours before the time appointed for the AGM. The sending of a Proxy Form
by a member does not preclude him from attending and voting in person at the AGM if he so wishes. Any appointment of a proxy or
proxies shall be deemed to revoked if a member attends the AGM in person and, in such event, the Company reserves the right to
refuse to admit any person or persons appointed under the Proxy Form to the AGM.
NOTICE OF BOOKS CLOSURE
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of Roxy-Pacifi c Holdings Limited (the
“Company”) will be closed from 8 April 2014 after 5.00 p.m. to 9 April 2014 for the preparation of dividend warrants.
Duly completed registrable transfers received by the Company’s Share Registrar, KCK CorpServe Pte. Ltd. of 333 North
Bridge Road #08-00, KH KEA Building, Singapore 188721 up to 5:00 p.m. on 8 April 2014 will be registered to determine
shareholders’ entitlements to the said proposed fi nal dividend. Members whose securities accounts with The Central
Depository (Pte) Limited are credited with shares at 5:00 p.m. on 8 April 2014 will be entitled to the abovementioned
dividends.
Payment of the proposed dividends, if approved by shareholders at the Annual General Meeting to be held on 28 March 2014
will be paid on 16 April 2014.
BY ORDER OF THE BOARD
Koh Seng Geok
Executive Director and Company Secretary
Singapore, 13 March 2014
ROXY-PACIFIC HOLDINGS LIMITEDCo. Registration No. 196700135Z
(Incorporated in the Republic of Singapore)
PROXY FORMANNUAL GENERAL MEETING
IMPORTANT:
1. For investors who have used their CPF moneys to buy shares in Roxy-Pacifi c Holdings Limited, this Circular is forwarded to them at the request of the CPF Approved Nominees and is sent FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the AGM as OBSERVERS have to submit their requests through their respective Agent Banks so that their Agent Banks may register, in the required format with Company Secretary, by the time frame specifi ed. (Agent Banks: Please see note 8 on the required format). Any voting instructions must also be submitted to their Agent Banks within the time frame specifi ed to enable them to vote on the CPF investor’s behalf.
I/We (Name) (NRIC/Passport Number)
of (Address)
being *a member/members of Roxy-Pacifi c Holdings Limited (the “Company”), hereby appoint:
Name Address
NRIC/
Passport No.
Proportion of
shareholdings to be
represented by proxy (%)
*and/or (delete as appropriate)
as my/our proxy/proxies, to vote for me/us on my/our behalf and, if necessary, to demand a poll at the Annual General
Meeting of the Company to be held at Frankel Room, 3rd Floor, Grand Mercure Roxy Hotel, Marine Parade Road, Roxy
Square, Singapore 428769 on Friday, 28 March 2014 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/
proxies to vote for or against the resolutions to be proposed at the Annual General Meeting as indicated with an “√” in the
spaces provided hereunder. If no specifi ed directions as to voting are given, the proxy/proxies will vote or abstain from voting
at his/their discretion.
Please indicate your vote “For” or “Against” with a tick [√] within the box provided.
No. Ordinary Resolutons For* Against*
Ordinary Business
1. To receive and adopt the Audited Financial Statements of the Company for the fi nancial
year ended 31 December 2013 together with the Reports of the Directors and Auditors’
thereon.
2. To declare a Final Dividend (tax exempt one-tier) of 1.297 cents per ordinary share for
the fi nancial year ended 31 December 20123
3. To approve Directors’ fees of S$199,320 (2013: S$156,200) for the fi nancial year ending
31 December 2014 and the payment thereof on a quarterly basis.
4. To re-elect Mr Koh Seng Geok, a Director retiring under Article 103 of the Articles of
Association of the Company.
5. To re-elect Mr Tay Kah Poh, a Director retiring under Article 103 of the Articles of
Association of the Company.
6. To re-appoint Foo Kon Tan Grant Thornton LLP as Auditors of the Company and to
authorise the Directors to fi x their remuneration.
Special Business
7. To authorise Directors to issue shares pursuant to Section 161 of the Companies Act,
Chapter 50.
*If you wish to exercise all your votes “For” or “Against” the relevant resolution, please tick [√] within the relevant box.
Alternatively, if you wish to exercise your votes for both “For” and “Against” the relevant resolution, please indicate the number
of Shares in the boxes provided.
Dated this day of 2014
Signature(s) of Member(s)/Common Seal
Total Number of Shares Held
Affi x
Postage
Stamp
fold here
The Company Secretary
ROXY-PACIFIC HOLDINGS LIMITED50 East Coast Road #03-11
Roxy Square Shopping Centre
Singapore 428769
fold here
NOTES:
1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies
to attend and vote on his stead. Such proxy need not be a member of the Company.
2. Where a member of the Company appoints two proxies, he shall specify the proportion of his shareholding (expressed as a percentage
of the whole) to be represented by each such proxy.
3. This instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized in writing. Where
the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the
hand of its attorney or duly authorised offi cer.
4. A corporation which is a member of the Company may authorize by resolution of its directors or other governing body such person as it
thinks fi t to act as its representative at the Annual General Meeting, in accordance with its Articles of Association and Section 179 of the
Companies Act, Chapter 50 of Singapore.
5. The instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it is signed,
or notarially certifi ed copy thereof, must be deposited at the registered offi ce of the Company at 50 East Coast Road #03-11, Roxy
Square Shopping Centre, Singapore 428769 not later than 48 hours before the time set for the Annual General Meeting.
6. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register
(as defi ned in Section 130A of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares. If the member
has shares registered in his name in the Register of Members of the Company, he should insert the number of shares. If the member
has shares entered against his name in the Depository Register and shares registered in his name in the Register of Members of the
Company, he should insert the aggregate number of shares. If no number of shares is inserted, this form of proxy will be deemed to
relate to all the shares held by the member of the Company.
7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible
or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed in the instrument
appointing a proxy or proxies. In addition, in the case of members of the Company whose shares are entered against their names in the
Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to
have shares entered against their names in the Depository Register 48 hours before the time appointed for holding the Annual General
Meeting as certifi ed by The Central Depository (Pte) Limited to the Company.
8. Agent Banks acting on the request of CPF investors who wish to attend the AGM as Observers are required to submit in writing, a list
with details of the investors’ name, NRIC/Passport numbers, addresses and numbers of shares held. The list, signed by an authorised
signatory of the Agent Bank, should reach the Company Secretary, at the registered offi ce of the Company not later than 48 hours
before the time appointed for holding the AGM.
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50 East Coast Road #03-11 Roxy SquareShopping Centre Singapore 428769Tel: (65) 6440 9878Fax: (65) 6440 9123Registration Number: 196700135ZWebsite: www.roxypacific.com.sg
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