ANNUAL REPORT 年度报告 / 2009 YANLORD LAND GROUP LIMITED 仁恒置地集团有限公司 Shanghai Yanlord Riverside CIty
ANNUAL REPORT 年度报告 / 2009
YANLORD LAND GROUP L IMITED仁恒置地集团有限公司
Shanghai Yanlord Riverside CIty
CONTENTS
31 Development Schedule Summary
34 Our Project Showcase
42 Board Of Directors
46 Key Management
30 Financial Highlights
12 Operations Review
26 Operational Highlights
20
业务回顾
01 About Yanlord / Mission Statement
04 Chairman’s Statement
08
主席致词
Shanghai Yanlord Riverside CIty
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
Managing with benevolence and integrity, achieving perpetuity through perseverance
MISSION STATEMENT
Yanlord develops high quality properties that distinguish themselves amidst the localities that they are in. Properties developed by our company are characterised by outstanding architectural design and quality construction. With a track record in developments located at prime locations, our brand name, just like the properties we build, is an icon in itself.
ABOuT YANlORD
01
With an established track record for excellence, we continue to set our sights on developing internationally recognized developments that surpass customer expectations.
Clear Vision
Nanjing Yanlord Yangtze Riverbay Town
financial crisis. In 2009, the positive business sentiments further complimented our successful business strategies propelling our full year performance to a record high. Driven by the strong market demand and continued support from customers for the Group’s quality developments in the pRC, the Group has achieved combined recognized revenue in FY2009 and pre-contracted sales as at 31 December 2009 of S$2.8 billion.
Bolstered by significant growth in gross floor area (“GFA”) delivered and higher average selling price (“ASp”) per square metre (“sqm”) achieved, revenue for the year surged 58.8% to S$1.6 billion in FY2009 from S$1.0 billion in FY2008. underlined by this significant revenue growth, profit for the year and profit attributable to equity holders of the Company rose to S$435.6 million and S$325.4 million respectively.
Reflecting the continued market support for Yanlord’s high-end fully fitted apartments, the Group’s key development, Yanlord Riverside City in Shanghai, topped the Shanghai single project sales chart in the “Top Real estate Development Sales listings of 2009 in 10 Major Cities” survey jointly released by the China Real estate Information Corporation, Shanghai e-House Real estate Research Institute and China Real estate Appraisal on 11 January 2010, for the third consecutive year. Similarly, the Group’s latest development, Yanlord Yangtze Riverbay Town (formerly known as Yanlord Yangtze Riverside City) in nanjing clinched the top honours on the nanjing 2009 single project sales chart while the Group’s Tianjin Yanlord Riverside plaza which was launched in August 2009, was ranked within the Top 10 development sales for Tianjin.
Dear Shareholders It is with great pleasure that I present to you Yanlord land Group limited’s (“Yanlord” and together with its subsidiaries, the “Group”) annual report for the financial year ended 31 December 2009 (“FY2009”).
2009 was a significant year of opportunities and change as global leaders actively rolled out stimulus packages to avert a potential economic meltdown arising from the financial crisis of 2008. While full recovery of the global economy remains on the horizon, the strong recovery of the pRC economy following the key stimulus packages introduced by the pRC central government has served to pave the way for a full fledged recovery of the global economic health. Driven by strong incentives from the central government including relaxation of credit policies and tax incentives targeted at boosting home ownership and domestic consumption, the pRC real estate sector witnessed a significant and sustained rebound in trade volumes and contracted prices. Building on our management team’s keen understanding of market trends and core competitive advantages, Yanlord has risen beyond the wave of positive market sentiments to report yet another year of exceptional growth.
Achievements and Highlights for the Year
Stellar Performance in Traditional SegmentsDevelopment of large-scale international residential projects remains the core of Yanlord’s traditional business segments. leveraging on our competitive advantages, we were able to buck market trends in 2008 to post a year of stable growth despite the
2009 marks another stellarperformance for Yanlord.
Our 58.8% increase in revenue attest to the Group’s position as a leading developer in the PRC.
04
CHAIRMAN’S STATEMENT
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
CHAIRMAN’S STATEMENT
MR. ZHONG SHENG JIANCHAIRMAn AnD Ceo
钟声坚 先生
集团董事局主席兼总裁
pRoFIT ATTRIBuTABle To eQuITY HolDeRSoF THe CoMpAnYJuMpS
05
44.1% To
s$325.4MIllIon
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
The Group’s investment property portfolio is expected to generate stable rental income from 2010In addition to the development and sale of high-end residential projects, the Group has initiated the strategic creation of a sizable investment property portfolio for recurring rental income. Building on our earlier successes with hospitality services in Nanjing Frasers Suites, we have actively sought strategic partners such as Frasers Hospitality to manage and promote our serviced residences and hotels. To futher enhance the stable development of our retail investment properties, we have signed key tenancy agreements with many global retailers including Lotte Group, LVMH and the Richemont Group.
2010 will mark a significant year of development for our investment property portfolio segment and represents a culmination of our efforts as yet another project, Chengdu Yanlord Landmark opens its doors. With a total GFA of approximately 165,000 sqm, the fully integrated Yanlord Landmark will feature a high-end retail mall offering internationally renowned brands such as Christian Dior, Hugo Boss, Louis Vuitton and Prada. With the official opening slated in the later part of 2010, Yanlord Landmark is expected to contribute positively to the Group’s future rental income streams.
Shareholders would also be pleased to note that construction of the retail mall at the Tianjin Yanlord Riverside Plaza is nearing completion. With the progressive completion of our key investment properties across the PRC, I am confident that contributions from our investment property portfolio will record a steady growth and become a stable revenue income stream that will complement our other key business segments.
Strategic initiative to extend business modelIn 2009, the Group initiated a strategic breakthrough in its traditional business model. Building on our extensive track record for developing large-scale international residential developments, Yanlord extended its presence into the primary land development and management of urban townships. Under the auspices of the Singapore Ministry for Trade and Industry as well as the Jiangsu provincial government, the Group had in May 2009, led a consortium of key Singapore enterprises which included, Sembcorp Industrial Parks Ltd. and Surbana Land Pte. Ltd. to
enter into a collaborative agreement with a Nanjing government owned enterprise to jointly engage in the primary development of the 15.0 square kilometers, Sino-Singapore Nanjing Eco High-Tech Island in Nanjing, PRC. A key initiative under the Singapore-Jiangsu Cooperation Council, the Sino-Singapore Nanjing Eco High-Tech Island seeks to further deepen the ties between the two countries and is based on a shared vision to amalgamate the continued quest for technological development and an efficient use of our natural resources.
In addition to the above, Yanlord entered into a memorandum of understanding with the Tangshan Nanhu Eco-City Administrative Committee to explore joint investment and development of a high-end residential development within the Nanhu Eco-City through its joint venture company with HB Investments (China) Pte. Ltd., Yanlord Ho Bee Investments Pte. Ltd.. Building on these new initiatives, we hope to develop new growth drivers that will further enhance Yanlord’s long-term development.
Sustained growth of landbank to lay foundation for future developmentThe accumulation of prime development land parcels at economically viable valuations remains a key function to the sustained development of the Group. In 2009, strong demand in the real estate sector drove prices of new land tenders to record highs as developers actively sought opportunities to further enhance their holdings. Adopting a prudent and calculated approach to land acquisition, we conducted comprehensive feasibility studies on various opportunities. I am pleased to report that in 2009 and early 2010, Yanlord has successfully completed four new land acquisitions through public tenders.
In September 2009, we completed the strategic acquisition of four prime residential development sites with a total planned GFA of approximately 162,074 sqm in Waigaoqiao District, Pudong, Shanghai. Sited next to an earlier land parcel which we acquired in 2008, these two acquisitions with a combined GFA of approximately 320,000 sqm will provide the Group with greater scalability in the development of a large-scale international residential project. In December 2009, the Group successfully extended its presence in Chengdu through the acquisition of a prime 390,658 sqm GFA land parcel.
CHAIRMAN’S STATEMENT
10 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
06
Subsequent to the end of 2009, the Group, in January 2010, successfully acquired a prime development site in Sanya, Hainan. Sited along the picturesque Hai Tang Bay, this new site offers an unobstructed seafront and will be developed into serviced residences and a five-star hotel which will contribute positively to the development of the Group’s investment property portfolio. In February 2010, the Group further enhanced its presence in Shanghai with the successful acquisition of a prime residential site in Qingpu District, Shanghai. Sited in close proximity to the Hongqiao business district, the area has been earmarked by the Shanghai municipal government to be part of the Greater Hongqiao commercial area initiative and presents a unique opportunity for investment in large-scale high quality residential developments amidst the growing scarcity of sizable prime residential development sites within Shanghai’s city centre.
Business Outlook
Despite volatilities in the global economy and uncertainties in the PRC government’s credit policies, the Group remains confident about the long term potential of the PRC real estate sector. With the growing maturity and sophistication of PRC home owners, the real challenge for any real estate developer will be the ability to satisfy the changing demands of its clients. Adhering to our corporate
philosophy of “developing land with devotion and building quality homes with passion”, we will increase our focus on research and development as well as process enhancements to ensure that the quality of our developments will continue to exceed the demands of our discerning customers and further enhance our position as a leading developer within the PRC high quality real estate sector.
Capitalising on our experienced and dedicated management team, robust landbank holdings and core competencies in the development of quality residential apartments in prime locations within high growth PRC cities, we will continue to seek out new opportunities to further enhance our market presence thereby ensuring the sustained development of our core business segments and our future financial performance.
Appreciation
The Group’s stellar performance would not be possible without the support of our loyal shareholders. In appreciation for your trust and support, the Board of Directors has proposed a first and final dividend of 1.68 Singapore cents per share. Building on the momentum we achieved in FY2009, we will continue to utilise our competitive edge to extend our foothold in the PRC property sector and further enhance shareholder value.
07
Tianjing Yanlord Riverside Plaza
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
尊敬的各位股东:
2009年是世界金融危机发生之后,各国政府普遍采取刺激政策,以
挽救和复苏经济的关键一年。虽然世界经济的整体复苏还有待时
日,但中国经济凭借庞大的国内市场与强劲的政府推动率先从世
界金融危机中复苏,其中房地产业的复苏最为迅速。在信贷、税
务、产业等政策的强劲刺激下,地产业在一年之内经历由低谷向
高峰的演变。在宏观和市场形势趋好的大背景下,仁恒自然也获
得了更加骄人的业绩。在此,本人将集团2009年的经营业绩向各
位股东作一简要汇报。
一、成绩与评估:
传统业绩创历史新高
开发成片国际社区是仁恒的传统业务,也是占比最大的业务部
分。2008年即使在市场形势不太好的情况下,仁恒仍然取得了比
较突出的销售业绩,在形势大好的2009年,传统业务当然更上一
层楼。集团销售面积、平均售价与利润水平等诸项指标均创历史
新高,集团2009年营业收入加上截止2009年底的预售合同金额达
到新币28亿元。全年营业收入接近新币16亿元,同比2008年增长
58.8%,达到上市以来最高水平。在此基础上,集团全年净利润
为新币4.36亿元,公司股东权益的净利润达到新币3.25亿元,亦
创下历史新高。
2009年集团分布在中国各城市的在售楼盘销售价格全面提升。
2010年1月11日,中国房产信息集团、上海易居房地产研究院、中
国房地产测评中心发布统计数据显示,上海仁恒河滨城连续第三年
成为上海房产项目销售冠军;南京仁恒江湾城成为南京市房产项目
2009年度销售冠军;同样喜人的是,集团在华北的首个项目——天
津仁恒海河广场於2009年8月起售,销售不足半年便跻身天津市房产
项目销售十强。仁恒的物业产品在各地都得到了消费者的追捧。
投资商业性物业逐渐崛起,2010年起将为集团贡献稳定租金收入
除了开发国际社区和销售住宅性楼盘外,发展投资商业类物业,
创造稳定租金收入是集团长期发展战略的重要组成。为此,集团
已开始商业性物业的开发和经营,2010年是仁恒投资类物业发展
的重要一年。到目前为止,集团已有的各类投资物业均有较高的
出租率。为实现投资类物业长期稳定的发展,集团已经与辉盛酒
店管理集团建立了委托管理的合作关系, 同时也引进了国际知名企
业LVMH集团、历峰集团、及乐天集团旗下的多个世界一流品牌。
集团位于成都的仁恒置地广场在2010年内将全面投入使用,该项
目建筑面积约16.5万平方米,包括零售商场,将成为中国西部首
屈一指的综合性商业建筑,并开始为集团贡献稳定租金收益。与
此同时,集团位于天津的购物中心建设已进入竣工阶段。未来数
年,随着上述项目竣工并投入使用,集团的物业出租收入将更加
稳健,仁恒的品牌价值也将有极大的提升。
发展模式取得战略性跨越,仁恒站上了新的制高点
2009年,仁恒在发展模式上取得了战略性的突破,我们迈出了从
营造国际社区到推动大型城区开发的实质性步伐。在新加坡贸工部
和中国江苏省政府的全力支持下,2009年5月,集团牵头盛邦置业
私人有限公司、胜科工业园有限公司与中国江苏省南京市有关国有
企业组成合资公司,共同从事南京市江心洲15平方公里的一级土地
开发。该项目规模大,定位高,是新加坡-江苏合作理事会框架下
的重要合作项目。 2009年10月15日 集团联合新加坡和美集团与河
北省唐山南湖生态城管理委员会签署“唐山-新加坡生态城战略合
作框架协议”。凭借新的发展模式,仁恒将实现自我提升。
土地储备稳步扩张,为可持续发展奠定了坚实的基础
2009年中国土地市场炙手可热,成交均价屡创新高。集团遵循审慎
原则,在缜密分析的基础上,于2009年及2010年初,共完成4次土地
竞购。其中2009年9月在上海浦东购入森兰外高桥地块,建筑面积超
过16.2万平方米,与2008年购入的地块合并后总建筑面积达到32万
平方米,具备建设大规模国际化社区的良好条件;2009年12月,集
团在成都摘取优质地块,可开发面积为39.1万平方米;2010年1月,
集团购得海南省三亚市海棠湾地块,于海南国际旅游度假岛开发启
动之年完成布局;2010年2月,集团在上海竞得了紧邻虹桥商务区
的徐泾镇地块,仁恒在上海的发展有了更大的空间。
二、未来打算和展望
随着中国经济的发展和高端客户的日益壮大,仁恒的潜在客户也不断
增加。面对多变的政策及市场环境,我们将把持一贯的运作方针,着
重于优质楼盘的开发来促进我们核心业务的持续发展,并满足我们客
户的需求。仁恒是一家跨区域、跨城市、跨业态开发经营的企业,历
经多次市场起伏,我们建立了一支优秀的管理团队,并以”善待土
地、用心造好房”作为自己持续追求的目标和不懈奋斗的动力。
虽然中国房地产业近期由于宏观调控的影响,出现不稳定因素,但我
们仍然看好中国房地产业的长远发展。我们将继续产品的研发,精
益求精,继续超越消费者日益增加的要求。同时我们也会利用我
们优秀的管理团队,优质的土地储备,开发优质产品的核心竞争
能力,以及良好的物业服务管理,持续增加我们的市场占有率,
把集团未来的发展带向另一高峰。
三、致谢
仁恒能有今天的成绩,是股东们关心和支持的结果。在此,我向
广大股东致以崇高的敬意和衷心的感谢。为了答谢诸位对集团
的支持,集团董事局建议派发新币1.68仙为每股的首次及末期股
息。感谢大家对我的信任,对管理层的信任。我和我的团队会更
加努力,以股东的长期利益为准绳,严格管理和要求,做出更好
的成绩回报所有股东。
主席致辞
08 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
公司股东权益净利润
上涨 44.1%达新币 3.25 亿元
Nanjing Yanlord International Apartments Tower B
09
We continue to develop prime residential and commercial projects. Underscored by our key strategy to develop a robust investment portfolio, we successfully broke ground at Zhuhai Yanlord Marina Centre and launched Phase 1 of our Tianjin Yanlord Riverside Plaza in 2009
Building Landmarks
Tianjing Yanlord Riverside Plaza
Building on key strengths such as an in-depth understanding
of the PRC real estate industry, strong brand equity and an
integrated product chain, we have stayed at the forefront of
the PRC recovery cycle and reaped the benefits of the strong
domestic economic growth. Reflecting this strong performance,
the Group’s recognised revenue in FY2009 coupled with pre-
contracted sales achieved as at 31 December 2009 totaled
S$2.8 billion.
Bolstered by significant growth of 33.5% in GFA delivered and 13.7%
in ASP per sqm achieved to 381,597 sqm and RMB19,658 per sqm
respectively, revenue for the year surged 58.8% to approximately
S$1.6 billion in FY2009 from S$1.0 billion in FY2008.
As of 31 December 2009, the Group’s total pre-contracted sales amounted
to approximately S$1.2 billion. Total pre-contracted sales included S$1.0
billion of advances received and the balance in pre-sale proceeds that will
be collected in subsequent financial periods.
In line with the increase in revenue, gross profit and profit attributable to
equity holders of the Company grew 59.6% and 44.1% to S$893.0 million
and S$325.4 million in FY2009 respectively. Gross and profit for the year
margins in FY2009 for the period were 55.8% and 27.2%, respectively.
Reflecting the continued support for Yanlord’s high quality fully fitted
apartments, basic earnings per share (“EPS”) rose 39.5% to 17.23
Singapore cents in FY2009, while EPS on a fully diluted basis rose
38.8% to 16.18 Singapore cents.
10
Our successful business strategies coupled with an experienced and dedicated management team contributed to our stellar performance in 2009
OPERATIONS REvIEW
12
Nanjing Yanlord Yangtze Riverbay Town
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
Sale of PropertyThe stellar performance in FY2009 was driven largely by strong
support from PRC home buyers who recognize the quality of the
Group’s developments and acknowledge the effort that Yanlord
places in the creation of a quality living environment for its
discerning customers.
Testament to the continued support for Yanlord’s high quality
fully fitted apartments, the Group’s key development Yanlord
Riverside City in Shanghai, topped the Shanghai single project
sales chart in the “Top Real Estate Development Sales Listings
of 2009 in 10 Major Cities” survey jointly released by the China
Real Estate Information Corporation, Shanghai E-House Real
Estate Research Institute and China Real Estate Appraisal, for
the third consecutive year with 2009 annual contracted sales
of RMB5.3 billion. The Group’s new development, Yanlord
Yangtze Riverbay Town (Phase 1) in Nanjing, similarly topped
the Nanjing sales chart with annual contracted sales of RMB2.0
billion in FY2009.
In addition to the above, the Group’s maiden entry into Tianjin’s
high quality residential property sector, Yanlord Riverside Plaza
(Phase 1), also received strong support from PRC home buyers
with the first launch of 250 apartment units fully sold-out during
the first three days of its inaugural launch in August 2009. In
FY2009, Yanlord Riverside Plaza (Phase 1) achieved annual
contracted sales of approximately RMB1.2 billion and forms a
key launchpad for the Group’s future expansion within northern
China.
The ability to deliver high quality developments that consistently
exceed consumer demands remains one of Yanlord’s key
competitive strengths. Leveraging on this continued focus
for value creation, the Group has successfully established an
invaluable brand equity that augments its ability to raise ASPs at
the launches of its developments.
To drive the continued development of the Group, Yanlord has
slated to launch new projects in FY2010, namely, Shanghai Yanlord
Townhouse (formely known as Shanghai New Jiangwan Urban
Area Land), Nanjing Hexi project and Tianjin Yanlord Riverside Plaza
(Phase 2). Sited in prime locations, the Group is confident that these
projects will be well received by home buyers and will contribute
significantly to the Group’s future financial performance.
13 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
Zhuhai Yanlord New City Garden
Project DevelopmentProgress at the Group’s various developments remained on schedule
with approximately 235,000 sqm GFA completed in FY2009. New
construction works for approximately 735,000 sqm GFA was
initiated in FY2009 while total GFA under construction recorded a
year-on-year increase of approximately 35% to approximately 1.7
million sqm as at 31 December 2009. In particular, construction
works at Nanjing Yanlord Yangtze Riverbay Town (Phase 2), Nanjing
Hexi project, Tianjin Yanlord Riverside Gardens (Phase 1), Suzhou
Yanlord Lakeview Bay, Shanghai Yanlord Townhouse and Zhuhai
Yanlord Marina Centre - Section B remain on-track for progressive
completion and pre-sale from 2010 to 2012.
In line with the Group’s development schedule, construction
works at its showcase investment property development,
Chengdu Yanlord Landmark, was primarily completed in FY2009.
Slated to open in 2010, the fully integrated Yanlord Landmark will
incorporate prime office, retail and hospitality services within a
single location.
Excavation and construction works of the underground retail
mall at the Tianjin Yanlord Riverside Plaza (Phase 1) remain on
schedule. Following the adoption of key process enhancements,
the Group has managed to reduce the development work cycle
and enhance cost efficiencies in this development.
Adhering to our corporate philosophy “to develop land with devotion
and building quality accommodation with passion”, we continue
to strive for excellence in our developments which has won the
recognition of both our clients and industry peers. Testament to our
efforts, Shanghai Yanlord Riverside City (Phase 2) was awarded
the PRC National Quality Engineering Award by the PRC National
Construction Committee in FY2009.
Investment Property PortfolioFocused on developing high-end, city-centric commercial projects
that include retail malls, grade A office spaces, five-star hotels
and serviced apartments, the Group optimises the mix of each
investment property project to maximize returns and generate a
recurring revenue stream that will boost shareholders’ value.
Underlining this strategy, the Group has successfully attracted
many internationally renowned luxury brands such as Louis
Vuitton, Christian Dior, Prada, Ermenegildo Zegna and Hugo Boss
to undertake tenancy at its showcase integrated development
in Chengdu Yanlord Landmark. In addition, the Group has also
OPERATIONS REvIEW
1014
Shanghai Yanlord Riverside City
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
signed anchor tenancy agreements with globally renowned
retailers, Korea’s Lotte Department Group and Korea’s CGV
Theatre Group for its key development in Tianjin Yanlord
Riverside Plaza.
To date, the Group has retained an aggregate GFA of
approximately 500,000 sqm of prime investment property
projects which are spread across various key cities such as
Chengdu, Nanjing, Shanghai, Tianjin and Zhuhai. As at 31
December 2009, the Group had in total completed commercial
development of approximately 100,000 sqm GFA.
In 2010, the Group’s integrated development, Chengdu Yanlord
Landmark, will be officially opened. Earmarked by the Sichuan
provincial government as a “keynote” development, Yanlord
Landmark is expected to contribute positively to the Group’s
future development in Chengdu.
Landbank ExpansionThe Group remains confident about the long-term potential of
the PRC real estate sector and continues to actively pursue
opportunities to expand its landbank holdings in high-growth
and affluent regions within the PRC. Reflecting Yanlord’s
continued confidence and ability to secure growth opportunities
within the PRC real estate sector, it has acquired various key
land parcels that are expected to contribute significantly to its
future development.
On 25 May 2009, the Group, through its joint venture company
with Sembcorp Industrial Parks Ltd. and Surbana Land Pte. Ltd.,
namely Singapore Intelligent Eco Island Development Pte. Ltd.,
signed a collaborative agreement with a Nanjing government
owned enterprise to engage in primary development of the 15.0 sq
km Sino-Singapore Nanjing Eco High-Tech Island in Nanjing.
On 14 September 2009, the Group signed a memorandum of
understanding with the Tangshan Nanhu Eco-City Administrative
Committee to explore joint investment and development of
high quality residential development within the Nanhu Eco-City
through its joint venture company with HB Investments (China)
Pte. Ltd., Yanlord Ho Bee Investments Pte. Ltd..
Profit/Loss Highlights
(S$’000) 2008 2009
Revenue 1,007,217 1,599,686
Gross profit 559,468 892,991
Profit before income tax 580,883 929,044
Profit for the year 313,956 435,555
Profit attributable to equity holdersof the Company 225,841 325,356
EPS (on a weighted average number of ordinary shares) (S$ cents) 12.35 17.23
GFA delivered (sqm) 285,926 381,597
ASP per sqm (RMB) 17,294 19,658
15 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
On 22 September 2009, the Group announced the strategic
acquisition of four prime residential development sites with a
total planned GFA of approximately 162,074 sqm in Waigaoqiao
District, Pudong, Shanghai through a public land auction.
With an enlarged land bank of approximately 320,000 sqm in
the Waigaoqiao district, the Group will leverage on the greater
scalability to develop a large-scale international residential
project within the area that will tap on Waigaoqiao’s buoyant
economic development to contribute positively to the Group’s
future performance.
On 18 December 2009, the Group announced that its
subsidiaries Yanlord Land (Chengdu) Co. Ltd. and Yanlord
Property Investments Pte. Ltd. had jointly acquired a prime
residential development site with a total planned GFA of
approximately 390,658 sqm in Panchenggang, Jinjiang
District, Chengdu through a public land auction. Neighbouring
key developments such as the Sun Hung Kai International
10
OPERATIONS REvIEW
16
Convention Centre, this latest site acquisition reflects the
Group’s continued confidence in the potential of the Chengdu
real estate sector.
As at 31 December 2009, the Group has, in total, undeveloped
and under development land bank reserves of approximately
4.0 million sqm GFA including approximately 1.7 million sqm
GFA currently under development. Sited in prime district within
key high-growth cities in the PRC, these land parcels possess
significant development potential and are expected to contribute
positively to the Group’s future development.
Fund RaisingTo fuel the Group’s next phase of growth through new
investments across its core markets in China, Yanlord initiated
the following two key fund raising activities in FY2009.
In June and July 2009, the Group announced its concurrent
offering of 110 million new ordinary shares and S$375.0
million convertible bonds. Attracting strong interest from
global institutional investors, the offering raised approximately
S$595.2 million for the Group which will be used to finance new
investments and for general working capital purposes.
Shanghai Yanlord Townhouse
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
17
In December 2009, the Group obtained a 3-year US$400 million
term loan facility - the largest syndicated loan for a non-state-
owned PRC property developer when it was signed. The Group
will use this facility to refinance the outstanding amount of the
US$200 million facility dated 7 November 2007 and for general
corporate purposes including the acquisition of new land. Opening
to very positive response from the syndicated loan market, this
syndication represents the continued confidence of the banking
community in the Group’s future direction and development.
Product DevelopmentAs a leading real-estate developer specialising in the high quality
real estate development and property management services,
Yanlord attaches great importance towards developing quality
residential and commercial real estates and seeks to strike an
optimal balance across all aspects of property development,
including project planning, architectural design, interior design
and landscape design and ensuring that every aspect is
well coordinated and fine tuned to complement each other.
Recognising the need for balance between the requirements of
our consumers and environmental preservation, the Group has
introduced various environmental initiatives to its developments
such as the inclusion of “Green belts” as area markers, “Rain and
river water recycling systems” and “passive solar lighting designs”
to enhance energy efficiency for underground structures such as
carparks and foyers. Underscored by its corporate commitment
to environmental preservation, the Group has extended these
green building initiatives to its newest developments such as
Shanghai Yanlord Townhouse, Shanghai Waigaoqiao Area Land
project and Zhuhai New City Gardens.
The Group also attaches great emphasis in enhancing its property
development and architectural designs. Through comprehensive
reviews on unit functionality and spatial interactions, our design
teams have revamped industrially accepted concepts on villa
designs to create brand new layouts for villas in our Shanghai
Yanlord Townhouse and Shanghai Waigaoqiao Area Land
developments that will provide customers with an added degree
of comfort beyond that found in traditional villas.
Reflecting the success of the Group’s efforts in product research and
development, Tianjin Yanlord Riverside Plaza (Phase 1) was awarded
the “Green Building Design Logo” by the PRC Ministry of Construction
in 2009. Subsequent to this, Chengdu Yanlord Landmark was
selected as one of China’s “Top 10” new landmark developments for
2009-2010.
Shenzhen longgang Redevelopment Project
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
OPERATIONS REvIEW
In addition, Zhuhai New City Gardens was the first development
in Zhuhai to be awarded the hallmark 3A residential development
designation by the PRC Ministry of Construction; Suzhou Peninsula
(Townhouse) similarly won the Merit Award (Constructions)
awarded by the American Institute of Architects (Hong Kong
Division) in 2009. These awards are extensions of the Group’s
track record for product excellence which include numerous
accolades for its previous developments such as Shanghai
Yanlord Riverside City.
Property ManagementThe Group is a pioneer in introducing advanced property
management concepts to the PRC. In applying the Group’s
management philosophy to render a comfortable and endearing
living environment for our customers, the Group employs the latest
technology and quality assurance standards to continually optimise
our property management model. The Group works tirelessly in
improving our property management service levels and through
such efforts, offer our clients a unique “Yanlord” experience in
superior living conditions and excellence in service and care for
our customers.
Currently, our Shanghai and Nanjing property management
companies have received national level accreditation for Class
1 Property Management Companies while our management
companies in Zhuhai, Chengdu, Guiyang and Tianjin have received
municipal level accreditations. The efforts and commitment of our
property management division continue to garner recognition from
within the industry. For instance, in FY2009 the Group’s Shanghai
property management company was awarded the “Leading
Enterprise for International Community Property Management
Services” at the China International Housing Industry Exhibition
which was organized by the PRC Ministry of Construction. Similarly,
the Suzhou branch of our Nanjing property management company
was awarded the “Luxury Attribute Award” by the International
Golden Key Property Alliance. Projects under our property
management division have also received numerous awards at
1018
Yanlord International Apartments Clubhouse
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
both the National and provincial levels. Shanghai Yanlord Gardens,
Shanghai Yanlord Riverside Gardens, Nanjing Plum Mansions
and Nanjing Orchid Mansions were awarded the title of “National
Model for Property Management Services” by the PRC Ministry of
Construction.
Human ResourceWe regard our human resource as one of our most valuable intangible
assets and a key contributor to the Group’s continued success.
In line with our mission statement of “Managing with benevolence
and integrity, achieving perpetuity through perseverance”, we
believe in treating our employees with trust and understanding and
respecting them as a partner of the organisation. We aim to create
a positive working environment and platform for employees to
demonstrate their own individual strengths and capabilities, offering
an opportunity for them to develop their potential and progress
further in their career development, creating a win-win situation for
both the Group and our employees.
Yanlord regards employee development and training as an
integral part of the organisation, and believes that the role of its
managers must include “managing operations” and “nurturing
employees”. The Group has a series of training programs
implemented for managers in enhancing their management
capabilities. Through the implementation of these training
programs and other relevant development opportunities offered
to employees, the Group seeks to achieve its strategic objective
to maximise utilisation and development of human resources
within the organisation.
Investor RelationsCorporate transparency and timely disclosure of information to
shareholders is of key importance to Yanlord. We endeavor to
maintain a high standard of corporate governance and proactively
seek to engage the investment community to facilitate the
understanding of our Group’s business strategies and growth
potentials. Quarterly financial reports as well as announcements
and press releases pertaining to material updates on the Group
are also promptly released on the SGX website, ensuring that
investors receive timely and accurate information.
Reflecting the Group’s efforts and success in maintaining strong
relations with the investment community and as testament to
our efforts to continually enhance our corporate governance
and disclosure processes, Yanlord was awarded the “Most
Transparent Company Award – Foreign Listed Company” (Runner
up) in October 2009 by the Securities Investors Association
(Singapore) (“SIAS”). This is the second time that Yanlord has
won this award and underscores the broad support for the
Group by the investment community. Moving forward, the Group
will continue to maintain regular interactions with the investment
community.
19
Suzhou Yanlord Peninsula (Townhouse)
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
业务回顾
一、业绩概要凭借着集团在中国高品质精装修住宅开发的优势,仁恒把握良机
并取得优秀的表现。受惠于中国经济之持续发展及优质的仁恒品
牌,2009年营业收入加上截止2009年底的预售合同金额达到新
币28亿元。其中2009年营业收入达15亿9,970万元,相比2008年
全年大幅增加新币5亿9,250万元,增幅高达58.8%。2009年营业
收入增加主要因为本年交付客户的物业面积增加及较高的平均售
价,这两项数据相比2008年分别增长33.5%及13.7%,物业销售
均价达到每平方米人民币19,658元。截止2009年底,集团的预售
合同金额达到新币12亿元,其中包括已收到的新币10亿元和其余
额将在以后的财务季度中收到。
全年的毛利润及公司股东权益的净利润分别为新币8亿9,299万
元和新币3亿2,536万元,同比分别上升59.6%及44.1%。毛利率
和净利润率分别为55.8%和27.2%。上述经营业绩再次显示了仁
恒在中国高品质房地产市场的开发实力、溢价能力和品牌价值。
2009年集团每股盈利为新币17.23仙,摊薄后每股盈利为新币
16.18仙,均与2008年度分别增长39.5%及38.8%。
二、物业销售2009年,集团物业销售表现亮丽,同比都有大幅度上升。各地公司
凭借对高品质居住环境和优良服务的坚持,发挥营造国际化社区和精
装修住宅的优势,持续赢得市场认可,吸引众多国内外高端客户。
上海仁恒河滨城继续占据上海市高品质住宅市场引领地位,全
年合约销售金额人民币52.9亿元,已连续第三年蝉联上海市项
目销售金额冠军。
南京仁恒江湾城一期在2009年7月首次开盘,以人民币19.8亿元
的合约销售金额获得2009年南京市项目销售金额冠军,充分显示
出仁恒在南京高品质房地产市场的竞争实力和优势地位。
作为集团在天津的首个项目,仁恒海河广场一期自2009年8月一
经推出即取得令人瞩目的销售业绩和市场反响,首批房源三天内
售罄,全年合约销售金额人民币12.1亿元,集团在中国北方新开
发的城市首战告捷,市场地位进一步得到巩固。
集团其它在售项目也都有良好的销售业绩和市场口碑,仁恒产品
美誉度尤为凸显。在2009年内,集团还通过提升产品附加值和挖
掘项目发展潜力,引导产品价值提升,各地项目的预售价格均逐
步攀升,反映出仁恒产品的独特吸引力和溢价能力。
2010年,上海仁恒怡庭项目、南京河西项目、天津仁恒海河广场
二期等位于各城市稀缺优质地段的项目将陆续销售,成为集团业
绩新的增长点。
20 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
三、项目开发2009年,集团项目开发进展顺利。全年竣工建筑面积为20.6万
平方米,新开工建筑面积73.5万平方米,年末在建工程建筑
面积达165.9万平方米,同比增长35.1%。其中南京仁恒江湾
城二期、南京河西项目,天津仁恒河滨花园一期,苏州仁恒双
湖湾,上海仁恒怡庭,珠海仁恒滨海中心等项目顺利开工,为
2010、2011、2012年项目竣工交付打下良好的基础,实现了
项目开发上的良性循环。
集团在成都开发的仁恒置地广场是一个集商业、写字楼、服务
式公寓于一体的大型公共建筑,通过2006-2008近三年的建造,
2009年达到了基本竣工、部分开业的目标,为2010年的全面开业
创造了条件。天津仁恒海河广场一期超大超深地下商业设施结构
施工采取中顺边逆施工技术获得成功,有效降低了施工成本,缩
短了施工周期。
项目开发中坚持“善待土地,用心造好房”的开发理念,集团范
围内项目管理全面实行样板先行、一房一验、一户一卡等质量制
度,工程质量有了新的提高,获得了市场和业主的广泛认可,仁
恒品牌效应进一步提高。2009年上海仁恒河滨城二期荣获国家建
设工程鲁班奖(国家优质工程)。
四、商业地产仁恒商业地产开发与经营坚持立足高端、持有经营、强化联盟的
发展策略,目前成都仁恒置地广场已引入了Louis Vuitton、Christian
Dior、Prada、Ermenegildo Zegna、Hugo Boss等众多国际一线奢侈
品牌旗舰店。天津海河广场已引入韩国乐天集团(LOTTE)旗下乐天
百货和韩国CJ集团旗下希杰影院(CGV)。截至2009年12月31日,集
团已建、在建和规划中商业物业共50多万平方米,涵盖了高档社区
购物中心、中央商务区的都市型购物中心、甲级写字楼、五星级酒
店及服务式公寓等高端业态,分布于成都、南京、上海、天津、珠
海。至今, 集团投入运营的商业物业已经达到10万平方米。
集团首个综合型高端物业——成都仁恒置地广场获四川省人民政
府批准为2009年四川省重大建设项目。项目整体预计于2010年全
部开业。
五、土地储备2009年,集团紧密跟踪市场动态,重点在经济发达、生活富裕的国
际化城市和国家重点发展的战略区域考察和投资位置优越、富有增
值潜力的项目和地块,进一步增强公司的持续发展能力。
2009年5月25日,由仁恒置地集团、盛邦新业集团和胜科集团与
中国南京建邺国资及河西新城国资共同投资的中新南京生态科技
21
Nanjing Yanlord Yangtze Riverbay Town
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
岛开发有限公司与中国江苏省南京市有关国有企业签订了关于开
发建设中新南京生态科技岛的合作协议,并在中国及新加坡两国
领导人的见证下举行了盛大的奠基仪式。中新南京生态岛总面积
为15平方公里。
2009年9月14日,集团与新加坡和美集团共同出资设立的仁恒和美
投资有限公司与唐山市南湖生态城管理委员会签署了关于开发“唐
山•新加坡南湖生态城”的框架协议。
2009年9月22日,集团旗下上海仁恒森兰置业有限公司成功竞得
上海浦东森兰外高桥地块。地块获取后,仁恒森兰外高桥项目的
规模超过32万平方米,为集团在上海营造又一大型国际化社区创
造了良好的条件。
2009年12月18日,集团旗下仁恒置地(成都)有限公司与仁恒地
产投资有限公司组成竞买联合体成功竞得成都锦江区攀成钢片区
地块。地块紧邻新鸿基ICC项目,总建筑面积约39万平方米,为
集团在成都的持续发展创造了良好的条件。
截至2009年年底,集团储备土地可开发面积约为404万平方米,
其中在建面积约为166万平方米。这些项目多位于中国高增长城
市的核心地段,具有可观的升值潜力。
六、企业融资为了促进我们业务的持续扩张并满足我们的资本需求,集团进行
了一系列融资活动。
在2009年7月,集团同时配售1.1亿新股以及新币3.75亿元的可
转股债券,此次双重发行得到了市场的认同与肯定,为公司募集
资金约新币6亿元,通过这次交易,我们进一步提高了股票的流
通量,拓宽了投资者群体,使仁恒与国际资本市场的联系更加紧
密。所筹资金主要用于增加新的土地储备,以满足我们未来数年
的增长需求。
在2009年12月, 集团宣布签订了3年期的4亿美元银团贷款, 此次贷
款是在签订时作为投资中国房地产非国营开发商得到的最大银团
贷款,反映了国际金融机构对集团未来持续发展的信心与支持。
所贷款项将用于扩充土地储备及一般企业用途。
七、产品研发仁恒一贯秉承高品质的研发标准,追求高尚、完美的产品品质,并
注重对新型、环保、绿色生态及节地建筑的研发和实践,关注人与
生活、人与环境、人与细节、人与功能的完美和谐与对话,根据客
户对产品日益提高的需求,不断研发推出新产品,采用各类先进技
术和先进工艺。在新近研发的项目中,应用了“生态绿墙”、“生
业务回顾
1022
Shanghai Yanlord Riversid Garden
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
态雨水回收系统”、“河道水再利用”等概念;同时充分挖掘地下
空间,如小区内的公共下沉广场、私家的下沉庭院、以及建设有独
特的下沉式花园的地下车库,使得阳光、自然风和绿化可直接渗透
到地下停车场,充分发挥了节地建筑效益;并在集团所开发的诸多
项目中得以推广及应用,如上海仁恒怡庭项目、上海仁恒森兰外高
桥项目、珠海仁恒星园项目等,充分体现了自然与生态的绿色居住
环境。
在户型研发上,既有继承又有创新,在空间关系、交通流线、私
属领地、室内功能布局等方面均有新的突破。颠覆了传统的横向
并列的都市型别墅的概念,研发了竖向的节地型叠加式独立别
墅,既保留了传统别墅原有的优点,同时又在其基础上更进一步
地提升了舒适度,使业主享受到传统别墅无法企及的生活品质,
并应用于上海仁恒怡庭和上海仁恒森兰外高桥项目中。
仁恒的产品研发得到了市场与社会的高度认可。天津仁恒海
河广场一期项目是集团在北方地区首个获得“绿色建筑设计
星级标识”的住宅项目;成都仁恒置地广场项目入选2009—
2010中国城市建筑新地标TOP10;珠海仁恒星园是当地首个通
过了建设部3A住宅性能的认定的住宅项目;苏州星岛仁恒住宅
小区项目荣获美国建筑师学会香港协会2009年(建筑组)优异
奖;上海仁恒河滨城项目曾多次获得优秀住宅金奖、优秀住宅-
规划建筑奖(其代表行业最高水平的奖项)等奖项。
八、物业服务秉承“恒心服务,一生呵护”的服务宗旨,仁恒物业不断完善和
优化自身的管理模式,持续提升物业管理服务水平,使得业主和
住户能享受到安全、舒适、健康、贴心的个性化特色服务。
集团现拥有上海仁恒物业和南京仁恒物业两家国家物业管理一级
资质企业以及珠海、成都、贵阳、天津四家三级资质物业管理企
业,形成了一支拥有丰富的国际化物业管理经验的专业团队。
2009年内仁恒旗下的物业公司取得了多项荣誉,得到了业内的认
可,例如上海仁恒物业在2009中国国际住宅产业博览会暨既有建
筑改造和物业管理品牌峰会上获得“中国国际物业管理品牌企业
奖”,南京仁恒物业苏州分公司荣获国际金钥匙联盟颁发的“品
位服务奖”等。集团所管理的项目也获得了多项国优、省优荣誉
例如上海仁恒滨江园、上海仁恒河滨花园、南京梅花山庄、南京
玉兰山庄等荣获“全国物业管理示范住宅小区”称号。
九、人力资源集团坚持并倡导“仁信治业、持之以恒”的企业精神,善待土
地,善待员工,通过良好的职业发展平台和优秀的企业文化吸引
和保留人才。仁恒一贯将人才战略列为集团发展战略的重要组成
部分,并从机制上加以落实和完善。
仁恒视员工为企业的合作伙伴,信任、理解并善待员工;视人才
为企业发展的核心,注重团队培养,通过一系列措施有效实现对
团队的选、用、育、留,多年来一直保持员工队伍的相对稳定和
不断成长。同时,仁恒积极为员工提供展现能力和实现个人价值
的平台,实现企业与员工统一愿景、双赢发展。
集团非常重视职业经理人队伍建设,明确经理人的职责在于“做
事”与“育人”,通过提供各类丰富的培训机会,辅之以人力资
源优化措施,实现人力资源质量持续提升的战略目标。
十、投资关系集团十分重视企业的透明度及企业管治水平,并通过与投资市场
的主动沟通,使各方更了解仁恒的业务发展策略及增长潜力。
集团注重向投资者提供及时、准确的讯息批露,并建立了一系列
有系统的沟通管道,向股东、投资者及分析员提供定期及可靠的
讯息。季度业绩报告及各项公告和新闻稿均通过新加坡证券交易
所的官方网站公告及仁恒置地集团网站及时发布。
继2007年后,仁恒在本年度再一次获得新加坡证券投资者协会颁
发的“最高企业透明度-国际公司”银奖项。
23 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
ExpandingGeographicallyTapping on the significant potential for growth in China’s property sector, we actively seek out strategic acquisitions that will further extend our presence in key growth cities and enhance our long term business development
ExpandingGeographically
Chengdu Yanlord landmark
26
OPERATIONAl HIGHlIGHTS
Nanjing Bamboo Gardens
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
Total
1.66million sqm
27
OperatiOns highlights
GROSS PROPERTY SAlES BY CITY IN FY2009 GROSS PROPERTY SAlES BY PROjECT IN FY2009
Chengdu1.1%
Suzhou11.6%
nanjing10.3%
Shanghai65.3%
others0.1%
nanjing Bamboo Gardens (phase 3)4.4%Suzhou Yanlord peninsula
11.6%
Shanghai Yanlord Riverside City (phase 2)12.5%
nanjing Yanlord International Apartments,Tower B5.7%
others4.2%
GFA CONTRIBuTION BY CITY IN FY2009
others0.3% Chengdu
4.1%
Suzhou18.1%
nanjing13.0%
Shanghai39.6%
GFA CONTRIBuTION BY PROjECT IN FY2009
Segregation of GFA by Development Status & Cities
COMPlETED DEvElOPMENT PROPERTIES
Zhuhai 6.7%Chengdu
4.0%Guiyang1.6%
nanjing28.8%
Shanghai54.7%
Suzhou4.2%
Total
3.13million sqm
PROPERTIES uNDER DEvElOPMENT
Suzhou10.4%
Tianjin22.2%
nanjing24.7%
Chengdu9.9%
Zhuhai19.4%
Shanghai13.4%
PROPERTIES HElD FOR FuTuRE DEvElOPMENT
Tianjin13.4%
Shenzhen22.4%
Suzhou10.1%
nanjing14.0%
Shanghai20.1%
Total
2.38million sqm
Zhuhai11.6%
Zhuhai24.9%
Zhuhai Yanlord new City Gardens
(phase 2 - Section 1)11.4%
Shanghai Yanlord Riverside City (phase 3)50.2%
Shanghai Yanlord Riverside City (phase 3)28.5%
Shanghai Yanlord Riverside City (phase 2)7.8%
nanjing Bamboo Gardens (phase 3)7.1%
others8.4%
Suzhou Yanlord peninsula 18.1%
Zhuhai Yanlord new City Gardens
(phase 2 - Section 1)24.5%
nanjing Yanlord International Apartments, Tower B5.6%
Chendu16.4%
Zhuhai3.6%
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
InnovativeCollaborationsArchitecture requires a balance between form and functionality. To ensure the highest standards for our developments, we actively collaborate with partners to create new and innovative ways that seamlessly blend environmentally conscious concepts into our developmental designs
InnovativeCollaborations
Nanjing Yanlord Yangtze Riverbay Town
30
FINANCIAl HIGHlIGHTS
(1) Equity = Equity attributable to equity holders of the Company + Minority interests
(2) Capitalization = Total debt + Equity attributable to equity holders of the Company + Minority interests
Revenue and Profitability FY2007 - FY2009
As at 31 December 2007 2008 2009
Net Debt / Equity (1) 15% 51% 4%
Total Debt / Equity (1) 50% 68% 47%
Total Debt / Capitalization (2) 33% 40% 32%
Credit Ratios
2007 2008 2009 FY
Revenue (S$million)
1,500
1,000
500
1,228
FY
Gross Profit (S$million)
600
400
200
893
FY
Profit Attributable to Equity Holders of the Company(S$million)
300
200
100
325
FY
Profit for the year(S$million)
300
200
100
436
1,600800
400
1,007 553 559
226222
337 314
2007 2008 2009
2007 2008 2009 2007 2008 2009
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
31
DEvElOPMENT SCHEDulE SuMMARY
Completed Development Properties
project CityInterest
AttributableCommencement
Date Completion Date GFA (sqm)
Chengdu 51% December-04 April-06 40,655 39,999 S
Chengdu 51% May-06 April-08 83,943 4,671 R, S
Guiyang 67% november-03 october-04 14,376 658 S
Guiyang 67% June-04 March-06 36,131 0 R
nanjing 100% november-00 December-08 394,310 2,237 R
nanjing 100% november-00 September-03 69,649 340 R
nanjing 100% May-94 December-02 327,667 967 R
nanjing 100% May-04 December-07 43,567 37,940 H
nanjing 100% May-04 June-08 67,683 16,119 R
Shanghai 67% november-94 november-97 13,579 0 R
Shanghai 67% november-97 September-03 415,360 791 R
Shanghai 67% March-93 november-96 53,049 4,189 R, S
Shanghai 67% May-03 September-06 264,765 2,419 R
Shanghai 67% August-05 May-08 264,899 12,907 R, S
Shanghai 67% March-07 August-09 148,528 13,022 R
Shanghai 56% May-02 March-07 319,756 0 R
Shanghai 50% September-05 December-07 75,573 140 R
Shanghai 51% March-05 April-08 158,046 6,136 R, S
Suzhou 100% May-06 March-09 39,669 3,153 R
Suzhou 100% november-05 June-09 91,963 19,837 R
Zhuhai 90% September-06 December-07 101,624 8,337 R, S
Zhuhai 90% August-07 December-09 107,981 14,430 R
Total 3,132,773
R = ResidentialO = OfficeS = Shop & RetailH = Hotel & Serviced Apartment
Remaining unsold/Held for
Investment/Fixed Assets
(SaleableArea, sqm)
188,292
(1) Consists of properties held for investment with unexpired terms of lease between 35-65 years as at 31 December 2009
Type
Hengye International plaza (1) (恒业国际广场) (1)
Hengye Star Gardens (1) (恒业星园) (1)
Xintian Centre (新天商业中心)Yanlord Villas (仁恒别墅)Bamboo Gardens (翠竹园)orchid Mansions (1) (玉兰山庄) (1)
plum Mansions, including lakeside Mansions (phase 1-4) (梅花山庄.湖畔之星) Yanlord International Apartments, Tower A (1) (仁恒国际公寓,A栋) (1)
Yanlord International Apartments, Tower B (仁恒国际公寓,B栋)Yanlord Apartments (仁恒公寓)Yanlord Gardens (仁恒滨江园)Yanlord plaza (1) (仁恒广场) (1)
Yanlord Riverside City (phase 1) (仁恒河滨城,一期)Yanlord Riverside City (phase 2) (1) (仁恒河滨城,二期) (1)
Yanlord Riverside City (phase 3) (仁恒河滨城,三期)Yanlord Riverside Gardens (仁恒河滨花园)Yanlord Town (仁恒家园)Yunjie Riverside Gardens (phase 1) (运杰河滨花园,一期)Yanlord peninsula (Apartment - phase 1) (星屿仁恒,一期)Yanlord peninsula (Townhouse) (星岛仁恒)Yanlord new City Gardens (phase 1) (1) (仁恒星园,一期) (1)
Yanlord new City Gardens (phase 2 - Section 1) (仁恒星园,二期一段)
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
Yanlord Landmark (4)
(仁恒置地广场) (4)
Nanjing Hexi Land
(南京河西地块)
Yanlord Yangtze Riverbay Town (Phase 1) (1)
(仁恒江湾城,一期) (1)
Yanlord Yangtze Riverbay Town (Phase 2) (1)
(仁恒江湾城,二期) (1)
Yanlord Riverside City (Phase 3)
(仁恒河滨城,三期)
Yanlord Townhouse (2)
(仁恒怡庭) (2)
Yunjie Riverside Gardens (Phase 2)
(运杰河滨花园,二期)
Suzhou Wuzhong Area C1 Land - Villas
(苏州吴中区C1地块-别墅)
Yanlord Lakeview Bay - Land Parcel A7
(仁恒双湖湾,A7地块)
Yanlord Peninsula (Apartment - Phase 2)
(星屿仁恒,二期)
Yanlord Riverside Gardens (Phase 1) (3)
(仁恒河滨花园,一期) (3)
Yanlord Riverside Plaza (Phase 1) (4)
(海河广场,一期) (4)
Yanlord Marina Centre - Section B
(仁恒滨海中心,B段)
Yanlord New City Gardens (Phase 2 - Section 2)
(仁恒星园,二期二段)
Project
Chengdu 100% August-06 July-10 164,781 O, S, H
Nanjing 60% July-09 2nd Quarter 2012 96,909 R, S
Nanjing 60% January-08 1st Quarter 2011 124,260 R, S
Nanjing 60% September-09 4th Quarter 2012 189,045 R, S
Shanghai 67% March-07 June-10 62,501 R
Shanghai 100% September-09 4th Quarter 2011 64,688 R
Shanghai 51% July-08 2nd Quarter 2011 94,916 R, S
Suzhou 100% October-08 3rd Quarter 2011 15,481 R
Suzhou 60% October-09 2nd Quarter 2012 95,871 R, S
Suzhou 100% May-06 June-10 60,673 R
Tianjin 80% October-09 2nd Quarter 2013 158,056 R
Tianjin 100% October-07 3rd Quarter 2013 209,843 R, S
Zhuhai 95% November-09 1st Quarter 2014 130,232 R, S
Zhuhai 90% May-08 4th Quarter 2012 192,220 R
CityInterest
Attributable
ActualCommencement
Date
EstimatedCompletion
Date GFA (sqm)
Total 1,659,476
R = ResidentialO = OfficeS = Shop & RetailH = Hotel & Serviced Apartment
Type
32
Properties Under Development
DEvElOPMENT SCHEDulE SuMMARY
(1) Formerly known as Yanlord Yangtze Riverside City
(2) Formerly known as Shanghai New Jiangwan Urban Area Land(上海新江湾地块)
(3) Formerly known as Tianjin Haihe Land(天津海河地块 - 仁恒滨河水岸)
(4) Consists of properties held for investment with unexpired terms of lease between 36-66 years as at 31 December 2009
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
Chengdu Jinjiang Panchenggang Land
(成都锦江攀成钢地块)
Yanlord Yangtze Riverbay Town (Phase 3-4) (1)
(仁恒江湾城,三,四期) (1)
Shanghai San Jia Gang Land Plot
(仁恒滨海度假村)
Shanghai Waigaoqiao Area Land
(上海森兰外高桥地块)
Shanghai Qingpu Land
(上海青浦地块)
Shenzhen Longgang District Redevelopment Project
(深圳龙岗区 - 城中村改造项目)
Shenzhen Longgang District Economic Residential Housing
(深圳龙岗区 - 经济适用房)
Yanlord Lakeview Bay - Land Parcel A1-A6
(仁恒双湖湾,A1-A6 地块)
Yanlord Riverside Gardens (Phase 2) (2)
(仁恒河滨花园,二期) (2)
Yanlord Riverside Plaza (Phase 2)
(海河广场,二期)
Yanlord Marina Centre - Section A
(仁恒滨海中心,A段)
Properties Held for Future Development
Project CityInterest
Attributable
EstimatedCommencement
Date
EstimatedCompletion
Date GFA (sqm)
Chengdu 100% 2011 2015 390,658 R
Nanjing 60% November-10 2015 330,690 R
Shanghai 67% Under Planning Under Planning 35,831 R
Shanghai 60% August-10 2014 325,632 R
Shanghai 51% June-10 3rd Quarter 2013 117,459 R
Shenzhen 75% Under Planning Under Planning 390,000 R
Shenzhen 75% Under Planning Under Planning 144,064 R
Suzhou 60% August-10 2nd Quarter 2015 241,313 R
Tianjin 80% 2011 2015 168,914 R
Tianjin 100% 2011 2015 149,873 R, O
Zhuhai 95% 2011 2016 86,350 O, S, H
R = ResidentialO = OfficeS = Shop & RetailH = Hotel & Serviced Apartment
Total 2,380,784
Type
33
DEvElOPMENT SCHEDulE SuMMARY
(1) Formerly known as Yanlord Yangtze Riverside City
(2) Formerly known as Tianjin Haihe Land(天津海河地块 - 仁恒滨河水岸)
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
34
Our Project ShowcaseFrom posh residences to towering landmarks; a showcase of the unique Yanlord experience
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
TIANJIN
NANJING
SHANGHAI
ZHUHAI
CHENGDUSUZHOU
SHENZHEN
SANYA
35 YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
OuR PROjECT SHOWCASE
Yanlord TownhouseShanghai
Yanlord Townhouse is the Group’s latest representation of its steadfast commitment to developing high
quality residential projects that continually exceed the demand of its customers. Ideally situated within one
of few remaining wetland ecological conservation zones in Shanghai, the approximately 65,000 sqm GFA
Yanlord Townhouse development comprises of high-quality fully furnished villas and stylistic apartment
blocks that are seamlessly integrated with the lush natural surroundings. Featuring a comprehensive range
of amenities including private elevators, heated indoor swimming pools, tennis courts, clubhouses and
expansive gardens, Yanlord Townhouse builds on key european architectural elements coupled with the
Asian concept of harmony to create a unique blend that balances form and functionality. Sited in new
Jiangwan City, in close proximity to the Shanghai Wu Jiao Chang Central Business District and the Yangpu
university District, Yanlord Townhouse seeks to provide its residents with homes that satisfy their business
schedules and recreational needs. Yanlord Townhouse has been slated to launch in the fourth quarter of
2011.
Shanghai Yanlord Townhouse
OuR PROjECT SHOWCASE
Yanlord Riverside City carries on Yanlord’s tradition of building high-end residences as represented by Yanlord Gardens and Yanlord Riverside Gardens. The project, part of the lianyang International Community, is located at the heart of pudong new Area’s Administrative and Cultural Center. Adjacent to the crossing of major transportation routes of Dingxiang Road and Jinxiu Road, it offers easy connection to lujiazui Finance and Trade Zone, pudong International Airport, Jinqiao export processing Zone, Waigaoqiao Free Trade Zone and Zhangjiang Hi-tech park where a large number of foreign invested businesses are in operation. Yanlord Riverside City is blessed with many amenities, including the 140-hectare Century park to the south, and Shanghai Science and Technology Museum, oriental Art Center and Tomson Golf Course within its vicinity. Yanlord Riverside City has a GFA of 740,000 sqm. The green area ratio of the project is as high as 60%. It also features a 50-meter wide boulevard, a 40-meter-wide Yangjing Creek meandering through, 7,000 sqm coast-themed sports and recreation area. Yanlord Riverside City is the culmination of Yanlord’s experience in developing fully-fitted residences. As one of the largest international residential development in Shanghai, it now accommodates many senior expatriate business executives. Yanlord Riverside City has garnered several awards for its architectural design, engineering, landscaping, decoration finishing, etc. The widely acclaimed quality has made Yanlord Riverside City a market hit since its launch. To date it has ranked top in sales for residential developments in Shanghai consecutively for 2007, 2008 and 2009.
Yanlord Riverside CityShanghai
1036
OuR PROjECT SHOWCASE
Shanghai Yanlord Riverside City
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
37
OuR PROjECT SHOWCASE
located along Yangtze River in Hexi new Area, nanjing, Yanlord
Yangtze Riverbay Town occupies a land area of approximately
305,000 sqm, which will be developed into a total GFA of
approximately 644,000 sqm. The project is divided into four
phases of which the construction works of the first and second
phases are currently on going.
Yanlord Yangtze Riverbay TownNanjing
Nanjing Yanlord Yangtze Riverbay Town
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
1038
Yanlord landmark is a key investment property project of Yanlord in Western China. located at the heart of Chengdu CBD along major arterial roads, the project neighbours top-grade office buildings, five-star hotels and luxury department stores. It is ideally situated with the Metro line no. 1 and other business resources in close vicinity. Yanlord landmark has a planned GFA of approximately 165,000 sqm above ground and upon completion will incorporate office areas, serviced apartments and a high-end shopping mall offering retail, conference, residence, and other business and recreation facilities. It is positioned to be a top-end property that represents the highest technical and service standards and will cater to the needs of MnCs who plan to locate their regional headquarters in Chengdu. Yanlord has engaged a world renowned architectural consultant as well as other renowned professionals for their expertise to ensure that the project excels in all aspects ranging from engineering, landscaping to business operation, contributing to Chengdu’s integration into the global business arena. Commencing its construction work in August 2006, Yanlord landmark will be completed and fully operational in 2010. The office space of the project will meet the demands of international corporations in Chengdu with its high quality fittings and is expected to accommodate regional headquarters of big domestic and foreign companies. The serviced apartments in Yanlord landmark, managed by Fraser Hospitality from Singapore, will meet the demands of high-end business travelers, affording them with luxury and comfort during their stay in Chengdu. Yanlord landmark will also be the epitome of the retail market of Chengdu, showcasing the latest fashion from the flagship stores of many international luxury brands including louis Vuitton, Christian Dior, prada, ermenegildo Zegna and Hugo Boss.
Yanlord landmark
Chengdu
Chengdu Yanlord landmark
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
39
Yanlord peninsula (Townhouse) is the first project
of Yanlord in Suzhou. Situated at 1808 and 2388
Tongda Road, Yanlord peninsula (Townhouse) is a
lakeside villa project in the high-end residential area
of Suzhou in the vicinity of Jinji lake and Dushu lake.
While enjoying the serenity of the lakeside area, it is
also conveniently connected to the old downtown
Suzhou and Suzhou Industrial park. located on a
peninsula protruding into the 11.52 sq km Dushu
lake, Yanlord peninsula (Townhouse), made up
of 350 townhouses and duplexes, has a total GFA
of around 92,000 sqm. The 1.5 km lake coast line,
together with crossing canals, offers the project
with superb view and privacy. The architecture of
the project is that of a coach house which provides
customers with brand-new experiences, and was
ranked among the Top 10 Best properties in the
scenic city in 2007.
Yanlord Peninsula (Townhouse)Suzhou
Suzhou Yanlord Peninsula (Townhouse)
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
1040
Yanlord Riverside plaza represents Yanlord’s venture into the fast-growing Bohai Rim Region. located in the traditional downtown
area of Tianjin, Yanlord Riverside plaza enjoys local commercial and historical resources. It is also connected to the city’s subway
system. Yanlord Riverside plaza occupies a land area of approximately 95,000 sqm and has a total GFA of approximately 520,000
sqm of which approximately 337,000 sqm is above ground. The project is a modern building complex that incorporates residential
apartments, an office building and retail spaces. With the addition of a large-scale central complex and a pedestrian shopping
street to the region, the office building in the northwest will also be a focal point of the project overlooking the Haihe River. Yanlord
Riverside plaza features various ecological initiatives that include a ground level green atrium. An underground green landscape
will also be developed to provide perennial greenery to the project. Yanlord Riverside plaza, with multiple facets of commerce,
recreation, and tourism, is set to be an iconic project in Tianjin.
Yanlord Riverside PlazaTianjin
Tianjin Yanlord Riverside Plaza
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
41
Yanlord Marina Centre, located along Qinglu
Road (South) near the sea coast, is to be built
into a landmark of Zhuhai City. lying adjacent
to Gongbei Customs Checkpoint to Macau, the
project will enjoy easy access to the entrance of
the planned Hong Kong-Zhuhai-Macau Bridge
as well as the transport interchange of the light
rail connecting Zhuhai and Guangzhou. Yanlord
Marina Centre, upon completion, will be a
showcase development of Zhuhai City. The total
GFA of Yanlord Marina Centre will be approximately
217,000 sqm. Construction commenced in 2009.
The project comprises a 5-star hotel, high-grade
residence, offices and retail shops. The Group is
in discussions with a world-renowned hospitality
group to manage the hotel. The sea-view hotel,
residential apartments, offices and the shopping
arcades are slated to be key highlights of Zhuhai’s
future skyline.
Yanlord Marina CentreZhuhaiZhuhai Yanlord Marina Centre
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
42
Mr. Zhong Sheng Jian is the founder, Chairman and Ceo of Yanlord land Group limited and is responsible for its overall management and strategy development. His last re-election as director was on April 29, 2008. Since the 1980s, Mr. Zhong has founded and established a number of businesses in trading, manufacturing, real estate and financial services spanning China, Singapore, Hong Kong, Australia, Vietnam and Thailand. He started our property development business in the early 1990s through the setting up of our offices in Shanghai and nanjing, which are now part of the SGX mainboard listed Yanlord land Group limited.
Due to his investments in and contribution to various parts of China, Mr. Zhong has been awarded Honorary Citizenships in nanjing, Zhuhai and Shanwei in the pRC. In 2005, he was also awarded the White Magnolia Award in Shanghai for his contributions to the Municipal City of Shanghai.
Mr. Zhong is a member of several Singapore-China investment and trade committees, including Singapore-Sichuan Trade and Investment Committee, Singapore-Tianjin economic & Trade Council, Singapore-Jiangsu Cooperation Council, Singapore-Guangdong Collaboration Council and network China. He is also a member of the Tianjin people’s political Consultative Conference Standing Committee and has also been appointed as Chairman, International Affairs Committee of the Singapore Chinese Chamber of Commerce & Industry and Board Member of Business China.
Mr. Zhong Siliang is our executive director and was appointed as our director on May 11, 2006. His last re-election as director was on April 29, 2009. Since october 2005, he has held the position of assistant general manager of our Investments Department and in this capacity, Mr. Zhong Siliang assists in the evaluation of new business developments and conducts feasibility studies on potential property transactions for investments.
Mr. Zhong Siliang is responsible for establishing relations with architectural firms, real estate consultants and the district and national government officials, for the execution of our investments in the pRC. He also works closely with our Ceo and Chairman, Mr. Zhong Sheng Jian, and assists in other group decisions. In addition, Mr Zhong Siliang assists in the overall management of Yanlord land (Shenzhen) Co., ltd. and is also the Deputy Director of our operations in the Group since 2007.
Mr. Zhong Siliang graduated with a Bachelor Degree in Business Administration from university of portsmouth, england in 2005.
MR. ZHONG SHENG JIANCHAIRMAn AnD Ceo
MR. ZHONG SILIANGeXeCuTIVe DIReCToR
BOARD OF DIRECTORS
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
MR. HONG ZHI HUAeXeCuTIVe DIReCToR
MS. CHAN YIU LINGeXeCuTIVe DIReCToR
43
Mr. Hong Zhi Hua is our executive director and was appointed as our director on September 20, 2006. His last re-election as director was on April 27, 2007. Mr. Hong has also been our executive Vice-president since May 2005 and is responsible for human resources, recruitment, and other corporate and administration matters. prior to joining our Group, he was a director and Ceo of Shanghai Hua Hong Investment Management Co., ltd., assistant general manager of Shanghai lujiazui Financial District Holdings and vice-president of Shanghai Waigaoqiao Free Zone Holdings. From 1992 to 1999, he was the Deputy Department Head of Shanghai pudong new District economics and Trade Commission and was responsible for boosting trade in the area and attracting investments. From 1985 to 1992, he was the honorary secretary for the Youth Division of the Shanghai Communications Bureau, where he was involved in the administration of the Youth Division and its related educational institute.
Mr. Hong holds a doctorate in business administration from the university of South Australia and a Master’s degree in Business Administration from la Trobe university. In 1997, he graduated with a Bachelor’s degree in Business Administration from the Shanghai university, pRC.
Ms. Chan Yiu ling is our executive director and was appointed as our director on May 11, 2006. Her last re-election as director was on April 29, 2008. Since 1999, she has been assisting our Chairman and Ceo, Mr. Zhong Sheng Jian, and is responsible for various administrative functions of our Group. prior to that, she was the sales manager of Yanlord Industrial ltd., where she managed its sales and marketing department for close to 10 years. Ms. Chan has approximately eight years of administration experience working as an administration executive in various companies before joining us. Ms. Chan graduated with a diploma from the Chinese YMCA Secretarial Course in 1982.
BOARD OF DIRECTORS
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
44
Mr. Ronald Seah lim Siang is our lead independent director and was appointed to the Board on May 11, 2006. His last re-election as director was on April 29, 2008. over a 26-year period between 1980 and 2005, he held various senior positions within the AIG Group in Singapore, initially as AIA Singapore’s Vice-president and Chief Investment officer managing the investment portfolio of AIA Singapore and later as AIG Global Investment Corporation (Singapore) ltd’s Vice president of Direct Investments. Between 2001 and 2005, Mr. Seah was also the Chairman of the Board of AIG Global Investment Corporation (Singapore) ltd.
From 1978 to 1980, Mr. Seah managed the investment portfolio of post office Savings Bank as Deputy Head of the Investment and Credit Department. prior to that, he worked at Singapore nomura Merchant Bank as an Assistant Manager with responsibilities covering the sale of bonds and securities and offshore (ACu) loan administration for the bank. Between 2002 and 2003, Mr. Seah served on the panel of experts of the Commercial Affairs Department of Singapore.
Mr. Seah graduated with a Bachelor of Arts and Social Sciences (second upper honors) from the then university of Singapore in 1975.
Mr. Ng Ser Miang is our independent director and was appointed as our director on May 11, 2006. His last re-election as director was on 29 April, 2009. He has been the Chairman and founder of TIBS International Pte. Ltd. since 1981 and is a Vice Presdent of the International Olympic Committee (IOC). He is also the Chairman of the National Trades Union Congress Choice Homes Co-operative Ltd. and NTUC Fairprice Cooperative Ltd., WBL Corporation Limited and an independent director of SPH Holdings Ltd. Mr. Ng has served and is serving as independent director on several public listed and private companies ranging from insurance, finance, venture capital, leisure industries and transport. Mr. Ng serves as the Chairman of Network China. He served as a member of the Asia Pacific Economic Cooperation (APEC) Business Advisory Committee (ABAC) from 2001 to September 2008.
He is on the Resource Panel (Chinese Newspaper Division) of the Singapore Press Holdings Ltd. and was the Chairman of the Singapore Sports Council from 1991 to 2002. Mr. Ng was appointed a Justice of the Peace in September 2005 and was a Nominated Member of Parliament from June 2002 to January 2005. In 1999, he was also conferred the Public Service Star, a National Day Award, by the Singapore Government and awarded the Outstanding Chief Executive of the Year Award (Singapore Business Award) in 1992. Mr. Ng graduated with a Bachelor’s degree in Business Administration (honors) from the then University of Singapore and was also conferred a Fellow at the Chartered Institute of Transport (FCIT).
MR. RONALD SEAH LIM SIANGleAD InDepenDenT DIReCToR
MR. NG SER MIANGInDepenDenT DIReCToR
BOARD OF DIRECTORS
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
MS. NG SHIN EINInDepenDenT DIReCToR
45
Lieutenant-General Ng Jui Ping (Retired) is our independent director and was appointed on September 20, 2006. His last re-election as director was on April 27, 2007. He leads his own consulting business, August Asia Consulting Pte Ltd and holds selective non-executive Board positions in other companies. He is currently an Independent Director on the Board of SGX Mainboard-listed Pacific-Andes (Holdings) Limited.
Mr Ng has a distinguished 30-year military career that culminated with his appointment as the Chief of Defence Force, Singapore, from 1992 to 1995. He has received numerous awards for distinguished service to Singapore, including the Meritorious Service Medal (Military) in 1995 and has been conferred prestigious awards by regional countries.
Upon retirement from his military career, Mr Ng entered the private sector and co-founded an IT/Internet company that was listed on the SGX Mainboard in Jan 2000. To-date, Mr Ng has held various positions including Deputy Chairman of the Central Provident Fund Board, Singapore; Director of PSA International Pte Ltd., Chairman of PSA’s China and North East Asia grouping; Chairman of Chartered Industries of Singapore Pte Ltd; Corporate Advisor to Singapore Technologies Pte Ltd and Singapore Technologies Engineering Ltd; Chairman, Singapore Technologies Automotive Ltd, Chairman, Ordnance Development & Engineering of Singapore (1996) Pte Ltd and Vice-President of the Football Association of Singapore. He was also an advisor to Aldar, the largest Abu Dhabi property developer, and to Chesterton International Property Consultants Pte Ltd. General Ng holds a Masters of Arts degree in History from Duke University, USA and completed the Advanced Management Programme in Harvard Business School, USA.
Ms Ng Shin Ein is our independent director and was appointed to the Board on May 11, 2006. Her last re-election as director was on April 29, 2009. She is the Regional Managing Director for Asia of Blue Ocean Associates Pte Ltd, a pan Asian firm focused on investing in and providing financing solutions to businesses. She is also in charge of the firm’s portfolio of European and U.S. partners co-investing in Asia.
Prior to this, Ms Ng was with the Singapore Exchange, where she was responsible for developing Singapore’s capital market by bringing foreign companies to list in Singapore. Additionally, she was part of the Singapore Exchange’s IPO Approval Committee, where she contributed industry perspectives to the committee, and also acted as a conduit between the marketplace and regulators.
Ms Ng practiced as a corporate lawyer in Messrs Lee & Lee for a number of years where she advised on joint ventures, mergers and acquisitions and fund raising exercises.
Ng Shin Ein also sits on the board of NTUC Fairprice, and First Resources Limited, a listed palm oil company.
BOARD OF DIRECTORS
LIEUTENANT-GENERAL (RETIRED) NG JUI PINGInDepenDenT DIReCToR
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
46
Mr. Chen Yue has been our executive Vice-president since April 2005 and is responsible for projects development. He has more than 10 years of management experience as the general manager of Yanlord Investment (nanjing) Co., ltd, managing our investments in nanjing from 1994 to 2005. prior to joining Yanlord, he was a manager of lufeng City Finance and Commercial Trading Co., ltd from 1992 to 1993. He was also the head of three other factories in lufeng City from 1978 to 1991, namely the lufeng City erqing Agency plastic Material Factory, lufeng City Donghai paper Factory and lufeng City Donghai Glass Factory.
Ms. Tan Shook Yng has been our executive Vice-president since April 2010. She has also been our Group General Counsel and Company Secretary since 2006. She is responsible for our corporate planning and overseeing our legal and regulatory compliance functions. She has more than 10 years of experience as a lawyer practicing cross-border corporate, commercial and corporate finance laws, including areas of mergers and acquisitions, restructuring, initial public offerings, rights and bond issues, private placements, joint ventures, investment advice, stock exchange issues and employee share schemes. prior to joining our Group, she was a partner of a leading Singapore law firm, co-heading its Greater China practice Group. Ms. Tan’s prior work experience includes a position as the Senior Assistant Registrar of the Registry of Companies & Businesses of Singapore (now known as Accounting and Corporate Regulatory Authority of Singapore), and a senior associate with international law firm, Baker & McKenzie. She is an advocate and solicitor of the Supreme Court of Singapore and a member of the Singapore Academy of law.
Mr. Jim Chan Chi Wai has been our Group Financial Controller since 2003. He is responsible for our day-to-day finance and accounting functions and is also involved in the supervision of our finance staff. He has more than 10 years of experience as an auditor and accountant. prior to joining our company, he was the financial controller of Komark Hong Kong Co., ltd., a subsidiary of Komark Corp Berhad, a multinational company listed in Malaysia, for approximately two years. He was also a senior accountant at Cathay International limited, a multinational company with investments in the united Kingdom and the pRC from 1997 to 2001 and senior audit accountant at price Waterhouse Coopers from 1993 to 1997. Mr. Chan graduated with a Bachelor of Arts in Accountancy with Second Class Honors, upper Division, from the City university of Hong Kong in 1993. He is a certified public accountant registered with the Hong Kong Institute of Certified public Accountant and a fellow of the Association of Chartered Certified Accountants, Hong Kong.
Mr. Zhuang Hui Ping has been the General Manager of our Shanghai operations since 2005 and is responsible for the overall management of our business and properties in Shanghai. From 2004 to 2005, he was responsible for managing our real estate business in Suzhou as a general manager of Suzhou Zhonghui property Development Co., ltd. prior to that, he was the assistant general manager of Yanlord Investment (nanjing) Co., ltd from 1996 to 2004. Between 1987 and 1999, he was the assistant general manager of Yanlord Industrial (Shenzhen) Co., ltd and was also responsible for the sales and marketing policies of the business. Between 1995 and 1996, he was the assistant manager of Riverfront Jin Feng Trading Co., ltd as an assistant manager. Mr Zhuang graduated from plA nanjing Institute of politics with a Bachelor’s degree.
Mr. Zhang Hao Ning has been the General Manager of our nanjing operations since 2005 and is responsible for the overall management of our business in nanjing. He was our assistant general manager between 2000 and 2005, and the manager of our operations department from 1994 to 2000. prior to joining us, he worked as a cost engineer in the Architecture Design Institute, nanjing and Hong Kong Changjiang pte ltd, nanjing between 1990 and 1994, and was responsible for the management of their engineering budgets and was also involved in the design work of an architecture design institute. Mr. Zhang obtained a Masters degree in economics from the nanjing university in the pRC in 1995. He is also a registered cost engineer.
KEYMANAGEMENT
YANLORD AND GROUP LIMITED AnnuAl RepoRT 2009
47
Mr. Xiao Zujun has been the General Manager of our operations in Suzhou since november 2006 and is responsible for the overall business in Suzhou. prior to this, Mr. Xiao was the assistant general manager of our Suzhou subsidiary from 2004 to 2005. Between 2002 and 2004, Mr. Xiao was the general manager of our Chengdu subsidiary. In 1992, Mr. Xiao participated in the setting up of Guizhou Hanfang Group and assumed the position of the group’s vice general manager. In the same year, he helped set up Guizhou Hanfang Real estate Development Company and took responsibilities as the company’s general manager. From 1983 to 1992, Mr. Xiao worked for the personnel Department of Guizhou university. Mr. Xiao Zujun graduated from Guizhou university in 1983 with a Bachelor’s degree in History. Mr. Xiao qualified as a practicing lawyer in China since 1988.
Mr. Huang Zhong Xin has been the General Manager of our Chengdu operations since 2005 and is responsible for the overall management of our operations in Chengdu. Since 2002, he served as an assistant general manager and later the general manager of Yanlord Industrial (Chengdu) Co., ltd. He was involved in the day to day operations of the company. Mr. Huang has been with the Yanlord group since 1989. He was first involved in the international trading business of Yanlord Holdings until 1993. Subsequently, he was the assistant general manager of Yanlord Industrial (Shenzhen) Co., ltd and was responsible for setting up of industrial centres for two years. From 1994 to 2002, he was an assistant manager at Yanlord Investment (nanjing) Co., ltd and acting general manager of Yanlord property Management Co., ltd and was involved in the marketing, project planning and property management functions of these companies. He graduated with a Bachelor’s degree in literature from Beijing Humanities Correspondence university in 1988.
Mr. Lam Ching Fung has been the General Manager of our Zhuhai operations since 2005 and assumed the role of General Manager of our Shenzhen operations in May 2009. He is responsible for the overall management of our operations in Zhuhai and Shenzhen. He was previously the director of the Zhuhai Special economic Zone longshi Bottle Capping Factory where he was responsible for the overall management of the business. Mr. lam has completed an executive course in Advanced Business Management conducted by the Qinghua university, Zhuhai.
Mr. Dai Gang assumed the role of General Manager of our Tianjin operations in May 2009. prior to this, Mr Dai was the General Manager of our Shenzhen operations since February 2008. In addition he is also our Group’s chief engineer and the vice general manager of our Shanghai subsidiary. Mr. Dai joined our Shanghai subsidiary in March 1993 and rose through the ranks as an electric engineer, project manager, department manager, deputy chief engineer and vice general manager. Mr. Dai has been chairing the committee for fully-fitted apartments under the Residential property Developers’ union, Shanghai Federation of Industry & Commerce since october 2005. Mr. Dai graduated from Shanghai Textile Technology College and majored in Industrial Automation. Mr. Dai is a certified supervisory engineer.
Mr. Chung Chiu Yan has been an executive Director of one of our subsidiaries, Yanlord Investment (nanjing) Co., ltd. since 2004. prior to joining us, he worked as an executive at Guangdong province lufeng Supplies Association for five years. Between 1980 and 1985, he worked at Guangdong province lufeng City West River Sanitisation Factory. He was a teacher at Guangdong province lufeng new light primary School from 1975 to 1980. Mr. Chung graduated from China Guangdong province lufeng longshan High School in 1965.
Mr. Zheng Xi has been serving as the Vice-Chairman on the board of one of our subsidiaries, Yanlord Investment (nanjing) Co., ltd. since 1995 and is responsible for the day to day operations of the Group’s business in nanjing. prior to joining us, Mr. Zheng was the assistant general manager of Guangdong province Shenzhen Yanlord Huayou Co., ltd. for five years. Between 1969 and 1988, he was the deputy supervisor of Guangdong province lufeng Supplies Association. Mr. Zheng majored in business management in the Guangdong province China Finance and Trade Management College and graduated in 1986.
KEY MANAGEMENT
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
YANLORD LAND GROUP LIMITED AnnuAl RepoRT 2009
48
BOARD OF DIRECTORSZhong Sheng Jian, Chairman and Chief Executive OfficerZhong Siliang, Executive DirectorChan Yiu Ling, Executive DirectorHong Zhi Hua, Executive DirectorRonald Seah Lim Siang, Lead Independent DirectorNg Ser Miang, Independent DirectorNg Shin Ein, Independent DirectorNg Jui Ping, Independent Director
AUDIT COMMITTEERonald Seah Lim Siang, ChairmanNg Shin EinNg Jui Ping
NOMINATING COMMITTEENg Ser Miang, ChairmanRonald Seah Lim SiangZhong Sheng Jian
REMUNERATION COMMITTEENg Jui Ping, ChairmanRonald Seah Lim SiangNg Shin Ein
RISK MANAGEMENT COMMITTEENg Shin Ein, ChairmanNg Ser MiangNg Jui PingZhong Sheng Jian
EXECUTIVE VICE-PRESIDENT / COMPANY SECRETARYTan Shook Yng
GROUP FINANCIAL CONTROLLERJim Chan Chi Wai
HEAD, CORPORATE FINANCE AND RELATIONSAnyi Wang
REGISTERED OFFICE9 Temasek Boulevard#36-02 Suntec Tower TwoSingapore 038989Tel: (65) 6336 2922Fax: (65) 6238 6256Registration No.: 200601911K
WEBSITEhttp://www.yanlordland.com
AUDITORSDeloitte & Touche LLP6 Shenton Way #32-00DBS Building Tower TwoSingapore 068809Partner-in-charge: Wong-Yeo Siew Eng(Appointed on April 29, 2008)
SHARE REGISTRAR ANDTRANSFER OFFICEBoardroom Corporate & AdvisoryServices Pte. Ltd.50 Raffles PlaceSingapore Land Tower #32-01Singapore 049483(Appointed on March 7, 2006)
PRINCIPAL BANKERSIndustrial and Commercial Bank of ChinaBank of ShanghaiThe Hongkong and Shanghai Banking Corporation LtdThe Royal Bank of ScotlandStandard Chartered BankDBS Bank Ltd
STOCK EXCHANGE LISTINGSingapore Exchange Securities TradingLimited
DATE AND COUNTRY OFINCORPORATION13 February 2006, Singapore
CORPORATEINFORMATION
49 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
CORPORATEGOVERNANCE STATEMENT
Yanlord Land Group Limited (“Company” and its group of companies, “Group”) is committed to complying with the Code of
Corporate Governance 2005 (“Code”) so as to safeguard the interests of the shareholders (“Shareholders”). This statement
outlines the Company’s corporate governance processes and activities that were in place during the fi nancial year.
BOARD MATTERS
Principle 1: Board’s Conduct of Affairs
The principal functions of the board of directors of the Company (“Board”) include, among others, supervising the overall
management and performance of the business and affairs of the Group and approving the Group’s corporate and strategic
policies and direction.
Matters which are specifi cally reserved for the Board’s approval include, among others, signifi cant corporate matters and
major undertakings. The Board dictates the strategic direction and management of the Company through quarterly reviews
of the fi nancial performance of the Group. To facilitate effective management, certain functions of the Board have been
delegated to various Board’s committees, namely, the Audit Committee (“AC”), the Nominating Committee (“NC”), the
Remuneration Committee (“RC”) and the Risk Management Committee (“RMC”) (collectively, “Board Committees”).
The Company’s Articles of Association (“AA”) are suffi ciently fl exible to allow a Director to participate at a meeting via
telephone, video conference or by means of similar communication equipment. In the course of the fi nancial year under
review, the number of meetings held and attended by each of the Board and Board Committees is as set out below:
BOARD Meetings AC Meetings NC Meetings RC Meetings RMC Meetings
Directors Held* Attendance Held* Attendance Held* Attendance Held* Attendance Held* Attendance
Zhong Sheng Jian 6 6 — — 1 1 — — 1 1
Zhong Siliang 6 6 — — — — — — — —
Chan Yiu Ling 6 6 — — — — — — — —
Hong Zhi Hua 6 5 — — — — — — — —
Ronald Seah Lim Siang 6 6 4 4 1 1 1 1 — —
Ng Ser Miang 6 5 — — 1 1 — — 1 1
Ng Shin Ein 6 6 4 4 — — 1 1 1 1
Ng Jui Ping 6 5 4 4 — — 1 1 1 1
Notes:
* Refl ects the number of meetings held during the time that the director held offi ce.
- Indicates that the director was not a member of that committee during the year.
New directors, upon appointment, are given information on the Group’s business, structure and corporate and
strategic direction. The directors are also encouraged to visit the development sites of the Group as and when time permits,
and to receive further relevant briefi ngs, particularly on relevant new laws and regulations, from time to time, if necessary.
Principle 2: Board Composition and Guidance
The Board comprises:
1. Zhong Sheng Jian: Chairman and Chief Executive Offi cer
2. Zhong Siliang: Executive Director
3. Chan Yiu Ling: Executive Director
4. Hong Zhi Hua: Executive Director
5. Ronald Seah Lim Siang: Lead Independent Director
6. Ng Ser Miang: Independent Director
7. Ng Shin Ein: Independent Director
8. Ng Jui Ping: Independent Director
CORPORATEGOVERNANCE STATEMENT
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
50
There is a strong and independent element on the Board, with independent directors making up half of the Board. The Board
believes that the size and composition of the Board, their experience and core competencies in various fi elds are appropriate
and effective, taking into consideration the scope and nature of operations of the Company.
Principle 3: Chairman and Chief Executive Offi cer
Zhong Sheng Jian currently fulfi lls the role of Chief Executive Offi cer (“CEO”) and Chairman of the Board (“Chairman”).
The Board has not adopted the recommendation of the Code to have separate directors appointed as the Chairman and the
CEO. This is because the Board is of the view that there is a suffi ciently strong independent element on the Board to enable
independent exercise of objective judgement on the corporate affairs of the Group. Pursuant to the recommendation in the
Code, the Company has also appointed Ronald Seah Lim Siang as its lead independent director.
The Chairman, Zhong Sheng Jian is responsible for, among others, exercising control over the quality, quantity and timeliness
of the fl ow of information between the management of the Company (“Management”) and the Board, and assisting in
ensuring compliance with the Company’s guidelines on corporate governance.
Principle 4: Board Membership
Principle 5: Board Performance
Nominating Committee (“NC”)
The NC makes recommendations to the Board on all board appointments. The majority of the members of the NC, including
its chairman, are independent. The chairman of the NC is Ng Ser Miang who is not directly associated with a substantial
shareholder as prescribed in the Code. The other 2 members are Zhong Sheng Jian and Ronald Seah Lim Siang. The NC is
guided by its terms of reference which set out its responsibilities. The NC will be responsible for:
(a) reviewing and recommending the nomination and re-election of our directors having regard to the director’s
contribution and performance;
(b) determining on an annual basis whether or not a director is independent; and
(c) assessing the performance of our Board and contribution of each director to the effectiveness of the Board.
New directors are appointed by the Board after taking into consideration the recommendation made by the NC of such
Board appointments. The AA of the Company requires new directors appointed during the year to submit themselves for re-
election at the next Annual General Meeting (“AGM”) of the Company. The AA also requires one-third of the Board to retire by
rotation at every AGM. This means that no director may stay in offi ce for more than three years without being re-elected by
shareholders.
The Company has in place a system to assess the performance of the Board as a whole and the contribution of each director
to the effectiveness of the Board (“Performance Assessment”). The results of the Performance Assessment were reviewed by
the NC and circulated to the Board for consideration thereafter.
The NC, in considering the re-appointment of any director, evaluates the performance of the director. The assessment
parameters include attendance record at meetings of the Board and Board Committees, intensity of participation at meetings
and the quality of interventions.
The Board adopts the independence test recommended by the Code. Taking into account the independence test, the NC
considers and determines the independence of directors.
Key information regarding the directors is set out in this Annual Report under the heading entitled “Board of Directors”.
Principle 6: Access to Information
The Board was provided with fi nancial information, as well as relevant background information and documents relating to
items of business to be discussed at Board meetings prior to the scheduled meetings. The directors may (whether individually
or as a group), in the furtherance of their duties, take independent professional advice (e.g. auditors), if necessary, at the
Company’s expense.
51 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
CORPORATEGOVERNANCE STATEMENT
The Board has separate and independent access to the Company’s Management and Company Secretary at all times.
The Company Secretary attends all Board and Board Committees meetings. The role of the Company Secretary includes
responsibility for ensuring that Board procedures are followed and applicable rules and regulations are complied with. Under
the direction of the Chairman, the Company Secretary also ensures good information fl ows within the Board and its Board
Committees and between the Management and independent directors.
REMUNERATION MATTERS
Principle 7: Procedure for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
Remuneration Committee (“RC”)
The RC comprises 3 members, all of whom are independent directors. The chairman of the RC is Ng Jui Ping and the other 2
members are Ronald Seah Lim Siang and Ng Shin Ein.
The RC is guided by its terms of reference, which set out its responsibilities. The RC recommends to our Board, a framework
of remuneration for the directors and reviews the remuneration packages of the executive directors. The recommendations of
our RC are submitted for endorsement by the Board. All aspects of remuneration, including but not limited to directors’ fees,
salaries, allowances, bonuses and benefi ts in kind are reviewed by our RC. The RC also reviews the remuneration of senior
management and administers the Company’s Share Option Scheme 2006.
No director or member of the RC has been involved in deciding his own remuneration package. The total remuneration mix
for the CEO, executive directors and top 5 key executive offi cers (who are not also directors) of the Group comprises three
key components, namely, basic salary, annual performance incentive and other benefi ts including benefi ts-in-kind.
Save for directors’ fees, which have to be approved by the Shareholders at every AGM, the independent directors do not
receive any remuneration from the Company.
The remuneration (which includes basic salaries, annual performance incentive, directors’ fees and other benefi ts including
benefi ts-in-kind) paid or payable to each of the following personnel as at 31 December 2009 (“FY2009”) based on their
respective employment periods served in FY2009, in bands of S$250,000, are as follows:
(1) Remuneration of Directors for FY2009
Remuneration Bands
Basic
Salary
Annual
Performance
Incentive
Directors’
Fees
Other benefi ts
including
benefi ts in kind Total
S$5,000,000 to S$5,249,999
Zhong Sheng Jian 5% 94.7% 0 0.3% 100%
S$250,000 to S$499,999
Hong Zhi Hua 69% 31% 0 0 100%
Below S$250,000
Chan Yiu Ling 75% 25% 0 0 100%
Zhong Siliang 77% 23% 0 0 100%
Ronald Seah Lim Siang 0 0 100% 0 100%
Ng Ser Miang 0 0 100% 0 100%
Ng Shin Ein 0 0 100% 0 100%
Ng Jui Ping 0 0 100% 0 100%
CORPORATEGOVERNANCE STATEMENT
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
52
(2) Remuneration of the top 5 Key Executive Offi cers (who are not also directors) for FY2009
Remuneration Bands
Basic
Salary
Annual
Performance
Incentive
Directors’
Fees
Other benefi ts
including
benefi ts in kind Total
S$250,000 to S$499,999
Chen Yue 71% 29% 0 0 100%
Tan Shook Yng 75% 25% 0 0 100%
Dai Gang 60% 40% 0 0 100%
Below S$250,000
Chan Chi Wai 75% 25% 0 0 100%
Lam Ching Fung 59% 41% 0 0 100%
Employees who are immediate family members (i.e. spouse, child, adopted child, step-child, brother, sister and parent)
of a director or the CEO, and whose remuneration exceed S$150,000 during the year.
Two key employees whose remuneration exceeds S$150,000 during FY2009 are related to our Chairman and CEO,
Zhong Sheng Jian and our Executive Director, Zhong Siliang. The remuneration of both key employees are within the
remuneration band of below S$250,000 each.
The Company has the following share option schemes:
(1) Yanlord Land Group Pre-IPO Share Option Scheme; and
(2) Yanlord Land Group Share Option Scheme 2006 (collectively, the “Schemes”).
Details of the Schemes are set out in the Report of the Directors.
ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
The Board understands its accountability to the shareholders for the Group’s performance, and Management understands
its role in providing all members of the Board with fi nancial accounts and information, which present a balanced and
comprehensive assessment of the Group’s performance, fi nancial position and prospects on a regular basis.
The Management is accountable to the Board and presents to the Board, quarterly and full-year fi nancial results after the
same are reviewed by the Audit Committee. The Board reviews and approves the results and authorizes the release of results
to the public via SGXNET.
Principle 11: Audit Committee (“AC”)
The AC comprises 3 independent directors. The chairman of the AC is Ronald Seah Lim Siang and the other 2 members are
Ng Shin Ein and Ng Jui Ping. The AC is guided by its terms of reference which set out its responsibilities.
Our AC will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records,
develop and maintain effective systems of internal control, with the overall objective of ensuring that the Management creates
and maintains an effective control environment in our Group. Our AC will provide a channel of communication between the
Board, the Management and our external auditors on matters relating to audit.
53 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
CORPORATEGOVERNANCE STATEMENT
Our AC will meet periodically to perform the following functions:
(a) review with the external auditors and where applicable, our internal auditors, their audit plans, their evaluation of the
system of internal accounting controls, their letters to Management and the Management’s response;
(b) review quarterly and annual fi nancial results announcements before submission to the Board for approval, focusing
in particular on changes in accounting policies and practices, major risk areas, signifi cant adjustments resulting
from the audit, compliance with accounting standards and compliance with the SGX-ST Listing Manual and any other
relevant statutory or regulatory requirements;
(c) review the internal control procedures and ensure co-ordination between the external auditors and the Management,
and review the assistance given by the Management to the auditors, and discuss problems and concerns, if any,
arising from audits, and any matters which the auditors may wish to discuss (in the absence of the Management,
where necessary);
(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any
relevant laws, rules or regulations, which has or is likely to have a material impact on our operating results or fi nancial
position, and the Management’s response;
(e) consider and recommend the appointment or re-appointment of the external auditors and matters relating to the
resignation or dismissal of the auditors;
(f) review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;
(g) review potential confl icts of interest, if any;
(h) undertake such other reviews and projects as may be requested by the Board, and report to the Board its fi ndings
from time to time on matters arising and requiring the attention of our AC; and
(i) generally undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual, or
by such amendments as may be made thereto from time to time.
Our AC meets, at a minimum, on a quarterly basis. In the event that a member of the AC is interested in any matter being
considered by the AC, he will abstain from reviewing that particular transaction or voting on that particular resolution. If
necessary, the AC also meets with the internal and external auditors without the presence of Management. The internal and
external auditors have unrestricted access to the AC and vice versa. The AC has been given full access to and co-operation
of the Management and has reasonable resources to enable it to discharge its function properly.
The AC, having reviewed all non-audit services provided by the external auditors to the Group in FY2009, is satisfi ed that the
nature and extent of such services would not affect the independence of the external auditors.
Principle 12: Internal Controls
The Board is responsible for the Company’s internal control measures to safeguard shareholders’ investments. The internal
controls are intended to provide reasonable but not absolute assurance against material misstatements or losses and include
the safeguarding of assets, the maintenance of proper accounting records, the reliability of fi nancial information, compliance
with appropriate legislations, regulations and best practices, and the identifi cation and containment of business risks.
CORPORATEGOVERNANCE STATEMENT
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
54
Risk Management Committee (“RMC”)
The RMC comprises 4 members. The chairman of the RMC is Ng Shin Ein and the other 3 members are Zhong Sheng Jian,
Ng Ser Miang and Ng Jui Ping. The RMC is guided by its terms of reference which set out its responsibilities including:
(a) identifying, measuring, managing and controlling risks that may have a signifi cant impact on our property development
activities;
(b) reviewing and assessing our risk related policies and methodologies; and
(c) considering and reviewing matters that may have a signifi cant impact on the stability and integrity of the property
market in China.
The Board and AC are satisfi ed that there are adequate internal controls in the Company.
Principle 13: Internal Audit
The Group has an in-house internal audit function (“Internal Audit”) that is independent of the activities it audits. The Internal
Audit reports directly to the AC chairman, and administratively to the Chairman and CEO.
The key role of the Internal Audit is to promote effective internal control in the Group and to monitor the performance and
effective application of internal audit procedures. The Internal Audit is expected to meet the standard set by internationally
recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute
of Internal Auditors. The AC is satisfi ed that the Company’s internal audit function is adequately resourced.
COMMUNICATION WITH SHAREHOLDERS
Principles 14 & 15: Communication with Shareholders
In line with continuous disclosure obligations of the Company, the Board’s policy is that shareholders be informed promptly
of any major development that may have a material impact on the Group’s performance. Information is communicated to
shareholders on a timely basis, through annual reports that are to be issued to all shareholders within the mandatory period,
quarterly fi nancial statements announcements, press releases and other relevant announcements via SGXNET. The Company
does not practice selective disclosure.
The Company operates its corporate website at www.yanlordland.com through which shareholders will be able to access
updated information on the Group. The website provides corporate announcements, press releases and other information of
the Group.
At the AGM, shareholders will be given the opportunity to express their views and make enquiries regarding the business and
operations of the Group. Separate resolutions are proposed for substantially separate issues at the AGM.
DEALINGS IN SECURITIES
The Company has adopted and implemented an internal compliance code to provide guidance to its Directors and key
employees in relation to the dealings in its securities issued by the SGX-ST. Directors and key employees who have access to
material price sensitive information are prohibited from dealing in securities of the Company prior to the announcement of a
matter that involves material unpublished price sensitive information. They are also prohibited from dealing in the Company’s
securities one month prior to the announcement of the Company’s full year fi nancial statements and two weeks before the
announcement of the Company’s fi nancial statements for each of the fi rst three quarters of its fi nancial year.
REPORT OFTHE DIRECTORS
55 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
The directors present their report together with the audited consolidated fi nancial statements of the Group and the statement
of fi nancial position and statement of changes in equity of the Company for the fi nancial year ended December 31, 2009.
1 DIRECTORS
The directors of the Company in offi ce at the date of this report are:
Zhong Sheng Jian
Zhong Siliang
Chan Yiu Ling
Hong Zhi Hua
Ronald Seah Lim Siang
Ng Ser Miang
Ng Shin Ein
Ng Jui Ping
2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES
Neither at the end of the fi nancial year nor at any time during the fi nancial year did there subsist any arrangement
whose object is to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares
or debentures in the Company or any other body corporate, except for the options mentioned in paragraph 5 of the
Report of the Directors.
3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the Company holding offi ce at the end of the fi nancial year had no interests in the share capital and
debentures of the Company and related corporations as recorded in the register of directors’ shareholdings kept by
the Company under Section 164 of the Singapore Companies Act (“Act”) except as follows:
Holdings registered
in the name of directors
Holdings in which directors are
deemed to have an interest
Name of directors and companies
in which interests are held
At beginning
of year
At end
of year
At beginning
of year
At end
of year
The Company
a) Ordinary shares
Zhong Sheng Jian (1) 1,987,000 5,487,000 1,277,514,000 1,267,514,000
Zhong Siliang 20,000 20,000 – –
Chan Yiu Ling (2) 20,000 20,000 5,000 25,000
Hong Zhi Hua (3) 310,000 310,000 – –
Ronald Seah Lim Siang 50,000 50,000 – –
Ng Ser Miang 300,000 400,000 – –
Ng Shin Ein 38,000 38,000 – –
REPORT OFTHE DIRECTORS
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
56
3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (Cont’d)
Holdings registered
in the name of directors
Holdings in which directors are
deemed to have an interest
Name of directors and companies
in which interests are held
At beginning
of year
At end
of year
At beginning
of year
At end
of year
b) Convertible notes due 2012 ($’000)
Zhong Sheng Jian – 16,750 – –
Ng Ser Miang 500 500 – –
Ng Shin Ein 250 250 – –
(1) Zhong Sheng Jian is deemed to be interested in 1,267,514,000 ordinary shares in the Company held by Yanlord Holdings Pte. Ltd. (“YHPL”).
YHPL is a company which is owned by Zhong Sheng Jian (95% shareholding interest) and his spouse (5% shareholding interest).
(2) 25,000 shares in the Company held by the spouse of Chan Yiu Ling.
(3) Interest held via nominee account.
The directors’ benefi cial interest in other related corporations’ shares and debentures were as follows:
Holdings registered
in the name of directors
Holdings in which directors are
deemed to have an interest
Name of directors and companies
in which interests are held
At beginning
of year
At end
of year
At beginning
of year
At end
of year
Immediate holding company
Yanlord Holdings Pte. Ltd.
(Ordinary shares)
Zhong Sheng Jian 95,000,000 95,000,000 5,000,000 5,000,000
Related corporations
(i) Yanlord Capital Pte. Ltd.
(Ordinary shares)
Zhong Sheng Jian – – 1 1
(ii) Yanlord Industries Pte. Ltd.
(Ordinary shares)
Zhong Sheng Jian – – 1 1
By virtue of Section 7 of the Singapore Companies Act, the relevant directors are deemed to have an interest in the
Company and all the related corporations of the Company.
The directors’ interests in the shares and convertible notes of the Company as at January 21, 2010 were the same as
at December 31, 2009.
4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the fi nancial year, no director has received or become entitled to receive a benefi t which is
required to be disclosed under Section 201(8) of the Act, by reason of a contract made by the Company or a related
corporation with the director, or with a fi rm of which he is a member, or with a company in which he has a substantial
fi nancial interest, except as disclosed in these fi nancial statements or the fi nancial statements of the relevant related
corporations within the Group, if any. Certain directors received remuneration from related corporations in their
capacity as directors and/or executives of those related corporations.
REPORT OFTHE DIRECTORS
57 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
5 SHARE OPTIONS AND CONVERTIBLE NOTES
5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”)
(a) On June 21, 2006, the options to subscribe for an aggregate of 14,592,000 ordinary shares in the capital
of the Company pursuant to the Pre-IPO ESOS were duly granted. The Pre-IPO ESOS is non-recurring
and there will be no further issue of any options under this Scheme.
The options under the Pre-IPO ESOS grant the right to the holder to subscribe for new ordinary shares
of the Company at a discount of fi fteen percent (15%) of the IPO offer share price of $1.08. The options
granted under the Pre-IPO ESOS will be exercisable after the second anniversary of the date of grant of
the options and all options must be exercised before the fi fth anniversary from the date of grant of the
options.
Each option grants the holder the right to subscribe for one ordinary share in the Company. The options
may be exercised in full or in part thereof.
The Pre-IPO ESOS is administered by the Pre-IPO Share Option Management Committee (“Pre-IPO
ESOS Committee”) comprising the following members:
Zhong Sheng Jian Chairman and Chief Executive Offi cer
Zhong Siliang Executive Director
Chan Yiu Ling Executive Director
Ronald Seah Lim Siang Lead Independent Director
In exercising its discretion, the Pre-IPO ESOS Committee must act in accordance with any guidelines
that may be provided by the Board of Directors.
(b) The details of the movement of the options granted under the Pre-IPO ESOS during the fi nancial year are
set out below:
Date of
grant
Balance at
beginning
of year Granted Exercised Lapsed
Balance at
end of year
Exercise
period
Exercise
price per
share
June 21, 2006 7,402,000 – (2,090,000) – 5,312,000 June 22, 2008
to
June 20, 2011
$0.92
(c) The details of share options granted under the Pre-IPO ESOS to the directors of the Company are as
follows:
Directors
Options
granted
during
the year
Aggregate options
granted since
commencement of
Pre-IPO ESOS
up to end of year
Aggregate options
lapsed since
commencement of
Pre-IPO ESOS
up to end of year
Aggregate options
outstanding as at
end of year
Chan Yiu Ling – 700,000 – 700,000
Hong Zhi Hua – 300,000 – 300,000
Zhong Siliang – 300,000 – 300,000
The directors’ interests in the options of the Company as at January 21, 2010 were the same as at
December 31, 2009.
REPORT OFTHE DIRECTORS
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
58
5 SHARE OPTIONS AND CONVERTIBLE NOTES (Cont’d)
5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”) (Cont’d)
(d) During the fi nancial year,
(i) no participant to the Pre-IPO ESOS is a controlling shareholder of the Company nor its
associates; and
(ii) save as disclosed above, no participant to the Pre-IPO ESOS received options which represent
5% or more of the total number of options available under the Pre-IPO ESOS.
5.2 Yanlord Land Group Share Option Scheme 2006 (“ESOS 2006”)
The ESOS 2006 will provide eligible participants with the opportunity to participate in the equity of the
Company and motivate them towards better performance through increased dedication and loyalty. The
aggregate number of shares that may be issued or issuable under the plan at any time may not exceed 15% of
the then issued share capital.
The Remuneration Committee (“RC”) comprises 3 independent directors, and they are Ng Jui Ping, Ronald
Seah Lim Siang and Ng Shin Ein. The RC administers the ESOS 2006.
Options may be granted to employees and directors of the Company or any of the related entities, which
include the subsidiaries or any entities in which the Company holds a substantial ownership interest, including
any such employees or directors who are associates of the controlling shareholder. The controlling shareholder
is not eligible to participate in the ESOS 2006.
In general, the plan administrator determines the exercise price of an option. The exercise price may be a fi xed
or variable price related to the fair market value of the ordinary shares. The term of each award will be stated
in the award agreement. The term of an award will not exceed 10 years from the date of the grant, or fi ve years
from the date of grant in the case of options granted to non-executive directors or employees of related entities
other than subsidiaries. In general, the plan administrator determines, or the award agreement specifi es, the
vesting schedule.
The Board of Directors may at any time amend, suspend or terminate the ESOS 2006. Amendments to the
plan are subject to shareholder approval to the extent required by law, or stock exchange rules or regulations.
Additionally, shareholder approval is specifi cally required to increase the number of shares available for
issuance under the plan or to extend the term of an option beyond 10 years. Unless terminated earlier, the plan
will expire and no further awards may be granted after the tenth anniversary of the shareholder’s approval of
the plan.
This scheme will continue to be in force at the discretion of the RC subject to a maximum period of 10 years
commencing on the date the ESOS 2006 was adopted by the Company in general meeting. However, ESOS
2006 may continue beyond the above stipulated period with the approval of shareholders by ordinary resolution
in general meeting and of any relevant authorities that may then be required.
During the fi nancial year, no option was granted under the ESOS 2006.
5.3 Convertible Notes
The Company issued convertible notes due in 2012 and convertible notes due in 2014 in 2007 and in the
fi nancial year respectively as disclosed in Note 21 to the fi nancial statements.
REPORT OFTHE DIRECTORS
59 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
6 OPTIONS EXERCISED
During the fi nancial year, 2,090,000 shares were issued pursuant to the exercise of options granted under the Pre-IPO
ESOS.
Save as disclosed above, no share of the Company or any corporation in the Group was allotted and issued by virtue
of the exercise of options to take up unissued shares of the Company or any corporation in the Group.
7 UNISSUED SHARES UNDER OPTIONS
Save as disclosed above, there was no option granted by the Company or any corporation in the Group to any person
to take up unissued shares of the Company or any corporation in the Group as at the end of the fi nancial year.
8 AUDIT COMMITTEE
At the date of this report, the Audit Committee comprises the following members:
Ronald Seah Lim Siang Chairman and Lead Independent Director
Ng Jui Ping Independent Director
Ng Shin Ein Independent Director
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act,
Cap. 50. The functions performed are detailed in the Corporate Governance Report.
The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-appointment
as external auditors of the Group at the forthcoming Annual General Meeting of the Company.
9 AUDITORS
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
Zhong Sheng Jian
Chan Yiu Ling
March 24, 2010
STATEMENT OF DIRECTORS
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
60
In the opinion of the directors, the consolidated fi nancial statements of the Group and the statement of fi nancial position and
statement of changes in equity of the Company set out on pages 62 to 114 are drawn up so as to give a true and fair view
of the state of affairs of the Group and of the Company as at December 31, 2009, and of the results, changes in equity and
cash fl ows of the Group and the changes in equity of the Company for the fi nancial year then ended and at the date of this
statement, there are reasonable grounds to believe that the Company will be able to pay its debts when they fall due.
ON BEHALF OF THE DIRECTORS
Zhong Sheng Jian
Chan Yiu Ling
March 24, 2010
INDEPENDENT AUDITORS' REPORT
To the Members of Yanlord Land Group Limited
61 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
We have audited the accompanying fi nancial statements of Yanlord Land Group Limited (the Company) and its subsidiaries
(the Group) which comprise the statements of fi nancial position of the Group and the Company as at December 31, 2009,
the income statement, statement of comprehensive income, statement of changes in equity and statement of cash fl ows of
the Group and the statement of changes in equity of the Company for the year then ended, and a summary of signifi cant
accounting policies and other explanatory notes, as set out on pages 62 to 114.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these fi nancial statements in accordance with
the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This
responsibility includes: devising and maintaining a system of internal accounting controls 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 account and
balance sheet and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these 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 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 judgement, 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 and fair presentation of the fi nancial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the 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,
(a) the consolidated fi nancial statements of the Group and the statement of fi nancial position and statement of changes
in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial
Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at
December 31, 2009 and of the results, changes in equity and cash fl ows of the Group and changes in equity of the
Company for the year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of
the Act.
Deloitte & Touche LLP
Public Accountants and
Certifi ed Public Accountants
Singapore
March 24, 2010
STATEMENTS OFFINANCIAL POSITIONDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
62
GROUP COMPANY
Note 2009 2008 2009 2008
$’000 $’000 $’000 $’000
ASSETS
Non-current assetsProperty, plant and equipment 7 34,997 39,078 – –
Investment properties 8 667,480 347,324 – –
Properties for development 9 1,954,692 2,150,667 – –
Investments in subsidiaries 10 – – 515,319 515,319
Investments in jointly controlled entities 11 28,340 – – –
Available-for-sale investment 12 10,220 10,445 – –
Intangible asset 13 125 128 – –
Deferred tax assets 14 17,254 5,637 – –
Total non-current assets 2,713,108 2,553,279 515,319 515,319
Current assetsInventories 523 477 – –
Completed properties for sale 9 240,364 506,244 – –
Properties under development for sale 9 2,111,133 1,246,708 – –
Trade receivables 1,621 1,547 – –
Other receivables and deposits 15 112,686 41,923 – –
Non-trade amounts due from:
Subsidiaries 5 – – 1,532,930 1,352,640
Jointly controlled entities 11 25 –
Minority shareholders of subsidiaries 16 163,008 83,808 – –
Other related party 6 110 80 – –
Held-for-trading investment 17 2,017 1,101 – –
Pledged bank deposits 18 5,042 8,272 – –
Cash and bank balances 18 1,357,059 375,741 247,244 380
Total current assets 3,993,588 2,265,901 1,780,174 1,353,020
Total assets 6,706,696 4,819,180 2,295,493 1,868,339
STATEMENTS OFFINANCIAL POSITION
December 31, 2009
63 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
GROUP COMPANY
Note 2009 2008 2009 2008
$’000 $’000 $’000 $’000
EQUITY AND LIABILITIES
Capital and reservesShare capital 19 1,454,576 1,226,168 1,454,576 1,226,168
Reserves 920,379 643,157 60,022 35,093
Equity attributable to equity holders of the Company 2,374,955 1,869,325 1,514,598 1,261,261
Minority interests 810,082 461,051 – –
Total capital and reserves 3,185,037 2,330,376 1,514,598 1,261,261
Non-current liabilitiesBank loans - due after one year 20 507,083 829,366 – –
Convertible notes 21 664,808 323,562 664,808 323,562
Deferred tax liabilities 14 118,875 46,640 – –
Non-trade amount due to:
A minority shareholder of a subsidiary 16 40,592 69,564 – –
Total non-current liabilities 1,331,358 1,269,132 664,808 323,562
Current liabilitiesTrade payables 22 364,544 335,511 – –
Other payables 23 1,081,362 223,790 10,765 463
Non-trade amounts due to:
A subsidiary 5 – – 99,992 271,538
Directors 6 5,319 7,186 5,280 7,045
A shareholder 6 50 4,470 50 4,470
Minority shareholders of subsidiaries 16 30,655 3,984 – –
Other related party 6 – 1 – –
Income tax payable 457,687 297,391 – –
Bank loans - due within one year 20 250,684 347,339 – –
Total current liabilities 2,190,301 1,219,672 116,087 283,516
Total equity and liabilities 6,706,696 4,819,180 2,295,493 1,868,339
See accompanying notes to fi nancial statements.
CONSOLIDATEDINCOME STATEMENTFinancial year ended December 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
64
GROUP
Note 2009 2008
$’000 $’000
Revenue 24 1,599,686 1,007,217
Cost of sales (706,695) (447,749)
Gross profi t 892,991 559,468
Other operating income 25 144,550 112,414
Selling expenses (26,895) (20,469)
Administrative expenses (61,642) (61,131)
Other operating expenses (1,486) (4,660)
Finance cost 26 (18,308) (4,739)
Share of loss of jointly controlled entities (166) –
Profi t before income tax 929,044 580,883
Income tax 27 (493,489) (266,927)
Profi t for the year 28 435,555 313,956
Attributable to:
Equity holders of the Company 325,356 225,841
Minority interests 110,199 88,115
435,555 313,956
Earnings per share (cents) 29
- Basic 17.23 12.35
- Diluted 16.18 11.66
See accompanying notes to fi nancial statements.
CONSOLIDATEDSTATEMENT OF COMPREHENSIVE INCOME
Financial year ended December 31, 2009
65 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
GROUP
Note 2009 2008
$’000 $’000
Profi t for the year 28 435,555 313,956
Other comprehensive (expense) income:
Currency translation difference (97,032) 151,169
Other comprehensive (expense) income for the year (97,032) 151,169
Total comprehensive income for the year 338,523 465,125
Total comprehensive income attributable to:
Equity holders of the Company 249,513 349,999
Minority interests 89,010 115,126
338,523 465,125
See accompanying notes to fi nancial statements.
STATEMENTS OFCHANGES IN EQUITYFinancial year ended December 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
66
Note
Share
capital
Currency
translation
reserve
Equity
reserve
Statutory
reserve
Merger
defi cit
Other
reserve
Accumulated
profi ts
Attributable
to equity
holders of
the Company
Minority
interests Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
GROUP
Balance at January 1, 2008 1,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535,192 454,607 1,989,799
Total comprehensive income
for the year – 124,158 – – – – 225,841 349,999 115,126 465,125
Issuance of shares under
Pre-IPO Share Option Scheme 7,087 – (2,009) – – – – 5,078 – 5,078
Recognition of equity-settled
share-based payments 33 – – 1,148 – – – – 1,148 – 1,148
Change of interest in a
subsidiary – – – – – – – – (15) (15)
Acquisition of a subsidiary 32 – – – – – – – – 637 637
Return of minority
shareholder’s share of
reserves – – – – – – – – (14,298) (14,298)
Capital injection by minority
shareholders – – – – – – – – 14,691 14,691
Dividends 30 – – – – – – (22,092) (22,092) – (22,092)
Dividends declared to minority
shareholders – – – – – – – – (109,697) (109,697)
Appropriations – – – 26,036 – – (26,036) – – –
Balance at December 31, 2008 1,226,168 83,675 49,859 69,178 (386,571) (48,628) 875,644 1,869,325 461,051 2,330,376
Total comprehensive (expense)
income for the year – (75,843) – – – – 325,356 249,513 89,010 338,523
Issuance of shares pursuant
to offering exercise, net of
expenses 225,724 – – – – – – 225,724 – 225,724
Issuance of shares under
Pre-IPO Share Option Scheme 2,684 – (761) – – – – 1,923 – 1,923
Recognition of equity
component of convertible
notes, net of expenses
(Note A) – – 59,874 – – – – 59,874 – 59,874
Change of interest in a
subsidiary – – – – – (8,879) – (8,879) 8,879 –
Return of minority
shareholder’s share of
reserves – – – – – – – – (10,083) (10,083)
Capital injection by minority
shareholders – – – – – – – – 375,866 375,866
Dividends 30 – – – – – – (22,525) (22,525) – (22,525)
Dividends declared to minority
shareholders – – – – – – – – (114,641) (114,641)
Appropriations – – – 25,664 – – (25,664) – – –
Balance at December 31, 2009 1,454,576 7,832 108,972 94,842 (386,571) (57,507) 1,152,811 2,374,955 810,082 3,185,037
Note A: Included in the total share issue expenses was non-audit fee paid to the auditors of the Company amounting to $72,813 in connection with the offering
exercise of convertible notes.
See accompanying notes to fi nancial statements.
STATEMENTS OFCHANGES IN EQUITY
Financial year ended December 31, 2009
67 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
Note
Share
capital
Equity
reserve
Accumulated
losses Total
$’000 $’000 $’000 $’000
COMPANY
Balance at January 1, 2008 1,219,081 50,720 (54,869) 1,214,932
Total comprehensive income for the year – – 62,195 62,195
Issuance of shares under Pre-IPO Share Option Scheme 7,087 (2,009) – 5,078
Recognition of equity-settled share-based payments 33 – 1,148 – 1,148
Dividends 30 – – (22,092) (22,092)
Balance at December 31, 2008 1,226,168 49,859 (14,766) 1,261,261
Total comprehensive expense for the year – – (11,659) (11,659)
Issuance of shares pursuant to offering exercise, net of
expenses 225,724 – – 225,724
Issuance of shares under Pre-IPO Share Option Scheme 2,684 (761) – 1,923
Recognition of equity component of convertible notes, net of
expenses (Note A) – 59,874 – 59,874
Dividends 30 – – (22,525) (22,525)
Balance at December 31, 2009 1,454,576 108,972 (48,950) 1,514,598
Note A: Included in the total share issue expenses was non-audit fee paid to the auditors of the Company amounting to $72,813 in connection with the offering
exercise of convertible notes.
See accompanying notes to fi nancial statements.
CONSOLIDATEDSTATEMENT OF CASH FLOWSFinancial year ended December 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
68
GROUP
2009 2008
$’000 $’000
Operating activitiesProfi t before income tax 929,044 580,883
Adjustments for:
(Recovery) allowance for doubtful debts and bad debts written off (1) 1
Depreciation expense 4,407 3,900
Dividend income from available-for-sale investment (1,193) (3,115)
Dividend income from held-for-trading investment (43) (27)
Equity-settled share-based payment expense – 1,148
Fair value gain on investment properties (120,691) (81,220)
Fair value (gain) loss on held-for-trading investment (374) 2,155
Finance cost 18,308 4,739
Goodwill written off – 632
Gain on acquisition of additional interest from a minority shareholder – (15)
Interest income (6,690) (7,957)
Excess of fair values of net identifi able assets acquired over the cost of combination (70) –
Net loss (gain) on disposal of property, plant and equipment 22 (11)
Net (gain) loss on disposal of investment properties (160) 109
Share of loss of jointly controlled entities 166 –
Operating cash fl ows before movements in working capital 822,725 501,222
Properties for development (705,984) (527,134)
Inventories (46) 2,783
Completed properties for sale 262,076 (405,903)
Properties under development for sale (173,962) 48,878
Trade and other receivables and deposits (58,660) 8,437
Trade and other payables 904,684 (166,142)
Cash generated from (used in) operations 1,050,833 (537,859)
Interest paid (52,970) (90,307)
Income tax paid (249,272) (130,912)
Net cash from (used in) operating activities 748,591 (759,078)
CONSOLIDATEDSTATEMENT OF CASH FLOWS
Financial year ended December 31, 2009
69 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
GROUP
Note 2009 2008
$’000 $’000
Investing activitiesAcquisition of a subsidiary 32 (4,931) (134,742)
Investments in jointly controlled entities 11 (28,500) –
Dividend received from available-for-sale investment 1,193 3,115
Dividend received from held-for-trading investment 43 27
Interest received 5,352 7,247
Decrease (increase) in pledged bank deposits 3,230 (5,117)
Proceeds on disposal of property, plant and equipment 256 90
Proceeds on disposal of investment properties 2,093 1,094
Purchase of property, plant and equipment (2,331) (8,930)
Purchase of intangible asset – (128)
Purchase of held-for-trading investment (603) –
Advance to jointly controlled entities (25) –
Advance to minority shareholders of subsidiaries (117,385) (67,313)
Advance to other related party (38) –
Net cash used in investing activities (141,646) (204,657)
Financing activitiesDividend paid (22,525) (22,092)
Dividends paid to minority shareholders of subsidiaries (75,723) (41,719)
Net proceeds on issue of new shares 225,724 –
Net proceeds on issue of new shares under Pre-IPO Share Option Scheme 1,923 5,078
Net proceeds on issue of convertible notes 369,515 –
Proceeds from bank loans 567,866 696,725
Repayment of bank loans (963,782) (213,457)
Repayment to directors (1,867) (1,425)
(Repayment to) advance from a shareholder (4,420) 3,565
(Repayment to) advance from minority shareholders of subsidiaries (2,563) 36,302
Repayment to other related parties (1) (17)
Cash injection from minority shareholders of subsidiaries 375,866 14,691
Return of minority shareholder’s share of reserves (10,083) (14,298)
Net cash from fi nancing activities 459,930 463,353
Net increase (decrease) in cash and cash equivalents 1,066,875 (500,382)
Cash and cash equivalents at beginning of year 18 375,741 702,857
Effect of exchange rate changes on the balance of cash held in foreign currencies (85,557) 173,266
Cash and cash equivalents at end of year 18 1,357,059 375,741
See accompanying notes to fi nancial statements.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
70
1 GENERAL
The Company (Registration No. 200601911K) is incorporated in the Republic of Singapore with its principal place of
business and registered offi ce at 9 Temasek Boulevard, #36-02 Suntec Tower Two, Singapore 038989. The Company
is listed on the Singapore Exchange Securities Trading Limited. The fi nancial statements are expressed in Singapore
dollars.
The principal activity of the Company is to carry on the business of an investment holding company.
The principal activities of the subsidiaries are disclosed in Note 10 to the fi nancial statements.
The consolidated fi nancial statements of the Group and statement of fi nancial position and statement of changes
in equity of the Company for the fi nancial year ended December 31, 2009 were authorised for issue by the Board of
Directors on March 24, 2010.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The fi nancial statements are prepared in accordance with the historical cost convention,
except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the
Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).
ADOPTION OF NEW AND REVISED STANDARDS - In the current fi nancial year, the Group has adopted all the new
and revised FRSs and Interpretations of FRSs (“INT FRSs”) that are relevant to its operations and effective for annual
periods beginning on or after January 1, 2009. The adoption of these new/revised FRSs and INT FRSs does not result
in changes to the Group’s and the Company’s accounting policies and has no material effect on the amounts reported
for the current or prior years except as disclosed below:
FRS 1 - Presentation of Financial Statements (Revised)
FRS 1 (2008) has introduced terminology changes (including revised titles for the fi nancial statements) and changes
in the format and content of the fi nancial statements. In addition, the revised Standard requires the presentation of a
third statement of fi nancial position at the beginning of the earliest comparative period presented if the entity applies
new accounting policies retrospectively or makes retrospective restatements or reclassifi es items in the fi nancial
statements.
Amendments to FRS 40 Investment Property
As part of Improvements to FRSs (issued on October 2008), FRS 40 has been amended to include within its scope
investment property in the course of construction. Therefore, following the adoption of the amendments and in line
with the Group’s general accounting policy, investment property under construction is measured at fair value (where
that fair value is reliably determinable), with changes in fair value recognised in profi t or loss. The Group had previously
accounted for such assets at cost under properties under development for sale.
The change has been applied prospectively from January 1, 2009 in accordance with the relevant transitional
provisions. In 2009, $213.1 million of properties still under development were reclassifi ed from properties under
development for sale to investment properties at the carrying cost. As at the end of reporting period, $44.8 million was
stated at cost as it cannot be reliably valued due to the early stage of construction. The remaining amount transferred
of $168.3 million was subsequently remeasured at fair value.
Amendments to FRS 107 Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments
The amendments to FRS 107 expand the disclosures required in respect of fair value measurements and liquidity
risk. The Group has elected not to provide comparative information for these expanded disclosures in the current year
in accordance with the transitional reliefs offered in these amendments.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
71 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
FRS 108 - Operating Segments
The Group adopted FRS 108 with effect from January 1, 2009. FRS 108 requires operating segments to be identifi ed
on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating
decision maker in order to allocate resources to the segment and to assess its performance. In contrast, the
predecessor Standard (FRS 14 Segment Reporting) required an entity, to identify two sets of segments (Business
and Geographical), using a risks and rewards approach, with the entity’s “system of internal fi nancial reporting to
key management personnel” serving only as the starting point for the identifi cation of such segments. As a result,
following the adoption of FRS 108, the identifi cation of the Group’s reportable segments has changed (Note 31).
The comparative have been disclosed to conform to the requirements of FRS 108.
The management anticipates that the adoption of the FRSs, INT FRSs and amendments to FRS that were issued but
not effective at the date of authorisation of these fi nancial statements and are relevant to the Group and the Company
will not have a material impact on the fi nancial statements of the Group and of the Company in the period of their
initial adoption except for the following:
FRS 27 (Revised) – Consolidated and Separate Financial Statements; and FRS 103 (Revised) – Business Combinations
FRS 27 (Revised) will be effective for annual periods beginning on or after July 1, 2009. FRS 103 (Revised) is effective
for business combinations for which the acquisition date is on or after the beginning of the fi rst annual reporting
period beginning on or after July 1, 2009.
Apart from matters of presentation, the principal amendments to FRS 27 that will impact the Group concern the
accounting treatment for transactions that result in changes in a parent’s interest in a subsidiary. It is likely that these
amendments will signifi cantly affect the accounting for such transactions in future accounting periods, but the extent
of such impact will depend on the detail of the transactions, which cannot be anticipated. The changes will be adopted
prospectively for transactions after the date of adoption of the revised Standard and, therefore, no restatement will be
required in respect of transactions prior to the date of adoption.
Similarly, FRS 103 relates to accounting for business combination transactions. The changes to the Standard are
signifi cant, but their impact can only be determined once the detail of future business combination transactions is
known. The amendments to FRS 103 will be adopted prospectively for transactions after the date of adoption of the
revised Standard and no restatement will be required in respect of transactions prior to the date of adoption.
BASIS OF CONSOLIDATION - The consolidated fi nancial statements incorporate the fi nancial statements of the
Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has
the power to govern the fi nancial and operating policies of the investee enterprise so as to obtain benefi ts from its
activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement
from the effective date of acquisition or up to the effective date of disposal, as appropriate.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests in the net assets of consolidated subsidiaries are identifi ed separately from the Group’s equity
therein. Minority interests consist of the amount of those interests at the date of the original business combination
(see below) and the minority’s share of changes in equity since the date of the combination. Losses applicable to the
minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group
except to the extent that the minority has a binding obligation and is able to make an additional investment to cover its
share of those losses.
In the Company’s fi nancial statements, investments in subsidiaries are carried at cost less any impairment in net
recoverable value that has been recognised in profi t or loss.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
72
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
BUSINESS COMBINATIONS - The acquisition of subsidiaries from a common shareholder is accounted for using
the merger accounting method. Under this method, the Company has been treated as the holding company of the
subsidiaries for the fi nancial years presented rather than from the date of acquisition of the subsidiaries.
The acquisition of subsidiaries from a party other than a common shareholder is accounted for using the purchase
method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets
given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the
acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifi able assets, liabilities
and contingent liabilities that meet the conditions for recognition under FRS 103 are recognised at their fair values at
the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost
of the business combination over the Group’s interest in the net fair value of the identifi able assets, liabilities and
contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s
identifi able assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is
recognised immediately in profi t or loss.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair
value of the assets, liabilities and contingent liabilities recognised.
FINANCIAL INSTRUMENTS - Financial assets and fi nancial liabilities are recognised on the Group’s statement of
fi nancial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets
Investments are recognised and de-recognised on a trade date where the purchase or sale of an investment is under
a contract whose terms require delivery of the investment within the timeframe established by the market concerned,
and are initially measured at fair value, plus transaction costs except for those fi nancial assets classifi ed as at fair
value through profi t or loss which are initially measured at fair value.
Other fi nancial assets are classifi ed into the following specifi ed categories: “fi nancial assets at fair value through profi t
or loss”, “available-for-sale fi nancial assets” and “loans and receivables”. The classifi cation depends on the nature
and purpose of fi nancial assets and is determined at the time of initial recognition.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a fi nancial instrument and of allocating
interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of
the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the fi nancial
instrument, or where appropriate, a shorter period. Income and expense are recognised on an effective interest rate
basis for debt instruments other than those fi nancial instruments “at fair value through profi t or loss”.
Financial assets at fair value through profi t or loss (FVTPL)
Financial assets are classifi ed as at FVTPL where the fi nancial asset is either held-for-trading or it is designated as at
FVTPL.
A fi nancial asset is classifi ed as held-for-trading if:
• it has been acquired principally for the purpose of selling in the near future; or
• it is a part of an identifi ed portfolio of fi nancial instruments that the Group manages together and has a recent
actual pattern of short-term profi t-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
73 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
FVTPL are stated at fair value, with any resultant gain or loss recognised in profi t or loss. The net gain or loss
recognised in profi t or loss incorporates any dividend or interest earned on the fi nancial asset. Fair value is determined
in the manner described in Note 4.
Available-for-sale fi nancial assets
Available-for-sale fi nancial assets are those non-derivative fi nancial assets that are not classifi ed into any of the other
categories. Investments in equity instruments that do not have a quoted market price in an active market and whose
fair value cannot be reliably measured are measured at cost less impairment loss.
Loans and receivables
Trade receivables, loans and other receivables that have fi xed or determinable payments that are not quoted in an
active market are classifi ed as “loans and receivables”. Loans and receivables are measured at amortised cost using
the effective interest method less impairment. Interest is recognised by applying the effective interest method, except
for short-term receivables when the recognition of interest is immaterial.
Impairment of fi nancial assets
Financial assets, other than those at fair value through profi t or loss, are assessed for indicators of impairment at the
end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one
or more events that occurred after the initial recognition of the fi nancial asset, the estimated future cash fl ows of the
investment have been impacted.
For fi nancial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s
carrying amount and the present value of estimated future cash fl ows, discounted at the original effective interest rate.
The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the
exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When
a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts
previously written off are credited against the allowance account. Changes in the carrying amount of the allowance
account are recognised in profi t or loss.
With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment
loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was
recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent the carrying
amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have
been had the impairment not been recognised.
In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss, is
recognised in other comprehensive income.
Derecognition of fi nancial assets
The Group derecognises a fi nancial asset only when the contractual rights to the cash fl ows from the asset expire, or
it transfers the fi nancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If
the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the
transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may
have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred fi nancial asset,
the Group continues to recognise the fi nancial asset and also recognises a collaterialised borrowing for the proceeds
received.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
74
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Financial liabilities and equity instruments
Classifi cation as debt or equity
Financial liabilities and equity instruments issued by the Group are classifi ed according to the substance of the
contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of
its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured
at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.
Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost,
using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement
or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting
policy for borrowing costs (see below).
Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the
higher of the amount of obligation under the contract recognised as a provision in accordance with
FRS 37 - Provision, Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative
amortisation in accordance with FRS 18 - Revenue.
Derecognition of fi nancial liabilities
The Group derecognises fi nancial liabilities when, and only when, the Group’s obligations are discharged, cancelled or
they expire.
Convertible notes
Convertible notes are regarded as compound instruments, consisting of a liability component and an equity
component. The components of compound instruments are classifi ed separately as fi nancial liabilities and equity
in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability
component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount
is recorded as a liability on an amortised cost basis until extinguished upon conversion or at the instrument’s maturity
date. The equity component is determined by deducting the amount of the liability component from the fair value of
the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is
not subsequently remeasured. Upon conversion, the liability component is derecognised, the amortised cost of the
notes converted and the original equity component recognised are reclassifi ed to share capital. No gain or loss is
recognised on conversion.
Embedded derivatives
Derivatives embedded in other fi nancial instruments or other host contracts are treated as separate derivatives when
their risks and characteristics are not closely related to those of the host contracts and the host contracts are not
measured at fair value with changes in fair value recognised in profi t or loss.
An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of
the hybrid instrument to which the embedded derivative relates is more than 12 months and it is not expected to be
realised or settled within 12 months. Other embedded derivatives are presented as current assets or current liabilities.
LEASES - Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classifi ed as operating leases.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
75 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
The Group as lessor
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless
another systematic basis is more representative of the time pattern in which use benefi t derived from the leased asset
is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are recognised on a straight-
line basis over the lease term.
The Group as lessee
Rentals payable under operating leases are charged to 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 ts
from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense
in the period in which they are incurred.
PROPERTIES FOR DEVELOPMENT - Properties for development are mainly vacant leasehold land for future
development or land where management is in the process of obtaining permits prior to the commencement of physical
construction and sale in the normal course of business. They are stated at cost less allowance for any impairment in
value.
PROPERTIES UNDER DEVELOPMENT FOR SALE - Properties under development for sale are stated at lower of cost
or estimated net realisable value. Net realisable value takes into account the price ultimately expected to be realised
and the anticipated costs to completion. Cost of property under development comprises land cost, development
costs and borrowing costs capitalised during the development period. When completed, the units held for sale are
classifi ed as completed properties for sale.
COMPLETED PROPERTIES FOR SALE - Completed properties for sale are stated at lower of cost or net realisable
value. Cost is determined by apportionment of the total land cost, development costs and borrowing costs capitalised
to the unsold properties with such apportionment based on fl oor area. Net realisable value is determined by reference
to sale proceeds of properties sold in the ordinary course of business less all estimated selling expenses; or estimated
by management in the absence of comparable transactions taking into consideration prevailing market conditions.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses.
Construction-in-progress consists of construction costs and fi nance costs incurred during the period of construction.
Depreciation is charged so as to write off the cost of property, plant and equipment, other than construction-in-
progress, over their estimated useful lives, using the straight-line method, substantially on the following bases:
Leasehold land and buildings - 2% to 5%
Furniture, fi xtures and equipment - 20%
Motor vehicles - 10% to 25%
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of
any changes in estimate accounted for on a prospective basis.
Fully depreciated property, plant and equipment still in use are retained in the fi nancial statements.
The gain or loss arising on the disposal or retirement of a property, plant and equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in the profi t or loss.
INVESTMENT PROPERTIES - Investment properties are properties held to earn rental income and/or for capital
appreciation and properties under construction for such purposes, are measured initially at cost, including transaction
costs and subsequent to initial recognition, measured at fair value. The fair value of an investment property is the price
at which the property could be exchanged between knowledgeable, willing parties in an arm’s length transaction.
Professional valuations are obtained at least once in three years. Gains or losses arising from changes in the fair value
of investment property are included in profi t or loss for the period in which they arise. Where there is an inability to
determine fair value reliably when comparable market transactions are infrequent and alternative reliable estimates of
fair value are not available, the investment property is measured at cost.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
76
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
GOODWILL - Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity from third parties
represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifi able assets,
liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated
impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected
to benefi t from the synergies of the combination. Cash-generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the
recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is
allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the
unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill
is not reversed in a subsequent period.
On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the
determination of the profi t or loss on disposal.
INTANGIBLE ASSET - This relates to a club membership held on a long-term basis and is stated at cost less any
impairment loss.
IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At the end of each reporting
period, the Group reviews the carrying amounts of its tangible and intangible assets other than investment properties
carried at fair value, to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current
market assessments of the time value of money and the risks specifi c to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised immediately in profi t or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased
to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-
generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profi t or loss.
INTERESTS IN JOINTLY CONTROLLED ENTITIES - A jointly controlled entity is a contractual arrangement whereby
the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic
fi nancial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing
control.
Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an
interest are referred to as jointly controlled entities. The results, assets and liabilities of the jointly controlled entities
are incorporated in these fi nancial statements using the equity method of accounting. Under the equity method,
investments in the jointly controlled entities are carried in the consolidated statement of fi nancial position at cost as
adjusted for post-acquisition changes in the Group’s share of the net assets of the jointly controlled entities, less any
impairment in the value of individual investments.
Where the Group transacts with its jointly controlled entities, unrealised profi ts and losses are eliminated to the extent
of the Group’s interest in the jointly controlled entities.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
77 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
PROVISIONS - Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is
the present value of those cash fl ows.
When some or all of the economic benefi ts required to settle a provision are expected to be recovered from a third
party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
SHARE-BASED PAYMENTS - The Group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value of the equity instruments (excluding the effect of non
market-based vesting conditions) at the date of grant. Details regarding the determination of the fair value of equity-
settled share-based transactions are set out in Note 33. The fair value determined at the grant date of the equity-
settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s
estimate of the number of equity instruments that will eventually vest and adjusted for the effect of non market-based
vesting conditions. At the end of each reporting period, the Group revises the estimate of the number of equity
instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised over the
remaining vesting period with a corresponding adjustment to the equity-settled employee benefi ts reserve.
MERGER RESERVE – Merger reserve arises from business combination of entities under common control accounted
for using merger accounting method (see “Business Combinations”). The merger reserve represents the difference
between the aggregate nominal amounts of the share capital of the subsidiaries at the date on which they were
acquired by the Group and the nominal amount of the share capital issued by the Company as consideration for the
acquisition.
STATUTORY RESERVE - Statutory reserve represents the amount transferred from profi t after tax of the subsidiaries
incorporated in the People’s Republic of China (excluding Hong Kong) (the “PRC”) in accordance with the PRC
requirement. The statutory reserve cannot be reduced except where approval is obtained from the relevant PRC
authority to apply the amount towards setting off any accumulated losses or increasing capital.
OTHER RESERVE – The negative balance in other reserve represents the net excess of purchase consideration over
the carrying amount of minority interest acquired in the subsidiaries at the date of acquisition.
REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable.
Sale of properties developed
Revenue from properties developed for sale is recognised when the legal title passes to the buyer or when the
equitable interest in the property vests in the buyer upon release of the handover notice of the respective property to
the buyer, whichever is the earlier. Payments received from buyers prior to this stage are recorded as advances from
customers for sales of properties and are classifi ed as current liabilities.
Rendering of services
Management fee income and service income are recognised over the period when services are rendered.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
78
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been
established.
Rental income
Rental income from investment properties is recognised on a straight-line basis over the term of the relevant lease.
TAX SUBSIDIES – Tax subsidies are credited to profi t or loss when received from the relevant authorities.
GOVERNMENT SUBSIDIES – Government subsidies are not recognised until there is reasonable assurance that the
Company will comply with the conditions attaching to them and the subsidies will be received. Government subsidies
are recognised as income over the periods necessary to match them with the related costs. Government subsidies
related to expense items are recognised in the same period as those expenses are charged to the profi t or loss and
are reported separately as “other operating income”.
BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale,
are added to the cost of these assets, until such time as the assets are substantially ready for their intended use or
sale. Investment income earned on the temporary investment of specifi c borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profi t or loss in the period in which they are incurred.
RETIREMENT BENEFIT COSTS - Payments to defi ned contribution retirement benefi t plans are charged as an
expense as they fall due. Payments made to state-managed retirement benefi t schemes, such as the Singapore
Central Provident Fund, are dealt with as payments to defi ned contribution plans where the Group’s obligations under
the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.
Pursuant to the relevant regulations of the PRC government, the PRC subsidiaries of the Group (“PRC Subsidiaries”)
have participated in central pension schemes (“the Schemes”) operated by local municipal governments whereby
the PRC Subsidiaries are required to contribute a certain percentage of the basic salaries of their employees to the
Schemes to fund their retirement benefi ts. The local municipal governments undertake to assume the retirement
benefi t obligations of all existing and future retired employees of the PRC Subsidiaries. The only obligation of the PRC
Subsidiaries with respect to the Schemes is to pay the ongoing required contributions under the Schemes mentioned
above. Contributions under the Schemes are charged as expense when incurred.
EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue
to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by
employees up to the end of the reporting period.
INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profi t for the year. Taxable profi t differs from profi t as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax
rates (and tax laws) that have been enacted or substantively enacted in countries where the Company and subsidiaries
operate by the end of the reporting period.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the fi nancial
statements and the corresponding tax bases used in the computation of taxable profi t, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable profi t nor the accounting profi t.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
79 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except
where the Group is able to control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the
asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax are recognised as an expense or income in profi t or loss, except when they relate to items
credited or debited outside profi t or loss (either in other comprehensive income or directly in equity), in which case
the tax is also recognised outside profi t or loss (either in other comprehensive income or directly in equity), or where
they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect
is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of
the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual fi nancial statements of each Group
entity are measured and presented in the currency of the primary economic environment in which the entity operates
(its functional currency). The consolidated fi nancial statements of the Group and the statement of fi nancial position of
the Company are presented in Singapore dollars.
In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s
functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each
reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the
end of each reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included
in profi t or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair
value are included in profi t or loss for the period except for differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary
items, any exchange component of that gain or loss is also recognised directly in other comprehensive income.
For the purpose of presenting consolidated fi nancial statements, the assets and liabilities of the Group’s foreign
operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of
each reporting period. Income and expense items (including comparatives) are translated at the average exchange
rates for the period, unless exchange rates fl uctuated signifi cantly during that period, in which case the exchange rates
at the dates of the transactions are used. Exchange differences arising, if any, are classifi ed as other comprehensive
income and transferred to the Group’s currency translation reserve. Such translation differences are recognised in
profi t or loss in the period in which the foreign operation is disposed of.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including
monetary items that, in substance, form part of the net investment in foreign entities) are recognised in other
comprehensive income and accumulated to foreign currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents comprise cash on hand and demand deposits and are
subject to an insignifi cant risk of changes in value.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
80
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are described in Note 2 above, management is required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations (see below), that management has
made in the process of applying the Group’s accounting policies and that have the most signifi cant effect on the
amounts recognised in the fi nancial statements.
Taxation
The Group accounts for income taxes under the provisions of FRS 12 - Income Taxes. The Group has recorded
deferred tax assets on tax loss of $42.6 million (2008 : $22.7 million) because the management believes it is more
likely than not that such tax loss can be utilised (Note 14). Should future taxable profi ts not be suffi cient to utilise the
tax losses, an adjustment to the Group’s deferred tax assets would decrease the Group’s income in the period where
such determination is made. Likewise, if the management determines that the Group is able to utilise all or part of
the Group’s tax loss of $33.3 million (2008 : $21.8 million), which is currently not expected to be utilised in the future,
it would result in future recognition of additional deferred tax assets and increase the Group’s income in the period
where such determination is made. The Group records deferred tax using the balance sheet liability method at the
rates that have been enacted by the end of the reporting period.
Land Appreciation Tax (“LAT”)
All income from sale of properties in the PRC is subject to LAT at progressive rates under the PRC tax laws and
regulations. The management estimates and provides for LAT in accordance with the PRC tax laws and regulations.
However, prior to October 1, 2006, the Group has not been levied any LAT for the sale of properties located in
Shanghai Pudong New District and this applies also to all property development companies in Shanghai Pudong New
District.
The management, after taking into consideration its due diligence, as described in Note 27, considers the provision of
LAT to be adequate.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
81 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Cont’d)
Key sources of estimation uncertainty
There are key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the
reporting period, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next fi nancial year, are discussed below.
Carrying amounts of properties for development, completed properties for sale and properties under development for
sale
The aggregate carrying amount of these properties totaled $4,306.2 million as at December 31, 2009 (2008 : $3,903.6
million), details of which are disclosed in Note 9. They are stated at cost less allowance for impairment in value or at
the lower of cost and estimated net realisable values, assessed on an individual project basis.
When it is probable that the total project costs will exceed the total projected revenue net of selling expenses, i.e. net
realisable value, the amount in excess of net realisable value is recognised as an expense immediately.
The process of evaluating the net realisable value for each property is subject to management judgement and
the effect of assumptions in respect of development plans, timing of sale and the prevailing market conditions.
Management performs cost studies for each project, taking into account the costs incurred to date, the development
status and costs to complete each development project. Any future variation in plans, assumptions and estimates can
potentially impact the carrying amounts of the respective properties.
Valuation of investment properties
As disclosed in Note 8 to the fi nancial statements, investment properties are stated at fair value based on the valuation
performed by an independent professional valuer. In determining the fair values, the valuer has made reference to both
the comparable sales transactions as available in the relevant market of these properties and the capitalisation of the
existing and reversionary rental income potential.
In relying on the independent professional valuation report, management considered the method of valuation and the
Group’s marketing strategy and is of the view that the estimated values are reasonable.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
82
4 FINANCIAL RISKS AND MANAGEMENT
(a) Categories of fi nancial instruments
The following table sets out the fi nancial instruments as at the end of the reporting period:
GROUP COMPANY
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Financial assets
Fair value through profi t or loss:
Held-for-trading investment 2,017 1,101 – –
Loans and receivables (including
cash and cash equivalents) 1,553,383 498,017 1,780,174 1,353,020
Available-for-sale investment 10,220 10,445 – –
Financial liabilities
Fair value through profi t or loss:
Derivative fi nancial instrument 7,122 – 7,122 –
Amortised cost 1,916,137 2,015,097 773,773 607,078
(b) Financial risk management policies and objectives
The management of the Group monitors and manages the fi nancial risks relating to the operations of the Group
to ensure appropriate measures are implemented in a timely and effective manner. These risks include market
risk (foreign exchange risk, interest rate risk, equity price risk), credit risk and liquidity risk.
The Group does not hold or issue derivative fi nancial instruments for speculative purposes.
There has been no change to the Group’s exposure to these fi nancial risks or the manner in which it manages
and measures the risks. Market risk exposures are measured using sensitivity analysis indicated below.
(i) Foreign exchange risk management
The Group enters into transactions in various foreign currencies, including the United States (“US”)
dollar, Hong Kong (“HK”) dollar and Renminbi (“RMB”) and therefore is exposed to foreign exchange
risk. The Group does not enter into derivative foreign exchange contracts and foreign currency
borrowings to hedge its foreign exchange risk.
At the end of the reporting period, the carrying amounts of monetary assets and monetary liabilities
denominated in currencies other than the respective entities’ functional currencies are as follows:
GROUP COMPANY
Liabilities Assets Liabilities Assets
2009 2008 2009 2008 2009 2008 2009 2008
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
US dollars – – 2,314 18,760 – – 1,151,270 995,087
HK dollars 136,543 291,190 4,074 3,126 99,992 287,836 103,409 109,996
RMB – – 16,056 15,443 – – – –
The Company has a number of investments in foreign subsidiaries, whose net assets are exposed
to currency translation risk. The Group has not designated its foreign currency denominated debt
obligations as hedging instruments for managing of foreign currency translation risk relating to the net
assets of its foreign operations.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
83 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(b) Financial risk management policies and objectives (Cont’d)
(i) Foreign exchange risk management (Cont’d)
Foreign currency sensitivity
The following table details the sensitivity to a 6% increase in the exchange rate for the relevant foreign
currencies against the functional currency of each entity of the Group. 6% is the sensitivity rate used
by key management personnel in assessing foreign currency risk and represents management’s
assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts their translation at the year
end for a 6% change in foreign currency rates. A positive number below indicates an increase in profi t
before income tax when the functional currency of each Group entity strengthens by 6% against the
relevant foreign currencies. For a 6% weakening of the functional currency of each Group entity against
the relevant foreign currencies, there would be an equal and opposite impact on the profi t before income
tax.
US dollar impact HK dollar impact RMB impact
2009 2008 2009 2008 2009 2008
$’000 $’000 $’000 $’000 $’000 $’000
GROUP
(Decrease) increase in profi t before
income tax (131) (1,062) 7,498 16,306 (909) (874)
COMPANY
(Decrease) increase in profi t before
income tax (65,166) (56,326) (193) 10,066 – –
The Group’s sensitivity to US dollar exchange rate has decreased during the current year due to the
reduction of US dollar balances in cash and bank balances at current year end as compared with the
preceding year end. The Group’s sensitivity to HK dollar exchange rate has decreased during the current
year due to the reduction of HK dollar denominated bank loans at current year end as compared with the
preceding year end. The Group’s sensitivity to RMB exchange rate during the current year approximates
that of the preceding year as there is no signifi cant change in the RMB denominated amounts due from
minority shareholders.
The Company’s sensitivity to US dollar exchange rate has increased during the current year mainly due
to the increase in US dollar denominated non-trade amount due from a subsidiary at current year end
as compared with the preceding year end. The Company’s sensitivity to HK dollar exchange rate has
decreased during the current year mainly due to the HK dollar denominated net assets at current year
end as compared with the HK dollar denominated net liabilities at the preceding year end.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange
risk as the year end exposure does not refl ect the exposure during the year.
(ii) Interest rate risk management
Summary quantitative data of the Group’s interest-bearing fi nancial instruments can be found in Section
(v) of this Note. The Group’s policy is to obtain fi xed rate borrowings to reduce volatility. However, it
may borrow at variable rates when considered economical to do so.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
84
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(b) Financial risk management policies and objectives (Cont’d)
(ii) Interest rate risk management (Cont’d)
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for non-
derivative instruments at the end of the reporting period and the stipulated change taking place at the
beginning of the fi nancial year and held constant throughout the reporting year in the case of instruments
that have fl oating rates. A 100 basis point increase or decrease is used when assessing interest rate risk
and represents the management’s assessment of the possible change in interest rates.
If interest rates had been 100 basis points higher or lower and all other variables were held constant, the
Group’s:
• profi t before income tax for the year ended December 31, 2009 would decrease/increase
respectively by $7.6 million (2008 : decrease/increase respectively by $11.8 million). This is mainly
attributable to the Group’s exposure to its variable rate of borrowings.
It is the Group’s accounting policy to capitalise borrowing costs relevant to property development.
Hence, the above mentioned interest rate fl uctuation may not fully impact the profi t in the year
where interest expense is accrued but may affect profi t in future fi nancial years.
The Group’s sensitivity to interest rates has decreased during the current year mainly due to the
decrease in variable rate debt instruments.
In 2009, the management is of the view that there is no interest rate risk for the Company. Hence, no
sensitivity analysis is presented for the Company. The Company’s income statement for the year ended
December 31, 2008 was not signifi cantly affected by the changes in interest rates.
(iii) Equity price risk management
The Group is exposed to equity price risk arising from equity investment classifi ed as held-for-
trading. Available-for-sale investment is held for strategic rather than trading purposes. The Group does
not actively trade available-for-sale investment.
Further details of equity investments can be found in Notes 12 and 17 to the fi nancial statements.
The management is of the view that the equity price risk is not signifi cant for the Group due to the
relatively small amount of such investments carried. Hence no price sensitivity analysis is presented.
(iv) Credit risk management
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting
in fi nancial loss to the Group. The Group has adopted a policy of only dealing with creditworthy
counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk
of fi nancial loss from defaults. For sales of properties, sales proceeds are fully settled concurrent with
delivery of properties.
The Group does not have any signifi cant credit risk exposure to any single counterparty or any group
of counterparties having similar characteristics except for non-trade amounts due from minority
shareholders of subsidiaries. In respect of such amounts due from minority interests, securities are
provided by undistributed retained earnings of a subsidiary yet to be distributed as dividends and future
earnings that will be distributed by a subsidiary to the minority shareholders (Note 16). Information on
credit risk relating to other receivables are disclosed in Note 15.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
85 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(b) Financial risk management policies and objectives (Cont’d)
(iv) Credit risk management (Cont’d)
The Group’s maximum exposure to credit risk comprise (i) the sum of the carrying amounts of fi nancial
assets recorded in the fi nancial statements, grossed up for any allowances for losses; and (ii) credit risk
relating to guarantees of approximately $422.1 million (2008 : $228.8 million) to banks for the benefi t of
the Group’s customers in respect of mortgage loans provided by the banks to these customers for the
purchase of the Group’s development properties, as elaborated in Note 36 to the fi nancial statements.
(v) Liquidity risk management
The Group maintains cash and cash equivalents and external bank loans with staggered repayment
dates, some of which are in excess of two years. The Group also minimises liquidity risk by keeping
committed credit lines available. At December 31, 2009, the Group had available $846.1 million (2008 :
$169.3 million) of undrawn committed bank credit facilities in respect of which all precedent conditions
had been met.
In managing liquidity risk, the management prepares cash fl ow forecasts using various assumptions and
monitors the cash fl ows of the Group.
Liquidity and interest risk analyses
Non-derivative fi nancial liabilities
The following tables detail the remaining contractual maturity for non-derivative fi nancial liabilities. The
tables have been drawn up based on the undiscounted cash fl ows of fi nancial liabilities based on the
earliest date on which the Group and Company can be required to pay. The table includes both interest
and principal cash fl ows. The adjustment column represents the estimated future interest attributable
to the instrument included in the maturity analysis which is not included in the carrying amount of the
fi nancial liabilities on the statement of fi nancial position.
Weighted
effective
average
interest rate
On
demand
or within
1 year
More than
1 year to
2 years
More than
2 years to
5 years
More than
5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000 $’000
GROUP
2009
Non-interest bearing 432,617 – – – – 432,617
Variable interest rate
instruments 5.1 263,469 138,190 395,964 55,009 (94,865) 757,767
Fixed interest rate
instruments 9.4 343,596 45,382 398,750 – (61,975) 725,753
Total 1,039,682 183,572 794,714 55,009 (156,840) 1,916,137
2008
Non-interest bearing 442,578 – – – – 442,578
Variable interest rate
instruments 6.7 373,474 750,889 207,906 – (152,876) 1,179,393
Fixed interest rate
instruments 8.1 – 32,741 390,064 – (29,679) 393,126
Total 816,052 783,630 597,970 – (182,555) 2,015,097
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
86
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(b) Financial risk management policies and objectives (Cont’d)
(v) Liquidity risk management (Cont’d)
The maximum amount that the Group could be obliged to settle under the fi nancial guarantee contract
in Note 36 is $422.1 million (2008 : $228.8 million). The earliest period that the guarantee could be
called is within 1 year (2008 : 1 year) from the end of the reporting period. As mentioned in Note 36, the
management considers that the likelihood of these guarantees being called upon is low.
Weighted effective average
interest rate
On demand or within 1 year
More than 1 year to2 years
More than 2 years to
5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000
COMPANY
2009
Non-interest bearing 116,087 – – – 116,087
Fixed interest rate instruments 9.7 314,500 – 398,750 (55,564) 657,686
Total 430,587 – 398,750 (55,564) 773,773
2008
Non-interest bearing 280,828 – – – 280,828
Variable interest rate instruments 6.5 2,863 – – (175) 2,688
Fixed interest rate instruments 8.0 – – 338,250 (14,688) 323,562
Total 283,691 – 338,250 (14,863) 607,078
Non-derivative fi nancial assets
The following tables detail the expected maturity for non-derivative fi nancial assets. The tables below
have been drawn up based on the undiscounted contractual maturities of the fi nancial assets including
interest that will be earned on those assets except where the Group and the Company anticipate that the
cash fl ows will occur in a different period.
Weighted effective average
interest rate
On demand or within 1 year
More than 1 year to 5 years
More than 5 years Adjustments Total
% $’000 $’000 $’000 $’000 $’000
GROUP
2009
Non-interest bearing 1,088,066 – 10,220 – 1,098,286
Variable interest rate instruments 5.4 16,421 – – (841) 15,580
Fixed interest rate instruments 0.8 455,229 – – (3,475) 451,754
Total 1,559,716 – 10,220 (4,316) 1,565,620
2008
Non-interest bearing 403,962 – 10,445 – 414,407
Variable interest rate instruments 7.5 15,927 – – (1,111) 14,816
Fixed interest rate instruments 3.5 83,169 – – (2,829) 80,340
Total 503,058 – 10,445 (3,940) 509,563
In 2009 and 2008, the Company’s non-derivative fi nancial assets are substantially non-interest bearing
with expected maturity within a year.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
87 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(b) Financial risk management policies and objectives (Cont’d)
(vi) Fair value of fi nancial assets and fi nancial liabilities
The carrying amounts of cash and cash equivalents, trade and other current receivables and payables
approximate their respective fair values due to the relatively short-term maturity of these fi nancial
instruments. The fair values of other classes of fi nancial assets and liabilities are disclosed in the
respective notes to the fi nancial statements.
The fair values of fi nancial assets and fi nancial liabilities are determined as follows:
• the fair value of fi nancial assets and fi nancial liabilities with standard terms and conditions and
traded on active liquid markets are determined with reference to quoted market prices;
• the fair value of other fi nancial assets and fi nancial liabilities (excluding derivative instruments) are
determined in accordance with generally accepted pricing models based on discounted cash fl ow
analysis using prices from observable current market transactions and dealer quoted for similar
instruments; and
• the fair value of derivative instruments are calculated using quoted prices. Where such prices are
not available, discounted cash fl ow analysis is used, based on the applicable yield curve of the
duration of the instruments for non-optional derivatives, and option pricing models for optional
derivatives.
The management considers that carrying values approximate the fair values of other classes of fi nancial
assets and liabilities except for the convertible notes stated at amortised cost where fair value is
disclosed in Note 21.
Except as detailed in the following table and in Note 12, the management considers that the carrying
amounts of fi nancial assets and fi nancial liabilities recorded at amortised cost in the fi nancial statements
approximate their fair values:
2009 2008
Carrying
amount
Fair
value
Carrying
amount
Fair
value
$’000 $’000 $’000 $’000
GROUP
Financial Asset
Held-for-trading investment
- Quoted equity security 2,017 2,017 1,101 1,101
Financial Liabilities
Convertible notes 664,808 658,385 323,562 185,374
In the fi rst year of application of the Amendments to FRS 107, the following disclosures required by FRS
107.27A and FRS 107.27B are not required for the comparative periods.
The Group classifi es fair value measurements using a fair value hierarchy that refl ects the signifi cance of
the inputs used in making the measurements. The fair value hierarchy has the following levels:
a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
b) inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
c) inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(Level 3).
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
88
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(b) Financial risk management policies and objectives (Cont’d)
(vi) Fair value of fi nancial assets and fi nancial liabilities (Cont’d)
Financial instruments measured at fair value
Level 1 Level 2 Level 3 Total
$’000 $’000 $’000 $’000
GROUP
2009
Financial Asset
Fair value through profi t or loss:
Held-for-trading investment 2,017 – – 2,017
Financial Liability
Fair value through profi t or loss:
Derivative fi nancial instrument – – 7,122 7,122
COMPANY
2009
Financial Liability
Fair value through profi t or loss:
Derivative fi nancial instrument – – 7,122 7,122
Financial instruments measured at fair value based on level 3
Other fi nancial liability
at fair value
through profi t or loss Total
$’000 $’000
GROUP AND COMPANY
2009
At January 1, 2009 – –
Issuance of convertible notes due 2014 (7,122) (7,122)
At December 31, 2009 (7,122) (7,122)
Signifi cant assumptions in determining fair value of fi nancial assets and liabilities
Derivative fi nancial instruments
Fair value is estimated using a Binominal Model that consists of some assumptions that are supportable
by observable market rates, which includes risk free rate of 1.14%; volatility rate of 14.58% and expected
dividend yield rate of Nil. The interest rate used to discount cash fl ows was 10.93%, which was derived
from factors such as risk free rate and credit spread of comparable companies with similar credit ratings
and bonds’ maturity.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
89 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)
(c) Capital risk management policies and objectives
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern
while maximising the return to shareholders through the optimisation of the debt and equity balance.
The Group monitors capital on the basis of the net debt to equity ratio. This ratio is calculated as total debt
less cash and bank balances divided by equity. Total debt include bank loans, convertible notes, non-trade
amount due to a minority shareholder of a subsidiary and a shareholder of the Company. Equity for this
purpose comprises equity attributable to equity holders of the Company as well as minority interests as shown
in the consolidated statement of fi nancial position.
The net debt to equity ratio as at December 31, 2009 and 2008 were as follows:
GROUP
2009 2008
$’000 $’000
Total debt 1,483,520 1,572,519
Cash and bank balances (1,357,059) (375,741)
Net debt 126,461 1,196,778
Equity 3,185,037 2,330,376
Net debt to equity ratio 4.0% 51.4%
The Group’s overall strategy remains unchanged from 2008. The Group is in compliance with externally
imposed capital requirements as at December 31, 2009 and 2008.
5 HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS
The Company is a subsidiary of Yanlord Holdings Pte. Ltd., incorporated in the Republic of Singapore, which is also
the Company’s ultimate holding company. Related companies in these fi nancial statements refer to members of the
Company’s group of companies.
Transactions between the Company and its subsidiaries, which are related companies of the Company, have been
eliminated on consolidation and are not disclosed in this note. The intercompany balances are unsecured, interest-
free and repayable on demand unless otherwise stated.
The Company’s non-trade amounts due from subsidiaries that are not substantially denominated in the functional
currency of the Company are as follows:
COMPANY
2009 2008
$’000 $’000
US dollars 1,151,254 995,021
HK dollars 103,409 109,996
The Company’s non-trade amount due to a subsidiary is denominated in HK dollars (2008 : substantially denominated
in HK dollars).
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
90
6 OTHER RELATED PARTY TRANSACTIONS
Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to
be related if one party has the ability to control the other party or exercise signifi cant infl uence over the other party in
making fi nancial and operating decisions.
Some of the Group’s transactions and arrangements are with related parties and the effect of these on the basis
determined between the parties is refl ected in these fi nancial statements. The balances with related parties are
unsecured, interest-free and repayable on demand unless otherwise stated. In 2008, the non-trade amount due to a
shareholder of $2.7 million bore fl oating interest of 6.5% (2% plus cost of fund of bank) per annum.
The Group’s and Company’s balances with related parties are substantially denominated in the functional currencies
of the respective entities.
During the year, the Group entered into the following transactions with related parties:
GROUP
2009 2008
$’000 $’000
Sale of properties to a minority shareholder of a subsidiary – (3,632)
Sale of properties to related parties (2,530) (5,115)
Interest income from minority shareholders of subsidiaries (1,514) (2,341)
Other income from a jointly controlled entity (35) –
Interest expense to a shareholder 26 895
Interest expense to minority shareholders of subsidiaries 4,594 3,705
Rental expense to a minority shareholder of a subsidiary 111 –
Rental expense to a related party 1,363 938
Consultancy fee to a minority shareholder of a subsidiary 900 857
Other expense to a related party – 12
Compensation of directors and key management personnel
The remuneration of directors and other members of key management during the year was as follows:
GROUP
2009 2008
$’000 $’000
Short-term benefi ts 9,458 8,989
Post-employment benefi ts 151 52
Equity-settled share-based payments – 409
9,609 9,450
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
91 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
7 PROPERTY, PLANT AND EQUIPMENT
Leasehold
land and
buildings
Motor
vehicles
Furniture,
fi xtures and
equipment
Construction
in progress Total
$’000 $’000 $’000 $’000 $’000
GROUP
Cost:
At January 1, 2008 20,144 9,267 9,421 1,000 39,832
Additions 802 2,277 5,851 – 8,930
Transfer from properties under
development for sale 4,792 – – – 4,792
Disposals (6) (298) (101) – (405)
Exchange difference 700 509 482 58 1,749
At December 31, 2008 26,432 11,755 15,653 1,058 54,898
Additions – 1,286 1,045 – 2,331
Cost adjustment (678) – – – (678)
Disposals – (1,308) (612) – (1,920)
Exchange difference (575) (207) (316) (23) (1,121)
At December 31, 2009 25,179 11,526 15,770 1,035 53,510
Accumulated depreciation:
At January 1, 2008 2,059 4,124 4,980 – 11,163
Depreciation for the year 794 2,098 1,409 – 4,301
Reclassifi cation – 53 (53) – –
Eliminated on disposals (5) (238) (83) – (326)
Exchange difference 105 293 284 – 682
At December 31, 2008 2,953 6,330 6,537 – 15,820
Depreciation for the year 773 1,657 2,345 – 4,775
Eliminated on disposals – (1,101) (541) – (1,642)
Exchange difference (92) (149) (199) – (440)
At December 31, 2009 3,634 6,737 8,142 – 18,513
Carrying amount:
At end of year 21,545 4,789 7,628 1,035 34,997
At beginning of year 23,479 5,425 9,116 1,058 39,078
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
92
8 INVESTMENT PROPERTIES
GROUP
2009 2008
$’000 $’000
At fair value or cost:
Balance as at beginning of year 347,324 219,901
Transfer from properties under development for sale 213,081 14,752
Transfer from completed properties for sale – 17,142
Change in fair value (Note 25) 120,691 81,220
Disposals (1,933) (1,203)
Exchange difference (11,683) 15,512
Balance as at end of year 667,480 347,324
Comprising of:
Fair value 622,644 347,324
Cost 44,836 –
667,480 347,324
The fair value of investment properties are stated at the valuation provided by an independent valuer, CB Richard
Ellis Limited Hong Kong, for investment properties as at December 31, 2009 and 2008 by making reference to both
the comparable sales transactions as available in the relevant market of these properties and the capitalisation of the
existing and reversionary rental income potential.
As at December 31, 2009, a serviced apartment building under construction was stated at cost as it cannot be reliably
valued due to the early stage of construction as at the end of the reporting period.
As at December 31, 2009, the investment properties amounting to $386.7 million (2008 : $30.5 million) were pledged to
banks to secure the bank loans granted to the Group (Note 20).
The rental income earned by the Group from its investment properties under operating leases amounted to $8.3
million (2008 : $3.1 million). Direct operating expenses arising on the investment properties in the year amounted to
$0.1 million (2008 : $0.2 million).
9 PROPERTIES FOR DEVELOPMENT/COMPLETED PROPERTIES FOR SALE/PROPERTIES UNDER DEVELOPMENT FOR SALE
GROUP
2009 2008
$’000 $’000
At cost:
Properties for development (Non-current assets) 1,954,692 2,150,667
Completed properties for sale (Current assets) 240,364 506,244
Properties under development for sale (Current assets) 2,111,133 1,246,708
4,306,189 3,903,619
Properties for development, completed properties for sale and properties under development for sale are located in
the PRC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
93 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
9 PROPERTIES FOR DEVELOPMENT/COMPLETED PROPERTIES FOR SALE/PROPERTIES UNDER DEVELOPMENT FOR SALE (Cont’d)
Up to December 31, 2009, total interest capitalised are as follows:
GROUP
2009 2008
$’000 $’000
Properties for development 35,179 50,268
Completed properties for sale 6,624 22,134
Properties under development for sale 73,848 49,079
The capitalisation rate is disclosed in Notes 20 and 21.
10 INVESTMENTS IN SUBSIDIARIES
COMPANY
2009 2008
$’000 $’000
Unquoted equity shares, at cost 515,319 515,319
Details of the Company’s subsidiaries at December 31, 2009 are as follows:
Name of subsidiary
Country of
incorporation
(or registration)
and operation
Proportion of
ownership
interest and
voting power held Principal activity
2009 2008
% %
Held by the Company
Yanlord Commercial Property Investments Pte. Ltd. (a)
仁恒商业地产投资有限公司Singapore 100 100 Investment holding
Yanlord Land Pte. Ltd. (a)
仁恒置地有限公司Singapore 100 100 Investment holding
Yanlord Land (HK) Co., Ltd. (b)
仁恒地产(香港)有限公司Hong Kong 100 100 Investment holding
Held by Yanlord Land Pte. Ltd. and its subsidiaries
Palovale Pte Ltd (a)
柏龙威有限公司Singapore 67 67 Investment holding
Yanlord Ho Bee Investments Pte. Ltd. (1) (2)
仁恒和美投资有限公司Singapore 50 – Investment holding
Yanlord Property Investments Pte. Ltd. (1)
仁恒地产投资有限公司Singapore 100 – Investment holding
Yanlord Property Pte. Ltd. (a)
仁恒地产有限公司Singapore 60 60 Investment holding
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
94
10 INVESTMENTS IN SUBSIDIARIES (Cont’d)
Name of subsidiary
Country of
incorporation
(or registration)
and operation
Proportion of
ownership
interest and
voting power held Principal activity
2009 2008
% %
Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont’d)
Yanlord Real Estate Pte. Ltd. (a)
仁恒置业发展有限公司Singapore 95 95 Investment holding
East Hero Investment Ltd. (b)
东亨投资有限公司Hong Kong 100 100 Investment holding
Singapore Yanlord Land (HK) Ltd. (b)
新加坡仁恒地产(香港)有限公司Hong Kong 100 100 Management service
Chengdu Everrising Asset Management Co., Ltd. (b)
成都市恒业东升资产经营管理有限公司PRC 51 51 Property development
and investment
Chengdu Yanlord Investment Management Co., Ltd. (b)
成都仁恒投资管理有限公司PRC 100 100 Management service
and investment
Chengdu Yanlord Property Management Co., Ltd. (b)
成都仁恒物业管理有限公司PRC 100 100 Property management
Yanlord Land (Chengdu) Co., Ltd. (b)
仁恒置地(成都)有限公司 PRC 100 100 Property development
Guiyang Yanlord Property Co., Ltd. (b)
貴阳仁恒房地产开发有限公司PRC 67 67 Property development
Guiyang Yanlord Property Management Co., Ltd. (b)
貴阳仁恒物业管理有限公司PRC 67 67 Property management
Nanjing Yanlord Development Co., Ltd. (3) (b)
南京仁恒置地房产开发有限公司PRC – 100 Property development
Nanjing Yanlord Hotel Management Co., Ltd. (1) (b)
南京仁恒酒店管理有限公司PRC 100 – Hotel and serviced
apartment management
Nanjing Yanlord Property Management Co., Ltd. (b)
南京仁恒物业管理有限公司PRC 100 100 Property management
Nanjing Yanlord Real Estate Co., Ltd. (b)
南京仁恒置业有限公司PRC 60 60 Property development
Yanlord Investment (Nanjing) Co., Ltd. (b)
仁恒投资(南京)有限公司PRC 100 100 Property development
and investment
Shenzhen Long Wei Xin Investment Co., Ltd. (b)
深圳市龙威信投资实业有限公司PRC 75 75 Property development
Yanlord Land (Shenzhen) Co., Ltd. (b)
仁恒置地(深圳)有限公司PRC 100 100 Management service
Shanghai Hong Ming Ge Food & Beverage Service
Management Co., Ltd. (b)
上海宏名阁餐饮服务管理有限公司
PRC 60 60 Restaurant operation
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
95 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
10 INVESTMENTS IN SUBSIDIARIES (Cont’d)
Name of subsidiary
Country of
incorporation
(or registration)
and operation
Proportion of
ownership
interest and
voting power held Principal activity
2009 2008
% %
Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont’d)
Shanghai Pudong New District Private Yanlord
Kindergarten (4) (b)
上海市浦东新区民办仁恒幼儿园
PRC 50 50 Kindergarten operation
Shanghai Renjie Hebin Garden Property Co., Ltd. (2) (b)
上海仁杰河滨园房地产有限公司PRC 34 34 Property development
Shanghai Yanlord Gaoqiao Property Co., Ltd. (4) (b)
上海仁恒高乔房地产有限公司PRC 50 50 Property development
Shanghai Yanlord Investment Management Co., Ltd. (5) (b)
上海仁恒投资管理有限公司PRC 100 100 Management service
and investment
Shanghai Yanlord Property Co., Ltd. (5) (b)
上海仁恒房地产有限公司PRC 67 67 Property development
Shanghai Yanlord Property Management Co., Ltd. (b)
上海仁恒物业管理有限公司PRC 67 67 Property management
Shanghai Yanlord Real Estate Co., Ltd. (b)
上海仁恒置业发展有限公司PRC 56 56 Property development
Shanghai Yanlord Senlan Real Estate Co., Ltd. (1) (5) (b)
上海仁恒森兰置业有限公司PRC 60 – Property development
Shanghai Yanlord Yangpu Property Co., Ltd. (5) (b)
上海仁恒杨浦房地产有限公司PRC 100 100 Property development
Shanghai Zhongting Property Development Co.,
Ltd. (5) (6) (b)
上海中庭房地产开发有限公司
PRC 100 – Property development
Yanlord Land Investment Management (Shanghai) Co.,
Ltd. (b)
仁恒置地投资管理(上海)有限公司
PRC 100 100 Management service
Suzhou Yinghan Property Development Co., Ltd. (b)
苏州鷹汉房地产开发有限公司PRC 100 100 Property development
Suzhou Zhonghui Property Development Co., Ltd. (b)
苏州中辉房地产开发有限公司PRC 100 100 Property development
Yanlord Property (Suzhou) Co., Ltd. (b)
仁恒地产(苏州)有限公司PRC 60 100 Property development
Tianjin Yanlord Haihe Development Co., Ltd. (b)
天津仁恒海河开发有限公司PRC 80 80 Property development
Tianjin Yanlord Property Management Co., Ltd. (b)
天津仁恒物业服务有限公司PRC 100 100 Property management
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
96
10 INVESTMENTS IN SUBSIDIARIES (Cont’d)
Name of subsidiary
Country of
incorporation
(or registration)
and operation
Proportion of
ownership
interest and
voting power held Principal activity
2009 2008
% %
Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont’d)
Yanlord Commercial Investment (Tianjin) Co., Ltd. (3) (b)
仁恒商业投资(天津)有限公司PRC – 100 Management service
and investment
Yanlord Development (Tianjin) Co., Ltd. (b)
仁恒发展(天津)有限公司PRC 100 100 Property development
Zhuhai Yanlord Industrial Co., Ltd. (b)
珠海仁恒实业有限公司PRC 95 95 Property development
Zhuhai Yanlord Property Management Co., Ltd. (b)
珠海仁恒物业管理有限公司PRC 90 90 Property management
Zhuhai Yanlord Real Estate Development Co., Ltd. (b)
珠海仁恒置业发展有限公司PRC 90 90 Property development
(1) Incorporated during the year.
(2) Although the Group does not effectively own more than 50% of the equity shares of these entities, it has control over the fi nancial and
operating policies of these entities and hence regards these entities as subsidiaries.
(3) Liquidated during the year.
(4) The proportion of ownership interest and voting power held is 50.25%.
(5) Pursuant to the shareholder agreement signed in 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., committed to acquire the
remaining interest in a subsidiary, Shanghai Yanlord Property Co., Ltd. (“SYP”). Yanlord Land Pte. Ltd. injected additional capital of US$99.0
million (equivalent to $144.6 million) into SYP in 2007 (as part of the payment to increase ownership interest in SYP) and paid a further RMB123.1
million (equivalent to $24.4 million) to the minority shareholder of SYP representing the minority shareholder’s share of reserves. The additional
capital injected into SYP was utilised in acquisition of land and development of Shanghai Yanlord Yangpu Property Co., Ltd.. In accordance of
the shareholder agreement, the minority shareholder of SYP is not entitled to share the results of Shanghai Yanlord Investment Management
Co., Ltd., Shanghai Yanlord Senlan Real Estate Co., Ltd., Shanghai Yanlord Yangpu Property Co., Ltd. and Shanghai Zhongting Property
Development Co., Ltd.. Upon payment of total consideration of RMB142.2 million (equivalent to $29.5 million) to the minority shareholder in
future, SYP will become a wholly-owned subsidiary of the Company.
(6) Acquired during the year (Note 32).
Notes on auditors
(a) Audited by Deloitte & Touche LLP, Singapore.
(b) Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
97 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
11 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES
GROUP
2009
$’000
Cost of investments in jointly controlled entities 28,500
Share of post-acquisition loss (166)
Share of currency translation reserve 6
28,340
Details of the Group’s jointly controlled entities at December 31, 2009 are as follows:
Name of jointly controlled entity
Country of
incorporation
(or registration)
and operation
Proportion of
ownership
interest and
voting power held Principal activity
2009 2008
% %
Held by Yanlord Land Pte. Ltd.
Singapore Intelligent Eco Island Development Pte.
Ltd. (1) (a)
新加坡智慧生态岛开发有限公司
Singapore 40 – Investment holding
Held by Singapore Intelligent Eco Island Development Pte. Ltd.
Sino-Singapore Nanjing Eco Hi-tech Island Development
Co., Ltd. (1) (b)
中新南京生态科技岛开发有限公司
PRC 20 – Property development
(1) Incorporated during the year.
Notes on auditors
(a) Audited by Deloitte & Touche LLP, Singapore.
(b) Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes.
Summarised fi nancial information in respect of the jointly controlled entities is set out as below:
2009
$’000
Total assets 70,869
Total liabilities (19)
Net assets 70,850
Group’s share of net assets of jointly controlled entities 28,340
Loss for the fi nancial year 415
Group’s share of loss of jointly controlled entities for the fi nancial year 166
The non-trade amount due from jointly controlled entities is unsecured, interest-free and repayable on demand.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
98
12 AVAILABLE-FOR-SALE INVESTMENT
GROUP
2009 2008
$’000 $’000
Unquoted equity shares, at cost 10,220 10,445
The investment included above represents an investment in unquoted equity shares that presents the Group with
opportunity for return through dividend income and capital appreciation. The management is of the view that the
fair value of unquoted equity shares cannot be measured reliably as the range of reasonable fair value estimates is
signifi cant and the probabilities of the various estimates cannot be reasonably assessed. Accordingly, this investment
is stated at cost.
The available-for-sale investment is denominated in the functional currency of the respective entity.
The management has evaluated whether there is any indicator of impairment for unquoted equity shares carried at
cost, by considering both internal and external sources of information, and is satisfi ed that there is no such indicator.
13 INTANGIBLE ASSET
GROUP
2009 2008
$’000 $’000
Club membership 125 128
At December 31, 2009 and 2008, the management assessed that the marketable value of the club membership and
determined that it was in excess of its carrying amount.
14 DEFERRED TAXATION
GROUP
2009 2008
$’000 $’000
Deferred tax assets 17,254 5,637
Deferred tax liabilities (118,875) (46,640)
(101,621) (41,003)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
99 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
14 DEFERRED TAXATION (Cont’d)
The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during
the current and prior reporting year.
Revaluation
of investment
properties
Accelerated
tax depreciation
and excess of
tax deductible
expenses
Withholding
tax Tax losses Total
$’000 $’000 $’000 $’000 $’000
GROUP
At January 1, 2008 (23,926) (58) – 6,907 (17,077)
Charge to income statement
for the year (Note 27) (20,702) (2) – (1,458) (22,162)
Exchange difference (2,012) – – 248 (1,764)
At December 31, 2008 (46,640) (60) – 5,697 (41,003)
(Charge) credit to income statement
for the year (Note 27) (31,334) 6,671 (42,986) 5,415 (62,234)
Exchange difference 1,344 6 741 (475) 1,616
At December 31, 2009 (76,630) 6,617 (42,245) 10,637 (101,621)
Pursuant to PRC tax regulations, at the end of the reporting period, the Group has unutilised tax losses of $75.9
million (2008 : $44.5 million) available for offset against future profi ts. A deferred tax asset of $10.6 million (2008 : $5.7
million) has been recognised in respect of $42.6 million (2008 : $22.7 million) of such losses. No deferred tax asset
has been recognised in respect of the remaining $33.3 million (2008 : $21.8 million) due to the unpredictability of future
profi t streams. Tax losses may be carried forward for 5 years subject to the conditions imposed by law including the
retention of majority shareholders as defi ned.
15 OTHER RECEIVABLES AND DEPOSITS
GROUP
2009 2008
$’000 $’000
Advances to suppliers 841 1,669
Deposits for purchase of land for development and construction of properties 30,177 10,522
Staff loans 2,651 2,269
Prepayments 13,417 129
Sales tax prepayments 41,733 1,034
Interest receivables 357 –
Other receivables (1) 23,510 26,300
112,686 41,923
(1) Included in other receivables is an advance of $4.1 million (2008 : $14.8 million) to a PRC government agent for the resettlement of occupants
from land which the Group intends to purchase. In 2008, the advance is unsecured, interest-free and repayable within 6 months from the date
of advance unless extension is mutually agreed or the resettlement of occupants is not completed.
The management considers the credit risk on other receivables and deposits is limited because the counterparties are
government agents or third parties with long business relationships with the Group.
The other receivables and deposits are substantially denominated in the functional currencies of the respective
entities.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
100
16 NON-TRADE AMOUNTS DUE FROM/TO MINORITY SHAREHOLDERS OF SUBSIDIARIES
Amounts due from minority shareholders of subsidiaries are unsecured, interest-free and repayable on demand except
for the following:
a) An amount of $Nil (2008 : $21.2 million) which bore interest at Nil (2008 : 8.2%) per annum is secured by
undistributed retained earnings of a subsidiary yet to be distributed as dividends to the minority shareholder of
that subsidiary.
b) An amount of $5.4 million (2008 : $1.9 million) which bore interest at 4.0% (2008 : 4.0%) per annum is secured
by undistributed retained earnings of a subsidiary yet to be distributed as dividends to the minority shareholder
of that subsidiary.
c) Total amount of $15.6 million (2008 : $14.8 million) which bore interest at 5.4% (2008 : 7.5%) per annum is
secured by future earnings that will be distributed by a subsidiary to the minority shareholders of that
subsidiary.
Amounts due to minority shareholders of subsidiaries are unsecured, interest-free and repayable on demand except
for a non-current amount of $40.6 million (2008: $69.6 million) which bears interest at 5.9% (2008: 8.3%) per annum
and is repayable within 2 years (2008: 3 years); and a current amount of $27.5 million in 2009 which bears interest at
5.9% per annum.
The carrying amounts of amounts due from/to minority shareholders of subsidiaries approximate their fair values due
to the relatively short term maturity of interest-free balances or the interest rates approximate the prevailing market
rates.
Non-trade amounts due to minority shareholders of subsidiaries are denominated in the functional currencies of
respective entities.
The non-trade amounts due from minority shareholders of subsidiaries that are not denominated in the functional
currencies of the respective entities are as follows:
GROUP
2009 2008
$’000 $’000
HK dollars 2,057 2,025
RMB 16,056 15,443
17 HELD-FOR-TRADING INVESTMENT
GROUP
2009 2008
$’000 $’000
Quoted equity security, at fair value 2,017 1,101
Held-for-trading investment presents the Group with opportunities for return through dividend income and fair value
gains. This investment has no fi xed maturity or coupon rate. The fair value of this security is based on the closing
quoted market price on the last market day of the fi nancial year.
The held-for-trading investment is denominated in HK dollars.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
101 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
18 CASH AND BANK BALANCES AND PLEDGED BANK DEPOSITS
GROUP COMPANY
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Cash on hand 275 396 – –
Cash at bank 914,259 323,342 446 380
Fixed deposits 442,525 52,003 246,798 –
Cash and cash equivalents 1,357,059 375,741 247,244 380
Pledged bank deposits 5,042 8,272 – –
Pledged bank deposits, cash and bank balances comprise cash held by the Group and short term bank deposits with
an original maturity of 3 months or less. The carrying amounts of these assets approximate their fair values.
The effective interest rates for fi xed deposits and pledged bank deposits are 0.7% (2008 : 1.5%) and 4.2% (2008 :
4.3%) per annum respectively.
Pledged bank deposits represent deposits pledged to banks to secure certain mortgage loans provided by banks
to customers for the purchase of the Group’s development properties and as securities for construction contracts
required by certain suppliers and local authorities.
The cash and bank balances that are not denominated in the functional currencies of the respective entities are as
follows:
GROUP COMPANY
2009 2008 2009 2008
$’000 $’000 $’000 $’000
US dollars 2,314 18,760 17 66
19 SHARE CAPITAL
GROUP AND COMPANY
2009 2008 2009 2008
’000 ’000 $’000 $’000
Number of ordinary shares
Issued and paid up:
At beginning of year 1,831,334 1,825,814 1,226,168 1,219,081
Issuance of shares pursuant to offering exercise, net of
expenses 110,000 – 225,724 –
Issuance of shares under Pre-IPO Share Option Scheme 2,090 5,520 2,684 7,087
At end of year 1,943,424 1,831,334 1,454,576 1,226,168
Fully paid up ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and
when declared by the Company.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
102
20 BANK LOANS
GROUP
2009 2008
$’000 $’000
The bank loans are repayable as follows:
On demand or within one year 250,684 347,339
More than one year but not exceeding two years 125,399 662,160
More than two years but not exceeding fi ve years 340,420 167,206
More than fi ve years 41,264 –
757,767 1,176,705
Less: Amount due for settlement within 12 months (shown under current liabilities) (250,684) (347,339)
Amount due for settlement after 12 months 507,083 829,366
Secured
- Current bank loans 93,505 254,979
- Non-current bank loans 434,598 461,537
528,103 716,516
Unsecured 229,664 460,189
757,767 1,176,705
The above secured bank loans are pledged on the following:
GROUP
2009 2008
$’000 $’000
Properties for development 154,768 386,123
Completed properties for sale 41,728 197,871
Properties under development for sale 847,670 777,548
Investment properties 386,715 30,478
Leasehold land and buildings – 10,133
Bank deposits – 2,704
The bank loans that are not denominated in the functional currencies of the respective entities are as follows:
GROUP
2009 2008
$’000 $’000
HK dollars 136,468 288,121
As at the end of the reporting period, the bank loans for the purpose of property development, amounting to $136.5
million (2008 : $288.1 million) bear fl oating interest rate 1.5% (2008 : 1.5% to 1.6%) plus HIBOR rate of the bank of
2.9% (2008 : 5.09% to 5.13%) per annum due in 2010.
The other bank loans which are for the purpose of property development, bear fl oating interest rate based on a bank’s
prime rate and the average effective interest rate was 5.4% (2008 : 7.2%) per annum.
The carrying amounts of bank loans approximate their fair values as the interest rates approximate the prevailing
market rates.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
103 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
21 CONVERTIBLE NOTES
The convertible notes comprise notes issued in 2007 and 2009.
(a) The convertible notes issued on February 6, 2007 (“Notes 2012”) will mature on February 6, 2012. The Notes 2012 accrue interest at 4.00% per annum, compounded semi-annually. Accrued interest on Notes 2012 is payable only at maturity or upon early redemption, and will be foregone upon conversion of the Notes 2012. The conversion price was initially $2.7531 per share, and has been adjusted on account of the dividend distributions to $2.7100 and $2.6500 per share as at December 31, 2008 and 2009 respectively. The conversion price may be further adjusted for certain specifi ed dilutive events. The Notes 2012 are convertible into 127,641,509 and 124,815,535 new ordinary shares of the Company as at December 31, 2009 and 2008 respectively based on the adjusted conversion price at the option of the holders.
(b) The convertible notes issued on July 13, 2009 (“Notes 2014”) will mature on July 13, 2014. The Notes 2014 accrue interest at 5.85% per annum with interest payable on January 13 and July 13 of each year, commencing on January 13, 2010. The initial conversion price is $2.6208 per share and may be further adjusted for certain specifi ed dilutive and other events. The Notes 2014 are convertible into 143,086,080 new ordinary shares of the Company as at December 31, 2009 based on the initial conversion price at the option of the holders. The Company may, at any time on or after July 13, 2011 but before July 3, 2014, mandatorily convert all of the Notes 2014 if the volume weighted average price of the Company’s shares was at least 130% of the conversion price in effect on the date of notice.
The net proceeds received from the issue of the Notes 2012 and Notes 2014 have been allocated between the liability and equity components. The equity component represents the fair value of the embedded option to convert the liability into equity:
GROUP AND COMPANY
2009 2008
$’000 $’000
Nominal value of Notes 2012 and Notes 2014 issued 852,250 477,250
Equity component (gross) (129,843) (69,063)
Transaction costs (1) (19,457) (14,877)
Liability component at date of issue (2) 702,950 393,310
Cumulative interest charged 92,468 50,564
Interest payable within one year (10,298) –
Converted to equity (120,312) (120,312)
Liability component at end of year (2) 664,808 323,562
(1) Transaction costs included non-audit fees of $367,943 and $252,430 paid to the auditors of the Company and its affi liated fi rm in 2009
and 2007 respectively in connection with the offering exercise of convertible notes of the Company.
(2) Included in liability component is put option of bondholders of Notes 2014 amounting to $7.1 million at date of issue. The management
has determined that the fair value of the put option has not changed materially between the date of issue of Notes 2014 and the end of
the year.
The interest of Notes 2012 charged for the year is calculated by applying an effective interest rate of 8.0% per annum to the liability component since the Notes 2012 were issued. The interest of Notes 2014 charged for the year is calculated by applying an effective interest rate of 11.3% per annum to the liability component for the six-month period since the Notes 2014 were issued.
The management estimates the fair value of the liability component of the Notes 2012 at December 31, 2009 to be approximately $343.5 million (2008 : $185.4 million). This fair value has been calculated by assuming redemption on February 6, 2012 and using interest rate of 8.9% (2008 : 27.6%) per annum, compounded semi-annually. The interest rate is based on Singapore government’s two-year treasury bill rate of 2.6% (2008 : two-year treasury bill rate of 3.1%) per annum which will mature on April 1, 2012 (2008 : February 1, 2011), a credit spread risk margin of 4.3% (2008 : 19.6%) per annum and holding the liquidity risk rate as a percentage of both the risk free rate and the liquidity risk rate constant.
The management is of the view that the carrying amount of Notes 2014 approximates its fair value.
Notes 2012 and Notes 2014 are denominated in the functional currency of the Company.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
104
22 TRADE PAYABLES
GROUP
2009 2008
$’000 $’000
Outside parties 364,544 335,511
The average credit period for trade payables is 104 days (2008 : 116 days).
The trade payables are substantially denominated in the functional currencies of the respective entities.
23 OTHER PAYABLES
GROUP COMPANY
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Advances received from buyers 1,021,466 129,498 – –
Accrued expenses 19,770 5,204 416 463
Interest payable 11,318 1,098 10,299 –
Other payables 28,808 87,990 50 –
1,081,362 223,790 10,765 463
The other payables are substantially denominated in the functional currencies of the respective entities.
24 REVENUE
GROUP
2009 2008
$’000 $’000
Gross income from property development 1,645,588 1,034,353
Less: Business tax (82,583) (52,280)
Net income from property development 1,563,005 982,073
Gross income from property investment 9,630 3,454
Less: Business tax (612) (284)
Net income from property investment 9,018 3,170
Gross income from others 29,601 23,614
Less: Business tax (1,938) (1,640)
Net income from others 27,663 21,974
Total 1,599,686 1,007,217
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
105 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
25 OTHER OPERATING INCOME
GROUP
2009 2008
$’000 $’000
Doubtful debts recovered 1 –
Dividend income from available-for-sale investment 1,193 3,115
Dividend income from held-for-trading investment 43 27
Fair value gain on investment properties (Note 8) 120,691 81,220
Fair value gain on held-for-trading investment 374 –
Interest income 6,690 7,957
Excess of fair values of net identifi able assets acquired over the cost of combination 70 –
Net gain on disposal of property, plant and equipment – 11
Net gain on disposal of investment properties 160 –
Government subsidies 9,940 8,132
Tax subsidies – 4,038
Others 5,388 7,914
Total 144,550 112,414
26 FINANCE COST
GROUP
2009 2008
$’000 $’000
Interest on bank loans 50,053 71,827
Interest on convertible notes 41,904 24,367
Interest expense to a shareholder 26 895
Interest expense to minority shareholders of subsidiaries 4,594 3,705
Total 96,577 100,794
Less: Interest capitalised in
- properties for development (10,984) (33,221)
- properties under development for sale (67,285) (62,834)
Net 18,308 4,739
27 INCOME TAX
GROUP
2009 2008
$’000 $’000
Current - Foreign 117,137 69,126
Deferred income tax (Note 14) 19,248 22,162
Deferred withholding tax (Note 14) 42,986 –
Land appreciation tax (“LAT”) 287,942 174,728
Withholding tax 13,034 385
Under provision in prior years 13,142 526
Total 493,489 266,927
No provision for Singapore taxation has been made as the majority of the Group’s income neither arises in, nor is
derived from Singapore.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
106
27 INCOME TAX (Cont’d)
Taxation arising in the PRC is calculated at the prevailing rate of 20% (2008 : 18%) for major PRC operating
subsidiaries. The prevailing rate in the other subsidiaries is at 10% to 25% in 2009 and 2008.
On March 16, 2007, the PRC promulgated the Law of the PRC on Enterprise Income Tax (“New Law”) by Order No.63
of the President of the PRC, with an effective date of January 1, 2008. On December 28, 2007, the State Council of
the PRC issued Implementation Regulations of the New Law. Due to the New Law and Implementation Regulations,
the PRC subsidiaries will be subject to 25% Enterprise Income Tax, commencing January 1, 2008 except that certain
subsidiaries which originally enjoy the preferential tax rates shall gradually transit to the tax rate of 25% within 5 years
after the enforcement of the new tax law.
The income tax expense varied from the amount of income tax expense determined by applying the above income tax
rate to profi t before income tax as a result of the following differences:
GROUP
2009 2008
$’000 $’000
Income tax expense at PRC applicable tax rate of 20%* (2008 : 18%*) 185,809 104,559
Non-deductible items 8,445 3,265
Non-taxable items (559) (1,124)
Effect of unutilised tax losses not recognised as deferred tax assets 2,706 1,585
Effect of different tax rates for certain subsidiaries 5,731 15,045
Effect of LAT 230,354 143,277
Withholding tax 56,020 385
Under provision in prior years 13,142 526
Others (8,159) (591)
Total income tax expense 493,489 266,927
* These are the applicable tax rates for most of the Group’s taxable profi ts.
Income tax for overseas subsidiaries is calculated at the rates prevailing in the respective jurisdictions.
According to a PRC tax circular of State Administration of Taxation, Guoshuihan [2008] No.112, dividend distributed
out of the profi ts generated since January 1, 2008 held by the PRC entity to “non-resident” investors shall be subject
to PRC withholding income tax. Deferred tax liability of $41.6 million (2008 : $Nil) on the undistributed earnings of the
PRC subsidiaries has been charged to the consolidated income statement of the year.
LAT
There is no signifi cant development in LAT ruling and interpretation in 2009 and 2008.
As disclosed in prior years’ audited consolidated fi nancial statements, the directors of the Company, after taking
into account legal advice received and consulting the local Shanghai Pudong Tax Bureau, are of the opinion that the
relevant tax authority is not likely to impose any LAT on a retrospective basis. Accordingly, no provision has been
made in respect of those properties sold in Pudong New District prior to October 1, 2006.
If LAT was to be levied on the Group’s Shanghai Pudong New District properties in accordance with the Provisional
Regulations on a retrospective basis, the Group would have incurred additional LAT in the aggregate amount of
$111.6 million for the fi nancial periods prior to October 1, 2006, as adjusted for minority interests and for income tax
deductions. Should any of these exposures materialise, the Group’s current year net profi t will be impacted by the
same amount.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
107 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
27 INCOME TAX (Cont’d)
LAT (Cont’d)
The management of the Company is of the view that the actual LAT payable as required under the Provisional
Regulations approximates the amount of LAT actually paid and accrued by the Group for the PRC subsidiaries as at
December 31, 2009.
The actual Group’s LAT liabilities are subject to the determination by the tax authorities upon completion of the
property development projects and are subject to the specifi c implementation rules or measures mentioned above.
28 PROFIT FOR THE YEAR
Profi t for the year has been arrived at after charging (crediting):
GROUP
2009 2008
$’000 $’000
Depreciation of property, plant and equipment (1) 4,775 4,301
Employee benefi ts expense (including directors’ remuneration):
Equity-settled share-based payments – 1,148
Retirement benefi t scheme contributions 3,136 2,602
Salaries and other short-term benefi ts 44,201 40,901
Total employee benefi ts expense 47,337 44,651
Directors’ fees 400 400
Directors’ remuneration:
- of the Company 5,211 4,332
- of the subsidiaries 723 700
5,934 5,032
Fair value (gain) loss on held-for-trading investment (374) 2,155
Gain on acquisition of additional interest from a minority shareholder – (15)
Net loss (gain) on disposal of property, plant and equipment 22 (11)
Net (gain) loss on disposal of investment properties (160) 109
Net foreign exchange gain (5,153) (1,498)
Goodwill written off (Note 32) – 632
Excess of fair values of net identifi able assets acquired over the cost of combination
(Note 32) (70) –
Cost of completed properties for sale recognised as expenses 679,608 423,399
Non-audit fees:
- paid to auditors of the Company 7 45
- paid to other auditors 107 95
(1) In 2009, $368,000 (2008 : $401,000) of depreciation of property, plant and equipment is capitalised in properties for development and
properties under development for sale.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
108
29 EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the Company
is based on the following data:
GROUP
2009 2008
$’000 $’000
Earnings
Earnings for the purposes of basic earnings per share
(profi t for the year attributable to equity holders of the Company) 325,356 225,841
Effect of dilutive potential ordinary shares:
Interests on convertible notes 12,176 2,437
Earnings for the purposes of diluted earnings per share 337,532 228,278
GROUP
2009 2008
’000 ’000
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share 1,888,803 1,828,002
Effect of dilutive potential ordinary shares:
Share options 3,502 5,283
Convertible notes 193,868 124,815
Weighted average number of ordinary shares for the purposes of diluted earnings
per share 2,086,173 1,958,100
GROUP
2009 2008
Earnings per share (cents):
Basic 17.23 12.35
Diluted 16.18 11.66
30 DIVIDENDS
For the fi nancial year ended December 31, 2008, the directors declared a fi rst and fi nal one-tier tax exempt dividend
of 1.23 cents per ordinary share amounting to $22,525,414, which was paid during 2009.
In 2008, $22,092,355 of dividends was paid in respect of a fi rst and fi nal one-tier tax exempt dividend of 1.21 cents
per ordinary share declared for the fi nancial year ended December 31, 2007.
In respect of the current year, the directors proposed a fi rst and fi nal one-tier tax exempt dividend of 1.68 cents per
ordinary share amounting to $32,649,531. The dividend is subject to approval by shareholders at the Annual General
Meeting and has not been included as a liability in these fi nancial statements.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
109 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
31 SEGMENT INFORMATION
The Group’s reportable operating segments are as follows:
(i) Property development: Development of residential, commercial and other properties.
(ii) Property investment: Leasing of investment properties to generate rental income and to gain from the
appreciation in the value of the properties in the long term.
(iii) Others: Provision of property management, ancillary services, investment holding and others.
Information regarding the operations of each reportable segment is included below. The management monitors
the operating results of each operating segment for the purpose of making decisions on resource allocation and
performance assessment.
The Group’s operations are located in the PRC, hence no analysis by geographical area of operations is provided.
Segment revenue and results
The following is an analysis of the Group’s revenue and results by reportable segment:
GROUP
Revenue
Profi t (loss) before
income tax
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Property development 1,563,005 982,073 841,153 524,324
Property investment 9,018 3,170 117,317 81,600
Others 27,663 21,974 (29,426) (25,041)
Total 1,599,686 1,007,217 929,044 580,883
Segment profi t represents the profi t earned by each segment as determined using the Group’s accounting policy.
This is the measure reported to the chief operating decision maker for the purposes of resources allocation and
assessment of segment performance.
Segment assets
GROUP
2009 2008
$’000 $’000
Property development 5,668,621 4,417,516
Property investment 672,582 348,498
Others 365,493 53,166
Consolidated total assets 6,706,696 4,819,180
All assets are allocated to reportable segments. Liabilities are not allocated as they are not monitored by the chief
operating decision maker for the purposes of resource allocation and assessment of segment performance.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
110
31 SEGMENT INFORMATION (Cont’d)
Other segment information
GROUP
Depreciation
Additions to
non-current assets
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Property development 3,066 3,231 706,417 812,160
Property investment 788 5 214,254 31,894
Others 921 1,065 534 1,998
Total 4,775 4,301 921,205 846,052
32 ACQUISITION OF SUBSIDIARIES
On December 1, 2009, a subsidiary of the Company, Shanghai Yanlord Investment Management Co., Ltd., acquired a
wholly-owned subsidiary, incorporated in the PRC, Shanghai Zhongting Property Development Co., Ltd. (“SZPD”), for
a total cash consideration of approximately $5.1 million (RMB25.0 million). This transaction has been accounted for by
the purchase method of accounting.
The net assets acquired in the transaction are as follows:
Carrying
amount before
acquisition
Fair value
adjustments Fair value
$’000 $’000 $’000
2009
Net assets acquired:
Cash and bank balances 173 – 173
Other receivables and deposits 5,001 – 5,001
5,174 Excess of fair values of net identifi able assets acquired over the cost of
combination (Note 28) (70)
Total consideration satisfi ed by cash 5,104
Net cash outfl ow arising on acquisition:
Cash consideration (5,104)
Cash and bank balances of a subsidiary acquired 173
(4,931)
On April 2, 2008, a subsidiary of the Company, Yanlord Development (Tianjin) Co., Ltd. (“YDT”), acquired an additional
shareholding interest of 70.6% in Tianjin Yanlord Haihe Development Co., Ltd. (“TYHD”) for a total cash consideration
of approximately $317.7 million (RMB1,599.2 million), which includes commitment for capital injection of $138.9 million
(RMB699.2 million) in future as included in Note 35 to the fi nancial statements. Following the acquisition, the Group’s
shareholding in TYHD held though YDT increased from 9.4% to 80.0%. This transaction was accounted for by the
purchase method of accounting.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
111 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
32 ACQUISITION OF SUBSIDIARIES (Cont’d)
The net assets acquired in the transactions are as follows:
Carrying
amount before
acquisition
Fair value
adjustments Fair value
$’000 $’000 $’000
2008
Net assets acquired:
Properties for development 176,944 – 176,944
Cash and bank balances 44,049 – 44,049
Other receivables and deposits 8 – 8
221,001
Minority interests (637)
Goodwill written off (Note 28) 632
Interest in a subsidiary previously accounted for as available-for-sale
investment (Note 12) (42,205)
Total consideration satisfi ed by cash 178,791
Net cash outfl ow arising on acquisition:
Cash consideration (178,791)
Cash and bank balances of a subsidiary acquired 44,049
(134,742)
The management is of the view that the deferred tax impact on excess of the Group’s interest in the net fair value of
the acquired subsidiaries’ identifi able assets, liabilities and contingent liabilities over cost is not signifi cant.
The subsidiary acquired during the year contributed $0.075 million loss (2008 : $0.005 million loss) to the Group’s
profi t for the year for the period between the date of acquisition and the end of the reporting period. There is no
revenue contributed by the subsidiary acquired (2008 : $Nil).
If the acquisition had been completed on January 1, total Group’s profi t for the year in 2009 would have remained at
$435.6 million (2008 : decreased by $0.8 million to $313.2 million). There is no impact to total Group’s revenue (2008 :
$Nil).
33 SHARE-BASED PAYMENTS
The options under the Scheme grant the right to the holder to subscribe for new ordinary shares of the Company at
the discount of fi fteen percent (15%) of the IPO offer share price of $1.08. The options granted under the Scheme
will be exercisable after the second anniversary of the date of grant of the options and all options must be exercised
before the fi fth anniversary from the date of grant of the options. The maximum number of shares in respect of which
options may be granted under the Scheme shall not exceed 1% of the issued share capital of the Company on the
date immediately preceding the Offer Date of the Option.
Each option grants the holder the right to subscribe for one ordinary share in the Company. The options may be
exercised in full or in part thereof. By virtue of the options, the holders do not have the right to participate in any share
issue of the other companies in the Group. Options granted are cancelled when the holder is no longer a full time
employee of the Company or any corporations in the Group subject to certain exceptions in accordance with the rules
of the Scheme.
The above share option scheme is administered by a Pre-IPO Share Option Management Committee.
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
112
33 SHARE-BASED PAYMENTS (Cont’d)
Details of the share options outstanding during the year are as follows:
GROUP AND COMPANY
2009 2008
Number of
share options
Weighted
average
exercise price
Number of
share options
Weighted
average
exercise price
’000 $ ’000 $
Outstanding and exercisable at beginning of year 7,402 0.92 13,032 0.92
Exercised during the year (2,090) 0.92 (5,520) 0.92
Lapsed during the year – 0.92 (110) 0.92
Outstanding and exercisable at end of year 5,312 0.92 7,402 0.92
The weighted average share price at the date of exercise for share options exercised during the year was $2.35
(2008 : $1.85). The options outstanding at end of the year have a weighted average remaining contractual life of 1.5
years (2008 : 2.5 years).
The estimated fair values of the options granted on June 21, 2006 were $5.3 million.
These fair values for share options granted in 2006 were calculated using the Black-Scholes pricing model. The inputs
into the model were as follows:
Weighted average share price ($) 1.08
Weighted average exercise price ($) 0.92
Expected volatility 20.04%
Expected life 2
Risk free rate 3.64%
Expected dividend yield –
Expected volatility was determined by calculating the historical volatility of the Company’s share price over the
previous 3 months. The expected life used in the model has been adjusted, based on management’s best estimate,
for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group and the Company recognised total expense of $Nil (2008 : $1.1 million) related to equity-settled share-
based payment transactions during the year.
34 OPERATING LEASE ARRANGEMENTS
The Group as leasee
GROUP
2009 2008
$’000 $’000
Minimum lease payments under operating leases recognised as an expense in the year 5,005 4,581
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
113 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
34 OPERATING LEASE ARRANGEMENTS (Cont’d)
At the end of the reporting period, the Group has outstanding commitments under non-cancellable operating leases,
which fall due as follows:
GROUP
2009 2008
$’000 $’000
Within one year 2,500 4,751
In the second to fi fth year inclusive 3,170 6,093
5,670 10,844
Operating lease payments substantially represent rental payables by the Group in respect of land and buildings for its
offi ce premises and staff accommodation. Leases are negotiated for an average term of less than two years.
The Group as lessor
The Group rents out its investment properties and certain completed properties for sale in the PRC under operating
leases. Property rental income earned during the year was $8.9 million (2008 : $4.6 million).
At the end of the reporting period, the Group has contracted with tenants for the following future minimum lease
payments:
GROUP
2009 2008
$’000 $’000
Within one year 14,658 4,652
In the second to fi fth year inclusive 92,568 11,545
More than fi ve years 201,348 3,356
308,574 19,553
35 CAPITAL EXPENDITURE COMMITMENTS
Estimated amounts committed for future capital expenditure but not provided for in the fi nancial statements:
GROUP
2009 2008
$’000 $’000
Construction of properties 542,052 510,900
Acquisition of land use rights 589,055 193,741
Additional capital injection in subsidiaries 91,586 178,084
Others – 4
1,222,693 882,729
NOTES TO FINANCIAL STATEMENTSDecember 31, 2009
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
114
36 CONTINGENCIES AND GUARANTEES
As at December 31, 2009, the Group has provided guarantees of approximately $422.1 million (2008 : $228.8 million) to
banks for the benefi t of its customers in respect of mortgage loans provided by the banks to these customers for the
purchase of the Group’s development properties. Should such guarantees be called upon, there would be an outfl ow
of cash (previously collected by the Group) from the Group to the banks to discharge the obligations. The management
has made enquiries with the banks and considered the profi le of customers who buy the Group’s properties and
concluded that the likelihood of these guarantees being called upon is low. These guarantees provided by the Group
to the banks would be released upon receiving the building ownership certifi cate of the respective properties by the
banks from the customers as a pledge for security for the mortgage loan granted.
As at December 31, 2009 and 2008, the Company together with six of its subsidiaries have provided a joint guarantee
to banks in respect of a banking facility granted to a subsidiary amounting to US$200.0 million (equivalent to
$282.8 million) for a term of one year (2008 : two years) up to November 6, 2010. On January 29, 2010, the relevant
outstanding bank loan and interest payable were fully repaid and the banking facility was cancelled accordingly.
On December 18, 2009, the Company together with six of its subsidiaries have provided a joint guarantee to banks in
respect of a loan facility granted to a subsidiary amounting to US$400 million (equivalent to $565.6 million) for a term
of three years up to December 17, 2012. The loan facility is only drawn upon subsequent to current year end.
The management is of the view that the fair values of the fi nancial guarantees provided by the Group and the Company
are not signifi cant.
37 SUBSEQUENT EVENT
On February 4, 2010, holders of $314.5 million outstanding Notes 2012 exercised the option to redeem the outstanding
Notes 2012. The holders of the outstanding Notes 2012 who exercised the option to redeem were paid the principal
amount of $314.5 million together with the interest of $39.7 million, accrued based on the rate of 4.0% per annum,
compounded semi-annually as at February 8, 2010.
INTERESTEDPERSON TRANSACTIONS
115 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
The aggregate value of interested person transactions during the fi nancial year under review is as follows:
Name of Interested Person
Aggregate value of all interested
person transactions during
the fi nancial year under review
(excluding transactions less than
S$100,000 and transactions
conducted under shareholders’
mandate pursuant to Rule 920)
FY2009
Aggregate value of all interested
person transactions conducted
under shareholders’ mandate
pursuant to Rule 920 (excluding
transaction less than S$100,000)
FY2009
Yanlord Holdings Pte. Ltd.* S$2,709,162 NA
Zhong Sheng Jian S$4,238,638 NA
Total S$6,947,800 NA
Notes:
* Associate (as defi ned in the SGX Listing Manual) of Zhong Sheng Jian, director and controlling shareholder of the Company.
NA Not applicable
There was no material contract entered into by the Company and its subsidiaries involving the interests of the chief executive
offi cer or any director or controlling shareholder, either still subsisting at the end of the fi nancial year or entered into since the
end of the previous fi nancial year.
USE OFPROCEEDS
The proceeds raised by the Company from its concurrent offerings of ordinary shares and convertible notes due 2014 during
the financial year had been fully utilised as per the Company’s SGXNET announcement dated February 4, 2010.
SHAREHOLDINGSTATISTICSAs at March 9, 2010
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
116
Number of Shares Issued : 1,943,524,476
Class of Shares : Ordinary shares with one vote per share
Issued and Paid-up Share Capital : $1,477,757,040
Size of Shareholdings
No. of
Shareholders
Percentage
(%) No. of Shares
Percentage
(%)
1 - 999 11 0.13 590 0.00
1,000 - 10,000 6,504 76.19 32,707,483 1.68
10,001 - 1,000,000 1,997 23.40 75,583,363 3.89
1,000,001 and above 24 0.28 1,835,233,040 94.43
TOTAL 8,536 100.00 1,943,524,476 100.00
TWENTY LARGEST SHAREHOLDERS
Name of Shareholders No. of Shares
Percentage
(%)
HL BANK NOMINEES (S) PTE LTD 695,681,000 35.79
YANLORD HOLDINGS PTE. LTD. 416,580,000 21.43
ABN AMRO NOMINEES SINGAPORE PTE LTD 160,611,000 8.26
CITIBANK NOMINEES SINGAPORE PTE LTD 142,737,905 7.34
DBS NOMINEES PTE LTD 113,557,334 5.84
DBSN SERVICES PTE LTD 85,041,070 4.38
HSBC (SINGAPORE) NOMINEES PTE LTD 62,098,791 3.20
UOB KAY HIAN PTE LTD 50,504,000 2.60
RAFFLES NOMINEES (PTE) LTD 22,102,820 1.14
UNITED OVERSEAS BANK NOMINEES (PTE) LTD 20,511,686 1.06
BNP PARIBAS SECURITIES SERVICES SINGAPORE 14,125,400 0.73
DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 10,701,000 0.55
WANG NANHUA 10,010,000 0.52
MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 8,206,933 0.42
DB NOMINEES (S) PTE LTD 3,679,101 0.19
OCBC SECURITIES PRIVATE LTD 3,667,000 0.19
PHILLIP SECURITIES PTE LTD 3,558,000 0.18
KIM ENG SECURITIES PTE. LTD. 2,892,000 0.15
CIMB-GK SECURITIES PTE. LTD. 1,918,000 0.10
ZHONG HAISHENG 1,724,000 0.09
TOTAL 1,829,907,040 94.16
SHAREHOLDINGSTATISTICSAs at March 9, 2010
117 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
SUBSTANTIAL SHAREHOLDERS
Name
No. of Shares Held
Direct Interest
Percentage
(%) Deemed Interest
Percentage
(%)
Total Interest
(%)
YANLORD HOLDINGS PTE. LTD.1 1,267,514,000 65.22 – – 65.22
ZHONG SHENG JIAN2 5,487,000 0.28 1,267,514,000 65.22 65.50 Note:
1 Interest held directly and via nominee accounts.
2 Zhong Sheng Jian is deemed to be interested in 1,267,514,000 ordinary shares held by Yanlord Holdings Pte. Ltd.
Based on the information available to the Company as at 9 March 2010, approximately 32% of the issued ordinary shares
of the Company is held by the public and accordingly, Rule 723 of the Listing Manual issued by the Singapore Exchange
Securities Trading Limited has been complied with.
NOTICE OFANNUAL GENERAL MEETING
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
118
YANLORD LAND GROUP LIMITED(Incorporated in the Republic of Singapore)
Company Registration No. 200601911K
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Yanlord Land Group Limited (“Company” or “Yanlord”)
will be held on Thursday, 29 April 2010 at 3.00 p.m. at the Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffl es
Boulevard, Marina Square, Singapore 039594 to transact the following business:
AS ROUTINE BUSINESS
1. To receive and adopt the directors’ report and the audited fi nancial statements for the fi nancial year ended 31
December 2009 together with the auditors’ reports thereon. (Resolution 1)
2. To declare a fi rst and fi nal (one-tier) tax-exempt dividend of 1.68 Singapore cents per ordinary share for the year
ended 31 December 2009. (Resolution 2)
3. To approve the payment of Directors’ Fees of S$400,000 for the year ended 31 December 2009 (FY2008: S$400,000).
(Resolution 3)
4. To re-elect the following Directors, each of whom will retire pursuant to Article 91 of the Articles of Association (“AA”)
of the Company and who, being eligible, offer themselves for re-election:
a) Zhong Sheng Jian (Resolution 4a)
b) Hong Zhi Hua (Resolution 4b)
c) Ng Jui Ping (Resolution 4c)
5. To re-appoint Messrs Deloitte & Touche LLP as Auditors of the Company and to authorize the Directors to fi x their
remuneration. (Resolution 5)
AS SPECIAL BUSINESS
6. To consider and, if thought fi t, to pass with or without any amendments, the following resolutions as Ordinary
Resolutions:
6A. That authority be and is hereby given to the Directors of the Company to:-
(a) (i) allot and issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or
otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments” and each, an “Instrument”) that
might or would require shares to be issued, including but not limited to the creation and issue of (as well
as adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors
may, in their absolute discretion, deem fi t; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in
pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
NOTICE OFANNUAL GENERAL MEETING
119 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution):
(A) by way of renounceable rights issues on a pro-rata basis to shareholders of the Company
(“Renounceable Rights Issues”) shall not exceed one hundred per cent. (100%) of the total number of
issued shares (excluding treasury shares) in the capital of the Company (as calculated in sub-paragraph
(3) below); and
(B) otherwise than by way of Renounceable Rights Issues (“Other Share Issues”) shall not exceed fi fty
per cent. (50%) of the total number of issued shares (excluding treasury shares) in the capital of the
Company (as calculated in accordance with sub-paragraph (3) below), of which the aggregate number
of shares to be issued other than on a pro-rata basis to shareholders of the Company (including shares
to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed
twenty per cent. (20%) of the total number of issued shares (excluding treasury shares) in the capital of
the Company (as calculated in accordance with sub-paragraph (3) below);
(2) the Renounceable Rights Issues and Other Share Issues shall not, in aggregate, exceed one hundred per cent.
(100%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in sub-paragraph (3) below);
(3) (subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited
(“SGX-ST”) for the purpose of determining the aggregate number of shares that may be issued under sub-
paragraphs (1)(A) and (1)(B) above, the total number of issued shares (excluding treasury shares) shall be based
on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this
Resolution is passed, after adjusting for:-
(i) new shares arising from the conversion or exercise of any convertible securities or share options on
issue at the time this Resolution is passed; and
(ii) any subsequent bonus issue, consolidation or subdivision of shares;
(4) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the
Listing Manual of SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST)
and the AA for the time being of the Company; and
(5) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall
continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM is
required by law to be held, whichever is the earlier. (Resolution 6)
6B. That subject to and pursuant to the share issue mandate in Resolution 6 above being obtained, authority be and is
hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders of the Company at
an issue price per new share which shall be determined by the Directors in their absolute discretion provided that
such price shall not represent more than a 20% discount for new shares to the weighted average price per share
determined in accordance with the requirements of the SGX-ST. (Resolution 7)
6C. That approval be and is hereby given to the Directors to:-
(a) offer and grant options in accordance with the provisions of the Yanlord Land Group Share Option Scheme
2006 (“ESOS 2006”); and
(b) allot and issue from time to time such number of shares in the capital of the Company as may be issued
pursuant to the exercise of options under the ESOS 2006,
provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed fi fteen per
cent. (15%) of the total issued shares in the capital of the Company from time to time. (Resolution 8)
NOTICE OFANNUAL GENERAL MEETING
YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
120
6D. That:-
(1) for the purposes of sections 76C and 76E of the Companies Act (Chapter 50, Singapore) (“Act”), the exercise by
the Directors of the Company of all the powers of the Company to purchase or acquire shares fully paid in the
capital of the Company not exceeding in aggregate the Maximum Percentage (as defi ned below), at such price
or prices as may be determined by the Directors from time to time up to the Maximum Price (as defi ned below),
whether by way of:-
(a) on market purchases on the SGX-ST (“Market Purchase”); and/or
(b) off-market purchases (if effected otherwise than on the SGX-ST) in accordance with any equal access
scheme(s) as may be determined or formulated by the Directors as they consider fi t, which scheme(s)
shall satisfy all the conditions prescribed by the Act (“Off-Market Purchase”),
and otherwise in accordance with all other laws regulations and rules of the SGX-ST as may for the time being
applicable, be and is hereby authorised and generally and unconditionally (“Share Buyback Mandate”);
(2) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the
Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from
time to time during the period commencing from the date of the passing of this Resolution and expiring on the
earlier of:-
(a) the date on which the next AGM of the Company is held; or
(b) the date by which the next AGM of the Company is required by law to be held,
whichever is earlier.
In this Resolution:-
“Maximum Percentage” means that number of issued shares representing not more than 10% of the total
number of issued and fully paid-up shares as at date of the passing of this Resolution (excluding any shares
which are held as treasury shares as at that date);
“Maximum Price” in relation to a share to be purchased, means the purchase price (excluding brokerage and
fully paid-up commission, applicable goods and services tax, stamp duties, clearance fees and other related
expenses) not exceeding:-
(i) in the case of a Market Purchase, 105% of the Average Closing Price of the shares; and
(ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price of the shares;
“Average Closing Price” means the average of the closing prices of a share over the last fi ve (5) market days
on which the shares are transacted on the SGX-ST or, as the case may be, such securities exchange on which
the shares are listed or quoted, immediately preceding the date of the Market Purchase by the Company or, as
the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be
adjusted, in accordance with the rules of the SGX-ST, for any corporate action that occurs after the relevant
fi ve-day period; and
“date of the making of the offer” means the date on which the Company makes an offer for the purchase or
acquisition of shares from holders of shares, stating therein the relevant terms of the equal access scheme for
effecting the Off-Market Purchase.
(3) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they and/or he may consider
expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/
or authorised by this Resolution. (Resolution 9)
7. To transact any other ordinary business which may properly be transacted at an annual general meeting.
NOTICE OFANNUAL GENERAL MEETING
121 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009
NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATES
NOTICE IS ALSO HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will be closed
on 14 May 2010, for the purpose of determining the shareholders’ entitlements to the fi rst and fi nal (one-tier) tax-exempt
dividend of 1.68 Singapore cents per ordinary share for the year ended 31 December 2009 (“Proposed Dividend”) to be
proposed at the AGM of the Company to be held on 29 April 2010.
Duly completed registrable transfers in respect of shares of the Company received by the Company’s Share
Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., of 50 Raffl es Place, Singapore Land Tower #32-01, Singapore
048623 up to 5.00 p.m. on 13 May 2010 will be registered to determine shareholders’ entitlements to the Proposed Dividend.
Shareholders whose securities accounts with the Central Depository (Pte) Limited are credited with shares as at 5.00 p.m. on
13 May 2010 will be entitled to the Proposed Dividend.
The Proposed Dividend, if approved at the forthcoming AGM, will be paid on 1 June 2010.
BY ORDER OF THE BOARD
Tan Shook Yng
Company Secretary
8 April 2010
Singapore
Notes:
(i) A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote on his behalf.
A proxy need not be a member of the Company.
(ii) The instrument appointing a proxy must be deposited at the registered offi ce of the Company at 9 Temasek Boulevard #36-02 Suntec Tower Two
Singapore 038989 not less than 48 hours before the time fi xed for holding the AGM.
(iii) Resolution 4a: Zhong Sheng Jian will, upon re-appointment as a Director of the Company, remain as Chairman and Chief Executive Offi cer, member of
the Nominating Committee and member of the Risk Management Committee.
(iv) Resolution 4c: Ng Jui Ping who is considered an independent director will, upon re-appointment as a Director of the Company, remain as Chairman of
the Remuneration Committee, member of the Audit Committee and member of the Risk Management Committee.
(v) Resolution 6, if passed, is to empower the Directors from the date of the AGM to be held on 29 April 2010 until the date of next AGM, to issue shares
in the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such
instruments, up to a number not exceeding (i) 100% of the total number of issued shares (excluding treasury shares) in the capital of the Company
(calculated as described above) for Renounceable Rights Issues (“100% Renounceable Rights Issues”) and (ii) 50% of the total number of issued shares
(excluding treasury shares) in the capital of the Company (calculated as described above) for Other Share Issues, with a sub-limit of 20% for issues
other than on a pro-rata basis to shareholders, provided that the total number of shares which may be issued pursuant to (i) and (ii) shall not exceed
100% of the issued shares (excluding treasury shares) in the capital of the Company (calculated as described above).
The authority for 100% Renounceable Rights Issues is one of the further measures introduced by Singapore Exchange Limited, in consultation with the
Monetary Authority of Singapore, and took effect on 20 February 2009 to accelerate and facilitate listed issuers’ fund raising efforts.
(vi) Resolution 8, if passed, is to authorise the Directors to offer and grant options in accordance with the provisions of the ESOS 2006 and to allot and
issue from time to time such number of shares in the capital of the Company as may be issued pursuant to the exercise of options under the ESOS
2006, provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed 15% of the total number of issued shares
excluding treasury shares in the capital of the Company from time to time.
(vii) Resolution 9 relates to the renewal of the Share Buyback Mandate which was originally approved by shareholders on 29 April 2009. Please refer to
Appendix I to this Notice of AGM for details.
This page has been intentionally left blank
Important:
1. For investors who have used their CPF monies
to buy shares of Yanlord Land Group Limited,
the Annual Report is forwarded to them at the
request of their CPF Approved Nominees and
is sent solely FOR INFORMATION ONLY.
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.
Proxy Form
Annual General Meeting
Yanlord Land Group Limited(Incorporated in the Republic of Singapore)
Company Registration No. 200601911K
I/We, (Name)
of (Address)
being a member/members of Yanlord Land Group Limited (the “Company” or “Yanlord”) hereby appoint:
Name Address NRIC /
Passport Number
Proportion of Shareholdings
No. of Shares %
(a)
and/or (delete as appropriate):
(b)
or failing him/her, the Chairman of the Meeting (defi ned below), as my/our proxy/proxies to attend and vote for me/us on my/
our behalf and, if necessary, to demand a poll at the annual general meeting of the Company (“Meeting”) to be held at the
Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffl es Boulevard, Marina Square, Singapore 039594 on Thursday,
29 April 2010 at 3.00 p.m. and at any adjournment thereof.
(Please indicate with an “X’’ in the space provided whether you wish your vote(s) to be cast for or against the resolution as
set out in the Notice of the Meeting. In the absence of specifi c directions, the proxy will vote or abstain as the proxy deems
fi t.)
No. Ordinary Resolutions For Against
ROUTINE BUSINESS
1 Adoption of Reports and Accounts
2 Declaration of Dividend
3 Approval of Directors’ Fees
4 (a) Re-election of Zhong Sheng Jian as Director
(b) Re-election of Hong Zhi Hua as Director
(c) Re-election of Ng Jui Ping as Director
5 Re-appointment of Auditors
SPECIAL BUSINESS
6 Authority for Directors to issue shares and convertible securities
7 Authority for Directors to issue new shares other than on a pro-rata basis at a discount of up
to 20% to the weighted average price per share
8 Authority for Directors to grant options and to issue shares under Yanlord Share Option
Scheme 2006
9 Renewal of Share Buyback Mandate
Dated this day of 2010.
Signature(s) or Common Seal of Member(s)
IMPORTANT: PLEASE READ NOTES ON THE REVERSE
Total Number of Shares Held
Notes:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as
defi ned in Section 130A of the Companies Act, Cap 50), you should insert that number. If you have shares registered in your name
in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the
Depository Register and registered in your name in the Register of Members, you should insert the aggregate number. If no number
is inserted, this form of proxy will be deemed to relate to all the shares held by you.
2. A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf.
A proxy need not be a member of the Company. Where a member appoints more than one proxy, the appointments shall be invalid
unless he specifi es the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.
3. The instrument appointing a proxy or proxies shall, in the case of an individual, be signed by the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either
under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the corporation.
4. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly
certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the
instrument may be treated as invalid.
5. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fi t to
act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Cap 50.
6. The Company shall be entitled to reject an instrument appointing a proxy/proxies which is incomplete, improperly completed, illegible
or where the true intentions of the appointor is not ascertainable from the instructions of the appointor contained in the instrument
of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the
member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before
the time fi xed for holding the Meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.
7. The instrument appointing a proxy or proxies must be deposited at the Company’s registered offi ce at 9 Temasek Boulevard #36-02
Suntec Tower Two, Singapore 038989 not less than 48 hours before the time fi xed for the Meeting.
PROXY FORM
The Company Secretary
YANLORD LAND GROUP LIMITED 9 Temasek Boulevard
#36-02 Suntec Tower Two
Singapore 038989
Affi x
Stamp
Here
YANLORD LAND GROUP LIMITED
9 Temasek Boulevard #36-02Suntec Tower Two Singapore 038989Tel: 65-6336 2922 Fax: 65-6238 6256
www.yanlordland.com