Full Year Financial Statement And Dividend Announcement for the Year Ended 31 December 2007
PART I INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS
1(a) An income statement (for the group), together with a comparati ve statement for the corresponding period of the immediately preceding financial year.
Full year financial statement on consolidated results for the year ended 31 December 2007. These figures have not been audited.
% Increase/ 2007 2006 (Decrease) Revenue (Note 1) 58,183 63,235 (8) Other income (Note 2) 1,180 293 303 59,363 63,528 (7) Allowance for impairment in receivables and bad debts written off, net (201) (136) 48 Bad debts recovered 311 - NM Cost of sales of development properties (11,611) (23,538) (51) Depreciation of fixed assets (311) (448) (31) Exchange loss, net (20) (206) (90) Gain on revaluation of investment properties 229,066 - NM (Loss)/Gain on remeasurement of other investments (77) 140 NM Loss on disposals of subsidiaries (427) - NM Write-back of allowance for foreseeable losses and cost of 3,701 849 336 development properties previously written down Write-back of impairment loss on other assets 117 44 166 Other expenses (33,728) (26,231) 29 Finance costs (22,805) (26,119) (13) 223,378 (12,117) NM Share of results of associates 4,629 (3,553) NM Profit/(Loss) from operations before taxation (Note 3) 228,007 (15,670) NM Income tax expense - current year (310) (363) (15) Income tax expense - underprovision in prior years (129) - NM Deferred tax expense (16,101) (67) 23,931 Profit/(Loss) for the year 211,467 (16,100) NM Minority interests 252 - NM Profit/(Loss) for the year attributable to equity holders 211,719 (16,100) NM $'000 The Group
Notes : (1) Included in Revenue is investment income of approximately $38,000 (2006 : $79,000). (2) Included in Other income is net gain on disposals of fixed assets of approximately $212,000 (2006 : $5,000). (3) Included in Profit/(Loss) from operations before taxation is net profit on disposals of development properties of approximately $2,113,000 (2006 : $1,300,000). (4) NM Not Meaningful. (5) NA Not Applicable.
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1 (b)(i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year.
2007 2006 2007 2006 Non-current Assets Fixed assets 908 568 - - Subsidiaries - - 233,451 190,290 Associates 122,471 159,688 - 4,251 Investment properties 1,331,022 1,053,380 - - Other investments 367 - - - Other assets 64,294 408 - - 1,519,062 1,214,044 233,451 194,541 Current Assets Other investments 1,078 1,175 - - Development properties 24,171 31,902 - - Trade and other receivables 15,669 4,124 3 3 Cash and cash equivalents 2,113 703 418 50 43,031 37,904 421 53 Total Assets 1,562,093 1,251,948 233,872 194,594 Share capital 186,688 150,713 186,688 150,713 Reserves 678,121 594,537 33,326 40,516 Minority interests 19,257 - - - Total Equity 884,066 745,250 220,014 191,229 Non-current Liabilities Obligations under finance leases 29 82 - - Interest bearing loans and borrowings 571,220 485,217 - - Deferred income 2,058 - - - Financial guarantees - - 10,092 1,769 Deferred tax liability 80,259 513 - - 653,566 485,812 10,092 1,769 Current Liabilities Bank overdraft 1,219 1,465 - - Trade and other payables 22,300 18,782 1,252 666 Obligations under finance leases 53 132 - - Financial guarantees - - 2,514 930 Tax payable 889 507 - - 24,461 20,886 3,766 1,596 Total Liabilities 678,027 506,698 13,858 3,365 Total Equity and Liabilities 1,562,093 1,251,948 233,872 194,594 The Group The Company $'000 $'000
1(b)(ii) Aggregate amount of groups borrowings and debt securities.
Amount repayable in one year or less, or on demand
Secured Unsecured Secured Unsecured $1,272,000 - $1,597,000 - As at 31.12.2006 As at 31.12.2007
Amount repayable after one year
Secured Unsecured Secured Unsecured $571,249,000 - $485,299,000 - As at 31.12.2006 As at 31.12.2007
Details of any collateral
The borrowings by the subsidiaries are generally secured by the Groups investment and development properties and other assets and are guaranteed by the Company or Winfoong International Limited. Page 2
1(c) A cash flow statement (for the group), together with a comparati ve statement for the corresponding period of the immediately preceding financial year.
2007 2006 Operating Activities Profit/(Loss) from operations before taxation 228,007 (15,670) Adjustments for : Share of results of associates (4,629) 3,553 Amortisation of transaction cost of interest bearing loans and borrowings 1,635 762 Allowance for impairment in receivables and bad debts written off, net 201 136 Depreciation of fixed assets 311 448 Gain on disposals of fixed assets, net (212) (5) Gain on disposals of other investments (17) (44) Gain on revaluation of investment properties (229,066) - Loss on disposals of subsidiaries 427 - Loss/(Gain) on remeasurement of other investments 77 (140) Write-back of allowance for foreseeable losses and cost of development (3,701) (849) properties previously written down Write-back of impairment loss on other assets (117) (44) Interest income (124) (149) Interest expenses 21,166 25,358 Operating profit before working capital changes 13,958 13,356 Changes in working capital : Development properties 11,432 19,275 Trade and other receivables (8,903) (1,153) Trade and other payables 2,678 3,522 Cash generated from operations 19,165 35,000 Income tax paid (122) (88) Interest received 147 88 Income tax refund - 9 Cash Flows from Operating Activities 19,190 35,009 Investing Activities Additions to investment properties (1,129) (744) Purchase of other investments (125) (253) Acquisition of land (63,778) - Purchase of fixed assets (63) (288) Proceeds from disposals of fixed assets 345 8 Proceeds from disposals of other investments 162 346 Cashflow on acquisition/disposal of subsidiaries, net of cash 4,715 - (Increase)/Decrease in associates (327) 204 Cash Flows from Investing Activities (60,200) (727) Financing Activities Interest paid (22,254) (25,478) Dividend paid (35,975) - Repayment of interest bearing loans and borrowings (14,898) (14,188) Issuance of rights shares 35,975 Payment of finance lease rentals (133) (145) Proceeds from interest bearing loans and borrowings 79,952 4,196 Cash Flows from Financing Activities 42,667 (35,615) Net Increase/(Decrease) in Cash and Cash Equivalents 1,657 (1,333) Cash and cash equivalents at 1 J anuary (762) 844 Effect of exchange rate changes on balances held in foreign currencies (1) (1) Cash and Cash Equivalents at 31 December 894 (490) Cash and Cash Equivalents at 31 December is represented by : Cash at banks and in hand 2,113 703 Bank overdraft (1,219) (1,465) 894 (762) The Group $'000
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Summary of effect of acquisition/disposal of subsidiaries
2007 2006 Fixed assets 759 - Investment properties 50,049 - Other investments 385 - Trade and other receivables 522 - Bank balances and cash in hand, net of bank overdraft 34 - Trade and other payables (2,398) - Interest bearing loans and borrowings (21,006) - Minority interests (19,509) - 8,836 - Less interest previously accounted as associates (13,944) - Net assets disposed (5,108) - Loss on disposal 427 - Net cash acquired (4,681) - Cash acquired (34) - Cashflow on acquisition/disposal of subsidiaries, net of cash (4,715) - The Group $'000
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1 of 18 (d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparati ve statement for the corresponding period of the immediately preceding financial year.
%) per share $'000 Retained Profit Capital Share Share and Other Translation Revaluation Minority Capital Premium Reserves Reserves Reserves Interest Total The Group At 1 J anuary 2006 149,899 814 3,143 (20,519) 375,504 79,405 - 588,246 Exchange differences on translation of balances at - - (65) - (9,260) - - (9,325) beginning of the year Exchange differences on translation of financial - - - (3,012) - - - (3,012) statements of foreign subsidiaries and associates Exchange differences on monetary items forming - - - (1,426) - - - (1,426) part of net investments in foreign subsidiaries Net surplus on revaluation - - - - 185,183 - - 185,183 Share of reserves of associates - - 21 - 1,663 - - 1,684 Net gains/(losses) recognised directly in equity - - (44) (4,438) 177,586 - - 173,104 Loss for the year - - - - - (16,100) - (16,100) Total recognised income and expense for the year - - (44) (4,438) 177,586 (16,100) 157,004 Transfer from share premium account to share 814 (814) - - - - - - capital upon implementation of the Companies (Amendment) Act 2005 At 31 December 2006 150,713 - 3,099 (24,957) 553,090 63,305 - 745,250 At 31 December 2006, as previously reported 150,713 - 3,099 (24,957) 553,090 63,305 - 745,250 Effects of adopting FRS 40 - - - - (553,090) 469,534 * - (83,556) At 1 J anuary 2007, restated 150,713 - 3,099 (24,957) - 532,839 - 661,694 Exchange differences on translation of financial - - - (6,199) - - - (6,199) statements of foreign subsidiaries and associates Exchange differences on monetary items forming - - - (2,432) - - - (2,432) part of net investments in foreign subsidiaries Share of reserves of associates - - (680) - - 707 - 27 Net gains/(losses) recognised directly in equity - - (680) (8,631) - 707 - (8,604) Profit for the year - - - - - 211,719 (252) 211,467 Total recognised income and expense for the year - - (680) (8,631) - 212,426 (252) 202,863 Issue of rights shares 35,975 - - - - - - 35,975 Effects arising on acquisition/disposal of - - - - - - 19,509 19,509 subsidiaries Interim bonus dividend paid of $0.06 (net of tax - - - - - (35,975) - (35,975) At 31 December 2007 186,688 - 2,419 (33,588) - 709,290 19,257 884,066
This represents the revaluation reserve which was transferred to retained profit arising from the Groups adoption of FRS 40 vestment Property, net of the Groups share of deferred tax on the revaluation surplus.
* In
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Capital Share Share and Other Translation Revaluation Retained Minority Capital Premium Reserves Reserves Reserves Interest Total The Company At 1 J anuary 2006 149,899 814 - - - 41,475 - 192,188 Transfer from share premium account to share 814 (814) - - - - - - capital upon implementation of the Companies (Amendment) Act 2005 Net gains/(losses) recognised directly in equity 814 (814) - - - - - - Loss for the year - - - - - (959) - (959) Total recognised income and expense for the year 814 (814) - - - (959) - (959) Dividend - - - - - - - - At 31 December 2006 150,713 - - - - 40,516 - 191,229 At 1 J anuary 2007 150,713 - - - - 40,516 - 191,229 Profit for the year - - - - - 28,785 - 28,785 Total recognised income and expense for the year - - - - - 28,785 - 28,785 Issue of rights shares 35,975 - - - - - - 35,975 Interim bonus dividend paid of $0.06 (net of tax - - - - - (35,975) - (35,975) of 18%) per share At 31 December 2007 186,688 - - - - 33,326 - 220,014 Profit $'000
1(d)(ii) Details of any changes in the companys share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
During the year, the Company issued 59,959,518 new Ordinary Shares at an issue price of $0.60 per share. As at 31 December 2007, the share capital of the Company is 659,554,698 shares (2006 : 599,595,180 shares).
2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.
The figures have not been audited nor reviewed by the Companys auditors.
3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter).
NA.
4. Whether the same accounting policies and methods of computation as in the issuers most recently audited annual financial statements have been applied.
Except as disclosed in paragraph 5 below, the Group and the Company have applied the same accounting policies and methods of computation in the financial statements for the current reporting year compared with the Groups and the Companys audited financial statements for the year ended 31 December 2006.
5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
The Group and the Company adopted various new or revised Financial Reporting Standards (FRS) and Interpretations which became effective for the financial year beginning 1 J anuary 2007. The FRS that has an impact on the Group is disclosed below :
FRS 40 Investment Property
FRS 40, which becomes mandatory for the Groups 2007 financial statements, permits investment property to be stated at either fair value or cost less accumulated depreciation and accumulated impairment losses. The Group will continue to state investment property at fair value. Under the fair value model in FRS 40, changes in fair values of investment property are Page 6
required to be included in the profit and loss account. As a result of the adoption of FRS 40, the Group has reclassified the amount of approximately $553,090,000 in its revaluation reserve to retained profit at 1 J anuary 2007 and provision of deferred tax of approximately $63,664,000. This change has no impact to the Companys financial statements.
6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends.
2007 2006 Profit/(Loss) per ordinary share of the Group after deducting any provision for preference dividends : (a) Based on the average number of ordinary shares on issue; and 33.38 cts (2.54) cts (b) On a fully diluted basis (detailing any adjustments made to the earnings) 33.38 cts (2.54) cts The Group
The profit/(loss) per ordinary share was calculated based on the profit/(loss) for the year attributable to equity holders of pproximately $211,719,000 (2006 : loss of $16,100,000) and the number of ordinary shares in issue of 659,554,698 8 as a result of the issuance of 59,959,518 rights shares ursuant to a rights exercise undertaken by the Company. Consequently, earnings per share of the Group has been restated
e no potential dilutive ordinary shares in existence as at 31 December 2007 and 31 December 2006.
7. et asset value (for the issuer and group) per ordinary share based on issued share capital of the issuer at the end (a) urrent financial period reported on; and (b) immediately preceding financial year.
a (2006 : 659,554,698).
The comparative for the weighted average number of shares used in computing the earnings per share for the year ended 31 December 2006 has been restated from 599,595,180 to 659,554,69 p from (2.69) cts to (2.54) cts for the year ended 31 December 2006. There ar
N of the :
c 2007 2006 2007 2006 Net asset value per ordinary share based on 134 cts 124 cts 33 cts 32 cts issued share capital The Group The Company
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the groups
pplicable) seasonal or cyclical factors; and factors that affected the cash flow, working capital, assets or liabilities of the group during the
58.2 million. This was rincipally due to a decrease in sales of development properties although an increase in rental rates for its investment he Groups other income for 2007 increased mainly due to gain on disposals of fixed assets and increase in lthough revenue decreased, the Group made a profit before its share of results of associates of approximately
(1) n of approximately $229.1 million for 2007. This is due to the Groups adoption of FRS 40 which became effective on count.
) There was a decrease in finance costs due to lower interest rates incurred in its loans that were refinanced during
business. It must include a discussion of the following : (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where a (b) any material current financial period reported on.
The Groups revenue for 2007 decreased from approximately $63.2 million to approximately $ p properties resulted in an increase in contribution of rental income from its investment properties.
T compensation income relating to its investment properties.
A $223.4 million as compared to a loss of approximately $12.1 million for 2006 due to the following : The Group revalued its investment properties as of December 2007 and recorded a gain on revaluatio 1 J anuary 2007. Increase in the value of investment properties was recognised in the profit and loss ac
(2) There was a decrease in cost of sales of development properties due to lower sales during the year. (3 the year. Page 7
(4) There was also write-back of allowance for foreseeable losses and costs of development properties previously written down due to improved market values of its development properties. December 2007. les in the profit and loss account. he Groups borrowings increased due mainly to the financing of its purchase of State Land although the collection of
cast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
10. commentary at the date of the announcement of the significant trends and competitive conditions of the industry affect the group in the next reporting period and the next 12 months.
ects rental rates for offices to continue to remain strong.
(a) urrent Financial Period Reported On
Any dividend declared for the current financial period reported on ? Yes
Interim Cash e (net of tax)
In line with the adoption of FRS 40, the Group provided for deferred tax expenses of approximately $16.1 million in 2007.
Hence, the Group made a profit of approximately $211.7 million as compared to a loss of approximately $16.1 million for 2006.
The Group recorded an increase in value of its investment properties principally from the revaluation of its investment properties as of
The Groups other assets increase by approximately $63.9 million due principally to the acquisition of State Land at Claymore Hill.
The decrease in development properties was mainly due to the sales during the year which resulted in a transfer of associated cost of development in the balance sheet to cost of sa
The increase in trade and other receivables was mainly due to goods and services tax receivable, prepayments and compensation receivable in relation to its investment properties.
T sales revenue from its development properties reduce the bank borrowings secured on its development properties.
9. Where a fore
NA. A in which the group operates and any known factors or events that may The Group exp
11. Dividend C Name of Dividend Dividend Type Dividend Amount per Share (in cents) Tax Rate 18% 6 cents per ordinary shar
ng Period of the Immediately Preceding Financial Year ding financial year ? None
2. If no dividend has been declared/recommended, a statement to that effect.
(b) Correspondi
Any dividend declared for the corresponding period of the immediately prece
1
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PART II ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT (This part is not applicable to Q1, Q2, Q3 or Half Year Results)
ue and results for business or geographical segments (of the group) in the form presented in the issuers most recently audited annual financial statements, with comparati ve information for the immediatel y preceding year.
13. Segmented reven Property Property Property Other Business Segments Investment Development Management Operations Total 2007 Total revenue 43,097 14,050 705 331 58,183 Segment results 246,152 5,812 18 (5,799) 246,183 Finance costs (21,491) (817) - (497) (22,805) 223,378 Share of results of associates 4,629 Income tax expense (16,540) Profit for the year 211,467 2006 Total revenue 37,178 25,248 730 79 63,235 Segment results 12,140 2,471 (92) (517) 14,002 Finance costs (23,763) (1,762) - (594) (26,119) (12,117) Share of results of associates (3,553) Income tax expense (430) Loss for the year (16,100) $'000 The Group
4. factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments. 8 above.
15. A breakdown of sales.
1 In the review of performance, the
Please refer to paragraph
% Increase/ 2007 2006 (Decrease) (a) Sales reported for first half year 32,821 33,907 (3) (b) Operating profit/(loss) after tax before deducting minority 28,587 (9,058) NM interests reported for first half year (c) Sales reported for second half year 25,362 29,328 (14) (d) Operating profit/(loss) after tax before deducting minority 182,880 (7,042) NM interests reported for second half year The Group $'000
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16. A breakdown of the total annual dividend (in dollar value) for the issuers latest full year and its previous full year.
Total Annual Dividend (Refer to Para 16 of Appendix 7.2 for the required details)
Latest Full Year ('000) Previous Full Year ('000) Ordinary 35,975 - Preference - - Total : 35,975 -
BY ORDER OF THE BOARD oh Chay Tiang orothy Ho any Secretaries 29 February 2008