Haw Par
Corporation
Limited
annual
report
2012
CONTENTS
Core Operations
01 Corporate Profile
02 Chairman’s Statement
06 Board of Directors
10 Corporate Information
11 Management Listing
12 Key & Senior Executives
14 Group Financial Highlights
16 Five-Year Financial Summary
18 Operations Review
26 People & The Community
30 Financial Review
35 Share Price & Trading Volume
36 Financial Calendar
37 Corporate Governance
47 Statutory Reports &
Financial Statements
113 Group Offices
115 Major Products & Services
116 Statistics of Shareholdings
118 Notice of Annual General Meeting
Proxy Form
Healthcare
Haw Par Healthcare Limited
Tiger Balm (Malaysia) Sdn. Bhd.
Xiamen Tiger Medicals Co., Ltd
Haw Par (India) Private Limited
Haw Par Tiger Balm (Thailand) Limited
Haw Par Tiger Balm (Philippines), Inc.
Tiger Medicals (Taiwan) Limited
PT. Haw Par Healthcare
Leisure
Haw Par Leisure Pte Ltd
Underwater World Singapore Pte Ltd
Underwater World Pattaya Ltd
Property
Haw Par Properties (Singapore) Private Limited
Haw Par Centre Private Ltd
Setron Limited
Haw Par Land (Malaysia) Sdn. Bhd.
Investments
Haw Par Investment Holdings Private Limited
Straits Maritime Leasing Private Limited
Pickwick Securities Private Limited
Haw Par Equities Pte Ltd
Haw Par Trading Pte Ltd
M & G Maritime Services Pte Ltd
Haw Par Capital Pte Ltd
Haw Par Securities (Private) Limited
Haw Par Hong Kong Limited
Haw Par Brothers International (H.K.) Limited
Tiger Balm (Hong Kong) Limited
Haw Par Pharmaceutical Holdings Pte Ltd
Associated Companies:
Hua Han Bio-Pharmaceutical
Holdings Limited
UIC Technologies Pte Ltd (16.4%)
(40%)
COrporate profile
focus.
resilience.
sustainability.
Haw Par Corporation Limited
has been listed on The Singapore
Exchange since 1969.
Headquartered in Singapore, the
Group’s core healthcare and leisure
businesses promote healthy lifestyles
through its healthcare products
and oceanariums.
Haw Par’s healthcare products are
manufactured and marketed under
its various established brands Tiger Balm and Kwan Loong. Tiger
Balm, a renowned ointment is
used worldwide to invigorate the
body as well as to relief aches and
pains. Its product extensions such
as Tiger Balm Medicated Plaster,
Tiger Balm Joint Rub, Tiger Balm
Neck and Shoulder Rub, Tiger
Balm Mosquito Repellent Patch
and Tiger Balm ACTIVE range
cater to the lifestyle needs of a
new health-conscious generation.
The Group owns and operates two
oceanariums, namely Underwater
World Singapore at Sentosa and
Underwater World Pattaya in
Thailand.
Haw Par Corporation Limited — annual report 2012
The Group also has interests in
investment properties and manages
its own portfolio of investments
in securities.
The Group’s primary corporate
strategy is to expand its core
healthcare and leisure businesses
through product extensions under
its own established brands, form
strategic alliances with partners in
various key markets and explore
acquisition of compatible businesses.
It also aims to manage efficiently
its portfolio of investments in
properties and securities to achieve
a reasonable return.
1
Chairman’s statement
In 2012, the world was confronted
with subdued growth and
weak demand mainly from
western economies. In Asia, a
low interest rate environment
coupled with an abundance of
liquidity fuelled asset prices. As a
result, earnings for the financial
year ended 31 December 2012
increased 50% to $120.0m,
mainly from higher fair value
gains on investment properties.
Group revenue increased 5% to
$139.3m, contributed mainly
by higher sales of Tiger Balm
products. The 2012 performance
also benefited from exceptional
gains by associated companies.
Healthcare Division ended the
year with higher sales of $92.0m
(2011: $81.4m), supported by
growth in certain key Asian
markets. Profits improved
to $17.2m (2011: $15.6m).
Excluding the impairment
2
charge on Chengdu Oceanarium
in the previous year, Leisure
Division improved its profit by
11% to $11.9m (2011: $10.7m).
Property Division enjoyed stable
occupancy rates with profit of
$12.9m (2011: $13.1m).
HIGHLIGHTS OF
OPERATIONS
Healthcare Division improved
its packaging worldwide. It also
focused its product offerings to
consumers with different needs,
such as the young and active
individuals. Targeted marketing
efforts included online campaigns
to boost sales in key markets,
riding on the strong Tiger Balm
brand. New product launches
including variants of Tiger Balm
plaster, Tiger Balm Mosquito
Repellant patches and Tiger
Balm Neck and Shoulder Rub
were well received by consumers.
Cost pressures remained acute,
particularly from the raising
of minimum wage rates in
various parts of Asia as well as
the increase in raw material
prices. More countries imposed
stricter regulatory compliance
on our products, resulting in
higher compliance costs in
addition to longer timeframe
for approvals.
Leisure Division saw heightened
competition as new tourist
attractions came on stream both
in Singapore and Thailand. A
tight labour market in Singapore,
compounded by increasing
demand for frontline and
specialized personnel put further
pressures on margins. Underwater
World Singapore received fewer
visitors as a result of stiffer
competition. Underwater World
Pattaya, however, enjoyed
healthy growth with the launch
of a new jellyfish exhibit during
the year.
2013 Business Outlook
and Strategy
Hua Han Bio-Pharmaceutical
Holdings Limited (“Hua Han”),
the Group’s Hong Kong-listed
associate, continued to perform
well. Its sales increased by more
than 10% for their financial year
ended 30 June 2012. There were
also exceptional gains during
the year from the disposal of
Hua Han’s associated company.
In view of the current state of
the global economy, the Group
anticipates challenging times.
Cost pressures and competitive
forces would continue to affect
bottom lines. The Healthcare
Division is well-positioned to
ride on growth in key Asian
markets, where consumers
have increasing purchasing
p o w e r. A n e w a n d l a r g e r
plant in Xiamen China will
increase capacity and improve
efficiency. The Leisure Division
will review expansion plans at
Underwater World Pattaya to
attract more local and foreign
visitors. Underwater World
Singapore, which has provided
many years of good returns, will
face greater pressures with the
opening of newer attractions
in Singapore and the region.
DIVIDEND
The Board recommends a second
and final tax exempt (onetier) dividend of 14 cents per
share. Together with the interim
dividend of 6 cents paid last
September, the total dividend
per share for financial year ended
31 December 2012 is 20 cents
per share, the same as that in
2011. A bonus issue is proposed
on the basis of one Bonus Share
for every ten existing ordinary
shares held.
The Group will continue to proactively seek new investments.
Haw Par Corporation Limited — annual report 2012
ACKNOWLEDGEMENT
On behalf of the Board, I would
also like to thank management
and staff for their hard work and
dedication, and our shareholders
and business associates for their
continuing support.
Mr Reggie Thein has decided
not to seek re-appointment at
the coming Annual General
Meeting. The Board would
like to thank him for his past
contributions to the Group.
I would also like to express my
deepest gratitude to my fellow
Board members for their wise
counsel and guidance in the
past year.
Wee Cho Yaw | Chairman
3
4
Haw Par Corporation Limited — annual report 2012
5
board of directors
WE E C H O YAW
N on - E xecutive C hairman
Dr Wee Cho Yaw, aged 84, is a
career banker with more than 50
years’ experience. He has been
Chairman of the Company and
of the Haw Par Group (“Group”)
since 1978. He was appointed to
the Board on 31 October 1975
and was last re-appointed on 25
April 2012. He is the Chairman of
the Investment Committee and
a member of the Remuneration
and Nominating Committees.
Dr Wee is Chairman of the
United Overseas Bank Limited,
Far Eastern Bank Ltd, United
Overseas Insurance Limited, United
International Securities Limited,
UOL Group Limited, Pan Pacific
Hotels Group Limited, United
Industrial Corporation Limited,
Singapore Land Limited and
Marina Centre Holdings Private
Limited. He is also Chairman of
Wee Foundation.
He is Honorary President of the
Singapore Federation of Chinese
Clan Associations, Singapore
Hokkien Huay Kuan and
Singapore Chinese Chamber of
Commerce & Industry. Dr Wee is
also Pro-Chancellor of Nanyang
Technological University.
6
He received Chinese high school
education and was conferred
Honorary Doctor of Letters by
National University of Singapore
in 2008.
Dr Wee was conferred the
Businessman Of The Year award
twice at the Singapore Business
Awards in 2001 and 1990. In
2006, he received the inaugural
Credit Suisse-Ernst & Young
Lifetime Achievement Award for
his outstanding achievements in
the Singapore business community.
In 2009, he was conferred the
Lifetime Achievement Award by The
Asian Banker. In 2011 Dr Wee was
conferred the highest National Day
award, the Distinguished Service
Order for his contributions to the
community and to education.
W E E EE LIM
SAT PAL K H ATTAR
R EGGI E TH EI N
P resident & C E O
I ndependent D irector
I ndependent D irector
Mr Wee Ee Lim, aged 51, joined
the Group in 1986 and became
President & CEO of Haw Par
Corporation Limited in 2003.
He was appointed to the Board
on 23 March 1994 and was last
re-elected on 20 April 2011. Mr
Wee is a member of the Investment
Committee. He has been closely
involved in the management and
growth of the Group over the last
26 years.
Mr Sat Pal Khattar, aged 70, was a
founding partner and later consultant
in Messrs KhattarWong with over
40 years’ experience in the legal
profession. He was appointed to the
Board on 1 January 1977 and was
last re-elected on 20 April 2011. He
is Chairman of the Remuneration
and Nominating Committees.
Mr Reggie Thein, aged 72, is an
accountant with over 40 years’
experience in the profession.
He was appointed to the Board
on 8 July 2003 and was last reappointed on 25 April 2012. He
is the Chairman of the Audit
Committee.
He is a Director of Singapore
Land Limited, United Industrial
Corporation Limited, UOL Group
Limited, Pan Pacific Hotels
Group Limited, Hua Han BioPharmaceutical Holdings Limited
(a company listed on the Hong
Kong Stock Exchange) and Wee
Foundation.
He holds a Bachelor of Arts
(Economics) degree from Clark
University, USA.
He is the Chairman and Director
of Khattar Holdings Pte Ltd Group
of Companies which is principally
engaged in investments. He is
also a Director of the Institute of
South Asian Studies.
He was Chairman of Guocoland
Limited and Director of Guoco
Group Limited and GuocoLeisure
Limited till late 2012.
He was also Chairman of the
Board of Trustees of the Singapore
Business Federation till April 2012
and Member of Presidential Council
for Minority Rights till July 2012
after completing various terms.
He holds a LLM degree and LLB
(Hons) degree from the University
of Singapore.
He was presented the SICCI-DBS
Singapore-India Business Award
in 2009 and was bestowed the
Padma Shri award by the President
of India in 2011.
Haw Par Corporation Limited — annual report 2012
He is a Director of United Overseas
Bank Limited, GuocoLand Limited,
GuocoLeisure Limited, FJ Benjamin
Holdings Limited, MobileOne
Limited, and Otto Marine Limited.
He was a former director of Grand
Banks Yachts Limited till 2009,
MFS Technology Ltd till 2011
and Keppel Telecommunications
and Transportation Limited till
April 2012.
He is also a member of the
governing council of the Singapore
Institute of Directors.
He is a Fellow of the Institute of
Chartered Accountants in England
and Wales and a member of
the Institute of Certified Public
Accountants of Singapore.
Mr Thein has decided not to offer
himself for re-appointment at this
year’s annual general meeting.
7
board of directors
H WANG SOO JIN
Lee S u a n Yew
Wee Ee -cha o
Independent Director
I ndependent D irector
N on - Executive D irector
Mr Hwang Soo Jin, aged 77, is a
chartered insurer with more than
50 years of business experience.
He was appointed to the Board
on 28 October 1986 and was last
re-appointed on 25 April 2012.
He is a member of the Audit and
Remuneration Committees.
Dr Lee Suan Yew, aged 79, is a
medical practitioner with over
50 years’ experience. He was
appointed to the Board on 18
December 1995 and was last
re-appointed on 25 April 2012.
He is a member of the Audit and
Nominating Committees.
Mr Wee Ee-chao, aged 58, is a nonexecutive and non-independent
director. He was appointed to the
Board on 8 July 2003 and was
last re-elected on 25 April 2012.
Mr Hwang is the Chairman
Emeritus, Director and Senior
Advisor of Singapore Reinsurance
Corporation Ltd and a Director of
Singapore Land Limited, United
Industrial Corporation Limited
and United Overseas Insurance
Limited.
Dr Lee is an independent Director
of K1 Ventures Limited. After
serving six years as a Trustee of the
Board of SingHealth Foundation,
he stood down in 2010.
He stepped down as a Director of
the Hokkien Foundation in 2010.
He was previously the Chairman of
Singapore Reinsurance Corporation
Ltd up till 2008.
He is a chartered insurer of the
Chartered Insurance Institute, UK,
an advisor to the ASEAN Insurance
Council, an Honorary Fellow of
The Singapore Insurance Institute
and a Justice of the Peace.
8
He was appointed Justice of the
Peace in 1998. Dr Lee was President
of the Singapore Medical Council
for 4 years (2000 – 2004) and was
also Chairman of the Singapore
National Medical Ethics Committee
(2007 and 2008). For his numerous
public services, he was awarded
the Public Service Star in 1991 and
Public Service Star (Bar) in 2002.
He holds a M.B.B. Chir. degree from
the University of Cambridge and
MRCP and FRCP from the Royal
College of Physicians, Glasgow.
Mr Wee is the Chairman and
Managing Director of UOB-Kay
Hian Holdings Limited. He is a
Director of UOL Group Limited,
Pan Pacific Hotels Group Limited
and Wee Foundation. He also
manages Kheng Leong Company
(Private) Limited which is involved
in real estate development and
investments.
He holds a Bachelor of Business
Administration degree from The
American University, Washington
DC, USA.
Dr Chew Kia Ngee
Peter Sim Swee Yam
H a n Ah K u a n
Independent Director
I ndependent D irector
Executive D irector
Dr Chew Kia Ngee, aged 67, is a
chartered accountant with about
40 years’ experience in the public
accounting profession. He was
appointed to the Board on 11
May 2011 and was re-elected on
25 April 2012. He is a member of
the Audit Committee.
Mr Peter Sim, aged 57, is a practising
lawyer and Director of Sim Law
Practice LLC and has more than
30 years of legal practice. He was
appointed to the Board on 11
May 2011 and was re-elected on
25 April 2012.
Mr Han Ah Kuan, aged 64, joined
the Group in 1991 as the General
Manager of Haw Par Healthcare
Limited (“HPH”) and was appointed
as a director of HPH in 1995. He
was appointed to the Board on 28
January 2005 and was re-elected
on 20 April 2010. He is a member
of the Investment Committee.
Dr Chew is the Chairman and
Independent Director of Ausgroup
Ltd. He is also a Director of
Dimension Data Asia Pacific
Pte Ltd and the Singapore Eye
Foundation. On 1 January 2013,
he was appointed as a member
of the Audit Committee of Kong
Meng San Phor Kark See Monastery.
He holds a Bachelor of Economics
(Honours) degree from the
University of Malaya, a Master
of Commerce from the University
of Melbourne and a PhD in
Business and Management from
the University of South Australia.
He is a Fellow of the Institute of
Chartered Accountants in Australia
and the Institute of Certified Public
Accountants of Singapore.
Mr Sim is currently an Independent
Director of Lum Chang Holdings
Ltd, Marco Polo Marine Ltd,
Mun Siong Engineering Ltd and
Latitude Tree International Group
Ltd. He also sits on the Board of
Young Men’s Christian Association
(YMCA) of Singapore and the
Singapore Heart Foundation.
He holds a Bachelor of Business
Administration (Hons) degree
from the University of Singapore.
He was a Director of British and
Malayan Trustees Limited till
January 2013.
He holds a degree in law from the
then University of Singapore (now
known as the National University
of Singapore).
He was awarded the Pingkat Bakti
Masyarakat in 2000 and Bintang
Bakti Masyarakat in 2008.
Haw Par Corporation Limited — annual report 2012
9
corporate information
Directors
Remuneration Committee
Wee Cho Yaw
Sat Pal Khattar
Chairman (Non-Executive)
Chairman
Wee Ee Lim
Wee Cho Yaw
Hwang Soo Jin
President & Chief Executive Officer
Sat Pal Khattar
Independent Director
Company Secretary
Reggie Thein
Zann Lim Seok Bin
Independent Director
Hwang Soo Jin
Independent Director
Auditors
Lee Suan Yew
PricewaterhouseCoopers LLP
Yeoh Oon Jin (From 2009)
Audit Partner-in-charge
Independent Director
Wee Ee-chao
Non Executive Director
Chew Kia Ngee
Bankers
Independent Director
Peter Sim Swee Yam
United Overseas Bank Limited
The Hong Kong & Shanghai
Banking Corporation Limited
Independent Director
Han Ah Kuan
Executive Director
Registrar
Audit Committee
Reggie Thein
Chairman
Hwang Soo Jin
Lee Suan Yew
Chew Kia Ngee
(appointed wef 25 April 2012)
Boardroom Corporate & Advisory
Services Pte Ltd
50 Raffles Place #32-01
Singapore Land Tower
Singapore 048623
Tel : 6536 5355
Fax : 6536 1360
Investment Committee
Registered Office
Wee Cho Yaw
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel : 6337 9102
Fax : 6336 9232
Website : www.hawpar.com
Reg. No.: 196900437M
Chairman
Wee Ee Lim
Han Ah Kuan
Nominating Committee
Sat Pal Khattar
Chairman
Investor Relations
Wee Cho Yaw
Lee Suan Yew
Email : [email protected]
10
management listing
Corporate Office
Wee Ee Lim
President & Chief Executive
Officer
Han Ah Kuan
Executive Director
Tarn Sien Hao
Group General Manager
Zann Lim
Chief Financial Officer &
Group Company Secretary
Shiu Siew Leng
Group Internal Audit Manager
Betty Khoo
Group Finance Manager
George Giang
Group Human Resource
Manager
Lee Tang Ling
Corporate Communications
Manager
Delphine Loo
Legal Counsel
Tan Quee Kim
Corporate Secretarial Manager
Paul Chow Say Suan
Head, Asset Management
Healthcare
Han Ah Kuan
Director & General Manager,
Haw Par Healthcare Limited
Keeth Chua
Deputy General Manager
(Marketing),
Haw Par Healthcare Limited
Ling Chiew Eng
Quality and Regulatory
Compliance Manager,
Haw Par Healthcare Limited
Kow Mui Lick
Senior Manager
(Quality and Regulatory Affairs),
Haw Par Healthcare Limited
Tai Voon San
Director & Plant Manager,
Tiger Balm (Malaysia) Sdn. Bhd.
Ng Wah Tong
Deputy General Manager
(Manufacturing),
Haw Par Healthcare Limited
Leisure
Song Teng Soo
Group Finance Manager,
Haw Par Healthcare Limited
Tey Chee Tiong
Regional Manager,
Haw Par Healthcare Limited
Fion Pang
Regional Manager,
Haw Par Healthcare Limited
Choong Jun Ee
Regional Manager,
Haw Par Healthcare Limited
Felicia Low
Marketing Manager,
Haw Par Healthcare Limited
Yap Yee Sah
Brand Manager,
Haw Par Healthcare Limited
Aninthaya Soonsatham
Country Manager
(Thailand & Indochina),
Haw Par Tiger Balm
(Thailand) Limited
Goh Bee Leong
Director & General Manager
(Manufacturing),
Haw Par Healthcare Limited
Jenny Lam
Country Manager
(Hong Kong & Macau),
Haw Par Hong Kong Limited
Jasmin Hong
Deputy General Manager
(Marketing),
Haw Par Healthcare Limited
Ben Song
Country Manager (China),
Xiamen Tiger Medicals Co. Ltd
Haw Par Corporation Limited — annual report 2012
Tarn Sien Hao
Director,
Haw Par Leisure Pte Ltd
Kwek Meng Tiam
Regional General Manager,
Underwater World Singapore
Pte Ltd / Haw Par Leisure
Pte Ltd
Peter Chew
General Manager,
Underwater World Singapore
Pte Ltd
Anthony Chang
Curator,
Underwater World Singapore
Pte Ltd
Desmond Tung
Finance Manager,
Underwater World Singapore
Pte Ltd
Kelvin Whang
General Manager,
Underwater World Pattaya Ltd
Property
Tarn Sien Hao
Director,
Haw Par Properties (Singapore)
Private Limited
Derrick Low
Property Manager,
Haw Par Land (Malaysia)
Sdn. Bhd.
11
Key & Senior Executives
Tarn Sien Hao
Group General Manager
Haw Par Corporation Limited
Goh Bee Leong
Director & General Manager (Manufacturing),
Haw Par Healthcare Limited
Joined the Group in 2001 as Deputy General Manager
(Corporate Development) and was promoted
to the position of General Manager (Corporate
Development) in 2005 and General Manager
(Corporate Development and Property Division) in
2010. Appointed to the present position in 2012.
Joined Haw Par Healthcare in 1977 as Quality Control
Pharmacist. Promoted to present position in 2006.
Holds a Master of Business Administration from
the University of Dubuque.
Kow Mui Lick
Senior Manager (Quality & Regulatory Affairs),
Haw Par Healthcare Limited
Zann Lim
Chief Financial Officer &
Group Company Secretary,
Haw Par Corporation Limited
Joined Haw Par Healthcare in 1991 as QC / Laboratory
Manager and promoted to Senior Manager (QC &
QA) in 2007. Appointed to present position in 2011.
Joined the Group in 2006 as Group Finance Manager
and promoted to Group Financial Controller &
Group Company Secretary in 2008. Promoted to
present position in 2013.
Holds a Master of Business Administration from
INSEAD and Tsinghua University. A member of
the Institute of Certified Public Accountants of
Singapore.
Shiu Siew Leng
Group Internal Audit Manager
Haw Par Corporation Limited
Joined the Group in 1991 as Internal Auditor and
promoted to Assistant Internal Audit Manager in
2003 and Internal Audit Manager in 2008. Promoted
to the present position in 2012.
Holds a Bachelor’s Degree in Accountancy from
the National University of Singapore. A member
of the Institute of Certified Public Accountants of
Singapore.
12
Holds a Bachelor of Science (Pharmacy) from the
University of Singapore.
Holds a Bachelor of Science (Chemistry) from the
University of Singapore.
Ng Wah Tong
Deputy General Manager (Manufacturing),
Haw Par Healthcare Limited
Joined Haw Par Healthcare in 2009 as Production
Manager, promoted to Manufacturing Manager in
2012. Promoted to present position in 2013.
Holds a Bachelor of Science (Pharmacy) from the
National University of Singapore.
Jasmin Hong
Deputy General Manager (Marketing),
Haw Par Healthcare Limited
Peter Chew
General Manager,
Underwater World Singapore Pte Ltd
Joined Haw Par Healthcare in 2004 as Deputy
General Manager (Marketing).
Joined Underwater World Singapore in 1994 as Front
Office Executive. Seconded to PGF Golf Driving Range
in 1998 as Range Manager. Returned to Underwater
World Singapore as a Senior Marketing Executive
in 2000. Promoted to Assistant Director (Sales &
Marketing) in 2007 and to Deputy General Manager
in 2010. Promoted to current position in 2012
Holds a Bachelor of Commerce degree from the
University of Melbourne.
Keeth Chua
Deputy General Manager (Marketing),
Haw Par Healthcare Limited
Joined Haw Par Healthcare in 2011 as Deputy
General Manager (Marketing).
Holds a Bachelor of Business in Business Administration
from the Royal Melbourne Institute of Technology.
Kwek Meng Tiam
Regional General Manager,
Underwater World Singapore Pte Ltd /
Haw Par Leisure Pte Ltd
Joined Underwater World Singapore in 1991
as Maintenance Superintendent. Promoted to
Operations Director in 2002 and General Manager
of Underwater World Singapore Pte Ltd in 2005.
Promoted to current position in 2010.
Holds a Bachelor of Arts in Business Studies,
The Open University, UK.
Haw Par Corporation Limited — annual report 2012
Holds a General Certificate of Education – Ordinary
Level.
Anthony Chang
Curator,
Underwater World Singapore Pte Ltd
Joined Underwater World Singapore and appointed
to his current position as Curator in 2009.
Holds a Master of Science Degree from Capella
University.
Kelvin Whang
General Manager,
Underwater World Pattaya Ltd
Joined Underwater World Pattaya in 2008 as
Marketing Manager. Promoted to his present
position in late 2011.
Attended college education at Dominion College,
Ontario.
13
group financial highlights
Turnover (%)
Profit
Contribution (%)
Assets
Employed (%)
2012
2012
2012
Healthcare — 66.0
Leisure — 21.7
Property — 12.3
Healthcare — 15.6
Leisure — 10.8
Property — 11.8
Investment — 61.8
Healthcare — 4.5
Leisure — 3.1
Property — 9.0
Investment — 83.4
2011
2011
2011
Healthcare — 61.3
Leisure — 26.1
Property — 12.6
Healthcare — 15.1
Leisure — 10.3*
Property — 12.6
Investment — 62.0
Healthcare — 4.6
Leisure — 4.1
Property — 8.7
Investment — 82.6
* Exclude the impairment of Chengdu Oceanarium
14
2012
$’000
Results ($’000)
Group turnover:
1Q
2Q
3Q
4Q
Profit before taxation:
1Q
2Q
3Q
4Q
Earnings for the year:
1Q
2Q
3Q
4Q
2011*
$’000
% Increase/
(Decrease)
32,407
36,507
36,748
33,687
139,349
33,268
31,652
34,429
33,326
132,675
8,733
59,715
22,695
36,183
127,326
7,979
52,969
9,046
16,381
86,375
9.4
12.7
150.9
120.9
47.4
7,292
57,643
20,489
34,541
119,965
6,564
51,650
7,461
14,133
79,808
11.1
11.6
174.6
144.4
50.3
2,253,217
23,028
1.0
1,788,970
12,407
0.7
26.0
85.6
42.9
60.6
20.0
3.0
11.31
40.3
20.0
2.0
8.98
50.4
–
50.0
25.9
414
337
251
408
325
212
1.5
3.7
18.4
(2.6)
15.3
6.7
1.1
5.0
Statement of financial position
($’000)
Shareholders’ funds
Borrowings
Debt/Equity (%)
Per share
Earnings (cents)
Dividend net (cents)
Dividend cover (times)
Net tangible assets per share ($)
Employees
Number of employees
(Full time and permanent)
Group turnover per employee ($’000)
Pre-tax profit# per employee ($’000)
* Comparatives have been restated due to the retrospective adoption of Singapore Financial Reporting Standards 12 “Income Taxes”. The details are set out
in pages 62 and 63 of the Annual Report.
#
Exclude the fair value changes on investment properties
Haw Par Corporation Limited — annual report 2012
15
Five-Year Financial Summary
2012
2011*
2010*
2009*
2008*
139,349
84,526
17,155
11,881
12,925
48,587
(6,022)
19,308
132,675
77,816
15,643
(1,893)
13,138
55,691
(4,763)
8,656
129,761
84,806
16,157
12,585
12,336
48,993
(5,265)
23,521
123,991
83,485
15,508
13,526
13,911
45,323
(4,783)
7,590
122,109
90,438
14,587
16,154
14,692
50,764
(5,759)
6,616
23,492
127,326
(97)
86,375
15,436
123,763
(32,866)
58,209
(15,640)
81,414
119,965
79,808
115,099
50,625
75,271
60.6
20.0
3.0
40.3
20.0
2.0
58.2
20.0
2.9
25.6
20.0
1.3
38.1
20.0
1.9
Shareholders’ funds
Non-controlling interests
2,253,217 1,788,970
–
–
2,253,217 1,788,970
1,951,892
7,756
1,959,648
1,910,249
7,147
1,917,396
1,333,941
7,017
1,340,958
Property, plant and equipment
Investment properties
Associated companies
Available-for-sale financial assets
Intangible assets & other
long term assets
Net current assets
Long term liabilities
37,947
37,865
211,545
187,039
114,484
100,468
1,446,017 1,117,520
43,848
181,642
91,702
1,239,779
45,367
164,878
72,837
1,217,708
35,341
197,826
59,359
758,226
Results ($’000)
Group turnover
Profit from operations
- Healthcare
- Leisure
- Property
- Investment
- Unallocated expenses
Associates’ contribution
Fair values gains/(losses) on
investment properties
Profit before taxation
Profit attributable to equity holders
of the Company
Per share
Earnings (cents)
Dividend net (cents)
Dividend cover (times)
Statement of financial position
($’000)
Statistics
Return on equity (%)
Net tangible assets per share ($)
Debt/Equity (%)
Number of shareholders
Employees
Number of employees
(Full time and permanent)
Group turnover per employee ($’000)
Pre-tax profit# per employee ($’000)
11,718
11,717
11,944
11,982
12,088
480,795
369,590
435,098
452,320
306,348
(49,289) (35,229)
(44,365)
(47,696)
(28,230)
2,253,217 1,788,970 1,959,648 1,917,396 1,340,958
5.3
11.31
1.0
20,821
4.5
8.98
0.7
21,216
5.9
9.81
–
21,454
2.6
9.62
–
21,903
5.6
6.70
–
21,955
414
337
251
408
325
212
471
276
230
473
262
193
422
289
230
* Comparatives have been restated due to the retrospective adoption of Singapore Financial Reporting Standards 12 “Income Taxes”. The details are set out
in pages 62 and 63 of the Annual Report.
#
16
Exclude the fair value changes on investment properties
Earnings and Net Dividend per share
cents
90.0
80.0
70.0
60.0
50.0
40.0
30.0
20.0
10.0
0
2003
2004
2005
2006
2007
2008
2009
Earnings per share
2010
2011
2012
Net Dividend per share
Net Tangible Assets (“NTA”) per share
$
15.00
10.00
5.00
0
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
NTA per share
Haw Par Corporation Limited — annual report 2012
17
Operations review
healthcare.
leisure.
property & investments.
people & the community.
The official launch of Tiger Balm
in Myanmar in September 2012.
Increasing
importance
of social
media in the
marketing mix.
Our performance for 2012 showed
a healthy improvement over the
previous year despite facing many
challenges in some of the key
markets we compete in. The political
and economic crisis in many of
the countries in the Middle East
continued to hamper our business
while the weakening of the US
dollar and the Rupee against the
Singapore dollar also adversely
affected our sales. Additionally,
the cost of raw materials and
production, and other operating
costs continued to rise with the
price of fuel. In mitigating the
escalating cost, price adjustments
for our products were implemented
in several countries during the year.
We managed to achieve good
progress towards building our
business in selected emerging
18
markets. New distributors were
appointed in a number of new
markets. Capitalising on the
potential of the newly opened
Myanmar market, we launched
the Tiger Balm Ointment, Tiger
Balm Plasters and the Tiger Balm
Liniment in Myanmar. Brand
awareness for Tiger Balm was
high and the official launch event
in September was well received,
attended by over 600 retailers,
chemists and invited media.
Leveraging on our success with
the Tiger Balm Neck & Shoulder
Rub and Boost in Singapore, we
expanded this range to Germany and
Malaysia. We also introduced the
Tiger Balm Back Pain Patch in Hong
Kong. These line extensions serve
to widen the spectrum of appeal
of Tiger Balm to the consumers.
Distributors from 37 countries participated in the biennial Tiger Balm
International Marketing Conference held in Suzhou, China, in April 2012.
We continued to invest in effective
advertising and promotion
campaigns in all our markets to
protect and grow our market share.
In addition to these traditional
marketing tools, social media, an
increasingly powerful marketing
platform, was incorporated into a
number of our marketing campaigns,
when targeting a media savvy
audience, to further strengthen
our engagement with consumers.
In Malaysia, for instance, many
bloggers with strong following of
professionals and executives online
participated in the promotion of
the Tiger Balm Neck & Shoulder
Rub Boost during the launch.
Another instance of our success with
the social media is our Germany’s
Tiger Balm Team - Run to New
York and Run to Hawaii social
media campaigns. The facebook
voting contest to select 3 runners
in Germany to represent Tiger Balm
at the 2012 Honolulu Marathon in
Tiger Balm was a sponsor of Adidas — King of the Road, a
popular race event with a running route that highlights icons in
Singapore’s city area.
Hawaii attracted more than 1,000
creative entries from contestants,
generating an online buzz with
over 11 million views.
Our key success factor for Tiger
Balm’s growth strategy is gaining
consumer trials for our product.
Hence, in the United States, Tiger
Balm partnered with The Avon Walk
for Breast Cancer — a national series
of 39-mile weekend fundraising
events in which participants walk
26 miles on day 1, and then 13
miles on day 2. At the Avon Walk
events in San Francisco, Chicago,
and New York, Tiger Balm samples
were distributed at the end of the
long walks by massage therapists,
chiropractors, podiatrists, and
other medical professional to walk
participants who were in need of
pain relief. In Singapore, Tiger Balm
was a sponsor for the Yellow Ribbon
Run, Adidas — King of the Road,
Great Eastern Women’s Run and
the Standard Chartered Marathon
where Tiger Balm samples were
given out in goodie bags to over
100,000 runners.
It is envisaged that 2013 will
still present us with some of the
challenges that we faced in 2012.
Financial risks and liquidity will be
the key concern in some markets
for our distributors and their
retailers. We will have to manage
these risks carefully. We will, of
course, continue to introduce
the whole range of products into
our existing markets once their
registrations are completed. Our
going-forward strategy to improve
our business is to venture outside
of our topical analgesic segment
into other segments where Tiger
Balm has credence. One area we are
working on is towards developing
products that deliver wellbeing
benefits and launch them under
the Tiger Balm brand name or its
sub-brand Tiger Balm ACTIVE.
Left:
A potential customer
experiencing the Tiger
Balm back massage
at the Vitality
Show in the United
Kingdom.
Right:
The advertisement
of Tiger Balm Neck
& Shoulder Rub in
Germany.
Haw Par Corporation Limited — annual report 2012
19
Tiger Balm worldwide distribution
20
America
europe
Bahamas
Brazil
Canada
Jamaica
Mexico
Suriname
Trinidad &
Tobago
USA
Andorra
Austria
Belgium
Bosnia
Croatia
Denmark
Finland
France
Germany
Gibraltar
Greece
Hercegovina
Holland
Hungary
Ireland
Latvia
Liechtenstein
Lithuania
Luxembourg
Macedonia
Malta
Norway
Portugal
Serbia
Slovenia
Spain
Sweden
Switzerland
United
Kingdom
Manufacturing Facilities
m iddle east
africa
asia
Bahrain
Iran
Israel
Kuwait
Oman
Qatar
Saudi Arabia
UAE
Yemen
Kenya
Malawi
Mauritius
Seychelles
Brunei
Cambodia
China
Hong Kong
India
Indonesia
Japan
Laos
Macau
Malaysia
Myanmar
Nepal
Haw Par Corporation Limited — annual report 2012
a u stral as i a
Pakistan
Philippines
Singapore
South Korea
Sri Lanka
Taiwan
Thailand
Vietnam
Australia
New Caledonia
New Zealand
Papua New Guinea
21
Operations review
healthcare.
leisure.
property & investments.
people & the community.
Underwater World Singapore
celebrated the Year of the Water
Dragon with Singapore’s First
Underwater Dragon Dance.
Resilience is the
name of the
game while we
set our sight
on building a
basket of leisure
offerings in the
region.
Underwater World Singapore
Underwater World Singapore
(UWS) continued to face enormous
challenges on different fronts in
2012. A sluggish global economy
had its effects on the overall tourism
performance in Singapore. The
strong Singapore dollar coupled
with high hotel rates adversely
affected traditional tourist markets
that UWS serves. Sentosa, where
UWS is situated, was under pressure
from new and strengthening tourism
clusters in Singapore and Malaysia.
An aquarium newly opened at the
integrated resort in Sentosa since
late November also presented direct
competition to UWS.
Despite these turbulent market
conditions, the negative impact on
UWS’ bottom-line was less severe
22
than expected as it planned ahead
and took swift action to manage the
competition, increase productivity
and reduce operating cost. UWS
also continued to experience
growth in visitor numbers from
certain key markets.
To counter the competition from
new and existing key attractions,
UWS expanded its sales channels
through close collaborations with
trade partners to reach potential
visitors, while, at the same time,
sustained mindshare through
investment in advertising spend
and increased public relations
activities.
During the Chinese New Year in
2012, UWS transformed its iconic
One of Singapore’s Top 3 enrichment experiences, the
Living in the Ocean Sleepover programme at Underwater
World Singapore is an underwater night adventure
popular with local and overseas school groups.
Underwater Tunnel into an 83-metre
�Water Dragon’ to celebrate the
Year of the Water Dragon, a oncein-60-year occurrence based on
the lunar calendar. While in the
tunnel, visitors were treated to
Singapore’s first underwater dragon
dance performance by UWS divers
using a customised waterproof
dragon. The event captured media
attention and made headlines in
mainstream newspapers.
The unique pink dolphin, famous
for its �bubbly pink’ coat, and
the opportunities for swims and
interactions at the Dolphin Lagoon,
remained an important differentiator
for UWS. In March 2012, the pink
dolphins were featured in a popular
Chinese reality TV programme on
Singapore’s MediaCorp Channel 8.
In May 2012, UWS launched a
new display — the Zebra Horn
Shark for the mid-year school
holidays. A new addition to the
shark family at UWS, this fascinating
species of shark has beautiful body
bands across their body that share
similarity with Zebra’s stripes.
In conjunction with the new
exhibit, UWS introduced a host
of new activities such as marine
storytelling with eco-crafts lessons
using recycled materials and roving
magic acts, offering family fun for
visitors of all ages.
Toddlers from Cherie Hearts and students from Fernvale Primary School
learning about the Zebra Horn Shark, the new addition to the shark
family at Underwater World Singapore.
Upholding the tradition of bringing
Christmas joy to the guests, the
Divers at the UWS Curatorial
Department all suited up as Santas
and Santarinas, fed the sharks and
rays daily at the Tunnel during
the Christmas season. The annual
festive show continued to amaze
adults and children alike while
attracting media interest.
UWS’ continued strive to bring
the most unique experiences to its
guests bore fruit when its Living in
the Ocean Sleepover programme
was selected in October 2012
as one of the 3 finalists for the
2012 Singapore’s Best Enrichment
Experience Award. Organised by
the Singapore Tourism Board,
the Singapore Experience Award
is Singapore Tourism’s highest
accolade, recognising Singapore’s
most outstanding experiences.
Competition is expected to stay
fierce in 2013 with existing and
new players vying for a share of
the tourism pie. In the demanding
year ahead, UWS will intensify sales
and marketing efforts to engage
trade intermediaries in a bid to gain
mindshare and maintain market
share in group travel, as well as
to expand market reach through
developing new sales channels.
Haw Par Corporation Limited — annual report 2012
The Pink Dolphin with its Trainer at the
Dolphin Lagoon.
23
Launch of the �Jellyfish World’ at Underwater World Pattaya was
attended by VIPs from the Chonburi Province of Thailand and
garnered media attention.
First of its kind in Thailand, the state-of-the-art jellyfish
display at Underwater World Pattaya incorporates a
lights-and-sounds show.
Underwater World Pattaya
In 2012, Underwater World Pattaya
(UWP) focused on strengthening
the local visitorship and increasing
the market share for foreign tourists
on group tours from emerging
markets.
Concerted efforts and resources
deployed to develop new
exhibits together with intensive
participation in local trade shows
and visits to schools resulted in a
significant increase in local and
school visitorship. With continued
participation in overseas trade
fairs and trade visits to emerging
markets, UWP also saw a significant
rise in the visitor numbers from
these regions.
In collaboration with the Tourism
Authority of Thailand, UWP
participated in several national
and international roadshows to
increase awareness and to promote
ticket sales. Roadshows such as
the local “Amazing Thailand
Grand Sale Fair” in July 2012 and
the overseas “Amazing Thailand
Products Presentation 2012” in
Vietnam proved to be effective
platforms from which UWP was
able to reach out to local and
overseas visitors respectively.
24
Leveraging publicity to raise its
profile and reach, UWP continued
working with media producers
to feature the oceanarium. This
year, UWP was featured in a travel
programme broadcast on True
Vision, the most popular cable
network television in Thailand.
As part of the product renewal
to enhance visitors’ experience
and to boost attendance, UWP
launched three new exhibit zones:
The Jellyfish World, a state-of-theart jellyfish display incorporating
a lights-and-sounds show, a new
trail of the Oceanic Cave featuring
unique marine animals, and a new
contemporary gift shop, known
as the Crystal Palace, offering
unique glittery costume jewelleries
in between the goldfish exhibits.
The addition of new exhibits, in
particular the Jellyfish World —
the first of its kind in Thailand
— renewed the interest of the
locals in UWP and resulted in
more visitations.
The improvements of existing
tourist attractions and the opening
of new attractions in Pattaya, as
well as the direct competition from
other aquariums will continue
to be a threat to UWP. However,
with regular plans to offer new
innovative products and services,
the risks may be mitigated.
To stay ahead of the competition,
UWP will continue to invest
in product renewal to improve
visitors’ experience. Marketing
will continue to be the main focus
area next year as UWP strives
to maintain, if not increase, its
market share in the competitive
tourism industry.
Given the prime location of UWP
and the increasing popularity of
Pattaya City as one of the major
tourist destinations, the prospect
of UWP is deemed to be optimistic.
Operations review
healthcare.
leisure.
property & investments.
people & the community.
The Group’s investment property portfolio comprises
45,816 square metres of commercial and industrial
space in Singapore, Malaysia and Hong Kong.
Singapore
Haw Par Centre and Haw Par Glass
Tower are two office buildings
conveniently located in Clemenceau
Avenue with a total lettable area
of 13,567 square metres. Haw Par
Technocentre is a light industrial
building located in Commonwealth
Drive with a total lettable area
of 15,700 square metres. The
properties in Singapore achieved
nearly 100% occupancy.
Malaysia
Menara Haw Par, a freehold
commercial building located in
Kuala Lumpur’s Golden Triangle
along Jalan Sultan Ismail, has a net
lettable area of 16,074 square metres.
Amid the persistent over-supply
of office space in Kuala Lumpur,
the building’s occupancy averaged
at 82% during the year. With the
addition of a 1,294 square-metre
plot of land adjacent to Menara Haw
Par which will create an improved
frontage to the property in 2013,
the building is envisaged to appeal
to more prospective tenants.
Hong Kong
Our properties performed at a level
similar to the previous year and
the overall commitment levels for
our properties in 2013 are healthy.
The property segments in which
we operate continue to face oversupply amid general economic
uncertainty that still looms large.
Nevertheless, any potential adverse
impact on the performance of our
properties will in some way be
mitigated by their good locations
and management’s resilience against
tenancy fluctuations.
the guidance of the Investment
Committee. These investments
have provided the Group with a
stable source of recurring dividend
income and financial strength
over the years.
Three office/industrial units at
Westlands Centre, Quarry Bay,
which provide a lettable area of 475
square metres, were fully leased.
INVESTMENTS
The group has substantial
investments in various securities
that are actively managed under
The key investments in the Group include:
Investment
Portfolio Profile
No. of Shares
2012
2011
Gross
Fair Value
Investment Income
2012
2011
2012
2011
$’000
$’000
$’000
$’000
Quoted Equity Securities
United Overseas Bank Limited
67,952,169 67,952,169
1,346,132
1,037,630
40,771
46,649
UOL Group Limited
41,428,805 41,428,805
247,330
165,715
6,214
6,214
United Industrial Corporation Limited
67,558,000 67,558,000
192,540
181,731
2,027
2,027
Haw Par Corporation Limited — annual report 2012
25
Operations review
healthcare.
leisure.
property & investments.
people & the community.
Underwater World Singapore treated
the elderly to a �brunch with the fishes’
at the Tunnel in celebration of the
International Women’s Day.
Community
We believe that
one should have
compassion
for the
underprivileged
and give back to
the community
of which one is
a part.
26
I n l i n e w i t h t h e G r o u p ’s
commitment to corporate social
responsibility, we have made
contributions to charitable
organisations and educational
concerns. Some of these included
t h e S i n g a p o r e P r e s i d e n t ’s
Challenge 2012, the Lee Kuan
Yew Fund for Bilingualism, the
Singapore’s Heritage Society, and
the Science Centre’s Singapore
Time Capsule Project.
Haw Par Healthcare (HPH)
continues supporting the “Gift
from the Heart”, a caring labour
movement initiated by the
National Trades Union Congress
of Singapore (NTUC) that brings
relief to low income union workers
and their families. By giving
the landscaping maintenance
contract to The Helping Hands, a
halfway house in Singapore that
helps ex-offenders reintegrate
into society, Underwater World
Singapore (UWS) provided work
opportunities to those in need
of a second chance in life.
HPH offered product sponsorships
from its Tiger Balm range to
various causes in 2012 that
included nursing homes caring
for underprivileged elderly and
aged sick in Singapore such as
the Lions Home for the Elders,
the Evergreen Home and St
Theresa’s Home. These gifts
certainly help relieved the aches
and pains of the residents and
enhancing their wellbeing.
One of the paintings drawn �underwater’ at the
Tunnel in Underwater World Singapore by a
student from Assumption Pathway School to raise
funds for a charity.
To play a role in building a
compassionate society, HPH
also supported various students’
initiatives to help the less fortunate.
The Project I.Can organised by the
Red Cross Chapter at the Singapore
Management University is one
of the examples in which Tiger
Balm products were distributed
by the university students along
with other necessities to needy
families.
Promoting healthy lifestyles has
always been a priority for HPH.
In 2012, HPH encouraged active
living through its endorsement
of numerous mass runs and sport
events in many markets such as
Germany, Singapore, Hong Kong,
India and the United States.
Events supported by HPH ranged
from small community events to
international marathons with tens
of thousands of participants. The
Avon Walk for Breast Cancer — a
2-day walk that was held in San
Francisco, Chicago and New York
to raise awareness about breast
cancer was one of the events
supported by HPH in 2012.
Furthermore, to encourage the
spirit of sports, HPH supported
Dipna Lim-Prasad, the Singapore
Participants at the Finish line for the AVON Walk for Breast Cancer
held in New York, the United States.
Olympic sprinter, on her maiden
Olympics with Tiger Balm products
she needed for her training and
preparation for the London
Olympics 2012.
In March 2012, UWS supported
two meaningful causes, offering
the gift of happiness to the
elderly and the hospice patients.
In support of the International
Women’s Day, UWS hosted elderly
from 3 senior activity centres
to a unique brunch experience
at its oceanarium. The elderly
enjoyed a special �brunch with
the sharks’ on the 83-metre long
travellator as they passed through
the iconic underwater tunnel.
In addition, roses were given to
the elderly women as a mark of
respect and appreciation for the
contributions of women to the
family and the society.
UWS hosted a number of charity
visits and events in 2012, including
a unique fundraising event by
the students of The Assumption
Pathway School (APS) named
the SCUBA challenge or “Saving
and Conserving the Underwater
Biodiversity through Arts”. The
challenge for the students was to
create underwater paintings in
the UWS tunnel and to sell these
paintings to raise funds for a local
conservation group. In October
2012, 10 students from different
races dived into the UWS tunnel
and sketched various scenes
and marine animals they saw
in the tunnel. Funds raised from
the sales of the paintings were
donated to the Raffles Museum
of Biodiversity Research at the
National University of Singapore.
More than 30 HCA Hospice
patients with life-limiting
conditions, including end-stage
cancer, were hosted at UWS for
a once-in-a-lifetime experience.
Their visit allowed UWS to offer
them comfort, happiness and
hope through interacting with
the adorable pink dolphins and
fur seals.
Haw Par Corporation Limited — annual report 2012
27
Student journalists from Fernvale
Primary School interviewing Curator
Anthony Chang at the launch of the
Zebra Horn Shark exhibit in Underwater
World Singapore.
Environment
The Group maintained its support
for the conservation of tigers in
several countries. According to
the World Wildlife Fund (WWF),
97% of wild tigers were lost in just
over a century and as few as 3,200
exist in the wild today. To raise
awareness on the importance of
wildlife conservation and to support
conservation education, the Group
continued with its sponsorship
of the Malayan Tiger Exhibit at
the Night Safari and the Leopard
Exhibit at the Singapore Zoo.
Haw Par is a sponsor of the Malayan
Tiger exhibit at the Night Safari in
Singapore since 1995.
As part of the efforts towards
marine conservation, Underwater
World Singapore (UWS) and
Underwater World Pattaya (UWP)
held a series of activities with
the aim to promote awareness,
understanding and appreciation
of the urgent need to conserve
marine biodiversity and to protect
our oceans and the Earth.
In May 2012, UWP collaborated
with Dive Tribe — an environmental
organisation in Pattaya and
Mermaid Kat — former Miss
Germany and a free diver to educate
the public about the dangers of
28
marine debris. Mermaid Kat, in
a mermaid costume, dived into
the UWP’s tunnel without scuba
equipment, while her partner
diver from Dive Tribe unfurled
the conservation message — “Stop
the Pollution”. The goal was to
inspire children and adults alike
to appreciate the beauty of the
ocean’s realm and to play a role
in protecting this fragile planet.
In August 2012, UWP joined hands
again with Dive Tribe and Mermaid
Kat for a “Swim for Sharks” event
in which Mermaid Kat and her
sister mermaids — fellow free divers
dived into the UWP Tunnel to
swim with the sharks and interact
with the visitors while calling for
the conservation of sharks.
The visitors were fascinated by the
appearance of graceful mermaids
at UWP and both events were
widely reported in the global
media.
UWS has been successful in
breeding 5 species of sharks:
Bamboo Shark, Black-tip Reef Shark,
White-tip Reef Shark, Nurse Shark
Left:
To raise awareness on shark
conservation, Underwater
World Pattaya collaborated
with Dive Tribe to organise the
Swim for Sharks event.
Right:
A baby White-tip Reef shark
nicknamed Sharline born at
Underwater World Singapore
in December 2012 with the
diver who discovered her.
and Leopard Shark. Among the
shark births in 2012, the arrival
of a baby female White-tip Reef
Shark just before Christmas was
particularly memorable. The baby
shark was nicknamed “Sharline”
and was featured in The Straits
Times, Singapore’s main English
language newspaper. Displayed in
its own protected rocky pool during
the festive season, Baby Sharline
attracted visitors’ attention.
Both UWS and UWP continued to
redefine the classroom through their
range of edutainment programmes
that engage students at a whole new
level. At the launch of the Zebra
Horn Shark exhibit in May 2012,
UWS invited student journalists
from Fernvale Primary School to
deepen their understanding about
sharks and marine conservation
through an interview with the
UWS Curator. In 2012, UWP
installed multimedia tablets at
its underwater tunnel, offering
information on its aquatic animals
in a fully interactive manner.
In October 2012, UWS’ Living in
the Ocean Sleepover programme
was selected by the Singapore
Tourism Board as one of the
top 3 enrichment experiences
in Singapore for its unique
programming that enables children
and adults alike to reconnect
with nature and to appreciate the
importance of marine conservation.
Under the collaboration between
UWS and the Singapore Science
Centre, the Sleepover programme
was offered to families as one of
the Open House programmes for
the Singapore Science Festival in
August 2012. Participants toured
the aquarium at night, conducted
scientific experiments and slept
under a blanket of marine fishes
and sharks at the UWS tunnel.
the Bachelor of Environmental
Studies of National University of
Singapore visited UWS for a study
trip. The delegation exchanged
views with the UWS team on
aquarium management.
In 2012, UWS in the continuation
of its pledge to support the Earth
Hour did its part by switching off
the lights on the facades during
Earth Hour, 8.30pm to 9.30pm
on 31 March 2012. To align
with this year’s theme — “Earth
Hour – Uniting People to Protect
the Planet”, UWS incorporated
the Earth Hour’s conservation
message in all its commentaries,
calling for visitors to “Reduce,
Reuse, Recycle”.
UWS also hosted several educational
visits to promote conservation
education. In July 2012, UWS
welcomed some 500 students
who came from around the world
to compete in the International
Biology Olympiad 2012. The
students were treated to a behindthe-scene tour that introduced
them to the science of animal care.
In October 2012, the academic
professors and students from
Haw Par Corporation Limited — annual report 2012
29
Financial Review
Segment Profits Before Interest Expense and Tax
($ million)
Group
revenue at
$139.3 million
was 5%
higher than
2011, with
Healthcare
division
reporting a
13% growth
in revenue.
60.0
55.8
50.0
48.8
40.0
30.0
20.0
17.2
15.6
11.9
10.7*
12.9
13.1
10.0
0
Healthcare
Leisure
Property
2011
Investments
2012
* Exclude the impairment of Chengdu Oceanarium
Overview
Group revenue at $139.3 million
was 5% higher than 2011, with
Healthcare division reporting a
13% growth in revenue. Group
earnings increased by 50% to
$120.0 million mainly due to
exceptional gains from associated
companies and higher valuation
gains of investment properties.
The impairment of our Chengdu
Oceanarium also resulted in lower
earnings last year. Excluding the
valuation gains and the one-off
impairment loss last year, earnings
would have been 4% higher than
2011, attributable to higher profits
from operations and associated
companies, which were offset by
lower investment income received
during the financial year.
30
With higher earnings registered
for the year, earnings per share
increased to 60.6 cents (2011:
40.3 cents). Net tangible assets
per share increased to $11.31
(2011: $8.98) due to higher market
valuations of available-for-sale
financial assets.
Return on Assets Employed
%
20.0
16.7
17.4
17.2
15.0
13.0*
10.0
7.2
5.8
5.0
0
6.6
4.3
Group
3.7
Healthcare
Leisure
Property
2011
3.0
Investments
2012
* Exclude the impairment of Chengdu Oceanarium
Return on Assets
Employed
The Group applies a Return of
Assets Employed (“ROA”) measure
to evaluate the performance of
its business operations. The ROA
measures profitability of assets
utilised by the various operations.
In 2012, ROA increased from 4.3%
to 5.8%, mainly due to higher
earnings. ROA of healthcare
division improved from 16.7% to
17.4%, a result of higher profits.
The higher ROA of Leisure division
of 17.2% (2011: 13.0%) is mainly
due to higher operating loss of
Chengdu Oceanarium last year.
ROA of Property division at 6.6%
(2011: 7.2%) dipped slightly due
to lower profits and an increase in
valuation of assets. The decline in
ROA of the investment division
from 3.7% to 3.0% is in tandem
with the lower income and larger
asset base due to higher market
valuations.
Haw Par Corporation Limited — annual report 2012
31
Financial Review
Healthcare Sales by Region
($ million)
Visitorship of Aquariums
�000
60.0
57.0
2,000
1,800
50.0
46.1
1,600
1,712
1,478
1,400
40.0
1,200
1,000
30.0
800
20.0
600
14.8 14.7
11.0
10.0
10.1
9.5 10.2
400
200
0
America
Europe
Middle East
2011
Asia
0
2012
2011
2012
Segmental
Performance
Healthcare
Healthcare division achieved a
13% growth in sales from $81.4
million to $92.0 million with a
strong boost in sales in the Asia
region. Operating profits were
10% above 2011 at $17.2 million.
32
Leisure
The number of visitors to the
aquariums declined by 14% with
lower visitorship at Underwater
World Singapore (�UWS’) due
to a weak tourism sentiment
with high Singapore dollars and
hotel rates. Underwater World
Pattaya (�UWP�) continued to
enjoy increase in visitorship
compared to last year with the
launch of a new jelly fish exhibit
during the year. Excluding last
year’s impairment of Chengdu
Oceanarium, operating profits
were 10% higher than 2011 at
$11.9 million.
Property
(Building Occupancy Rates)
Investments
(Cost vs Fair Value)
($ million)
%
100
96.497.5
2,000
85.3
80
1,815.8
1,800
1,600
74.7
1,421.7
1,400
60
1,200
1,000
40
800
600
20
522.7
513.5
400
200
0
Singapore
Properties
0
Others
2011
2012
Property
The occupancy rates achieved
during the year have been rather
stable, except for tenancy in our
Malaysia property. Although rental
revenue of Property division
increased by 2% to $17.1 million,
profitability was slightly lower by
2% to $12.9 million. The division
also recorded a fair value gain of
investment properties of $23.5
million (2011: $97,000 loss).
Haw Par Corporation Limited — annual report 2012
2011
Cost
2012
Fair Value
Investments
Investment income decreased
by 13% from 2011 due to lower
dividends received from our
investment portfolio.
The Group’s investment portfolio
enjoyed a healthy valuation
surplus of $1,302.3 million.
33
Financial Review
Shareholders’ funds
($ million)
The Group
ended the
financial year
with net cash
balances
of $151.1
million, after
dividend
payments
of $39.6
million.
3,000
2,500
2,000
2,253.2
1,789.0
1,500
1,000
500
0
2011
34
2012
Financial Position
Dividends
Shareholders’ funds increased by
26% to $2,253.2 million mainly
due to the higher market valuation
from fair valuation of Group’s
available-for-sale financial assets.
In view of the healthy cash flow,
a second & final dividend of 14
cents per share is being proposed
at the coming Annual General
Meeting.
The Group ended the financial
year with net cash balances of
$151.1 million, after dividend
payments of $39.6 million. Cash
generated by operating activities
was a healthy $89.3 million and
this is higher than $58.0 million
in 2011 as part of the dividend
income were non-cash and scrip
shares were obtained in lieu of
dividends last year.
A bonus issue is being proposed
at the coming Annual General
Meeting on the basis of 1 Bonus
Share for every 10 existing ordinary
shares held.
Share Price & Trading Volume
Trading Volume
�000
Share Price
($)
22,000
8.00
20,000
7.00
18,000
6.00
16,000
14,000
5.00
12,000
4.00
10,000
3.00
8,000
6,000
2.00
4,000
1.00
2,000
0
2008
2009
2010
2011
2012
Trading Volume
Share Price ($)
Last done
High
Low
Per share
Earnings (cents) (restated)
Dividend net (cents)
Dividend cover (times) (restated)
Net tangible assets ($) (restated)
Haw Par Corporation Limited — annual report 2012
0
Share Price
2012
2011
2010
2009
2008
6.72
6.90
5.26
5.27
6.36
5.05
6.13
6.35
5.50
5.81
6.00
3.27
3.81
7.61
2.81
60.6
20.0
3.0
11.31
40.3
20.0
2.0
8.98
58.2
20.0
2.9
9.81
25.6
20.0
1.3
9.62
38.1
20.0
1.9
6.70
35
Financial Calendar
Date
Event
15 May 2012
Announcement of 2012 1st quarter results
8 August 2012
Announcement of 2012 2nd quarter results
12 September 2012
Payment of 2012 first and interim dividend
9 November 2012
Announcement of 2012 3rd quarter results
27 February 2013
Announcement of 2012 full-year results
3 April 2013
Announcement of Notice of Annual General Meeting/
Despatch of 2012 Annual Report in CD-Rom
10 April 2013
Despatch of printed copy of 2012 Annual Report (on request)
24 April 2013
44th Annual General Meeting
27 May 2013
Proposed books closure date for dividend entitlement & bonus issue
5 June 2013
Proposed payment of 2012 second and final dividend
36
Corporate Governance
Haw Par Corporation Limited is committed to uphold good corporate governance practices in line with
the principles and guidelines of the Code of Corporate Governance (the “Code”). The following describes
the Group’s corporate governance practices and structures that were in place during the financial year
ended 31 December 2012 (FY 2012).
BOARD MATTERS
Board’s Conduct of its Affairs
The principal responsibilities of the Board include:
•
•
•
•
•
approving strategic plans and annual budgets;
approving major funding, investment and divestment proposals;
ensuring that management establishes and maintains a sound system of internal controls, risk
management, financial reporting and statutory compliance in order to safeguard shareholders’
interests and Group’s assets;
reviewing the performance of management in attaining agreed goals and objectives; and
approving the announcement of financial results and declaring dividends.
All Board members bring their independent judgement, diversified knowledge and experience to bear
on issues of strategy, performance, resources and standards of conduct.
The Board meets at least four times a year to review performance and business strategy of the Group.
Meetings are scheduled in advance. Ad-hoc meetings can be called when there are important and
urgent matters requiring the Board’s consideration and Board approval in writing is sometimes needed
in between scheduled meetings.
The Group has adopted internal guidelines, which set out specific matters requiring Board approval. These
written guidelines also include financial and non-financial limits of authority given to management to
facilitate operational efficiency. These guidelines require Board approval for material transactions such
as joint ventures, mergers and acquisition, adoption of Group risk management policy etc.
The Board has delegated specific responsibilities to four Board Committees, which are the Audit,
Nominating, Remuneration and Investment Committees.
Haw Par Corporation Limited — annual report 2012
37
Corporate Governance
The Board held four meetings during the year. Directors can attend Board meetings and Board Committee
meetings by telephone conference if they are unable to attend in person. The attendance of Directors at
Board and Board Committee meetings held in the financial year ended 31 December 2012 (“FY2012”)
was as follows:
Table 1:
Number of meetings attended in FY2012
Name
Main
Audit
Nominating Remuneration Investment
Board Committee Committee Committee Committee
4 (2)
N/A
1
1
6
Wee Ee Lim (1)
(Executive/non-independent)
4
4
N/A
1
6
Sat Pal Khattar
(Non-executive/Independent)
4
N/A
1 (2)
1 (2)
N/A
Reggie Thein
(Non-executive/Independent)
2
2 (2)
N/A
N/A
N/A
Hwang Soo Jin
(Non-executive/Independent)
4
4
N/A
1
N/A
Lee Suan Yew
(Non-executive/Independent)
4
4
1
N/A
N/A
Wee Ee-chao
(Non-executive/non-independent)
4
N/A
N/A
N/A
N/A
Chew Kia Ngee
(Non-executive/Independent)
4
3
N/A
N/A
N/A
Peter Sim Swee Yam
(Non-executive/Independent)
4
N/A
N/A
N/A
N/A
Chng Hwee Hong (3)
(Executive/non-independent)
0
N/A
N/A
N/A
0
Han Ah Kuan
(Executive/non-independent)
4
N/A
N/A
N/A
6
Number of meetings held
in FY2012
4
4
1
1
6
Wee Cho Yaw
(Non-executive/non-independent)
Notes:
(1)
(2)
(3)
Mr Wee Ee Lim was in attendance to provide Management’s perspective at the meetings of the Audit and Remuneration Committees although
he is not a member of either Board Committee.
Denotes Chairman of the Board/Board Committee
Mr Chng Hwee Hong retired from the Board on 25 April 2012.
Directors are appointed by way of formal letters of appointment which set out their duties and obligations.
The Company has an orientation program for newly appointed Directors to be briefed on their duties and
responsibilities. The program includes training, where required, and also meetings with key personnel
for directors to understand the Group’s businesses, governance practices, strategic plans and objectives.
Site visits are conducted as needed. The Company arranges and funds training of Directors, if needed.
38
Board Composition
The Board considers its present size of ten directors appropriate for the current scope and nature of the
Group’s operations. The Nominating Committee (“NC”) has reviewed the composition of the present
Board and is satisfied that the directors, as a group, possess core competencies in accounting, finance,
management experience and necessary industry knowledge.
Key information on the Directors, including their date of first appointment, date of last re-appointment
and other directorships and principal commitments, can be found on pages 6 to 9 of this Annual Report.
The NC, having regard to the Code’s guidance for assessing independence, has determined that six of
the Non-Executive Directors, namely Mr Sat Pal Khattar, Dr Lee Suan Yew, Mr Hwang Soo Jin, Mr Reggie
Thein, Dr Chew Kia Ngee and Mr Peter Sim are independent in character and judgement, as indicated
in Table 1 above. There are no relationships or circumstances which are likely to affect, or could appear
to affect, such Non-Executive Directors’ judgements. Although four of the directors, namely Mr Sat
Pal Khattar, Dr Lee Suan Yew, Mr Hwang Soo Jin and Mr Reggie Thein have served as Non-Executive
Directors for more than nine years each, the NC is of the view that their performance, in spite of their
tenure of service, has not diminished their objectivity in their discharge of their duties and they can
continue to be designated as independent directors.
The Board will continue to look for new members to its Board who can serve the Board as older members
step down.
Chairman and Chief Executive Officer
There is a clear division of the role and responsibilities between the non-executive Chairman of the Board
(“Chairman”) and the Chief Executive Officer (“CEO”), who is the son of the Chairman. The Chairman’s
principal role is to lead and guide the Board while the CEO executes the strategic directions set by the
Board and is responsible for the Group’s day-to-day operations. Although the Chairman and CEO are
related, the Board is of the opinion that it is not necessary to appoint a lead independent director as
shareholders may approach any independent director for assistance through the Company Secretary.
Nominating Committee
The NC comprises three members, namely, Mr Sat Pal Khattar, Dr Wee Cho Yaw and Dr Lee Suan Yew.
The majority of the NC, including the chairman of the NC, Mr Sat Pal Khattar, are independent Directors.
The principal responsibilities of the NC are to:
• Appoint and reappoint Directors and key executives, including the CEO;
• Review the composition of the Board and its Board Committees;
• Perform succession planning;
• Assess the independence of Directors;
• Evaluate the performance of the Board and Board Committees; and
• Review training and professional development programs for Directors.
Each year, the NC reviews the composition of the Board as part of its succession planning. The NC assesses
potential candidates, taking into account the existing board composition, the candidate’s background,
qualification, experience, time commitment and his / her ability to contribute to the Board’s collective
skills, knowledge and experience.
Haw Par Corporation Limited — annual report 2012
39
Corporate Governance
The NC makes annual recommendations to the Board on the re-appointment of Directors having regard
to their contributions and performance on a qualitative basis. Each year, one-third of the Board retires
from office by rotation and may submit themselves for re-election. Directors who are above the age of
70 are subject to annual re-appointment at the AGM.
Board Performance
The NC evaluated and assessed the effectiveness of the Board’s performance as a whole taking into
consideration, amongst other things, the Board’s discharge of its principal responsibilities, earnings of
the Group, return on equity and the share price performance of the Company over a five year period.
The NC is of the opinion that the Board as a whole had performed well during the year.
The NC evaluated and reviewed the performance of the Board Committees (except the NC itself). It is
satisfied with the frequency, contents of each meeting and as disclosed in this Annual Report.
The Chairman of the Board and the Chairman of the NC evaluated the collective performance, commitment
and contribution of all Directors on a qualitative basis. They also reviewed the contribution of the
Executive Directors, and are of the view that the performance of each of them has been satisfactory.
In its review of Directors’ ability to commit the necessary hours to the Company’s affairs, the NC
considered whether or not a limit on the number of other listed boards Directors could sit on was
necessary. The NC decided that it was not necessary to prescribe a limit of the number of other boards
that Directors of the Company sit on as the NC believed that the Directors can effectively handle their
responsibilities.
Access to Information
Directors have unfettered access to complete and timely information on the Group’s financials and
operations. Adequate information is provided to Directors to enable them to make informed decisions.
Matters requiring Board’s decision are sent to Directors at least five working days prior to Board meetings.
Board meetings for each year are scheduled at least three months in advance with urgent Board meetings,
if needed, at least five days in advance. The Board is also provided with opportunities to meet with
managers and heads of divisions to deepen its understanding of the businesses.
Directors have separate, independent and unrestricted access to the Company Secretary for assistance.
The Company Secretary ensures that board procedures are followed and the rules and regulations
applicable to the Board are complied with. Directors may take independent professional advice, if
necessary and with the approval of the Chairman, at the Company’s expense to carry out their duties.
Under the Articles of Association of the Company, the decision to appoint or remove the Company
Secretary rests with the Board as a whole.
40
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
The Remuneration Committee (“RC”) comprises three members, namely Mr Sat Pal Khattar, Dr Wee
Cho Yaw and Mr Hwang Soo Jin. The majority of the RC, including the chairman of the RC, Mr Sat Pal
Khattar, are independent Directors. The RC is supported by Group Human Resource and/or external
consultants if needed.
The principal responsibilities of the RC are:
a) to recommend to the Board a general framework of remuneration for Directors and key executives;
b) to recommend to the Board the remuneration of Directors;
c) to review the remuneration packages for key executives; and
d) to administer the Company’s share option scheme.
During the year, the RC reviewed the amount of Directors’ fees to be paid to the Non-Executive Directors.
It also assessed the performance and determined the bonus and salary components for the Executive
Directors and reviewed the remuneration packages for key executives and share options to eligible staff
and the terms thereof.
The RC has reviewed the Group’s obligations arising in the event of termination of the Executive
Directors’ and key executives’ service contracts, to ensure that such service contracts contain fair and
reasonable termination clauses which are not overly generous.
Level and Mix of Remuneration
The RC takes into consideration current industry norms on compensation and adopts a remuneration
policy in line with industry practices. None of the Non-Executive Directors have any service contract
or consultancy agreement with the Company. Non-Executive Directors, including the Chairman of
the Board, are paid directors’ fees which comprise a basic fee and additional fees for serving on Board
Committees. The RC recommends Directors’ fees to the Board for endorsement prior to submission to
shareholders for approval at each annual general meeting. The Company’s share option scheme allows
for grants of share options to Non-Executive Directors although to-date, the Non-Executive Directors
have not been granted any share options to-date.
The Group remunerates its employees at competitive and appropriate levels, commensurate with their
performance and contributions. The remuneration framework comprises fixed and variable compensation,
provident fund and other long-term incentives. A variable bonus scheme is in place that determines the
bonus pool to be appropriated from each year’s earnings for employees of the Group. The scheme has
a good balance of both current year earnings and long-term sustainability / growth of the respective
businesses.
In the annual review of remuneration of the CEO and Executive Directors, the RC takes into consideration
performance of the individuals and comparative remuneration of similarly placed persons in the market.
The performance-related elements of the remuneration are designed to align interests of Executive
Directors with shareholders generally. The performance criteria include achievement of financial
objectives using financial indicators like profitability and return of assets over a period of time. Their
remuneration packages include a variable bonus element, which is performance based and these are
reviewed annually by the RC. Share options are granted to the Executive Directors and eligible key
executives which can only be exercised after the relevant vesting period. More information on the Haw
Par Corporation Group 2002 Share Option Scheme can be found in the Directors’ Report and Note 27(b)
to the financial statements.
Haw Par Corporation Limited — annual report 2012
41
Corporate Governance
Disclosure of Remuneration
The details of the remuneration of each individual Director for FY 2012 are as follows:
Table 2:
Directors’
Fees
Base or
fixed
salary
Variable
bonus
Benefitin-kind
and
others
%
%
%
%
–
58
34
–
56
Wee Cho Yaw
100
Sat Pal Khattar
Name
Share
options
Total granted
%
No. of
shares
8
100
–
29
15
100
48,000
–
–
–
100
–
100
–
–
–
100
–
Reggie Thein
100
–
–
–
100
–
Hwang Soo Jin
100
–
–
–
100
–
Lee Suan Yew
100
–
–
–
100
–
Chew Kia Ngee
100
–
–
–
100
–
Peter Sim Swee Yam
100
–
–
–
100
–
Wee Ee-chao
100
–
–
–
100
–
Chng Hwee Hong (1)
–
81
–
19
100
36,000
$1,000,001 to $1,200,000
Wee Ee Lim
$400,001 to $600,000
Han Ah Kuan
Below $200,000
Note:
(1)
Mr Chng Hwee Hong retired from the Board on 25 April 2012.
Remuneration of Key Executives
The remuneration of each of the top five executives of the Group (who are not Directors) falls within the
range of S$200,001 to S$400,000. The total remuneration paid to these top five executives is between
$1,200,000 and 1,400,000.
Disclosures are not made in exact amounts and identities of key executives are not made due to
confidentiality reasons.
There is no employee (other than the CEO) who is an immediate family member of a Director or the
CEO. A relative of the CEO, Mr Kelvin Whang, who is the General Manager of Underwater World Pattaya
was paid an annual remuneration of between $150,000 to $300,000.
42
ACCOUNTABILITY AND AUDIT
Audit Committee (“AC”)
The AC comprises four members, namely, Mr Reggie Thein, Mr Hwang Soo Jin, Dr Lee Suan Yew and
Dr Chew Kia Ngee, all of whom are independent non-executive Directors. The chairman of the AC,
Mr Reggie Thein and one other AC member, Dr Chew Kia Ngee, are senior accountants with over 40
years’ experience in the profession while the rest of the members have substantial business experience.
The principal responsibilities of the AC are:
• review and approve the audit plans of the internal and external auditors;
• consider the auditors’ evaluation of the system of internal controls;
• recommend the appointment, re-appointment and removal of external auditors and approve the
compensation of the external auditors;
• review annually the independence and objectivity of the external auditors, the cost effectiveness
of the audit, and the nature and extent of non-audit services;
• review and ensure adequacy, independence, effectiveness and objectivity of the internal audit
function;
• review the Group’s quarterly and full year results and annual financial statements for approval by
the Board, and the appropriateness and consistency of accounting principles and policies adopted
across the Group, including significant financial reporting issues and judgements;
• review the adequacy and effectiveness of the Company’s system of internal controls, addressing
financial, operational and compliance risks and risk management processes;
• review interested person transactions; and
• review whistle-blowing reports.
The AC has full authority to investigate any matter on issues of internal controls, suspected fraud or
irregularity. It has full access to and cooperation of the management and full discretion to invite any
staff to attend its meetings. The AC adopts key principles from “Guidebook for Audit Committee in
Singapore”, issued by the Audit Committee Guidance Committee in Singapore in 2008.
During the year, the AC held four meetings. It met the external and internal auditors separately in the
absence of management.
In the review of non-audit services, the AC was satisfied that non-material possible conflicts would not
affect the independence of the external auditors. The AC has confirmed that it has complied with Rule
712 and Rule 715/716 which set out the requirements on suitability of auditor. The AC has recommended
to the Board to re-appoint PricewaterhouseCoopers LLP as auditors for financial year 2013. The aggregate
amount of fees paid to PricewaterhouseCoopers LLP for FY2012 and the breakdown of fees paid in total
for audit and non-audit services were $376,000 and $163,000 respectively.
The AC members are continuously updated on changes to accounting standards and issues which have
a direct impact on financial statements and relevant legislation and accounting-related matters.
Whistle Blowing Policy
The Company has a whistle-blowing policy and process for employees to report to the AC Committee
any improprieties or suspected wrong-doing by the management or staff without fear of reprisal. All
reports received are accorded confidentiality and independently investigated by the whistle blowing
unit comprising the Group Human Resource Manager and Group Internal Audit Manager. Details of
the whistle blowing policy are posted in the Company’s intranet for staff reference and new employees
are briefed on this policy during their orientation.
Haw Par Corporation Limited — annual report 2012
43
Corporate Governance
Internal Audit
The Company has an internal audit (“IA”) department which is staffed with professionally qualified
personnel. The Group Internal Audit Manager reports to the Chairman of the AC on audit matters
and to the CEO on administrative matters. The appointment and removal of the Group Internal Audit
Manager rest with the Chairman of the AC.
The IA follows the Standards for the Professional Practice of Internal Auditing set by the Institute of
Internal Auditors. IA adopts strict procedures in reporting its audit findings to the management and AC.
The role of IA is to render support to the AC in ensuring that the Group maintains a sound system of
internal controls by performing regular monitoring and testing of key controls and procedures, reviewing
all operational and financial activities and undertaking investigations as requested by AC.
The IA submits its internal audit plan to the AC for approval at the beginning of each year. Internal audit
reviews are carried out on all significant business units in the Group and a summary of findings and
recommendations is discussed during each AC meeting. The IA has unfettered access to the AC and to
all documents, reports, properties and personnel for the purposes of its audit. The AC is of the view that
the internal audit function is adequately resourced and has appropriate standing within the Company.
Risk Management and Internal Controls
The Group has established a formal risk management framework across the entire organisation to
provide a structured approach for managing risks. The framework enables management to have a formal
structure and a standardised process in risk management reporting. The framework is designed to be
aligned with the Group’s strategic, operational, reporting and compliance objectives.
Major operational risks such as competition, manufacturing capability, regulatory compliance and
business interruption are managed by leveraging on the Group’s experience and knowledge of local
market conditions, taking out appropriate insurance coverage, and having effective business continuity
plans. Financial risks are mitigated by using appropriate hedging instruments when necessary and
actively managing foreign exchange and credit exposures. Further details on managing financial risks
are disclosed in Note 28 on Page 99 of the Annual Report.
The Risk Management Committee, chaired by the CEO and comprising four other senior key executives
(including one Executive Director and the Chief Financial Officer), oversees various aspects of control
and risk management policies and processes of the Group. It reviews risk management parameters across
the Group and reports to the AC on its findings and actions taken to address the key risks identified. It
considers risk identification and its impact on the Group. Risks are analysed and assessed in terms of
risk impact and risk likelihood. Management evaluates the options and controls needed to deal with
identified risks, depending on the risk impact, likelihood and related costs and benefits. Key risks are
agreed with the Board and testing performed to ensure controls are in place.
Based on work performed by the internal and external auditors and reviews undertaken by the Risk
Management Committee and the AC, the Board, with the concurrence of the AC, is reasonably satisfied
that the internal controls addressing financial, operational, compliance risks and risk management
processes are generally adequate for the Group as at 31 December 2012.
The Group’s internal controls and risk management systems provide reasonable, but not absolute,
assurance that the Group will not be adversely affected by any reasonably foreseeable event. The Board
recognises that no system of internal controls and risk management can provide absolute assurances.
44
Shareholders Matters
Communication of relevant announcements of the Group is generally made through annual reports,
press releases, SGXNET announcements and its corporate website at www.hawpar.com. The Company’s
Annual Report in CD-ROM is sent to all shareholders. Its printed Annual Report is available on request
and accessible on the Group’s website.
A dedicated communication channel is available through Investor Relations Department and its contact
details can be found on page 10 of the Annual Report as well as via email at [email protected].
When matters requiring shareholders’ meetings are to be held, notices are published in the newspapers
and reports or circulars are sent in a timely manner to all shareholders. Shareholders will be informed
of the rules, including voting procedures, which govern the shareholders’ meetings. Resolutions of all
general meetings of shareholders are conducted by electronic poll.
The Company hold regular meetings with research analysts, fund managers and institutional investors
to review the Company’s performance and provide investors with a better understanding of the Group’s
businesses.
The Group strongly encourages the attendance of shareholders at general meetings of shareholders,
which are always held at a central location in Singapore. At such general meetings, shareholders are
invited to raise questions on any matters that need clarification and appropriate responses are given.
The Chairman and the other Directors (in particular, the chairpersons of the AC, NC and RC) as well as
the external auditors are present at such general meetings to address all queries from shareholders on
various matters affecting the Group and the conduct of external audit. Key management personnel are
also present at such general meetings to respond to queries from the shareholders.
The reception after each general meeting of shareholders provides an opportunity for shareholders to
informally communicate their views and expectations to the Company’s representatives.
The Company’s Articles of Association allow a shareholder to appoint one or two proxies to attend and
vote at the Company’s general meetings of shareholders. Separate resolutions on each distinct issue
are tabled at such general meetings. If requested, the Company allows shareholders who hold shares
through nominees to attend such general meetings as observers.
Haw Par Corporation Limited — annual report 2012
45
Corporate Governance
OTHER GOVERNANCE PRACTICES
Investment Committee
The Investment Committee (“IC”) is headed by the Chairman of the Board and comprises two other
Executive Directors. The IC meets bi-monthly to review the performance of the Group’s investments,
funding requirements and key strategic issues of each operating unit. As directed by the Board, the IC
receives and reviews monthly financial report of the Group.
Interested Person Transactions
Management reports all interested person transactions to the AC. The Group does not have any general
mandate from shareholders pursuant to Rule 920 with regards to interested person transactions. The
following are details of interested person transaction during the year:
Name of Interested Person
Wee Ee Lim
Aggregate value of all Interested
Person Transaction during 2012 (excluding
transactions less than $100,000)
$655,575
During the financial year, Mr Wee who is a nominee director in an associated company, were granted
share options by an associated company. Upon exercising the share options, the shares were sold to
the Group at cost.
Material Contracts
Except as disclosed in page 95 (Note 24 – Related Party Transactions) of the Annual Report, there were
no other material contracts of the Company or its subsidiaries involving the interests of the CEO, any
Director or controlling shareholder of the Company.
Dealings in Securities
The Group adopts the best practices with respect to dealings in securities set out in Rule 1207(19) of the
Listing Manual of the SGX. It has a policy which prohibits its officers from dealing in the securities of the
Company during the period commencing two weeks before the announcement of the financial results
for each of the first three quarters and one month before the announcement of the full year results.
The Group refrains from commenting in any way on the status of the current quarter’s financials and
operations or giving guidance on future earnings estimates, during these periods before announcement
of results.
46
Statutory Reports &
Financial Statements
CONTENTS
48
52 53 55 56 57 58 60 62 Directors’ Report
Statement by Directors
Independent Auditor’s Report
Consolidated Income Statement
Consolidated Statement
of Comprehensive Income
Statements of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
Notes to The Financial Statements
Directors’ Report
For the financial year ended 31 December 2012
The Directors present their report to the members together with the audited financial statements of the Group
for the financial year ended 31 December 2012 and the statement of financial position of the Company as at
31 December 2012.
Directors
The Directors of the Company in office at the date of this report are as follows:
Wee Cho Yaw Wee Ee Lim Sat Pal Khattar
Reggie Thein
Hwang Soo Jin
Lee Suan Yew
Wee Ee-chao
Chew Kia Ngee
Peter Sim
Han Ah Kuan (Chairman)
(President & Chief Executive Officer)
(Executive Director)
Arrangements to enable Directors to acquire shares and debentures
Neither at the end of the financial year, nor at any time during the financial year, was the Company a party to
any arrangement whose object was to enable the Directors to acquire benefits by means of the acquisition of
shares, warrants, share options in, or debentures of, the Company or any other body corporate, other than
pursuant to the Haw Par Corporation Group 2002 Share Option Scheme (“2002 Scheme”).
Directors’ interests in shares or debentures
The Directors holding office at 31 December 2012 had no interests in the shares, warrants, share options in, or
debentures of, the Company and/or its subsidiaries as recorded in the register of Directors’ shareholdings kept
by the Company under Section 164 of the Companies Act, except as follows:
Direct interest as at
1.1.2012 31.12.2012
21.1.2013
Deemed interest as at
1.1.2012 31.12.2012
21.1.2013
Interest in the Company’s ordinary shares
Wee Cho Yaw
Wee Ee Lim
Sat Pal Khattar
Hwang Soo Jin
Wee Ee-chao
Han Ah Kuan
993,067
397,448
–
35,000
12,570
57,000
993,067
397,448
–
35,000
12,570
40,000
993,067
397,448
–
35,000
12,570
40,000
64,927,370
60,629,958
87,472
–
60,751,438
–
66,011,370
61,713,958
87,472
–
61,835,411
–
66,011,370
61,713,958
87,472
–
61,835,411
–
–
–
–
Options to subscribe for the Company’s ordinary shares
(Under the 2002 Scheme)
Han Ah Kuan
144,000
144,000
144,000
By virtue of Section 7 of the Companies Act (Cap. 50), Wee Cho Yaw, Wee Ee Lim and Wee Ee-chao, who by
virtue of their interest of not less than 20% in the issued capital of the Company, are also deemed to have an
interest in the shares of the various subsidiary companies held by the Company.
48
Directors’ Report (continued)
For the financial year ended 31 December 2012
Directors’ contractual benefits
Since the end of the previous financial year, no Director has received or has become entitled to receive benefits
required to be disclosed by Section 201(8) of the Companies Act, by reason of a contract made by the Company
or a related corporation with the Director or with a firm of which he is a member or with a company in which he
has a substantial financial interest except those disclosed in Note 24 to the financial statements.
Share options
Haw Par Corporation Group 2002 Share Option Scheme
The 2002 Scheme was approved by members of the Company at an Extraordinary General Meeting held on
22 May 2002. The extension of the duration of the 2002 Scheme for a further period of 5 years to 2017 was
approved by members of the Company at the Annual General Meeting held on 20 April 2011. The 2002 Scheme
is granted to key executives personnel and directors (including non-executive directors) of the Company and the
maximum life-span of exercising the options is 10 years. The exercise price of the options is determined at the
average of the last dealt price of the Company’s ordinary shares as quoted on the Singapore Exchange Securities
Trading Limited for five market days immediately preceding the date of the grant. The options are exercisable
beginning on the first anniversary from the date when the options are granted or the second anniversary if the
options are granted at a discount to the market price. Once the options are vested, they are exercisable for a
period of four years. The options may be exercised in full or in part in respect of 1,000 shares or any multiple
thereof, on the payment of the exercise price. The Group has no legal or constructive obligation to repurchase
or settle the options in cash. The share option scheme size shall not exceed 15% of the total number of issued
shares of the Company on the day preceding grant date and exercise prices are allowed to be set at discounts
of up to 20% to their market price.
The number of unissued ordinary shares of the Company covered by the options in relation to the 2002 Scheme
outstanding at the end of the financial year was as follows:
Date of grant
3.3.2008
2.3.2009
1.3.2010
1.3.2011
1.3.2012
Number of shares covered by the options
Balance at 31.12.2012
Exercise price
Exercise period
198,000
30,000
104,000
289,000
365,000
986,000
$6.47
$3.71
$5.86
$6.09
$5.95
3.3.2009 –   2.3.2013
2.3.2010 –   1.3.2014
1.3.2011 – 28.2.2015
1.3.2012 – 29.2.2016
1.3.2013 – 28.2.2017
In 2012, options to subscribe for 442,000 unissued shares in the Company at the exercise price of $5.95 per
share were granted and 365,000 accepted under the 2002 Scheme. Options in respect of 4,022,000 have been
granted and accepted since the adoption of the scheme on 22 May 2002. No options have been granted at a
discount to the market price of shares of the Company.
During the financial year, options to subscribe for 527,000 unissued shares were cancelled, expired and not
accepted and 168,000 shares were issued by virtue of the exercise of options. The market price on the dates
of exercise ranged from $6.01 to $6.71.
Haw Par Corporation Limited — annual report 2012
49
Directors’ Report (continued)
For the financial year ended 31 December 2012
Share options (continued)
Other information required by the Singapore Exchange Securities Trading Limited (Pursuant to Listing Rule 852
of the Listing Manual)
(1)The Share Option Scheme of the Company is administered by the Remuneration Committee, comprising
the following Directors:
Sat Pal Khattar(Chairman)
Wee Cho Yaw
Hwang Soo Jin
(2) The details of options granted to the Directors of the Company under the 2002 Scheme are as follows:
Number
of shares
comprised
in options
granted
during the
financial
Name of director
year
Wee Ee Lim
Han Ah Kuan
Aggregate
Aggregate
Aggregate
number
number
number
of shares Aggregate
of shares
of shares
comprised
number
comprised
comprised
in options
of shares
in options
in options
that have comprised
granted since exercised since
expired since
in options
commencement commencement commencement outstanding
of scheme to
of scheme to
of scheme to
as at
31.12.2012
31.12.2012
31.12.2012 31.12.2012
–
48,000
48,000
–
–
48,000
455,000
263,000
48,000
144,000
(3)No options are granted to controlling shareholders of the Company and their associates (as defined in the
Listing Manual of Singapore Exchange Securities Trading Limited).
(4)No participant has received 5% or more of the total number of options available under the share option
scheme.
(5)No options have been granted at a discount to the market price of shares of the Company for the financial
year ended 31 December 2012.
(6)Options granted by the Company do not entitle the holders of the options, by virtue of such options, any
right to participate in any share issue of any other company in the Group.
50
Directors’ Report (continued)
For the financial year ended 31 December 2012
Audit Committee
The Audit Committee comprises four members, all of whom are independent non-executive Directors. The
members of the Audit Committee are as follows:
Reggie Thein (Chairman)
Hwang Soo Jin
Lee Suan Yew
Chew Kia Ngee
In accordance with Section 201B(5) of the Companies Act, the Audit Committee has reviewed with the
Company’s internal auditors their audit plan and the scope and results of their internal audit procedures. The
Committee has also reviewed with the Company’s independent auditor, PricewaterhouseCoopers LLP, their
audit plan, their evaluation of the system of internal accounting controls, their audit report on the statement of
financial position of the Company and the consolidated financial statements of the Group for the financial year
ended 31 December 2012 and the assistance given by the management of the Group to them. The statement
of financial position of the Company and the consolidated financial statements of the Group, as well as the
independent auditor’s report on the same, have been reviewed by the Committee prior to their submission to
the Board of Directors.
The Committee has recommended to the Board of Directors the re-appointment of PricewaterhouseCoopers
LLP as independent auditor of the Company.
Independent auditor
PricewaterhouseCoopers LLP has expressed its willingness to accept re-appointment as independent auditor
of the Company and a resolution proposing its re-appointment will be submitted at the forthcoming Annual
General Meeting.
On behalf of the Board
Wee Cho Yaw
Chairman
Wee Ee Lim
President & Chief Executive Officer
Singapore
27 February 2013
Haw Par Corporation Limited — annual report 2012
51
Statement by Directors Pursuant to Section 201(15)
For the financial year ended 31 December 2012
We, Wee Cho Yaw and Wee Ee Lim, being two of the Directors of Haw Par Corporation Limited, do hereby state
that, in the opinion of the Directors:
(a)the statement of financial position of the Company and the consolidated financial statements of the Group
as set out on pages 55 to 112 are drawn up so as to give a true and fair view of the state of affairs of the
Company and of the Group as at 31 December 2012 and of the results, changes in equity and cash flows
of the Group for the financial year then ended; and
(b)at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they fall due.
On behalf of the Board
Wee Cho Yaw
Chairman
Singapore
27 February 2013
52
Wee Ee Lim
President & Chief Executive Officer
Independent Auditor’s Report
To the Members of Haw Par Corporation Limited
for the financial year ended 31 December 2012
Report on the Financial Statements
We have audited the accompanying financial statements of Haw Par Corporation Limited (the “Company”)
and its subsidiaries (the “Group”) set out on pages 55 to 112, which comprise the consolidated statement of
financial position of the Group and statement of financial position of the Company as at 31 December 2012,
the consolidated income statement, the consolidated statement of comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows of the Group for the financial year
then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards,
and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable
assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are
properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and
loss accounts and statements of financial position and to maintain accountability of assets.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Haw Par Corporation Limited — annual report 2012
53
Independent Auditor’s Report (continued)
To the Members of Haw Par Corporation Limited
for the financial year ended 31 December 2012
Opinion
In our opinion, the consolidated financial statements of the Group and the statement of financial position 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 31
December 2012, and of the results, changes in equity and cash flows of the Group for the financial year ended
on that date.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiaries incorporated in Singapore, of which we are the auditors, have been properly kept in accordance
with the provisions of the Act.
PricewaterhouseCoopers LLP
Public Accountants and Certified Public Accountants
Singapore,
27 February 2013
54
Consolidated Income Statement
For the financial year ended 31 December 2012
Note
Revenue
Cost of sales
The Group
2012
2011
$’000
$’000
(restated)
139,349
(60,912)
132,675
(60,510)
78,437
52,904
–
(30,512)
(724)
(15,334)
(245)
72,165
59,053
(12,553)
(26,784)
(716)
(13,285)
(64)
84,526
77,816
14
12
19,308
23,492
8,656
(97)
8
127,326
(7,361)
86,375
(6,230)
Profit for the financial year, net of tax
119,965
80,145
Attributable to:
Equity holders of the Company
Non-controlling interests
119,965
–
79,808
337
119,965
80,145
60.6 cents
60.6 cents
40.3 cents
40.3 cents
Gross profit
Other income
Other losses
Sales and marketing expenses
Warehouse and delivery expenses
General and administrative expenses
Finance expenses
Profit from operations
Share of results of associated companies and gain/(loss)
on dilution of investment in associated company (net)
Fair value gains/(losses) on investment properties
Profit before taxation
Taxation
Earnings per share attributable to equity holders
of the Company
–Basic
–Diluted
4
5
6
10
The accompanying notes form an integral part of these financial statements.
Haw Par Corporation Limited — annual report 2012
55
Consolidated Statement of Comprehensive Income
For the financial year ended 31 December 2012
2012
$’000
The Group
2011
$’000
(restated)
119,965
80,145
388,831
(208,646)
Reclassification of fair value loss on disposal of available-for-sale
financial assets
1,379
–
Currency translation losses on consolidation of foreign entities (net)
(8,680)
(1,355)
(551)
3,110
1,750
(241)
Other comprehensive income/(expense) for the financial year,
net of tax
382,729
(207,132)
Total comprehensive income/(expense) for the financial year
502,694
(126,987)
502,694
–
502,694
(126,772)
(215)
(126,987)
Profit for the financial year, net of tax
Other comprehensive (expense)/income, after tax,
that may be reclassified subsequently to profit or loss:
Fair value gains/(losses) on available-for-sale financial assets (net)
Share of associated company’s currency translation reserve through
equity accounting
Share of associated company’s other comprehensive
expense/(income) through equity accounting
Total comprehensive income/(expense) attributable to:
Equity holders of the Company
Non-controlling interests
The accompanying notes form an integral part of these financial statements.
56
Statements of Financial Position
As at 31 December 2012
Note
ASSETS
Non-current assets
Property, plant and equipment
Investment properties
Investment in subsidiaries
Investment in associated
companies
Available-for-sale financial assets
Deferred income tax assets
Intangible assets
Current assets
Available-for-sale financial assets
Inventories
Trade and other receivables
Tax recoverable
Deposits with banks and
financial institutions
Cash and bank balances
Non-current liabilities
Deferred income tax liabilities
The Company
2012
2011
$’000
$’000
37,947
211,545
–
37,865
187,039
–
43,848
181,642
–
–
–
381,957
–
–
381,957
14
15
22
16
114,484
1,446,017
602
11,116
1,821,711
100,468
1,117,520
601
11,116
1,454,609
91,702
1,239,779
828
11,116
1,568,915
2,895
401
–
–
385,253
2,895
427
–
–
385,279
15
17
18
369,827
10,100
17,779
–
304,161
8,379
21,017
–
335,082
9,275
18,597
4
–
–
89,664
–
–
–
135,289
–
19
19
133,116
17,999
548,821
72,952
16,023
422,532
87,579
23,780
474,317
126,390
2,099
218,153
55,719
1,239
192,247
2,370,532
1,877,141
2,043,232
603,406
577,526
(38,322)
(6,676)
(23,028)
(68,026)
(34,142)
(6,393)
(12,407)
(52,942)
(31,831)
(7,388)
–
(39,219)
(124,416)
(154)
(23,028)
(147,598)
(130,751)
(310)
(12,407)
(143,468)
(49,289)
(49,289)
(35,229)
(35,229)
(44,365)
(44,365)
–
–
–
–
(117,315)
(88,171)
(83,584)
(147,598)
(143,468)
2,253,217
1,788,970
1,959,648
455,808
434,058
243,114
2,010,103
2,253,217
–
2,253,217
242,127
1,546,843
1,788,970
–
1,788,970
241,355
1,710,537
1,951,892
7,756
1,959,648
243,114
212,694
455,808
–
455,808
242,127
191,931
434,058
–
434,058
20
21
22
Total liabilities
NET ASSETS
EQUITY
Equity attributable to equity
holders of the Company
Share capital
Reserves
The Group
2011
2010
$’000
$’000
(restated) (restated)
11
12
13
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Taxation
Borrowings
2012
$’000
23
Non-controlling interests
Total equity
The accompanying notes form an integral part of these financial statements.
Haw Par Corporation Limited — annual report 2012
57
Consolidated Statement of Changes in Equity
For the financial year ended 31 December 2012
Attributable to equity holders of the Company
Foreign
Share
Fair currency
value translation Revenue
Share Statutory Capital option
reserve
reserve reserve
capital
reserve1 reserve2 reserve3
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Noncontrolling
Total interests
$’000
$’000
Total
equity
$’000
2012
Balance at
1 January 2012, as
previously reported
242,127
1,948
16,815
2,698
864,675
–
–
–
–
–
242,127
1,948
16,815
2,698
864,675
987
–
–
–
–
–
–
Expensing of
share options
–
–
–
173
–
–
Transfer from
revenue reserve to
statutory reserve
–
62
–
–
–
Dividends paid
(Note 9)
–
–
–
–
–
Total comprehensive
(expense)/income
for the financial year
–
–
–
1,750
390,210
Balance at
31 December 2012
243,114
2,010
16,815
Effects of adopting
Amendments to
FRS 12 (Note 2a)
Balance at
1 January 2012,
as restated
Issue of share capital
4,621 1,254,885
The accompanying notes form an integral part of these financial statements.
58
(4,308) 655,979 1,779,934
–
1,779,934
9,036
–
9,036
(4,308) 665,015 1,788,970
–
1,788,970
987
–
987
–
173
–
173
–
(62)
–
–
–
–
(39,607)
(39,607)
–
(39,607)
(9,231) 119,965
502,694
–
502,694
(13,539) 745,311 2,253,217
–
2,253,217
–
9,036
Consolidated Statement of Changes in Equity (continued)
For the financial year ended 31 December 2012
Attributable to equity holders of the Company
Foreign
Share
Fair currency
value translation Revenue
Share Statutory Capital option
reserve
reserve reserve
capital
reserve1 reserve2 reserve3
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Noncontrolling
Total interests
$’000
$’000
Total
equity
$’000
2011
Balance at
1 January 2011, as
previously reported
241,355
1,522
16,815
Effects of adopting
Amendments to
FRS 12
–
–
–
Balance at
1 January 2011,
as restated
241,355
1,522
16,815
772
–
–
–
–
–
–
Expensing of
share options
–
–
–
274
–
–
Transfer from
revenue reserve to
statutory reserve
–
426
–
–
–
Dividends paid
(Note 9)
–
–
–
–
Acquisition of
non-controlling
interests in a subsidiary
(Note 13)
–
–
–
Total comprehensive
(expense)/income
for the financial year
(restated)
–
–
Balance at
31 December 2011
242,127
1,948
Issue of share capital
2,424 1,073,321
7,756
1,949,649
9,999
–
9,999
(6,512) 622,967 1,951,892
7,756
1,959,648
772
–
772
–
274
–
274
(8)
(418)
–
–
–
–
–
(39,603)
(39,603)
–
(39,603)
–
–
(95)
2,502
2,407
(7,541)
(5,134)
–
–
(208,646)
2,307
79,567
(126,772)
(215)
(126,987)
16,815
2,698
864,675
(4,308) 665,015 1,788,970
–
1,788,970
–
–
2,424 1,073,321
(6,512) 612,968 1,941,893
–
9,999
The statutory reserve is legally required to be set aside in the countries of incorporation of certain subsidiaries. Those laws restrict the distribution and use
of the reserve.
1
2
The capital reserve relates to non-distributable profits arising from sale of long term investments according to certain subsidiaries’ Articles of Association
and share premium arising from issue of shares by certain subsidiaries.
The share option reserve relates to share option scheme of the Company and its associated companies.
3
The accompanying notes form an integral part of these financial statements.
Haw Par Corporation Limited — annual report 2012
59
Consolidated Statement of Cash Flows
For the financial year ended 31 December 2012
Note
Cash flows from operating activities:
Profit for the financial year, net of tax
Adjustments for:
Taxation
Share of results of associated companies
(Gain)/loss on dilution of investment in an associated company (net)
Fair value (gains)/losses on investment properties
Investment income
Interest income
Finance expenses
Depreciation of property, plant and equipment
Impairment of property, plant and equipment
Expensing of share options
Property, plant and equipment written off
Loss on disposal of property, plant and equipment
Inventories written down
Allowance/(Write-back of allowance) for impairment of receivables
Write-back of unclaimed dividends
Loss on disposal of available-for-sale financial assets (net)
Currency translation losses
Operating profit before working capital changes
(Increase)/decrease in inventories
Decrease/(increase) in trade and other receivables
Increase in trade and other payables
Cash generated from operations
Investment income received
Interest income received
Net taxation paid
Net cash provided by operating activities
Cash flows from investing activities
Proceeds from disposal of available-for-sale financial assets
Purchase of available-for-sale financial assets
Purchase of property, plant and equipment
Dividends from associated companies
Improvements to investment properties
Purchase of additional stake in an associated company
Proceeds from sale of property, plant and equipment
Purchase of investment property
Purchase of non-controlling interests in a subsidiary
Net cash provided by/(used in) investing activities
The accompanying notes form an integral part of these financial statements.
60
8
14
14
12
5
5
11
6
27
7
7
17
7
5
15
11
12
14
12
13
The Group
2012
2011
$’000
$’000
(restated)
119,965
80,145
7,361
(19,235)
(73)
(23,492)
(49,854)
(1,079)
245
4,556
–
173
76
23
66
354
(214)
1,885
1,583
42,340
(1,787)
1,054
5,033
46,640
49,854
1,105
(8,339)
89,260
6,230
(9,971)
1,315
97
(55,192)
(687)
64
5,522
12,553
274
123
221
251
(8)
(74)
–
351
41,214
645
(2,026)
1,507
41,340
22,134
304
(5,764)
58,014
19,806
(11,867)
(5,663)
2,505
(2,446)
(1,311)
8
–
–
1,032
–
(30,478)
(12,883)
2,009
(701)
–
116
(5,353)
(5,134)
(52,424)
Consolidated Statement of Cash Flows (continued)
For the financial year ended 31 December 2012
Note
Cash flows from financing activities
Payment of dividends to shareholders of the Company
Proceeds from borrowings
Proceeds from issue of share capital
Interest expense paid
Bank deposits pledged
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the financial year
Effects of currency translation on cash and cash equivalents
Cash and cash equivalents at end of the financial year
9
23
19
19
The Group
2012
2011
$’000
$’000
(restated)
(39,607)
11,868
987
(253)
(110)
(27,115)
(39,603)
11,433
772
(36)
(25)
(27,459)
63,177
87,430
(1,147)
149,460
(21,869)
109,837
(538)
87,430
The accompanying notes form an integral part of these financial statements.
Haw Par Corporation Limited — annual report 2012
61
Notes to The Financial Statements
For the financial year ended 31 December 2012
These notes form an integral part of and should be read in conjunction with the accompanying financial
statements.
1.General
Haw Par Corporation Limited (the “Company”) is incorporated and domiciled in Singapore and is listed on
the Singapore Exchange. The address of its registered office is as follows:
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
The Company is the owner of the “Tiger” trademarks and is the holding company of the Group.
The principal activities of the Company are licensing of the “Tiger” trademarks and owning investments for
long term holding purposes.
The principal activities of the Group are as follows:
(a) manufacturing, marketing and trading healthcare products;
(b) providing leisure-related goods and services; and
(c) investing in properties and securities.
2.Significant accounting policies
(a)
Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (“FRS”). The financial statements have been prepared under the historical cost convention,
except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its
judgement in the process of applying the Group’s accounting policies. It also requires the use of
certain critical accounting estimates and assumptions. An area involving a higher degree of judgment
or complexity, or where assumptions and estimates are significant to the financial statements, is
disclosed in Note 3.
Interpretations and amendments to published standards effective in 2012
On 1 January 2012, the Group adopted the new or amended FRS and Interpretations to FRS (“INT
FRS”) that are mandatory for application from that date. Changes to the Group’s accounting policies
have been made as required, in accordance with the transitional provisions in the respective FRS and
INT FRS.
The adoption of these new or revised FRS and INT FRS did not result in substantial changes to the
Group’s and Company’s accounting policies and has no material effect on the amounts reported for
the current or prior financial years except for the adoption of the amendment to FRS 12. On 1 January
2012, the Group adopted the amendments to FRS 12 Income Taxes which are relevant and effective
for annual periods beginning on or after 1 January 2012. The amendment introduces a presumption
that an investment property measured at fair value is recoverable entirely through its sale. Previously,
the Group had recognised deferred tax liabilities on revaluation of its investment properties.
Under the amendment, the deferred tax liabilities on the Group’s investment properties will be
recognised on the basis of recovery through sale. This change in accounting policy has been applied
retrospectively. Accordingly, the comparatives have been restated.
62
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(a)
Basis of preparation (continued)
Interpretations and amendments to published standards effective in 2012 (continued)
The effects on the comparatives arising from the adoption of the amendments to FRS 12 are
as follows:
Effect on consolidated statement of financial position
31/12/2012
S$’000
Revenue reserve
Deferred income tax liabilities
Group
31/12/2011
31/12/2010
S$’000
S$’000
Increase/(Decrease)
12,959
(12,959)
9,036
(9,036)
9,999
(9,999)
Effect on consolidated income statement
Group
2012
2011
S$’000
S$’000
Increase/(Decrease)
Taxation
Profit attributable to:
Equity holders of the Company
Earnings per share attributable to equity holders of the Company
–Basic
–Diluted
(3,923)
966
3,923
В Cents
1.98
1.98
(966)
В Cents
(0.49)
(0.49)
The Group has also early adopted the amendment to FRS 1 Presentation of Items of Other
Comprehensive Income on 1 January 2012. The amendment is applicable retrospectively to annual
periods beginning on or after 1 July 2012 with early adoption permitted. It requires items presented in
other comprehensive income (“OCI”) to be separated into two groups, based on whether or not they
may be recycled to profit or loss in the future.
The amendment to FRS 1 has no impact on the statement of financial position.
(b)
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods
and rendering of services, in the ordinary course of the Group’s activities, net of goods and services
tax, rebates and discounts, and after eliminating sales within the Group. Revenue is recognised as
follows:
(1) Sale of goods
Revenue from sale of goods is recognised when a Group entity has transferred to the customer
the significant risks and rewards of the ownership of the goods, and collectibility of the related
receivables is reasonably assured.
Haw Par Corporation Limited — annual report 2012
63
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(b)
Revenue recognition (continued)
(2) Rendering of services
Revenue from services is recognised upon rendering of services.
(3)
Interest income
Interest income is recognised on a time proportion basis using the effective interest method.
(4)
Dividend income
Dividend income from subsidiaries, associated companies and available-for-sale financial assets
is recognised when the right to receive payment is established.
(5)
Rental income
Rental income from operating leases on investment properties is recognised on a straight-line
basis over the lease term.
(c)
Group accounting
(1)
Subsidiaries
(i)
Consolidation
Subsidiaries are entities over which the Group has power to govern the financial and
operating policies so as to obtain benefits from its activities, generally accompanied by
a shareholding giving rise to a majority of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. Subsidiaries are consolidated from
the date on which control is transferred to the Group. They are de-consolidated from the
date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised
gains on transactions between group entities are eliminated. Unrealised losses are also
eliminated but are considered an impairment indicator of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with
the policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net assets
of a subsidiary attributable to the interests which are not owned directly or indirectly
by the equity holders of the Company. They are shown separately in the consolidated
statement of comprehensive income, statement of changes in equity and statement of
financial position. Total comprehensive income is attributed to the non-controlling interests
based on their respective interests in a subsidiary, even if this results in the non-controlling
interests having a deficit balance.
(ii)
Acquisitions
The acquisition method of accounting is used to account for business combinations by
the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the
fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Group. The consideration transferred also includes the fair value of any contingent
consideration arrangement and the fair value of any pre-existing equity interest in the
subsidiary.
64
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(c)
Group accounting (continued)
(1)
Subsidiaries (continued)
(ii)
Acquisitions (continued)
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the
acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest
in the acquiree and the acquisition-date fair value of any previous equity interest in the
acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill.
Please refer to Note 2(e)(1) for the Group’s accounting policy on goodwill on acquisition of
subsidiaries.
(iii)
Disposals
When a change in the Company’s ownership interest in a subsidiary results in a loss of
control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill
are derecognised. Amounts previously recognised in other comprehensive income in
respect of that entity are also reclassified to profit or loss or transferred directly to retained
earnings if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between
the carrying amount of the retained interest at the date when control is lost and its fair value
is recognised in profit or loss.
(2) Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over
the subsidiary is accounted for as transactions with equity owners of the Company. Any difference
between the change in the carrying amounts of the non-controlling interest and the fair value of
the consideration paid or received is recognised within equity attributable to the equity holders of
the Company. Please refer to Note 2(g) for the Company’s accounting policy on investments in
subsidiaries and associated companies.
(3)
Associated companies
Associated companies are entities over which the Group has significant influence, but not control,
generally accompanying a shareholding of between and including 20% and 50% of the voting
rights. Investments in associated companies are accounted for in the consolidated financial
statements using the equity method of accounting less impairment losses, if any. Investments in
associated companies in the consolidated statement of financial position include goodwill (net
of accumulated impairment loss) identified on acquisition, where applicable. Please refer to Note
2(e)(1) for the Group’s accounting policy on goodwill.
Haw Par Corporation Limited — annual report 2012
65
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(c)
Group accounting (continued)
(3)
Associated companies (continued)
(i)
Acquisitions
Investments in associated companies are initially recognised at cost. The cost of an
acquisition is measured at the fair value of the assets given, equity instruments issued or
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to
the acquisition. Goodwill on associated companies represents the excess of the cost of
acquisition of the associate over the Group’s share of the fair value of the identifiable net
assets of the associate and is included in the carrying amount of the investments.
(ii)
Equity method of accounting
In applying the equity method of accounting, the Group’s share of its associated
companies’ post-acquisition profits or losses are recognised in profit or loss and its share
of post-acquisition other comprehensive income is recognised in other comprehensive
income. These post-acquisition movements and distributions received from the associated
companies are adjusted against the carrying amount of the investments. When the
Group’s share of losses in an associated company equals or exceeds its interest in the
associated company, including any other unsecured non-current receivables, the Group
does not recognise further losses, unless it has obligations to make or has made payments
on behalf of the associated company.
Unrealised gains on transactions between the Group and its associated companies are
eliminated to the extent of the Group’s interest in the associated companies. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the
asset transferred. The accounting policies of associated companies have been changed
where necessary to ensure consistency with the accounting policies adopted by the Group.
(iii)
Disposals
Gains and losses arising from partial disposals or dilutions in investments in associated
companies in which significant influence is retained are recognised in profit or loss.
Investments in associated companies are derecognised when the Group loses significant
influence. Any retained equity interest in the entity is remeasured at its fair value. The
difference between the carrying amount of the retained interest at the date when significant
influence is lost and its fair value is recognised in profit or loss.
Please refer to Note 2(g) for the Company’s accounting policy on investments in subsidiaries
and associated companies.
(d)
Property, plant and equipment
(1) Leasehold land and buildings
Leasehold land and buildings are stated at cost less accumulated depreciation and accumulated
impairment losses (Note 2(h)(2)).
66
(2) Other property, plant and equipment
Plant, equipment, furniture, vehicles and marine livestock are stated at cost less accumulated
depreciation and accumulated impairment losses (Note 2(h)(2)).
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(d)
Property, plant and equipment (continued)
(3) Components of costs
The cost of an item of property, plant and equipment includes its purchase price and any cost
that is directly attributable to bringing the asset to the location and condition necessary for it
to be capable of operating in the manner intended by management. The projected cost of
dismantlement, removal or restoration is also included as part of the cost of property, plant
and equipment if the obligation for dismantlement, removal or restoration is incurred as a
consequence of acquiring or using the asset.
(4)Depreciation
Depreciation is calculated using a straight-line method to allocate the depreciable amounts of
property, plant and equipment over their estimated useful lives as follows:
Leasehold land and buildings
–
50 years or over the term of the lease,
whichever is shorter
Plant, equipment, furniture and vehicles
–
4 to 10 years
Marine livestock
–
5 years
Construction-in-progress assets are not depreciated until they are brought to use. Fully
depreciated assets are retained in the financial statements until they are no longer in use.
The residual values, estimated useful lives and depreciation method of property, plant and
equipment are reviewed, and adjusted as appropriate, at each financial year-end to ensure that
the method and period of depreciation are consistent with the expected pattern of economic
benefits from items of property, plant and equipment. The effects of any revision are recognised
in the profit or loss for the financial year in which the changes arise.
(5) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can
be measured reliably. All other repair and maintenance expense is recognised in the profit or
loss when incurred.
(6)Disposal
On disposal of an item of property, plant and equipment, the difference between the net disposal
proceeds and its carrying amount is recognised in the profit or loss.
(e)
Intangible assets
(1)Goodwill
Goodwill on acquisitions of subsidiaries and business on or after 1 January 2010 represents the
excess of the consideration transferred, the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value
of the identifiable net assets acquired.
Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and on acquisition
of associated companies represents the excess of the cost of the acquisition over the fair value of
the Group’s share of their identifiable net assets at the date of acquisition.
Haw Par Corporation Limited — annual report 2012
67
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(e)
Intangible assets (continued)
(1)
Goodwill (continued)
Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less
accumulated impairment losses.
Goodwill on associated companies is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiaries and associated companies include the carrying
amount of goodwill relating to the entity sold, except for goodwill arising from acquisitions prior
to 1 January 2001. Such goodwill was adjusted against retained profits in the year of acquisition
and is not recognised in profit or loss on disposal.
(2)
Trademarks
Trademarks are stated at cost less accumulated amortisation and accumulated impairment
losses (Note 2(h)(2)). Amortisation is calculated using the straight line method to allocate the
cost of trademarks over a period not exceeding 20 years. These have been fully amortised as
at the end of the reporting period.
(3)
Deferred expenditure
Deferred expenditure comprises technology fee paid in advance, clinical trial expenses and
television advertisement production costs, which are recognised as assets as they generate
future economic benefits. Technology fee expense paid in advance for the use of a third party’s
technology is amortised using the straight line method over the period of the contract with
the third party. Clinical trial expenses incurred for product registrations are amortised using
the straight line method over a 5-year period. Television advertisement production costs
are amortised using the straight line method over the estimated useful life of approximately
2-3 years.
The amortisation period and amortisation method of intangible assets other than goodwill are
reviewed at least at each financial year-end. The effects of any revision are recognised in profit or loss
when the changes arise.
(f)
Investment properties
Investment properties of the Group, principally comprising office and industrial buildings, are held for
long-term rental yields and/or capital appreciation and are not substantially occupied by the Group.
Investment properties are classified as non-current assets, initially recognised at cost and subsequently
carried at fair value, determined annually by independent professional valuers on the highest-andbest-use basis. Changes in fair values are recognised in profit or loss.
Investment properties are subject to renovations or improvements at regular intervals. The cost of
major renovations and improvements is capitalised as additions and the carrying amounts of the
replaced components are written off to profit or loss. The cost of maintenance, repairs and minor
improvements is charged to profit or loss when incurred.
On disposal of an investment property, the difference between the net disposal proceeds and the
carrying amount is recognised in profit or loss.
68
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(g)
Investments in subsidiaries and associated companies
Investments in subsidiaries and associated companies are stated at cost less accumulated impairment
losses (Note 2(h)(2)) in the Company’s statement of financial position. On disposal of investments
in subsidiaries and associated companies, the difference between net disposal proceeds and the
carrying amount of the net investments are recognised in profit or loss.
(h)
Impairment of non-financial assets
(1)
Goodwill
Goodwill, recognised separately as an intangible asset, is tested annually for impairment and
whenever there is any indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s
cash generating units (“CGU”) expected to benefit from synergies of the business combination.
An impairment loss is recognised when the carrying amount of CGU, including the goodwill,
exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of
the CGU’s fair value less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill
allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the
carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised in profit or loss and is not reversed in a subsequent
period.
(2)Intangible assets, Property, plant and equipment and Investments in subsidiaries and
associated companies
Intangible assets, property, plant and equipment and investments in subsidiaries and associated
companies are reviewed for impairment whenever there is any objective evidence or indication
that these assets may be impaired.
For the purpose of impairment testing of these assets, recoverable amount (i.e. the higher of the
fair value less cost to sell and value in use) is determined on an individual asset basis unless the
asset does not generate cash inflows that are largely independent of those from other assets.
If this is the case, recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an
impairment loss in profit or loss.
An impairment loss for an asset other than goodwill is reversed if, and only if, there has
been a change in the estimates used to determine the asset’s recoverable amount since the
last impairment loss was recognised. The carrying amount of an asset other than goodwill
is increased to its revised recoverable amount, provided that this amount does not exceed
the carrying amount that would have been determined (net of accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.
Haw Par Corporation Limited — annual report 2012
69
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(i)
Financial assets
(1)
Classification
The Group classifies its investments in financial assets in the following categories: loans
and receivables, available-for-sale and at fair value through profit or loss. The classification
depends on the nature of the asset and the purpose for which the assets have been acquired.
Management determines the classification of its financial assets at initial recognition.
Investments in convertible bonds are analysed into its non-derivative host contract debt
securities and its embedded derivative. The non-derivative host contract is accounted for as
financial assets, available-for-sale and its embedded derivative is accounted for as financial
assets at fair value through profit or loss.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are included in current assets,
except those maturing later than 12 months after the end of the reporting period which are
classified as non-current assets.
(ii)
Financial assets, available-for-sale
Financial assets, available-for-sale are non-derivatives that are either designated in this
category or not classified in any of the other categories.
(iii) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A
financial asset is classified in this category if acquired principally for the purpose of selling in
the short term. Derivatives are also classified as held for trading unless they are designated
as hedges. Assets in this category are presented as current assets if they are either held
for trading or are expected to be realised within 12 months after the reporting period.
(2) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date - the date on
which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all risks and
rewards of ownership.
On disposal of a financial asset, the difference between the net sale proceeds and its carrying
amount is recognised in profit or loss. Any amount in other comprehensive income and
accumulated in the fair value reserve relating to that asset is reclassified to profit or loss.
(3) Initial measurement
Financial assets are initially recognised at fair value plus transaction costs except for financial
assets at fair value through profit or loss, which are recognised at fair value. Transaction costs
for financial assets at fair value through profit or loss are recognised immediately as expenses.
70
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(i)
Financial assets (continued)
(4) Subsequent measurement
Financial assets, both available-for-sale and financial assets at fair value through profit or loss are
subsequently carried at fair value. Loans and receivables are subsequently carried at amortised
cost using the effective interest method.
Changes in fair values of available-for-sale equity securities (i.e. non-monetary items) denominated
in foreign currencies are recognised in other comprehensive income and accumulated in the
fair value reserve, together with the related currency translation differences (except for hedged
amounts). Dividend income on available-for-sale equity securities is recognised separately in
profit or loss and in accordance with Note 2(b)(4).
For investments in the non-derivative host contract of the convertible bonds, interest is
calculated using the effective interest method and is recognised in profit or loss as interest
income. Changes in the fair value of these non-derivative host contracts are recognised in other
comprehensive income and accumulated in the fair value reserve.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in
profit or loss when the changes arise.
(5)Impairment
The Group assesses at the end of each reporting period whether there is objective evidence
that a financial asset or a group of financial assets is impaired and recognises an allowance for
impairment when such evidence exists.
(i)
Loans and receivables
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy,
and default or significant delay in payments are objective evidence that these financial
assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment
allowance account which is calculated as the difference between the carrying amount
and the present value of estimated future cash flows, discounted at the original effective
interest rate. When the asset becomes uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are recognised against
the same line item in profit or loss.
The allowance for impairment loss account is reduced through profit or loss in a subsequent
period when the amount of impairment loss decreases and the related decrease can be
objectively measured. The carrying amount of the asset previously impaired is increased
to the extent that the new carrying amount does not exceed the amortised cost had no
impairment been recognised in prior periods.
(ii)
Financial assets, available-for-sale
In addition to the objective evidence of impairment described in Note 2(i)(5)(i), a significant
or prolonged decline in the fair value of an equity security below its cost is considered as
an indicator that the available-for-sale financial asset is impaired.
Haw Par Corporation Limited — annual report 2012
71
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(i)
Financial assets (continued)
(5)Impairment (continued)
(ii)
Financial assets, available-for-sale (continued)
If any evidence of impairment exists, the cumulative loss that was previously recognised
in other comprehensive income is reclassified to profit or loss. The cumulative loss is
measured as the difference between the acquisition cost (net of any principal repayments
and amortisation) and the current fair value, less any impairment loss previously recognised
as an expense. The impairment losses recognised as an expense on equity securities are
not reversed through profit or loss.
(j)
Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted
average basis. The cost of finished goods and work-in-progress comprises raw materials, direct labour,
other direct costs and related production overheads (based on normal operating capacity) but exclude
borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business,
less estimated costs of completion and applicable variable selling expenses.
(k)
Operating leases
(1) When a group company is the lessee:
Leases of property, plant and equipment where a significant portion of the risks and rewards
of ownership is retained by the lessor are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are recognised in profit or loss on
a straight-line basis over the period of the lease.
When an operating lease is terminated before the lease period has expired, any payment
required to be made to the lessor by way of penalty is recognised as an expense in the period
in which termination takes place.
(2) When a group company is the lessor:
Leases of investment properties to third parties where the Group assumes substantially all risks
and rewards incidental to ownership of the leased assets are classified as operating leases.
Rental income from operating leases (net of any incentives given to lessees) is recognised in profit
or loss on a straight-line basis over the lease term.
When an operating lease is terminated before the lease period has expired, any payment
required to be made by the lessee by way of penalty is recognised as an income in the period in
which termination takes place, provided collection is reasonably assured.
(l)
Trade and other payables
Trade and other payables are initially recognised at fair value, and subsequently measured at amortised
cost, using the effective interest method.
(m)
Income taxes
Current income tax for current and prior periods are recognised at the amounts expected to be paid
to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period.
72
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(m)
Income taxes (continued)
Deferred income tax are recognised for all deductible/taxable temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements except
when the deferred income tax arise from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and at the time of the transaction, affects neither
accounting nor taxable profit or loss.
Deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries
and associated companies, except where the timing of the reversal of the temporary difference can be
controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be
available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
(i)at the tax rates that are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting period; and
(ii) based on the tax consequence that would follow from the manner in which the Group expects,
at the end of the reporting period, to recover or settle the carrying amounts of its assets and
liabilities.
Current and deferred income taxes are recognised as income or expenses in profit or loss for the
period, except to the extent that the tax arises from a business combination or a transaction, which
is recognised directly in equity. Deferred tax arising from a business combination is adjusted against
goodwill on acquisition.
(n)
Employee benefits
(1) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities such as Central Provident Fund on a mandatory, contractual
or voluntary basis. The Group has no further payment obligations once the contributions have
been paid. The Group’s contribution are recognised as employee expense when they are due,
unless they can be capitalised as an asset.
(2)
Share-based compensation
The Group operates an equity-settled, share-based compensation plan. The fair value of
the employee services received in exchange for the grant of the options is recognised as an
expense in profit or loss with a corresponding increase in share option reserve within equity over
the vesting period. The total amount to be recognised over the vesting period is determined
by reference to the fair value of the options granted on the date of grant. Non-market vesting
conditions are included in the estimation of the number of shares under options that are expected
to become exercisable on vesting date. At the end of each reporting period, the Group revises
its estimates of the number of shares under options that are expected to become exercisable
on vesting date and recognises the impact of the revision of estimates in profit or loss, with a
corresponding adjustment to the share option reserve over the remaining vesting period.
Haw Par Corporation Limited — annual report 2012
73
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(o)
Hedging activities
The Group documents at the inception of the transaction the relationship between the hedging
instruments and hedged items, as well as its risk management objective and strategies for undertaking
various hedge transactions. The Group also documents its assessment, both at hedge inception
and on an ongoing basis, on whether the derivatives designated as hedging instruments are highly
effective in offsetting changes in fair value or cash flows of the hedged items. A non-derivative financial
asset or non-derivative financial liability may be designated as a hedging instrument for a hedge of a
foreign currency risk.
The fair value changes on the hedged item resulting from currency risk are recognised in profit or loss.
The fair value changes on the portion of the hedging instrument designated as fair value hedges are
recognised in profit or loss within the same line item as the fair value changes from the hedged item.
(p)
Fair value estimation
The fair values of current financial assets and liabilities, carried at amortised cost, are assumed to
approximate their carrying amounts.
The fair values of financial instruments traded in active markets (such as exchange-traded and overthe-counter securities and derivatives) are based on quoted market prices obtained from stock
exchange at the end of the reporting period. The quoted market prices used for financial assets held
by the Group are the current bid prices; the appropriate quoted market prices for financial liabilities
are the current asking prices.
The fair values of financial instruments that are not traded in an active market are determined by using
valuation techniques. The Group uses a variety of methods such as estimated discounted cash flow
analyses.
(q)
Currency translation
(1) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the
currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial statements of the Group are presented in Singapore
Dollar, which is the Company’s functional currency.
(2) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated
into the functional currency using the exchange rates prevailing at the dates of transactions.
Currency translation gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies at the
closing rates at the end of the reporting period are recognised in profit or loss, except for
currency translation differences on the net investment in foreign operations, borrowings in foreign
currencies and other currency instruments designated and qualifying as net investment hedges
for foreign operations, which are included in other comprehensive income and accumulated in
the foreign currency translation reserve within equity.
When a foreign operation is disposed of or any borrowings forming part of the net investment of
the foreign operation are repaid, a proportionate share of the accumulated translation differences
is reclassified to profit or loss, as part of the gain or loss on disposal.
74
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(q)
Currency translation (continued)
(2) Transactions and balances (continued)
Non-monetary items that are measured at fair values in foreign currencies are translated using the
exchange rates at the date when the fair values are determined. Currency translation differences
on non-monetary items whereby gains or losses are recognised in other comprehensive income,
such as equity investments classified as available-for-sale financial assets are included in the
fair value reserve.
(3) Translation of Group entities’ financial statements
The results and financial position of Group entities (none of which has the currency of a
hyperinflationary economy) that are in functional currencies different from the presentation
currency are translated into the presentation currency as follows:
(i)Assets and liabilities are translated at the closing rates at the reporting date;
(ii)Income and expenses are translated at average exchange rates (unless this average is
not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case, income and expenses are translated at the dates of the
transactions); and
(ii)
All resulting currency exchange differences are recognised in other comprehensive income
and accumulated in currency translation reserve within equity.
Goodwill and fair value adjustments arising from the acquisition of a foreign entity on or after
1 January 2005 are treated as assets and liabilities of the foreign entity and translated at the
closing rates at the date of the end of the reporting date. For acquisitions prior to 1 January
2005, the exchange rates at the dates of the acquisition are used.
(r)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Executive Committee and Investment Committee whose members are responsible for allocating
resources and assessing performance of the operating segments.
(s)
Cash and cash equivalents
For purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents
include cash and bank balances, deposits with financial institutions, bank overdrafts, if any and excludes
bank deposits pledged as security.
(t)
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new
ordinary shares are deducted against the share capital account. When the Company’s ordinary shares
are repurchased, the weighted average cost of each share is written off against the share capital, with
the remaining amounts written off against the retained earnings of the Company.
(u)
Dividends
Dividends to the Company’s shareholders are recognised when the dividends are approved by the
shareholders.
Haw Par Corporation Limited — annual report 2012
75
Notes to The Financial Statements
For the financial year ended 31 December 2012
2.Significant accounting policies (continued)
(v) Government grants
Grants from the government are recognised as a receivable at their fair value when there is reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate on a systematic basis. Government
grants relating to expenses are shown separately as other income.
(w)
Financial guarantees
The Company had issued corporate guarantees to banks for credit facilities of its subsidiaries. These
guarantees are financial guarantee contracts as they require the Company to reimburse the banks
if the subsidiaries fail to make principal or interest payments when due in accordance with terms of
their credit facilities.
Financial guarantee contracts are initially recognised at their fair values plus transaction costs in the
Company’s statement of financial position.
Financial guarantee contracts are subsequently amortised to profit or loss over the period of the
subsidiaries’ borrowings, unless it is probable that the Company will reimburse the bank for an
amount higher than the unamortised amount. In this case, the financial guarantee contracts shall be
carried at the expected amount payable to the bank in the Company’s statement of financial position.
(x)
Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer
settlement for at least 12 months after the end of the reporting period, in which case, they are
presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in profit or loss over the period of the borrowings using the effective interest
method.
Borrowing costs are recognised in profit or loss using the effective interest method.
3.Critical accounting estimates and judgements
Estimates, assumptions and judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal to the related actual results. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below.
Impairment of goodwill and property, plant and equipment
The Group tests annually whether goodwill and property, plant and equipment have suffered any
impairment, in accordance with the accounting policy stated in Note 2(h)(1) and Note 2(h)(2) respectively. The
recoverable amounts of these assets and where applicable, cash-generating units, have been determined
based on value-in-use calculations. These calculations require the use of estimates. Based on the positive
recoverable amount that exceeded the carrying amount of goodwill and property, plant and equipment,
there is no impairment.
76
Notes to The Financial Statements
For the financial year ended 31 December 2012
3.Critical accounting estimates and judgements (continued)
Impairment of goodwill and property, plant and equipment (continued)
As the estimates and assumptions used are reasonably conservative, it will require a significant variation
to the estimates and assumptions to result in any impairment adjustments. Please refer to Note 16(a) for
details on goodwill impairment tests.
4.Revenue
Revenue of the Group represents invoiced sales and services, and rental income but excludes dividend
income, interest income and intra-group transactions.
The Group
2012
2011
$’000
$’000
Sale of goods
Rendering of services
Rental income
97,791
24,483
17,075
139,349
88,515
27,409
16,751
132,675
5.Other income
The Group
2012
2011
$’000
$’000
Investment income from gross one-tier dividends
from quoted equity investments
Gain on disposal of available-for-sale financial assets
Write-back of unclaimed dividends
Interest income from:
–Deposits
–Available-for-sale financial assets
Service and rental fee
Miscellaneous income
49,854
235
214
55,192
–
74
635
444
1,079
905
617
52,904
458
229
687
948
2,152
59,053
Note:
In the previous financial year 2011, approximately $33,058,000 of dividends were non-cash and shares obtained in lieu of dividends.
6.Other losses
The Group
2012
2011
$’000
$’000
Impairment loss of property, plant and equipment (Note 11)
Haw Par Corporation Limited — annual report 2012
–
12,553
77
Notes to The Financial Statements
For the financial year ended 31 December 2012
7.Nature of expenses
The Group
2012
2011
$’000
$’000
Purchase of inventories
Changes in inventories
Sales and marketing expenses
Employee benefits (Note 27(a))
Depreciation of property, plant and equipment (Note 11)
Utilities
Repair & Maintenance
Loss on disposal of available-for-sale financial assets
Property Tax
Foreign exchange loss, net
Auditors’ remuneration:
–Auditor of the Company:
–audit fees
–non-audit fees
–under provision of audit fees in respect of prior year
–Other auditors:
–audit fees
–non-audit fees
Professional & legal fee
Allowance/(Write-back of allowance) for impairment of receivables
Trademark expenses
Finance expense
Property, plant and equipment written off
Inventories written down
Loss on disposal of property, plant and equipment
37,153
(1,787)
35,366
24,868
21,506
4,556
3,922
3,235
2,120
2,108
1,852
30,841
896
31,737
21,301
20,622
5,522
4,209
3,319
–
2,272
742
376
163
5
373
19
–
53
31
480
354
310
245
76
66
23
33
5
1,744
(8)
317
64
123
251
221
8.Taxation
The Group
2012
2011
$’000
$’000
(restated)
Tax expense attributable to profit is made up of:
Current taxation
Current year:
–Singapore
–Overseas
Over provision in respect of previous years:
–Singapore
–Overseas
78
5,906
1,901
7,807
5,802
2,192
7,994
(74)
(2)
(76)
(1,872)
(93)
(1,965)
Notes to The Financial Statements
For the financial year ended 31 December 2012
8.Taxation (continued)
The Group
2012
2011
$’000
$’000
(restated)
Deferred taxation
Origination and reversal of temporary differences:
–Singapore
–Overseas
Over provision in respect of previous years:
–Singapore
–Overseas
(209)
(75)
(284)
(113)
393
280
(86)
–
(86)
7,361
–
(79)
(79)
6,230
The tax expense on accounting profit differs from the amount that would arise using the Singapore standard
rate of income tax due to the following:
Profit before taxation
Share of profit of associated companies, net of tax and gain/(loss)
on dilution of investment in an associated company (net)
Profit before taxation and share of profit of associated companies and
gain/(loss) on dilution of investment in an associated company (net)
Taxation at applicable Singapore tax rate of 17% (2011: 17%)
Adjustments:
–Tax rate difference in subsidiaries
–Tax effect of expenses not deductible for tax purposes
–Tax effect of income not subject to tax
–Tax rebates and exemptions
–Utilisation of tax losses not recognised in previous years
–Deferred income tax asset not recognised
–(Originating)/reversal of previous years’ temporary differences
–Over provision in respect of previous years
–Other
Taxation expense
2012
$’000
2011
$’000
(restated)
127,326
86,375
(19,308)
(8,656)
108,018
77,719
18,363
13,212
868
1,564
(12,662)
(358)
(161)
263
(381)
(162)
27
7,361
461
4,968
(10,869)
(363)
(73)
716
31
(2,044)
191
6,230
There is no tax charge/credit relating to the component of other comprehensive income except for fair
value gains/(losses) on available-for-sale financial assets for which the deferred tax relating to it is disclosed
in Note 22 to the financial statements.
Haw Par Corporation Limited — annual report 2012
79
Notes to The Financial Statements
For the financial year ended 31 December 2012
9.
Dividends paid
The Group and
the Company
2012
2011
$’000
$’000
Ordinary dividends paid:
Final exempt 2011 dividend of 14 cents per share
(2011: Final 2010 dividend of 14 cents per share)
Interim exempt 2012 dividend of 6 cents per
share (2011: 6 cents per share)
Dividend per share (net of tax)
27,724
27,722
11,883
39,607
11,881
39,603
20.0 cents
20.0 cents
The Directors recommend a final tax exempt one-tier dividend of 14 cents per share, amounting to
approximately $27.7 million to be paid for the financial year ended 31 December 2012 (2011: 14 cents per
share amounting to approximately $27.7 million). These financial statements do not reflect this dividend,
which will be accounted for in the shareholders’ equity as an appropriation of revenue reserve in the
financial year ending 31 December 2013.
10.Earnings per share
The Group
2012
2011
$’000
$’000
(restated)
119,965
79,808
’000
’000
198,073
40
197,992
13
198,113
198,005
– Basic
60.6 cents
40.3 cents
– Diluted
60.6 cents
40.3 cents
Earnings for the financial year
Weighted average number of ordinary shares for calculation of
basic earnings per share
Dilution adjustment for share options
Adjusted weighted average number of shares for calculation of
diluted earnings per share
Earnings per share attributable to equity holders of the Company
80
Notes to The Financial Statements
For the financial year ended 31 December 2012
10.Earnings per share (continued)
Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company
by the weighted average number of ordinary shares outstanding during the financial year.
The diluted earnings per share is adjusted for the effects of all dilutive potential ordinary shares. The
Company has one category of dilutive potential ordinary shares which is share options. A calculation is
carried out to determine the number of shares that could have been issued at fair value (determined as
the average annual market share price of the Company’s shares) based on the monetary value of the
subscription rights attached to outstanding share options. The number of shares calculated is compared
with the number of shares that would have been issued assuming the exercise of the share options.
The difference is added to the denominator as an issuance of ordinary shares for no consideration. No
adjustment is made to earnings (numerator).
11.Property, plant and equipment
Leasehold
land and
buildings
$’000
Plant,
equipment,
furniture
and
vehicles
$’000
Cost
At 1 January 2012
Additions
Disposals/write-offs
Reclassification of asset
Currency translation differences
At 31 December 2012
35,432
1,433
(12)
7,891
(592)
44,152
46,568
4,184
(382)
2,513
(251)
52,632
719
46
(52)
–
(4)
709
10,825
–
–
(10,404)
(421)
–
93,544
5,663
(446)
–
(1,268)
97,493
Accumulated depreciation and
impairment losses
At 1 January 2012
Charge for 2012
Disposals/write-offs
Currency translation differences
At 31 December 2012
20,104
1,759
–
(212)
21,651
34,966
2,756
(317)
(134)
37,271
609
41
(22)
(4)
624
–
–
–
–
–
55,679
4,556
(339)
(350)
59,546
Net book value
At 31 December 2012
22,501
15,361
85
–
37,947
Marine Constructionlivestock
in-progress
$’000
$’000
Total
$’000
The Group
Haw Par Corporation Limited — annual report 2012
81
Notes to The Financial Statements
For the financial year ended 31 December 2012
11.Property, plant and equipment (continued)
Leasehold
land and
buildings
$’000
Plant,
equipment,
furniture
and
vehicles
$’000
Cost
At 1 January 2011
Additions
Disposals/write-offs
Impairment losses (Note 6)
Currency translation differences
At 31 December 2011
43,681
1,061
(4)
(8,770)
(536)
35,432
50,052
3,093
(669)
(5,796)
(112)
46,568
1,159
125
(556)
–
(9)
719
2,117
8,604
–
–
104
10,825
97,009
12,883
(1,229)
(14,566)
(553)
93,544
Accumulated depreciation
and impairment losses
At 1 January 2011
Charge for 2011
Disposals/write-offs
Impairment losses (Note 6)
Currency translation differences
At 31 December 2011
18,973
1,981
(3)
(667)
(180)
20,104
33,458
3,435
(542)
(1,346)
(39)
34,966
730
106
(224)
–
(3)
609
–
–
–
–
–
–
53,161
5,522
(769)
(2,013)
(222)
55,679
Net book value
At 31 December 2011
15,328
11,602
110
10,825
37,865
Marine Constructionlivestock
in-progress
$’000
$’000
Total
$’000
The Group
Included in leasehold land and buildings is land use rights amounting to $1,003,000 (2011: $1,054,000).
In the previous financial year 2011, an oceanarium in Leisure division had ceased its operations and all its
property, plant and equipment has been fully impaired, resulting in an impairment loss of $12,553,000.
12.Investment properties
The Group
2012
2011
$’000
$’000
82
Beginning of financial year
Additions
Improvements
Fair value gains/(losses) on investment properties recognised in profit or loss
Currency translation differences
End of financial year
187,039
–
2,446
23,492
(1,432)
211,545
181,642
5,353
701
(97)
(560)
187,039
At valuation:
Freehold and 999-year leasehold properties
Leasehold properties
44,545
167,000
41,839
145,200
Notes to The Financial Statements
For the financial year ended 31 December 2012
12.Investment properties (continued)
All investment properties of the Group are based on open market valuations carried out by independent
professional valuers annually based on the properties’ highest-and-best-use using the Direct Market
Comparison Method.
Investment properties are mainly leased to third parties under operating leases (Note 26(b)).
Certain investment properties valued at approximately $167,000,000 (2011: $145,200,000) are pledged to
the banks as security for bank credit facilities (Note 21).
Fair value changes of investment properties amounting to gains of approximately $23,492,000 (2011:
losses of $97,000) are non-cash in nature.
The following amounts are recognised in profit or loss:
The Group
2012
2011
$’000
$’000
Rental income (Note 4)
Direct operating expenses arising from investment properties that
generated rental income
The details of the Group’s investment properties are as follows:
Investment
properties
Description
Haw Par Glass Tower
178 Clemenceau
Avenue
Singapore 239926
17,075
16,751
(5,128)
(4,887)
Tenure
of land
Independent Valuation
valuer
date
9-storey office building on a
land area of 899 square metres.
The lettable area is 3,316
square metres.
99-year lease
from 2 June
1970
DTZ
Debenham
Tie Leung
(SEA) Pte Ltd
31 December
2012
Haw Par Centre
180 Clemenceau
Avenue
Singapore 239922
6-storey office building on a
land area of 2,464 square
metres. The lettable area is
10,251 square metres.
99-year lease
from
1 September
1952
DTZ
Debenham
Tie Leung
(SEA) Pte Ltd
31 December
2012
Haw Par Technocentre
401 Commonwealth
Drive
Singapore 149598
7-storey industrial building on
a land area of 8,131 square
metres. The lettable area is
15,700 square metres.
99-year lease
from 1 March
1963
DTZ
Debenham
Tie Leung
(SEA) Pte Ltd
31 December
2012
Menara Haw Par
Lot 242, Jalan Sultan
Ismail, 50250
Kuala Lumpur
Malaysia
Freehold
32-storey office building on a
land area of 2,636 square metres
and a parcel of commercial land
of 1,294 square metres. The
lettable area of the building is
16,074 square metres.
DTZ Nawawi
Tie Leung
Property
Consultants
Sdn Bhd
31 December
2012
Westlands Centre
Units 1405-1407
Westlands Centre
20 Westlands Road
Quarry Bay
Hong Kong
3 units of office/ industrial space 999-year lease DTZ
with a lettable area of 475
Debenham
square metres.
Tie Leung
Limited
Haw Par Corporation Limited — annual report 2012
31 December
2012
83
Notes to The Financial Statements
For the financial year ended 31 December 2012
13.Investment in subsidiaries
The Company
2012
2011
$’000
$’000
Equity investments at cost:
Unquoted, at written down cost
Allowance for impairment in value
421,095
(39,138)
381,957
421,095
(39,138)
381,957
Details of significant subsidiaries are shown in Note 31.
The Company
2012
2011
$’000
$’000
Equity investments at cost:
Beginning and end of financial year
421,095
421,095
In July 2011, the Group acquired 45% of the issued share capital of Underwater World Pattaya Ltd for
$5,134,000. This resulted in the Group’s effective equity interest in Underwater World Pattaya Ltd being
raised from 46.6% to 91.6%. As this was a transaction with non-controlling shareholders, the difference
of $2,502,000 between the cash consideration paid and the Group’s additional share of the net assets
was recognised directly in revenue reserve in the consolidated statement of financial position as at
31 December 2011.
The effects of changes in ownership interest in a subsidiary are as follows:
The Group
2012
2011
$’000
$’000
Consideration paid
Carrying amount of net assets acquired
Foreign currency translation reserve
Difference recognised in revenue reserve
84
–
–
–
–
5,134
(7,541)
(95)
(2,502)
Notes to The Financial Statements
For the financial year ended 31 December 2012
14.Investment in associated companies
The Group
2012
2011
$’000
$’000
2,895
Equity investment at cost
100,468
1,311
91,702
–
19,235
73
19,308
9,971
(1,315)
8,656
(551)
3,110
Dividends received/receivable
Currency translation differences
End of financial year
1,750
1,199
(600)
(7,202)
114,484
(241)
2,869
(2,505)
(254)
100,468
The summarised Group’s share of financial
information of associated companies are
as follows:
–Assets
–Liabilities
–Revenues
–Net profit
130,406
(15,873)
67,768
19,235
120,218
(15,905)
73,104
9,971
Share of associated companies contingent
liabilities incurred jointly with other investors
–
–
Contingent liabilities relating to liabilities
of associates for which the Group is
severally liable
–
–
Beginning of financial year
Addition
Credited/(charged) to profit or loss:
– Share of profits (Note a)
–Gain/(loss) on dilution (net)
(Charged)/credited to other
comprehensive income/(expense):
–Share of translation reserves
–Share of other comprehensive
income/(expense)
The Company
2012
2011
$’000
$’000
2,895
a)Share of profits included an exceptional gain from the sale of an associated company that is not
expected to recur.
b)The investment in a Hong Kong Stock Exchange listed associate has a cost denominated in Hong
Kong dollars with a Singapore-dollars equivalent of $44,578,000 (2011: $43,267,000). The fair value
at the end of the reporting period is $147,508,000 (2011: $86,725,706). This is based on its quoted
bid price as at 31 December 2012 and the exchange rate of $1 = HK$6.37 (2011: $1 = HK$5.95).
Haw Par Corporation Limited — annual report 2012
85
Notes to The Financial Statements
For the financial year ended 31 December 2012
14.Investment in associated companies (continued)
Investments in associated companies at 31 December 2012 include intangible assets of $1,956,000
(2011: $2,125,000).
Details of associated companies are set out in Note 31. Note 31(iv) explains the basis of equity accounting
for an associated company, which has a different financial year end.
15. Available-for-sale financial assets
The Group
2012
2011
$’000
$’000
Beginning of financial year
Additions
Fair value gains/(losses) recognised in
other comprehensive income
Amortisation of discount
Disposals
Currency translation differences
End of financial year
Less: Non-current portion
Current portion
The Company
2012
2011
$’000
$’000
1,421,681
11,867
1,574,861
63,536
427
–
455
–
403,178
167
(20,312)
(737)
1,815,844
(1,446,017)
369,827
(217,818)
104
–
998
1,421,681
(1,117,520)
304,161
(26)
–
–
–
401
(401)
–
(28)
–
–
–
427
(427)
–
Available-for-sale financial assets are analysed as follows:
The Group
2012
2011
$’000
$’000
Quoted investments
– Equity securities
– Debt securities
Unquoted investments
1,815,300
–
544
1,815,844
1,401,878
19,267
536
1,421,681
The Company
2012
2011
$’000
$’000
–
–
401
401
–
–
427
427
The quoted investments are mainly listed in Singapore (Note 28(a)) and held in Singapore.
In the previous financial year 2011, approximately $33,058,000 of additions were non-cash and shares
obtained in lieu of dividends.
Certain available-for-sale financial assets valued at $174,828,000 (2011: $165,013,000) are pledged as
security for bank credit facilities (Note 21).
86
Notes to The Financial Statements
For the financial year ended 31 December 2012
16.Intangible assets
The Group
2012
2011
$’000
$’000
Goodwill on consolidation
Trademarks and deferred expenditure
11,116
–
11,116
11,116
–
11,116
The Company
2012
2011
$’000
$’000
–
–
–
–
–
–
(a)
Goodwill on consolidation
The Group
2012
2011
$’000
$’000
Cost
Balance at beginning and end of financial year
11,116
11,116
Impairment test for goodwill
The goodwill is allocated to the healthcare division of the Group, which is regarded as a cashgenerating unit (“CGU”).
During the financial year, the Group has determined that there is no impairment of its CGU containing
the goodwill. The recoverable amount (i.e. higher of value-in-use and fair value less costs to sell) of
the CGU is determined on the basis of value-in-use calculations. These calculations incorporate cash
flow projections by management covering a twenty-year period.
Key assumptions used for value-in-use calculations:
Discount rate 6.3% (2011: 6.74%)
Growth rate
0.0% (2011: 0.00%)
These assumptions have been used for the analysis of the CGU. The discount rate used is post-tax
and reflects specific risks relating to the healthcare division. Management has used a 0% growth rate
on grounds of prudence.
Haw Par Corporation Limited — annual report 2012
87
Notes to The Financial Statements
For the financial year ended 31 December 2012
16.Intangible assets (continued)
(b)
Trademarks and deferred expenditure
Deferred
Trademarks expenditure
$’000
$’000
The Group
Net book value
2012
Beginning and end of financial year
–
–
2011
Beginning and end of financial year
–
–
3,200
(3,200)
–
1,400
(1,400)
–
At 31 December 2012 and 2011:
Cost
Less: Accumulated amortisation
Net book value
Trademarks
$’000
The Company
Balance at 1 January and 31 December 2012,
net of accumulated amortisation
At 31 December 2012:
Cost
Less: Accumulated amortisation
Net book value
–
2,000
(2,000)
–
The Company and its wholly-owned subsidiary, Haw Par Brothers International (HK) Ltd (“HPBIHK”)
own the “Tiger” (Cost: $2.0 million) and “Kwan Loong” (“Double Lion”) (Cost: HK$5.58 million)
trademarks respectively. The Company and HPBIHK (together “the Licensors”), licensed to Haw
Par Healthcare Limited (“HPH”), another wholly-owned subsidiary, the exclusive right to manufacture,
distribute, market and sell “Tiger” and “Kwan Loong” products worldwide until 31 December 2012.
These licensing arrangements have been renewed for a further period of 25 years until 31 December
2037 and can be renewable for a further period of 25 years on terms to be mutually agreed between
the Licensors and HPH.
88
Notes to The Financial Statements
For the financial year ended 31 December 2012
17.Inventories
The Group
2012
2011
$’000
$’000
292
6,850
2,958
10,100
Trading stocks
Manufacturing stocks
Finished stocks
Total
284
6,079
2,016
8,379
The cost of inventories recognised as expense and included in “Cost of sales” amounted to $35,366,000
(2011: $31,737,000).
During the financial year, the Group recognised inventories written down of $66,000 (2011: $251,000). The
inventories written off have been included in “Cost of sales” in profit or loss.
18.Trade and other receivables
The Group
2012
2011
$’000
$’000
Trade receivables
Less: Allowance for impairment
of receivables
Trade receivables (net)
Advances to subsidiaries
Deposits
Dividend receivable
Interest receivable
Sundry receivables
Less:Allowance for impairment of
other receivables
Other receivables (net)
Total
The Company
2012
2011
$’000
$’000
14,845
15,301
1,865
1,620
(330)
14,515
–
15,301
–
1,865
–
1,620
–
1,187
–
115
1,977
–
1,574
1,905
310
1,927
87,650
4
–
90
55
133,598
4
–
–
67
(15)
3,264
–
5,716
–
87,799
–
133,669
17,779
21,017
89,664
135,289
Advances to subsidiaries by the Company are non-trade, unsecured, interest-free (2011: interest-free) and
are repayable on demand. The carrying values of the advances approximate their fair values.
The carrying amounts of deposit, dividends and interest receivables and sundry receivables approximate
their fair values.
Haw Par Corporation Limited — annual report 2012
89
Notes to The Financial Statements
For the financial year ended 31 December 2012
19.Cash and cash equivalents
The Group
2012
2011
$’000
$’000
Short term bank deposits
Cash at bank and on hand
133,116
17,999
151,115
72,952
16,023
88,975
The Company
2012
2011
$’000
$’000
126,390
2,099
128,489
55,719
1,239
56,958
The carrying amounts of cash and cash equivalents approximate their fair values.
Included in the cash and cash equivalents are bank deposits and cash on hand amounting to $3,639,000
(2011: $5,379,000) which is less freely remittable for use by the Group because of currency exchange
restrictions.
Cash and cash equivalents included in the consolidated statement of cash flows comprise the following:
The Group
2012
2011
$’000
$’000
Deposits with banks and financial institutions
Cash and bank balances
Less: Bank deposits pledged for banking facilities
Cash and cash equivalents per consolidated statement of cash flows
133,116
17,999
(1,655)
149,460
72,952
16,023
(1,545)
87,430
20.Trade and other payables
The Group
2012
2011
$’000
$’000
Trade creditors
Bills payable (trade)
Accrued advertisement and
promotion expenses
Accrued repairs and maintenance
Sundry accruals
Other creditors
Rental deposits
Unclaimed dividends
Interest payable
Advances from subsidiaries
The Company
2012
2011
$’000
$’000
4,349
19
3,842
78
–
–
–
–
17,726
479
5,538
3,752
4,957
1,482
20
–
38,322
14,303
711
4,890
4,146
4,837
1,307
28
–
34,142
–
–
814
330
–
1,435
20
121,817
124,416
–
–
990
210
–
1,288
28
128,235
130,751
The carrying values of trade creditors and advances approximate their fair values.
Advances from subsidiaries are non-trade, unsecured, interest free and are repayable on demand.
90
Notes to The Financial Statements
For the financial year ended 31 December 2012
21.Borrowings
The Group and the
Company
2012
2011
$’000
$’000
Current
Bank borrowings
23,028
12,407
Bank borrowings and credit facilities of the Group are secured over certain available-for-sale financial
assets (Note 15) and certain investment properties (Note 12).
The carrying value of bank borrowings approximates its fair value.
22. Deferred income taxation
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current
income tax assets against current income tax liabilities and when the deferred income taxes relate to the
same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the statement
of financial position as follows:
2012
$’000
Deferred income tax assets
–to be recovered within
12 months
–to be recovered after more
than 12 months
Deferred income tax
liabilities
–to be settled within
12 months
–to be settled after more
than 12 months
Haw Par Corporation Limited — annual report 2012
The Group
2011
2010
$’000
$’000
(restated)
(restated)
The Company
2012
2011
$’000
$’000
(485)
(480)
(540)
–
–
(117)
(602)
(121)
(601)
(288)
(828)
–
–
–
–
200
1,101
240
–
–
49,089
49,289
34,128
35,229
44,125
44,365
–
–
–
–
48,687
34,628
43,537
–
–
91
Notes to The Financial Statements
For the financial year ended 31 December 2012
22. Deferred income taxation (continued)
The movements in the deferred income tax account are as follows:
The Group
2012
2011
$’000
$’000
(restated)
The Company
2012
2011
$’000
$’000
Beginning of financial year
Effects of adopting amendments to FRS 12
Balance at beginning of financial year,
as restated (Note 2a)
43,664
(9,036)
53,536
(9,999)
–
–
–
–
34,628
43,537
–
–
Tax credited/(charged) to fair value reserve:
– changes in fair value
14,410
(9,138)
–
–
28
(398)
(370)
–
201
201
–
–
–
–
–
–
19
48,687
28
34,628
–
–
–
–
Tax (credited)/charged to profit or loss:
– change in tax rate
– others
Currency translation differences
End of financial year
Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of
the related tax benefits through future taxable profits is probable. The Group has unrecognised deferred
income tax assets arising from tax losses of $22.8 million (2011: $26.9 million) at the end of the reporting
period. These tax losses can be carried forward and used to offset against future taxable income subject to
meeting certain statutory requirements by those companies in their respective countries of incorporation.
These tax losses have no expiry date.
The Group’s and Company’s deferred tax liabilities have been computed based on the corporate tax rate
and tax laws prevailing at the end of the reporting period.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the
current year. For the financial year ended 31 December 2011, deferred income tax asset of $601,000
(2010: $828,000) has been reclassified from deferred income tax liabilities to deferred income tax asset in
the statement of financial position in order to better reflect the nature of the deferred income tax account.
92
Notes to The Financial Statements
For the financial year ended 31 December 2012
22. Deferred income taxation (continued)
The Group
The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the
same tax jurisdiction) during the financial year are as follows:
Deferred income tax liabilities
Fair value
changes
on current
availableFair value
for-sale Accelerated changes on
financial
tax investment
assets depreciation
properties
$’000
$’000
$’000
2012
Beginning of financial year,
as previously reported
Effects of adopting Amendments to FRS 12
Balance at 1 January 2012, as restated
(Note 2a)
Credited to equity:
–changes in fair value
(Credited)/charged to profit or loss:
–others
Currency translation differences
End of financial year
2011
Beginning of financial year,
as previously reported
Effects of adopting Amendments to FRS 12
Balance at 1 January 2011, as restated
(Note 2a)
Credited to equity:
–changes in fair value
Charged to profit or loss:
–others
Currency translation differences
End of financial year
Haw Par Corporation Limited — annual report 2012
Total
$’000
33,297
–
33,297
1,932
–
1,932
9,036
(9,036)
–
44,265
(9,036)
35,229
14,410
–
–
14,410
–
–
47,707
(347)
(3)
1,582
–
–
–
(347)
(3)
49,289
42,435
–
42,435
1,930
–
1,930
9,999
(9,999)
–
54,364
(9,999)
44,365
(9,138)
–
–
(9,138)
–
–
33,297
2
–
1,932
–
–
–
2
–
35,229
93
Notes to The Financial Statements
For the financial year ended 31 December 2012
22. Deferred income taxation (continued)
The Group (continued)
Deferred income tax assets
Payables
$’000
Tax losses
$’000
Total
$’000
2012
Beginning of financial year
Charged/(credited) to profit or loss
Currency translation differences
End of financial year
(246)
(166)
10
(402)
(355)
143
12
(200)
(601)
(23)
22
(602)
2011
Beginning of financial year
Charged to profit or loss
Currency translation differences
End of financial year
(357)
100
11
(246)
(471)
99
17
(355)
(828)
199
28
(601)
Number
of shares
�000
Amount
$’000
198,016
242,127
168
198,184
987
243,114
197,880
241,355
136
198,016
772
242,127
23.Share capital
The Group and the Company
2012
Beginning of financial year
Issue 168,000 ordinary shares by virtue of exercise of
share options (Note 27(c))
End of financial year
2011
Beginning of financial year
Issue 136,000 ordinary shares by virtue of exercise of
share options (Note 27(c))
End of financial year
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All
ordinary shares carry one vote per share without restriction.
Please refer to Note 27(b) for details of share options.
94
Notes to The Financial Statements
For the financial year ended 31 December 2012
24.Related party transactions
In addition to other related party information disclosed elsewhere in the financial statements, the following
transactions have been carried out between the Group and its related parties at terms agreed between the
parties during the financial year:
(a)Purchase of shares in an associated company
During the financial year, an executive director and a key management personnel, who are nominee
directors in an associated company, were granted share options by the associated company. Upon
exercising the share options, the shares were sold by the nominee directors to the Group at cost of
approximately $1,311,000.
(b)Share options granted to key management
The aggregate number of share options granted and accepted to the key management of the Group
during the financial year is 195,000 (2011: 249,000). The share options have been granted on the
same terms and conditions as those offered to the other employees of the Company (Note 27(b)).
The aggregate number of share options granted to the key management of the Group outstanding as
at the end of the financial year is 602,000 (2011: 877,000).
(c) Key management’s remuneration
The key management’s remuneration includes fees, salary, bonus, commission and other emoluments
(including benefits-in-kind) computed based on the cost incurred by the Group and the Company, and
where the Group or Company do not incur any costs, the value of the benefit. The key management’s
remuneration is as follows:
The Group
2012
2011
$’000
$’000
Directors’ fees, salaries and other short-term employee benefits
Employer’s contribution to Central Provident Fund and
other defined contribution plans
Share options granted
3,548
4,019
94
145
3,787
87
175
4,281
Total compensation to directors of the Company included in the above amounted to $1,944,000
(2011: $2,428,000).
25.Contingent liabilities
Contingent liabilities relating to guarantees are:
The Group and The
Company
2012
2011
$’000
$’000
In respect of guarantees given to banks in connection
with facilities granted to subsidiaries
Haw Par Corporation Limited — annual report 2012
68
68
95
Notes to The Financial Statements
For the financial year ended 31 December 2012
26.Commitments
(a)
Capital commitments
The Group
2012
2011
$’000
$’000
Capital commitments authorised and
contracted but not provided for in the
consolidated financial statements
1,903
5,545
The Company
2012
2011
$’000
$’000
–
–
The capital commitments above relate to construction of/purchases of property, plant and equipment
and improvements to investment properties.
(b)
Operating lease commitments
As a lessee
The Group leases certain offices, warehouses, and other premises under non-cancellable lease
arrangements. Certain premises are further sub-leased to third parties under non-cancellable
sub-lease agreements.
The Group
2012
2011
$’000
$’000
Lease rental expense
Sub-lease rental income recognised in consolidated
income statement
1,670
2,289
(1,003)
(1,033)
Future minimum rentals payable under non-cancellable operating leases contracted for as of
31 December but not recognised as liabilities are as follows:
The Group
2012
2011
$’000
$’000
Within one year
Between one year and five years
After five years
486
1,878
1,518
3,882
1,040
3,746
13,060
17,846
As a lessor
The Group owns certain investment properties, which are tenanted under non-cancellable lease
arrangements.
Future minimum rentals receivable under non-cancellable operating leases contracted for as of
31 December but not recognised as receivables are as follows:
The Group
2012
2011
$’000
$’000
Within one year
Between one year and five years
96
16,347
15,245
31,592
17,757
16,863
34,620
Notes to The Financial Statements
For the financial year ended 31 December 2012
27.Employee benefits
The Group
2012
2011
$’000
$’000
(a)
Staff costs (including Executive Directors):
–salaries, bonuses and other costs
–employer’s contribution to Central Provident Fund and
other defined contribution plans
–expensing of share options
Key management’s remuneration is disclosed in Note (24(c)).
19,852
18,985
1,481
173
21,506
1,363
274
20,622
(b)
The Company operates the Haw Par Corporation Group 2002 Share Option Scheme (“2002
Scheme”). The 2002 Scheme was approved by members of the Company on 22 May 2002 and
further extended to 2017 on 20 April 2011.
The 2002 Scheme grants non-transferable options to selected employees and includes the
participation by the non-executive directors. The maximum life-span of exercising the options is 10
years (exercise period). The options are exercisable beginning on the first anniversary from the date
when the options are granted or the second anniversary if the options are granted at a discount to the
market price under the 2002 Scheme. Once the options are vested, they are exercisable for a period
of four years. The options may be exercised in full or in part in respect of 1,000 shares or any multiple
thereof, on the payment of the exercise price. The Group has no legal or constructive obligation to
repurchase or settle the options in cash. The exercise price is equivalent to the average of the last
dealt price for the share for five consecutive market days immediately before the offer date (“market
price”) at the time of grant and can be set at discounts of up to 20% to the market price under the
2002 Scheme.
During the financial year, options for 442,000 shares were granted to qualifying employees on 1
March 2012 (“2012 Options”), of which 365,000 were accepted. The fair value of the options granted
using the Trinomial valuation model is approximately $204,000. The significant inputs into the model
are exercise price of $5.95 at the grant date, standard deviation of expected share price returns of
14%, 5-year option life and annual risk-free interest rate of 0.2% per annum. The volatility measured
at the standard deviation of expected share price returns is based on statistical analysis of daily share
prices over a historical period that matches the period to expiry of the options. The 2012 options are
exercisable from 1 March 2013 and expire on 28 February 2017.
Haw Par Corporation Limited — annual report 2012
97
Notes to The Financial Statements
For the financial year ended 31 December 2012
27.Employee benefits (continued)
(c) Information with respect to share options granted under the 2002 Scheme is as follows:
Number of shares
2012
2011
Under 2002 Scheme:
Outstanding at beginning of the financial year
Granted
Cancelled/ Expired/ Not accepted
Exercised
Outstanding at end of the financial year
Exercisable at end of the financial year
1,239,000
442,000
(527,000)
(168,000)
986,000
993,000
419,000
(37,000)
(136,000)
1,239,000
621,000
835,000
2012
2011
28.2.2017
$5.95
$2,630
29.2.2016
$6.09
$2,552
Details of share options granted during the financial year:
Expiry date
Exercise price
Aggregate proceeds if shares are issued ($’000)
Movement in the number of unissued ordinary shares under option and their exercise prices are
as follows:
Date
of grant
Number of shares covered by the options
Balance at
beginning of
financial Cancelled/
Balance
year or date
Expired/
at end of
of grant
Not
financial Exercise
(if later) accepted Exercised
year
price
Exercise period
2012
98
2.3.2007
244,000
244,000
–
–
$7.54 2.3.2008 – 1.3.2012
3.3.2008
264,000
64,000
2,000
198,000
$6.47 3.3.2009 – 2.3.2013
2.3.2009
34,000
–
4,000
30,000
$3.71 2.3.2010 – 1.3.2014
1.3.2010
293,000
68,000
121,000
104,000
$5.86 1.3.2011 – 28.2.2015
1.3.2011
404,000
74,000
41,000
289,000
$6.09 1.3.2012 – 29.2.2016
1.3.2012
442,000
1,681,000
77,000
527,000
–
168,000
365,000
986,000
$5.95 1.3.2013 – 28.2.2017
Notes to The Financial Statements
For the financial year ended 31 December 2012
27.Employee benefits (continued)
(c) Information with respect to share options granted under the 2002 Scheme is as follows: (continued)
Date
of grant
Number of shares covered by the options
Balance at
beginning of
financial
Balance
year or date
at end of
of grant Cancelled/
financial Exercise
(if later)
Expired Exercised
year
price
Exercise period
2011
2.3.2006
72,000
–
72,000
–
$5.52 2.3.2007 –1.3.2011
2.3.2007
244,000
–
–
244,000
$7.54 2.3.2008 –1.3.2012
3.3.2008
264,000
–
–
264,000
$6.47 3.3.2009 – 2.3.2013
2.3.2009
35,000
1,000
–
34,000
$3.71 2.3.2010 – 1.3.2014
1.3.2010
378,000
21,000
64,000
293,000
$5.86 1.3.2011 –28.2.2015
1.3.2011
419,000
1,412,000
15,000
37,000
–
136,000
404,000
1,239,000
$6.09 1.3.2012 –29.2.2016
28.Financial risk management
Financial risk factors
The Group’s activities expose it to market risk (including currency risk and price risk), credit risk and
liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the
unpredictability of financial markets on the Group’s financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk
management for the Group. The Investment Committee then establishes the detailed policies, such as
authority levels, oversight responsibilities, risk identification and measurement, exposure limits and hedging
strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.
Regular reports that contain the Group’s exposure to each type of financial risks are submitted to Investment
Committee.
(a)
Market risk
The Group is exposed to market risk, including primarily changes in currency exchange rates and
market prices of securities.
(1) Foreign currency risk
The Group operates in Asia and through agents/distributors in other parts of the world, with
dominant operations in Singapore. Entities in the Group regularly transact in currencies other
than their respective functional currencies (“foreign currencies”). Currency risk arises when
transactions are denominated in foreign currencies such as United States Dollar (“USD”), Hong
Kong Dollar (“HKD”) and Euro.
Haw Par Corporation Limited — annual report 2012
99
Notes to The Financial Statements
For the financial year ended 31 December 2012
28.Financial risk management (continued)
(a)
Market risk (continued)
(1) Foreign currency risk (continued)
In addition, the Group is also exposed to currency translation risks arising from its foreign
currency denominated net financial assets, which are not significant.
The Group manages its foreign currency exposures by a policy of matching, as far as possible,
receipts and payments in each individual currency. The surplus of convertible currencies are
either further matched with future foreign currency requirements or exchanged for Singapore
Dollar.
The Group also has available forward contract facilities to hedge future foreign exchange
exposure.
The foreign currency exposure of the Group’s net investment in overseas subsidiaries is managed
under the guidance of the Investment Committee.
The Group’s currency exposure of financial assets/liabilities net of those denominated in the
respective entities’ functional currency based on the information provided to key management
is as follows:
USD
$’000
HKD
$’000
Euro
$’000
Others
$’000
Total
$’000
25,768
4,816
(2,915)
(23,028)
1,623
35
–
(2,213)
–
–
586
2,251
(2,532)
–
1,299
380 26,769
319
7,386
(819)
(8,479)
– (23,028)
731
3,653
6,264
(2,178)
1,604
611
12,986
4,706
(2,985)
(12,407)
502
50
1,905
(1,667)
–
–
1,662
1,204
(2,256)
–
1,729
2,802
288
2,339
Group
At 31 December 2012
Cash and cash equivalents and
available-for-sale financial assets
Trade and other receivables
Trade and other payables
Borrowings
Add: Firm Commitments
Currency exposure on financial
assets and liabilities
6,301
At 31 December 2011
Cash and cash equivalents and
available-for-sale financial assets
Trade and other receivables
Trade and other payables
Borrowings
Add: Firm Commitments
Currency exposure on financial
assets and liabilities
1,682 16,380
414
8,229
(1,597)
(8,505)
– (12,407)
65
2,296
564
5,993
The Company does not have material foreign currency exposure as at 31 December 2012
and 2011 except for certain amounts due to a subsidiary denominated in Hong Kong Dollar
of $17,877,000 (2011: $19,317,000) and borrowings of $23,028,000 (2011: $12,407,000)
denominated in USD.
100
Notes to The Financial Statements
For the financial year ended 31 December 2012
28.Financial risk management (continued)
(a)
Market risk (continued)
(1) Foreign currency risk (continued)
A 10% (2011: 10%) weakening of Singapore Dollar against the following currencies at reporting
date would increase/(decrease) profit or loss by the amounts shown below, with all other
variables including tax rate being held constant:
USD
$’000
HKD
$’000
Euro
$’000
Others
$’000
Total
$’000
362
173
(173)
–
128
–
49
–
366
173
227
3
24
–
192
–
47
–
490
3
Group
At 31 December 2012
Profit or loss, after tax
Other comprehensive income
At 31 December 2011
Profit or loss, after tax
Other comprehensive income
A 10% (2011: 10%) strengthening of Singapore Dollar against the above currencies would have
had the equal but opposite effect on the above currencies to the amounts shown above, on the
basis that all other variables remain constant.
(2) Market price risk
The Group has substantial investments carried at fair value of $1,815.8 million (2011: $1,421.7
million) held in various forms of securities as of 31 December 2012 and have been accounted for
in accordance with the accounting policy stated in Note 2(i). These securities are mainly listed in
Singapore. The Group is not exposed to material commodity price risk.
The fair value of financial instruments traded in active markets (such as available-for-sale
securities) is based on quoted market prices at the end of the reporting period. The quoted
market price used for financial assets held by the Group is the current bid price. These
instruments are categorised as Level 1 under the fair value hierarchy as set out in the relevant
accounting standard.
The market price risk associated with these investments is the potential loss in fair value resulting
from the decrease in market prices of securities. If prices for equity and debt securities listed in
Singapore and elsewhere change by 10% (2011: 10%) with all other variables including tax rate
being held constant, the equity and other comprehensive income will be affected by:
Haw Par Corporation Limited — annual report 2012
101
Notes to The Financial Statements
For the financial year ended 31 December 2012
28.Financial risk management (continued)
(a)
Market risk (continued)
(2) Market price risk (continued)
Group
Listed in Singapore
–increased by
–decreased by
Listed elsewhere
–increased by
–decreased by
2012
$’000
2011
$’000
172,844
(172,844)
136,077
(136,077)
2,476
(2,476)
1,268
(1,268)
The above excludes investments in associated companies that could be traded in active market
but are accounted for in accordance with the accounting policies stated in Note 2(c).
The Group’s investments are managed under the guidance of the Investment Committee.
(3) Interest rate risk
The Group has insignificant financial assets or liabilities that are exposed to interest rate risks
except for bank borrowings. The Company periodically reviews its liabilities and monitors interest
rate fluctuations to ensure that the exposure to interest rate risk is within acceptable levels.
The Group does not expect to incur material losses or gains due to changes in interest rate of
the bank borrowings.
(b) Liquidity risk
As at 31 December 2012, the Group has available cash and short term bank deposits totalling $149.5
million (2011: $87.4 million). The cash and deposits, together with the available unutilised credit
facilities are expected to be sufficient to meet the funding requirements of the Group’s operations.
The Group does not have any material financial liabilities maturing more than 12 months from
31 December 2012.
(c) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group.
The maximum exposure of the Group and the Company to credit risk in the event that the counterparties
fail to perform their obligations as of 31 December 2012 in relation to each class of recognised
financial assets is the carrying amount of those assets as indicated in the statements of financial
position with the exception that the Company has the following additional exposure to credit risk:
The Company
2012
2011
$’000
$’000
Corporate guarantees provided to banks on subsidiaries’ obligations
102
68
68
Notes to The Financial Statements
For the financial year ended 31 December 2012
28.Financial risk management (continued)
(c) Credit risk (continued)
The Group’s and Company’s major classes of financial assets that are subject to credit risk are shortterm bank deposits, investments in debt securities (not applicable for 31 December 2012) and trade
receivables.
It is the Group’s policy to transact with creditworthy counterparties. In addition, the granting of material
credit limits to counterparties is reviewed and approved by senior management. The Group does not
expect to incur material credit losses on its financial assets or other financial instruments.
(i)
Financial assets that are neither past due nor impaired
Short-term bank deposits that are neither past due nor impaired are mainly deposits with banks
with high credit-ratings assigned by international credit rating agencies. Trade receivables that
are neither past due nor impaired are substantially companies with a good collection track record
with the Group. Debt securities are issued by companies with high credit-ratings assigned by
international credit rating agencies and held with counter-parties with good credit rating.
(ii)
Financial assets that are past due and/or impaired
There is no other class of financial assets that is past due and/or impaired except for trade
receivables.
The age analysis of trade receivables past due but not impaired is as follows:
The Group
2012
2011
$’000
$’000
Past due within 1 month
Past due 1 to 3 months
Past due 4 to 6 months
Past due over 6 months
643
214
45
3
905
718
131
192
240
1,281
There is $354,000 (2011: $nil) trade and other receivables that are individually determined to be
impaired and the movement of the related allowance for impairment are as follows:
Beginning of financial year
Allowance made during the year
Allowance utilised
Allowance written back
Currency translation difference
End of financial year
Haw Par Corporation Limited — annual report 2012
2012
$’000
2011
$’000
–
354
–
–
(9)
345
70
–
(61)
(8)
(1)
–
103
Notes to The Financial Statements
For the financial year ended 31 December 2012
28.Financial risk management (continued)
(d) Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern and to maintain an optimal capital structure so as to maximise shareholder value.
In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of
dividend payment, return capital to shareholders, buy back issued shares or obtain new borrowings.
Management monitors capital based on ability of the Group to generate sustainable profits and
availability of retained profits for dividend payments to shareholders. The Group’s overall strategy
remains unchanged from 2011.
The Group and the Company are in compliance with all externally imposed capital requirements for
the financial years ended 31 December 2011 and 2012.
(e) Financial instruments by category
The financial instruments of the Group and of the Company include the following:
Note
104
The Group
2012
2011
$’000
$’000
The Company
2012
2011
$’000
$’000
Financial Assets
Available-for-sale financial assets
Trade and other receivables
Cash and cash equivalents
15
18
19
1,815,844
17,779
151,115
1,984,738
1,421,681
21,017
88,975
1,531,673
401
89,664
128,489
218,554
427
135,289
56,958
192,674
Financial Liabilities
Trade and other payables
Borrowings
20
21
(38,322)
(23,028)
(61,350)
(34,142)
(12,407)
(46,549)
(124,416)
(23,028)
(147,444)
(130,751)
(12,407)
(143,158)
1,923,388
1,485,124
71,110
49,516
Notes to The Financial Statements
For the financial year ended 31 December 2012
29.Segmental reporting
At 31 December 2012, the Group is organised into the following main business segments:
•
•
•
•
Manufacturing, marketing and trading of healthcare products;
Provision of leisure-related goods and services;
Property rental; and
Investments in securities.
Healthcare division principally manufactures and distributes topical analgesic products under the “Tiger
Balm” and “Kwan Loong” brand.
Leisure division provides family and tourist oriented leisure alternatives mainly in the form of oceanariums.
Property division owns and leases out several investment properties in the Asia region.
Investment division engages in investing activities, mainly in quoted and unquoted securities in Asia region.
Inter-segment transactions are determined on an arm’s length basis. Unallocated costs represent corporate
expenses. Segment assets consist primarily of available-for-sale financial assets, investment properties,
property, plant and equipment, intangible assets, inventories, receivables, bank deposits and cash and bank
balances. Segment liabilities comprise operating liabilities and exclude tax liabilities. Capital expenditure
on non-current assets comprises additions to investment properties, property, plant and equipment,
intangible assets and investment in associated companies.
The Group evaluates performance on the basis of profit or loss from operations before tax expenses and
management fees charged internally and exclude non-recurring gains and losses.
The Group accounts for inter-segment sales and transfers as if the sales or transfers were to third parties,
ie. at current market prices.
The Group’s reportable segments are strategic and distinct business units reporting to key group
management. They are managed separately because each business targets different customers and carry
different business risk.
Haw Par Corporation Limited — annual report 2012
105
Notes to The Financial Statements
For the financial year ended 31 December 2012
29.Segmental reporting (continued)
(a)
Reportable segments
Leisure
products
Healthcare
and Property
products services
rental Investments Eliminations Consolidated
$’000
$’000
$’000
$’000
$’000
$’000
2012
Sales to external customers
Inter-segment sales
Interest income
Other income
Inter-segment other income
Total revenue
91,978
32
–
474
–
92,484
30,296
–
–
85
–
30,381
17,075
693
–
955
–
18,723
–
–
1,079
50,311
27,040
78,430
–
(725)
–
–
(27,040)
(27,765)
139,349
–
1,079
51,825
–
192,253
1,134
3,364
5
53
–
4,556
17,155
11,881
12,925
75,872
(27,040)
90,793
Finance expense
–
–
–
(245)
–
(245)
Unallocated expenses
Profit from operations
Share of results of associated
companies and gain on
dilution of investment in
associated company (net)
Fair value gain on
investment properties
Taxation
–
–
–
–
–
(6,022)
84,526
–
–
–
19,308
–
19,308
–
–
23,492
–
–
23,492
(7,361)
Depreciation
Segment profit
Earnings for the financial year
Segment assets and
total assets per statement
of financial position
Deferred income tax assets
Total assets per statement of
financial position
119,965
60,295
25,744
213,593
2,365,451
(295,153)
2,369,930
602
2,370,532
Expenditures for segment
non-current assets
– Additions to property,
plant and equipment
– Investment properties
improvements
Segment liabilities
Taxation
Deferred income tax liabilities
Total liabilities per statement of
financial position
106
4,579
1,071
3
10
–
5,663
–
4,579
–
1,071
2,446
2,449
–
10
–
–
2,446
8,109
25,833
4,211
5,385
28,124
(2,203)
61,350
6,676
49,289
117,315
Notes to The Financial Statements
For the financial year ended 31 December 2012
29.Segmental reporting (continued)
(a)
Reportable segments (continued)
Leisure
products
Healthcare
and Property
products services
rental Investments Eliminations Consolidated
$’000
$’000
$’000
$’000
$’000
$’000
2011
Sales to external customers
Inter-segment sales
Interest income
Other income
Inter-segment other income
Total revenue
Depreciation
Segment profit
Finance expense
Impairment loss on property,
plant and equipment
Unallocated expenses
Profit from operations
Share of results of associated
companies and loss on
dilution of investment in
associated company (net)
Fair value losses on
investment properties
Taxation
Non-controlling interests
Earnings for the financial year
Segment assets and
total assets per statement
of financial position
Deferred income tax assets
Total assets per statement of
financial position
81,360
23
–
1,940
–
83,323
34,564
–
–
143
–
34,707
16,751
687
–
1,010
–
18,448
–
–
687
55,273
48,014
103,974
–
(710)
–
–
(48,014)
(48,724)
132,675
–
687
58,366
–
191,728
1,062
4,382
8
70
–
5,522
15,643
10,660
13,138
103,769
(48,014)
95,196
–
–
–
(64)
–
(64)
–
(12,553)
–
–
–
(12,553)
(4,763)
77,816
–
–
–
8,656
–
8,656
–
–
(97)
–
–
(97)
(6,230)
(337)
79,808
56,592
36,319
189,997
1,876,270
(282,638)
1,876,540
601
1,877,141
Expenditures for segment
non-current assets
– Additions to property,
plant and equipment
– Additions to investment
properties
– Investment properties
improvements
Segment liabilities
Taxation
Deferred income tax liabilities
(restated)
Total liabilities per statement of
financial position
Haw Par Corporation Limited — annual report 2012
10,136
2,724
7
16
–
12,883
–
–
5,353
–
–
5,353
–
10,136
–
2,724
701
6,061
–
16
–
–
701
18,937
21,699
5,639
4,977
16,117
(1,883)
46,549
6,393
35,229
88,171
107
Notes to The Financial Statements
For the financial year ended 31 December 2012
29.Segmental reporting (continued)
(b)
Geographical information
Revenues (i)
$’000
Non–current
assets (ii)
$’000
2012
Singapore
Other Asian countries
Other countries
Total
49,475
54,812
35,062
139,349
199,164
175,928
–
375,092
2011
Singapore
Other Asian countries
Other countries
Total
51,600
45,784
35,291
132,675
178,372
158,116
–
336,488
(i)Revenues are attributable to countries in which the customer is located.
(ii)
Non-current assets, which include property, plant and equipment, investment properties,
investment in associated companies and intangible assets, are shown by the geographical area
where the assets are located.
(c) Major customers
Revenues of approximately $18,807,000 (2011: $15,865,000) were contributed from a single group
of external customers. These revenues are attributable to the sale of Healthcare products in Singapore
and other Asian countries.
30.New accounting standards and FRS interpretations and amendments
Below are the mandatory standards and interpretations to existing standards that have been published,
and are relevant for the Group’s accounting periods beginning on or after 1 January 2013 or later periods
and which the Group has not early adopted:
•
RS 110 Consolidated Financial Statements (effective for annual periods beginning on or after
F
1 January 2014)
FRS 110 replaces all of the guidance on control and consolidation in FRS 27 “Consolidated and
Separate Financial Statements” and INT FRS 12 “Consolidation – Special Purpose Entities”. The
same criteria are now applied to all entities to determine control. Additional guidance is also provided
to assist in the determination of control where this is difficult to assess. The Group does not anticipate
material impact to the consolidated financial statements as a result of adopting the new FRS 110 and
intends to apply the standard from 1 January 2014.
•
RS 112 Disclosure of Interests in Other Entities (effective for annual periods beginning on or after
F
1 January 2014)
FRS 112 requires disclosure of information that helps financial statement readers to evaluate the
nature, risks and financial effects associated with the entity’s interests in (1) subsidiaries, (2) associates,
(3) joint arrangements and (4) unconsolidated structured entities. The Group does not anticipate
material impact to the consolidated financial statements as a result of adopting the new FRS 112 and
intends to adopt the standard from 1 January 2014.
108
Notes to The Financial Statements
For the financial year ended 31 December 2012
30.New accounting standards and FRS interpretations and amendments (continued)
•
FRS 113 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)
FRS 113 provides consistent guidance across FRSs on how fair value should be determined and
which disclosures should be made in the financial statements. The Group does not anticipate material
impact to the consolidated financial statements as a result of adopting the new FRS 113 and intends
to adopt the standard prospectively from 1 January 2013.
31.Significant subsidiaries and associated companies
Name of Company
Country of
incorporation
Principal activities
Effective equity
interest held
by Group
2012
2011
%
%
Healthcare products
Haw Par Healthcare Limited
Singapore
Manufacturing, marketing
and distributing healthcare
products under licence
100.0
100.0
*
Tiger Balm (Malaysia)
Sdn. Bhd. +
Malaysia
Manufacturing, marketing
and distributing
pharmaceutical products
100.0
100.0
*
Haw Par Tiger Balm
(Thailand) Limited +
Thailand
Marketing and distributing
pharmaceutical products
49.0
49.0
*
Haw Par Tiger Balm
(Philippines), Inc. ++
Philippines
Marketing and distributing
pharmaceutical products
100.0
100.0
*
PT. Haw Par Healthcare ++
Indonesia
Import, export and
distribution of
pharmaceutical, health
and consumer products
100.0
100.0
*
Tiger Medicals (Taiwan)
Limited ++
Taiwan
Marketing and distributing
pharmaceutical products
100.0
100.0
*
Xiamen Tiger Medicals Co.,
Ltd. ++
The People’s
Manufacturing, marketing
Republic of China and distributing
pharmaceutical products
100.0
100.0
*
Haw Par India Private
Limited +
India
100.0
100.0
Haw Par Corporation Limited — annual report 2012
Marketing and distributing
pharmaceutical products
109
Notes to The Financial Statements
For the financial year ended 31 December 2012
31.Significant subsidiaries and associated companies (continued)
Country of
incorporation
Principal activities
Effective equity
interest held
by Group
2012
2011
%
%
Haw Par Leisure Pte Ltd
Singapore
Investment holding
100.0
100.0
Underwater World Singapore
Pte Ltd
Singapore
Owning and operating
oceanariums
100.0
100.0
Underwater World Attractions Singapore
Pte Ltd
Investment holding
100.0
100.0
*
Underwater World Pattaya
Ltd +
Thailand
Owning and operating
oceanariums
100.0
91.6
*
Sports Services Ltd
Singapore
Investment holding
100.0
100.0
Haw Par Properties
(Singapore) Private Limited
Singapore
Property development
and owning and letting
properties
100.0
100.0
Haw Par Centre Private Ltd
Singapore
Property development
and owning and letting
properties
100.0
100.0
Setron Limited
Singapore
Property development
and owning and letting
properties
100.0
100.0
Sovereign Sports Limited ++
Hong Kong
Owning and leasing of
properties
100.0
100.0
Haw Par Land (Malaysia)
Sdn. Bhd. +
Malaysia
Investment in properties
and letting out of office
space
100.0
100.0
Name of Company
Leisure products and
services
*
Property
*
110
Notes to The Financial Statements
For the financial year ended 31 December 2012
31.Significant subsidiaries and associated companies (continued)
Country of
incorporation
Principal activities
Effective equity
interest held
by Group
2012
2011
%
%
Haw Par Capital Pte Ltd
Singapore
Investment holding
100.0
100.0
Haw Par Equities Pte Ltd
Singapore
Investment holding and
dealing in securities
100.0
100.0
Haw Par Investment Holdings Singapore
Private Limited
Investment holding
100.0
100.0
Haw Par Pharmaceutical
Holdings Pte. Ltd
Singapore
Investment holding
100.0
100.0
Haw Par Securities (Private)
Limited
Singapore
Investment holding and
dealing in securities
100.0
100.0
Haw Par Trading Pte Ltd
Singapore
Investment holding and
dealing in securities
100.0
100.0
M & G Maritime Services
Pte Ltd
Singapore
Investment holding and
dealing in securities
100.0
100.0
Pickwick Securities Private
Limited
Singapore
Investment holding
100.0
100.0
Straits Maritime Leasing
Private Limited
Singapore
Investment holding and
dealing in securities
100.0
100.0
*
Tiger Balm (Hong Kong)
Limited ++
Hong Kong
Investment holding and
dealing in securities
100.0
100.0
*
Haw Par Brothers
International (H.K.)
Limited ++
Hong Kong
Investment holding and
licensing of “Kwan Loong”
trademark
100.0
100.0
Haw Par Hong Kong
Limited ++
Hong Kong
Investment holding
100.0
100.0
Haw Par Management
Services Pte Ltd
Singapore
Provision of management
support services
100.0
100.0
Name of Company
Investments
Haw Par Corporation Limited — annual report 2012
111
Notes to The Financial Statements
For the financial year ended 31 December 2012
31.Significant subsidiaries and associated companies (continued)
Name of Company
Country of
incorporation
Principal activities
Effective equity
interest held
by Group
2012
2011
%
%
Investments (continued)
UIC Technologies Pte Ltd
*
Hua Han Bio-Pharmaceutical
Holdings Limited #
Singapore
Cayman Islands
Investment holding
40.0
40.0
Investment holding
16.4
16.6
Notes
(i) Companies indicated with a (*) are indirectly held by Haw Par Corporation Limited.
(ii) Companies indicated with a (+) are audited by PricewaterhouseCoopers member firms outside Singapore.
(iii)Companies indicated with a (++) are audited by other firms. These foreign-incorporated companies are not considered as significant
foreign-incorporated subsidiaries under the Singapore Exchange Securities Trading Limited - Listing Rules. Accordingly, Rule 716
of the Listing Manual has been complied with.
(iv)The company indicated with a (#) is listed on an overseas stock exchange and audited by other firm of auditors. Its financial year
end is 30 June. The Group has equity accounted for the profit of its associated company from 1 January 2012 based on its audited
accounts for the financial year ended 30 June 2012, and unaudited six months results to 31 December 2012 as announced on the
overseas stock exchange.
(v)The financial year end for Haw Par India Private Limited (“HPI”) is 31 March as required by the laws of its country of incorporation. The
consolidated financial statements incorporated the unaudited results of HPI from 1 January to 31 December.
(vi)All the above subsidiaries and associated companies operate in their respective countries of incorporation except Hua Han BioPharmaceutical Holdings Limited which operates mainly in the People’s Republic of China.
32. Authorisation of financial statements
These financial statements are authorised for issue in accordance with a resolution of the Board of Directors
of Haw Par Corporation Limited on 27 February 2013.
112
Group Offices
Corporate Office
Haw Par Corporation Limited
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel
: 6337 9102
Fax
: 6336 9232
Website : www.hawpar.com
Healthcare
Haw Par Healthcare Limited
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel
: 6337 9102
Fax
: 6262 3436
Website : www.tigerbalm.com
Xiamen Tiger Medicals Co., Ltd
289 Yang Guang West Road
Hai Cang District
Xiamen City, Zipcode 361027
The People’s Republic of China
Haw Par Tiger Balm (Thailand) Limited
2106 Fantree 3 Building
Sukhumvit Road
Kwaeng Bangchak
Khet Phrakhanong
Bangkok 10260
Thailand
Haw Par (India) Private Limited
811, 8th Flr
FILIX, L.B.S Marg Bhandup
Mumbai 400078
India
Tiger Balm (Malaysia) Sdn. Bhd.
PLO 95 No.6
Jalan Firma 1/1
Tebrau Industrial Estate
81100 Johor Bahru
Malaysia
Haw Par Corporation Limited — annual report 2012
113
Leisure
Property & Investments
Haw Par Leisure Pte Ltd
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel
: 6337 9102
Fax
: 6336 9232
Haw Par Properties
(Singapore) Private Limited
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel
: 6337 9102
Fax
: 6336 9232
Underwater World Singapore Pte Ltd
80 Siloso Road, Sentosa
Singapore 098969
Tel
: 6275 0030
Fax
: 6275 0036
Email : [email protected]
Website : www.underwaterworld.com.sg
Underwater World Pattaya Ltd
22/22 Moo 11,
Sukhumvit Road,
Nongprue, Banglamung,
Chonburi 20260
Thailand
Tel
: 66 3875 6879
Fax
: 66 3875 6977
Website : www.underwaterworldpattaya.com
114
Haw Par Securities (Private) Limited
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel
: 6337 9102
Fax
: 6336 9232
Haw Par Land (Malaysia) Sdn. Bhd.
9th Floor, Menara Haw Par
Jalan Sultan Ismail
50250, Kuala Lumpur
Malaysia
Tel
: 03 2070 1855
Fax
: 03 2070 6078
Major Products & Services
Healthcare Products
ProPERTIES
Tiger Brand Products
Tiger Balm Ointment,
Tiger Balm Soft,
Tiger Balm Plaster,
Tiger Indomethacin Plaster,
Tiger Balm Muscle Rub,
Tiger Balm Liniment,
Tiger Balm Oil,
Tiger Balm Mosquito Repellent Spray,
Tiger Balm Mosquito Repellent Patch,
Tiger Balm Mosquito Repellent Lotion,
Tiger Balm Arthritis Rub,
Tiger Balm Joint Rub,
Tiger Balm Neck & Shoulder Rub,
Tiger Balm Neck & Shoulder Rub Boost,
Tiger Balm Back Pain Patch,
Tiger Balm Ultra Thin Patch,
Tiger BalmВ® ACTIVE Muscle Gel,
Tiger BalmВ® ACTIVE Muscle Rub,
Tiger BalmВ® ACTIVE Muscle Spray
Haw Par Centre
180 Clemenceau Avenue
Singapore 239922
•Six-storey commercial building
•Leasehold
Remaining Lease: 39 years
Kwan Loong Brand Products
Kwan Loong Medicated Oil,
Kwan Loong Refresher
LEISURE FACILITIES
Oceanariums
Underwater World Singapore*
Dolphin Pool
80 Siloso Road, Sentosa
Singapore 098969
•Aquarium building
•Leasehold
Remaining Lease: 5 years
Underwater World Pattaya*
22/22 Moo 11,
Sukhumvit Road,
Nongprue, Banglamung,
Chonburi 20260
Thailand
•Aquarium building
•Leasehold
Remaining Lease: 9 years
Haw Par Glass Tower
178 Clemenceau Avenue
Singapore 239926
•Eight-storey commercial building
•Leasehold
Remaining Lease: 57 years
Haw Par Technocentre
401 Commonwealth Drive
Singapore 149598
•Seven-storey industrial building
•Leasehold
Remaining Lease: 50 years
Haw Par Tiger Balm Building*
2 Chia Ping Road
Singapore 619968
•Nine-storey industrial building
•Leasehold
Remaining Lease: 17 years
Menara Haw Par
Lot 242, Jalan Sultan Ismail
50250 Kuala Lumpur,
Malaysia
•Thirty-two storey commercial building
•Freehold
Westlands Centre
Unit 1405-1407
Westlands Centre
20 Westlands Road
Quarry Bay,
Hong Kong
•Office & industrial units
•999-year lease
* Properties used by operations are included in Property, Plant and Equipment
Haw Par Corporation Limited — annual report 2012
115
Statistics of Shareholdings
As at 4 March 2013
DISTRIBUTION OF SHAREHOLDINGS
Size of Holdings
No. of Shareholders
1 – 999
%
No. of Shares
%
15,595
75.15
1,841,093
0.93
4,544
21.90
13,120,877
6.61
600
2.89
26,801,333
13.51
12
0.06
156,626,351
78.95
20,751
100.00
198,389,654
100.00
1,000 – 10,000
10,001 – 1,000,000
1,000,001 and above
Total
TWENTY LARGEST SHAREHOLDERS
No.
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Wee Investments Private Limited
Citibank Nominees Singapore Pte Ltd
DBS Nominees Pte Ltd
Tye Hua Nominees (Pte) Ltd
UOB Kay Hian Pte Ltd
United Overseas Insurance Limited - SHF
Wah Hin & Co Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
United Overseas Bank Nominees Pte Ltd
Estate of Ho Sim Guan, Deceased
DBSN Services Pte Ltd
C Y Wee & Co Pte Ltd
Wee Cho Yaw
Raffles Nominees (Pte) Ltd
Lee Boon Leong
How Kok Kooi
Ho Han Leong Calvin
Merrill Lynch (Singapore) Pte Ltd
Tan Proprietary (Pte) Ltd
UOB Nominees (2006) Pte Ltd
Total
No. of Shares
%
50,719,542
40,380,182
19,240,538
15,850,486
13,825,443
3,886,000
3,320,596
2,587,896
2,483,584
1,470,000
1,367,653
1,493,771
993,067
665,225
609,287
571,000
500,401
467,854
430,000
425,338
161,287,863
25.57
20.35
9.70
7.99
6.97
1.96
1.67
1.30
1.25
0.74
0.69
0.75
0.50
0.34
0.31
0.29
0.25
0.24
0.22
0.21
81.30
free float
Based on the information available to the Company as at 4 March 2013, approximately 36% of the issued
ordinary shares of the Company is held by the public and therefore, the Company has complied with Rule 723
of the SGX-ST Listing Manual which requires at least 10% of equity securities (excluding preference shares and
convertible equity securities) in a class that is listed at all times held by the public.
116
Statistics of Shareholdings
As at 4 March 2013
Substantial Shareholders as at 4 March 2013
No. of Shares held
Wee Cho Yaw
Wee Ee Cheong
Wee Ee Lim
Wee Ee-chao
Wee Investments Private Limited
Supreme Island Corporation
First Eagle Investment
Management LLC
United Overseas Bank Limited
Mackenzie Financial Corporation
Direct
Deemed
Total
%
993,067
117,143
397,448
12,570
50,719,542
10,986,910
–
65,899,001
63,238,074
61,713,443
61,834,278
–
–
28,532,080
66,892,068
63,355,217
62,110,891
61,846,848
50,719,542
10,986,910
28,532,080
33.72
31.93
31.31
31.17
25.57
5.54
14.38
–
–
19,735,034
10,929,200
19,735,034
10,929,200
9.95
5.51
(1), (2), (3)
(1), (2), (4)
(1)
(1), (5)
(7)
(8)
(9), (10)
(1)
Messrs Wee Cho Yaw, Wee Ee Cheong, Wee Ee Lim and Wee Ee-chao are deemed to be interested
in the shares held by Wee Investments Private Limited, Supreme Island Corporation and Kheng Leong
Co Pte Ltd.
(2) Messrs Wee Cho Yaw and Wee Ee Cheong are deemed to have an interest in the shares held by C.Y.
Wee & Co Pte Ltd.
(3) Dr Wee Cho Yaw is deemed to have an interest in the shares held by UOL Group Limited.
(4) Mr Wee Ee Cheong is deemed to have an interest in the shares held by E.C. Wee Pte Ltd.
(5) Mr Wee Ee-chao is deemed to have an interest in the shares held by Protheus Investment Holdings Pte Ltd.
(6) Kheng Leong Co Pte Ltd, C.Y. Wee & Co Pte Ltd, UOL Group Limited, E.C. Wee Pte Ltd and Protheus
Investment Holdings Pte Ltd are not substantial shareholders of the Company.
(7) First Eagle Investment Management LLC is an U.S. investment adviser, holding the shares on behalf
of its clients. One of its mutual funds, First Eagle Overseas Fund holds 23,192,830 shares amounting
to a shareholding of 11.69%.
(8) United Overseas Bank Limited is deemed to have an interest in the 15,849,034 shares held by Tye Hua
Nominees (Pte) Limited and 3,886,000 shares held by United Overseas Insurance Limited - SHF.
(9) Mackenzie Financial Corporation (“MFC”) holds the shares in its capacity as investment manager on
behalf of its advisory accounts. One of the accounts, Mackenzie Cundill Value Fund holds 9,533,000
shares, amounting to a shareholding of 4.81%.
(10) Certain upstream shareholders of MFC are deemed to have interest in the shares of the Company as
follows:
(a)
Each of Mackenzie Inc. (“MI”) and IGM Financial Inc. (“IGM”) is a substantial shareholder of the Company
by virtue of its deemed interest in the shares managed by its subsidiaries as fund managers. Each of
MI and IGM is deemed to have an interest in 10,929,200 shares of which 10,929,200 shares are held
through MFC.
(b)
Each of Power Financial Corporation, 171263 Canada Inc., Power Corporation of Canada (“PCC”), Gelco
Enterprises Ltd., Nordex Inc. and Pansolo Holding Inc.. is a substantial shareholder of the Company by
virtue of its deemed interest in the shares managed by its subsidiaries as fund managers. Each of these
entities is deemed to have an interest in 10,929,200 shares of which 10,929,200 shares are held through
MFC.
(c)
Mr Paul Desmarais is a substantial shareholder of the Company by virtue of his indirect controlling
interest in, amongst others, PCC, which in turn has a deemed interest in the shares managed by
PCC’s subsidiaries as fund managers. He is deemed to have an interest in 10,929,200 shares of which
10,929,200 shares are held through MFC.
Haw Par Corporation Limited — annual report 2012
117
Notice of Annual General Meeting
HAW PAR CORPORATION LIMITED
Company Registration Number: 196900437M
(Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the Forty-Fourth Annual General Meeting of the Company will be held at 80
Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624 on Wednesday, 24 April 2013 at 3.00 p.m. to
transact the following business:
As Ordinary Business
Resolution 1 To receive and adopt the Directors’ Report and Audited Financial Statements for the financial
year ended 31 December 2012 together with the Auditor’s Report thereon.
Resolution 2 To declare a Second & Final Tax-Exempt Dividend of 14 cents per share for the financial year
ended 31 December 2012.
To re-appoint the following Directors, who are retiring pursuant to Section 153(6) of the Companies Act,
Cap. 50, to hold office until the next Annual General Meeting of the Company:
Resolution 3 Dr Wee Cho Yaw
Dr Wee Cho Yaw will, upon re-appointment, continue as Chairman of the Board and Investment Committee and
a member of the Nominating Committee and Remuneration Committee of the Company.
Resolution 4 Dr Lee Suan Yew
Dr Lee Suan Yew will, upon re-appointment, continue as a member of the Audit Committee and Nominating
Committee of the Company. Dr Lee is considered as an independent Director.
Resolution 5 Mr Hwang Soo Jin
Mr Hwang Soo Jin will, upon re-appointment, continue as a member of the Audit Committee and Remuneration
Committee of the Company. Mr Hwang is considered as an independent Director.
Resolution 6 Mr Sat Pal Khattar
Mr Sat Pal Khattar will, upon re-appointment, continue as Chairman of the Nominating Committee and
Remuneration Committee of the Company. Mr Khattar is considered as an independent Director.
To re-elect the following Directors, who are retiring by rotation pursuant to Article 98 of the Company’s Articles
of Association:
Resolution 7 Mr Wee Ee Lim
Mr Wee Ee Lim will, upon re-election, continue as a member of the Investment Committee.
Resolution 8 Mr Han Ah Kuan
Mr Han Ah Kuan will, upon re-election, continue as a member of the Investment Committee.
Resolution 9 To approve Directors’ fees of $345,829 for the financial year ended 31 December 2012
(2011: $327,507).
118
Notice of Annual General Meeting
Resolution 10 To re-appoint Messrs PricewaterhouseCoopers LLP as Auditor of the Company to hold office
until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their
remuneration.
As Special Business
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 11 That approval be and is hereby given to the Directors to offer and grant options to employees
(including executive Directors) and non-executive Directors of the Company and/or its subsidiaries
who are eligible to participate in the Haw Par Corporation Group 2002 Share Option Scheme
(“2002 Scheme”) that was extended for another five years from 6 June 2012 to 5 June 2017 by
shareholders at the last Annual General Meeting on 20 April 2011, and in accordance with the
rules of the 2002 Scheme, and pursuant to Section 161 of the Companies Act, Cap. 50, to allot
and issue from time to time such number of shares in the Company as may be required to be
issued pursuant to the exercise of options under the 2002 Scheme, provided that the aggregate
number of shares to be issued pursuant to this resolution shall not exceed five per cent (5%) of
the total number of issued shares of the Company from time to time.
Resolution 12 That pursuant to Section 161 of the Companies Act, Cap. 50, the Articles of Association of the
Company and the listing rules of the Singapore Exchange Securities Trading Limited (“SGXST”), approval be and is hereby given to the Directors to:
(a) (i) issue shares in the Company (whether by way of rights, bonus or otherwise); and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require shares to be issued, including but not limited to the creation and issue of (as
well as adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such
persons as the Directors may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this resolution may have ceased to be in force)
issue shares in pursuance of any Instrument made or granted by the Directors while this
resolution was in force,
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) shall
not exceed fifty per cent (50%) of the Company’s total number of issued shares (excluding
treasury shares), of which the aggregate number of shares to be issued other than on a
pro-rata basis to members of the Company (including shares to be issued in pursuance of
Instruments made or granted pursuant to this resolution) shall not exceed fifteen per cent
(15%) of the total number of issued shares of the Company (excluding treasury shares);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the
purpose of determining the aggregate number of shares that may be issued under this
resolution, 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 any new shares arising from the
conversion or exercise of any convertible securities or share options or vesting of share
awards which are outstanding or subsisting at the time this resolution is passed, and any
subsequent bonus issue, consolidation or subdivision of the Company’s shares;
Haw Par Corporation Limited — annual report 2012
119
Notice of Annual General Meeting
(3) in exercising the authority conferred by this resolution, the Company shall comply with
the provisions of the listing rules of the SGX-ST for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Articles of Association of the
Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by
this resolution shall continue in force until (i) the conclusion of the next Annual General
Meeting or (ii) the date by which the next Annual General Meeting is required by law to be
held, whichever is the earlier.
NOTICE OF CLOSURE OF BOOKS
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be
closed on 27 May 2013.
Duly completed transfers received in respect of the shares of the Company by the Company’s Share Registrar,
Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower,
Singapore 048623 up to 5.00 p.m. on 23 May 2013 will be registered to determine members’ entitlement
to the proposed Second & Final dividend. Members whose securities accounts with The Central Depository
(Pte) Limited which are credited with shares of the Company as at 5.00 p.m. on 23 May 2013 will be entitled
to such proposed dividend.
The proposed Second & Final dividend, if approved by members, will be payable on 5 June 2013.
Duly completed transfers received in respect of the shares of the Company by the Company’s Share Registrar,
Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower,
Singapore 048623 up to 5.00 p.m. on 23 May 2013 will also be registered to determine members’ entitlement
to the Bonus Shares under the Bonus Issue announced by the Company on 27 February 2013. Members
whose securities accounts with The Central Depository (Pte) Limited which are credited with shares of the
Company as at 5.00 p.m. on 23 May 2013 will be entitled to Bonus Shares under the Bonus Issue.
For the avoidance of doubt, Bonus Shares, when issued, will not be entitled to the Second and Final dividend
in respect of the financial year ended 31 December 2012, which is subject to the approval of shareholders at
this Annual General Meeting.
By Order of the Board
Zann Lim
Company Secretary
Singapore
3 April 2013
120
Notice of Annual General Meeting
Notes to Resolutions 2, 3 to 8, 11 and 12
Resolution 2 Together with the interim tax-exempt dividend of 6 cents per share paid on 12 September 2012
and subject to shareholders’ approval on the second & final tax-exempt dividend of 14 cents
per share, the total tax-exempt dividend for the financial year ended 31 December 2012 would
be 20 cents per share. (2011:20 cents tax-exempt).
Resolutions Key information on the Directors, including their date of first appointment, date of last
3 to 8 re-appointment and other directorships and principal commitments, can be found in the “Board
.
of Directors” section of the Annual Report.
Resolution 11 is to empower the Directors to allot and issue shares pursuant to the 2002 Scheme which was
approved at the Extraordinary General Meeting of the Company on 22 May 2002 and extended for
another five years by shareholders at the last Annual General Meeting of the Company on 20 April
2011. A copy of the Rules of the 2002 Scheme is available for inspection by shareholders during
normal business hours at the registered office of the Company at 401 Commonwealth Drive, #0303 Haw Par Technocentre, Singapore 149598. Shareholders who are eligible to participate in the
Scheme shall abstain from voting.
Resolution 12 is to empower the Directors to issue shares and to make or grant instruments (such as warrants,
debentures or other securities) convertible into shares, and to issue shares in pursuance of such
instruments from the date of the Annual General Meeting of the Company until the date of the next
Annual General Meeting of the Company, unless such authority is earlier revoked or varied by the
shareholders of the Company at a general meeting. The aggregate number of shares which the
Directors may issue (including shares to be issued pursuant to convertibles) under ordinary resolution
12 must not exceed 50% of the total number of issued shares (excluding treasury shares) with a sublimit of 15% for issues other than on a pro rata basis. For shareholders’ information, this 15% limit
is lower than the 20% presently permitted under the listing rules of the SGX-ST. For the purpose of
determining the aggregate number of shares that may be issued, the total number of issued shares
(excluding treasury shares) will be calculated based on the total number of issued shares (excluding
treasury shares) at the time that ordinary resolution 12 is passed, after adjusting for any new shares
arising from the conversion or exercise of any convertible securities or share options or vesting of share
awards which are outstanding or subsisting at the time ordinary resolution 12 is passed, and any
subsequent bonus issue, consolidation or subdivision of the Company’s shares.
Notes:
(1) A member entitled to attend and vote at the meeting is entitled to appoint one or two proxy/proxies to
attend and vote in his/her stead. A proxy need not be a member of the Company.
(2) To be effective, the Proxy Form must be deposited at the registered office of the Company at 401
Commonwealth Drive, #03-03 Haw Par Technocentre, Singapore 149598, not less than 48 hours before
the time set for holding the meeting.
Haw Par Corporation Limited — annual report 2012
121
This page has been intentionally left blank.
Proxy Form
IMPORTANT:
1.For investors who have used their CPF monies to buy shares
of Haw Par Corporation Limited, this 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 CPFIS investors and shall
be ineffective for all intents and purposes if used or purported to
be used by them.
3.CPFIS Investors who wish to vote should contact their CPF
Approved Nominees.
HAW PAR CORPORATION LIMITED
(Incorporated in the Republic of Singapore)
Company Registration Number: 196900437M
FORTY-FOURTH ANNUAL GENERAL MEETING
(Before completing this form, please read the notes behind.)
Number of shares held:
Scrip-based
Scripless
I/We,
(Name)
of
(Address)
being a member/members of the Company, hereby appoint:
NAME
ADDRESS
NRIC/PASSPORT
NO.
PROPORTION OF
SHAREHOLDINGS (%)
(a)
And/or (delete as appropriate)
(b)
as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Forty-Fourth Annual General
Meeting of the Company to be held on Wednesday, 24 April 2013 at 3.00 p.m. and at any adjournment thereof.
(Please indicate with a “X” in the spaces provided whether you wish your votes to be cast for or against the
Ordinary Resolutions as set out in the Notice of Annual General Meeting. In the absence of specific directions,
your proxy/proxies may vote or abstain as he/she may think fit.)
NO. RESOLUTION
FOR
Ordinary Business
1
2
3
4
5
6
7
8
9
10
Adoption of Financial Statements and Reports of the Directors and Auditors
Declaration of Second & Final Dividend
Re-appointment of Dr Wee Cho Yaw
Re-appointment of Dr Lee Suan Yew
Re-appointment of Mr Hwang Soo Jin
Re-appointment of Mr Sat Pal Khattar
Re-election of Mr Wee Ee Lim
Re-election of Mr Han Ah Kuan
Approval of Directors’ fees
Re-appointment of PricewaterhouseCoopers LLP as Auditors
Special Business
11
12
Authority to issue shares (Share Options)
Authority to issue shares (General)
Dated this
day of
Signature(s) or Common Seal of Member(s)
2013
AGAINST
Notes:
1.
Please insert at the top right hand corner of this Proxy Form the number of scrip-based shares in the
Company registered in your name in the Register of Members and the number of scripless shares in the
Company entered against your name in the Depository Register maintained by The Central Depository
(Pte) Limited (“CDP”) in respect of the shares in your securities account with CDP. If no number is inserted,
this Proxy Form shall 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 one or two proxy/proxies to
attend and vote in his/her stead. A proxy need not be a member of the Company.
3.
A member is not entitled to appoint more than two proxies to attend and vote on his/her behalf. Where a
member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of
his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.
4.
The sending of a Proxy Form by a shareholder does not preclude him/her from attending and voting
in person at the Annual General Meeting if he/she finds that he/she is able to do so. In such event, the
relevant Proxy Form will be deemed to be revoked.
5. To be effective, this Proxy Form must be deposited at the registered office of the Company at 401
Commonwealth Drive, #03-03 Haw Par Technocentre, Singapore 149598, not less than 48 hours before
the time set for holding the meeting.
6.
This Proxy Form must be signed by the appointor or by his/her attorney. In the case of a corporation, this
form must be executed under its common seal or signed by its duly authorised attorney or officer. In the
case of joint holders, all holders must sign this form.
7.
Any alteration made in this Proxy Form should be initialled by the person who signs it.
8. The Company shall be entitled to reject this Proxy Form if it is incomplete, improperly completed or
illegible or where the true intentions of the appointor is not ascertainable from the instructions of the
appointor specified in the form. In the case of members whose shares are entered against their names
in the Depository Register, the Company may reject any proxy form lodged if such members are not
shown to have the corresponding number of shares in the Company entered against their names in the
Depository Register as at 48 hours before the time set for holding the meeting or the adjourned meeting,
as appropriate.
9.
Agent banks acting on the requests of the CPFIS investors who wish to attend the Annual General Meeting
as observers are requested to submit in writing, a list with details of the investors’ names, NRIC/Passport
numbers, addresses and number of shares held. The list, signed by an authorised signatory of the Agent
Bank, should reach the Company’s Registrar, Boardroom Corporate & Advisory Services Pte Ltd at
50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before the time
set for holding the meeting.
HAW PAR CORPORATION LIMITED
(Incorporated in the Republic of Singapore)
Company Registration Number: 196900437M
401 Commonwealth Drive
#03-03 Haw Par Technocentre
Singapore 149598
Tel: 6337 9102 Fax: 6336 9232
www.hawpar.com

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