cover picture: artist’s impression of the uic building ... · pdf fileannual report 2011...

iAnnuAl REpoRt 2011 unitEd industRiAl CoRpoRAtion limitEdUnited Industrial Corporation Limited

Cover Picture: Artist’s impression of the UIC Building Redevelopment Project

1AnnuAl REpoRt 2011 unitEd industRiAl CoRpoRAtion limitEd

1,194

806

1,032

747

432

2007 2008 2009 2010 2011 2007 2010 2011

744

214

(132)(113)

1,156

7,016

7,242

6,429

2007 2008 2009 2010 2011 2007 2008 2009 2010 2011

7,287

7,106 3,728

3,940

3,011

3,309

3,159

($’million) 2007 2008 2009 2010 2011

(restated) (restated) (restated) (restated)Revenue 432 747 1,032 1,194 806 Net profit from operations 105 149 252 278 200 Net fair value gain/(loss) on investment properties 1,051 (262) (384) 466 14 Attributable profit/(loss) 1,156 (113) (132) 744 214 Total assets 7,287 7,106 6,429 7,016 7,242 Shareholders' equity 3,309 3,159 3,011 3,728 3,940

2008 2009

UnIted IndUstrIaL CorporatIon LImIted sUmmary FInanCIaL statements

2 ANNUAl REPoRT 2011 UNITEd INdUSTRIAl CoRPoRATIoN lImITEd

2011 OVERVIEWFollowing an exceptional strong recovery the year before, the singapore economy grew at a modest 4.9% in 2011. during the year, the global economy had been weakened by the euro zone debt crises and the soft Us economy.


dr Wee Cho Yaw was appointed a director and Chairman of United Industrial Corporation limited (“UIC”) in 1992. He is also the Chairman of the United overseas Bank Group comprising United overseas Bank limited, Far Eastern Bank ltd and their subsidiaries. He has more than 50 years of experience in the banking industry. He is also the Chairman of Uol Group limited, Haw Par Corporation limited, Pan Pacific Hotels Group limited, Singapore land limited and marina Centre Holdings Private limited. He is also the Chairman of the Wee Foundation.

dr Wee received Chinese high school education. He is the Honorary President of the Singapore Federation of Chinese Clan Associations, Singapore Chinese Chamber of Commerce and Industry and Singapore Hokkien Huay Kuan. He was appointed Pro-Chancellor of Nanyang Technological University in 2004 and was conferred Honorary doctor of letters by the 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 awarded the distinguished Service order by the Government for his contributions towards the community and education in Singapore.

dr John Gokongwei, Jr. was appointed a director and deputy Chairman of UIC in 1999. As of January 2002, he is the Chairman Emeritus of JG Summit Holdings, Inc., a company incorporated in the Philippines and listed on the Philippines Stock Exchange Inc., since its formation in 1990. He is also a director and deputy Chairman of Singapore land limited, director of marina Centre Holdings Private limited, Universal Robina Corporation, Robinsons land Corporation, digital Telecommunications Phils., Inc., oriental Petroleum and minerals Corporation and Anscor Phils.

dr Gokongwei received a master in Business Administration from the de la Salle University in the Philippines, and attended the Advanced management Program at Harvard University, Boston, massachusetts, USA.



mr James l. Go was appointed a director of UIC in 1999. He is the Chairman and Chief Executive officer of JG Summit Holdings, Inc., Universal Robina Corporation, Robinsons land Corporation, JG Summit Petrochemical Corporation and oriental Petroleum and minerals Corporation. He also sits as a director of Singapore land limited, marina Centre Holdings Private limited and Hotel marina City Private limited. He was the Vice-Chairman of the Board of directors of digital Telecommunication Phils. Inc. and also held the positions of President and Chief Executive officer until october 26, 2011. He was elected as a director of the Philippine long distance Telephone Company (PldT) on November 3, 2011 and was also appointed a member of PldT’s Technology Strategy Committee.

mr Go graduated with a Bachelor of Science and master of Science, Chemical Engineering from massachusetts Institute of Technology, USA.

mr lim Hock San, the President and Chief Executive officer, was appointed a director of UIC in 1992. mr lim is also the President and Chief Executive officer of Singapore land limited and a director of Keppel Corporation limited and the Chairman of the National Council on Problem Gambling.

mr lim graduated with a Bachelor of Accountancy from the University of Singapore. He obtained a master of Science in management from the massachusetts Institute of Technology, and attended the Advanced management Program at Harvard Business School. He is a Fellow of the Chartered Institute of management Accountants (UK) and a Fellow and past President of the Institute of Certified Public Accountants of Singapore.

mr Gwee lian Kheng was appointed a director of UIC in 1999. He is the Group Chief Executive of Uol and its listed subsidiary Pan Pacific Hotels Group limited. mr Gwee has been with the Uol Group since 1973. He also sits on the board of Singapore land limited.

mr Gwee graduated with a Bachelor degree in Accountancy (Honours) from the University of Singapore. He is a Fellow member of the Chartered Institute of management Accountants, Association of Chartered Certified Accountants and the Institute of Certified Public Accountants of Singapore.


The late mr Tan Boon Teik was appointed a director of UIC in 1992 and was the Chairman of the Audit Committee. mr Tan was a director of Singapore land limited. He was on the Panel of International Commercial Arbitrators of CIETAC in Beijing, Shanghai and Shenzhen. He was the Attorney General of Singapore from 1969 to 1992, and was also the Chairman of Singapore Petroleum Co. ltd. He was a member of the panel of the Singapore International Arbitration Centre.

mr Tan was a Fellow of the Singapore Academy of law and a Fellow of the Singapore Institute of directors. He graduated with a llm (london) and was a Barrister-at-law (middle Temple).

mr Tan passed away on 10 march 2012.

mr Alvin Yeo Khirn Hai was appointed a director of UIC in 2002 and is currently the Chairmen of the Remuneration Committee and Audit Committee. He is a lawyer in private practice and the Senior Partner of WongPartnership llP. mr Yeo was appointed Senior Counsel of the Supreme Court of Singapore in January 2000. He is the Chairman of the Audit Committee of the law Society of Singapore, and a member of the Appeals Advisory Panel of the monetary Authority of Singapore, the Singapore International Arbitration Centre’s Council of Advisors, and a Fellow of the Singapore Institute of Arbitrators. He is also a director of Singapore land limited and Keppel Corporation limited. mr Yeo is a member of Parliament.

mr Yeo graduated with a Bachelor of laws (Honours) from King’s College, University of london, and is a Barrister-at-law (Gray’s Inn).

mr Hwang Soo Jin was appointed a director of UIC in January 2003 and is currently the Chairman of the Nominating Committee. He is a Chartered Insurer qualified in the United Kingdom, and has more than 50 years’ business experience.

mr Hwang is currently the Chairman Emeritus and director of Singapore Reinsurance Corporation ltd and also sits on the boards of directors of United overseas Insurance ltd, Haw Par Corporation ltd and Singapore land limited, among others. He is a former director of lee Kim Tah Holdings limited and former Chairman of Singapore Reinsurance Corporation ltd.

mr Hwang is an Associate of the Chartered Insurance Institute, United Kingdom.



mr Wee Ee lim was appointed a director of UIC in 1999. He is presently the President and Chief Executive officer of Haw Par Corporation limited. In addition, he sits on the board of directors of Singapore land limited as well as Uol Group limited, Pan Pacific Hotels Group limited, Hua Han Bio-Pharmaceutical Holdings limited (a company listed on the Hong Kong Stock Exchange) and Wee Foundation.

mr Wee graduated with a Bachelor of Arts (Economics) from Clark University, USA.

mr lance Y. Gokongwei was appointed a director of UIC in 1999. He is the President and Chief operating officer and a director of JG Summit Holdings, Inc., Universal Robina Corporation and JG Summit Petrochemical Corporation. He is also the Vice Chairman and deputy Chief Executive officer of Robinsons land Corporation. He is the President and Chief Executive officer of Cebu Air, Inc.. He is also the Chairman of Robinsons Bank, Vice Chairman of JG Summit Capital markets Corporation and a director of oriental Petroleum and minerals Corporation and Singapore land limited. He is also a trustee, secretary and treasurer of the Gokongwei Brothers Foundation, Inc.. He served as a director of digital Telecommunications Phils. Inc. from may 1994 up to october 2011.

mr Gokongwei graduated with a Bachelor of Science (Applied Science) from Pennsylvania Engineering School and a Bachelor of Science (Finance) from Wharton School, USA. He also attended the management and technology program at the University of Pennsylvania.

mr Antonio l. Go was appointed a director of UIC in April 2007. He is currently a director and President of Equitable Computer Services, Inc. and Chairman of Equicom Savings Bank and Algo leasing and Finance Inc. He is a Trustee of Go Kim Pah Foundation and Equitable Foundation Inc. He sits on the boards of Petz ltd. HK, Cebu Air, Inc., maxicare Healthcare Corporation, oriental Petroleum and minerals Corporation, Equicom Information Technology, Equicom manila Holdings, medilink Network, Inc. and Equitable development Corporation. From year 2006-2011, he was an Independent director of digital Telecommunications Philippines, Inc.

mr Go graduated with a Bachelor of Business Administration from Youngstown University, USA. He also attended the International Advanced management programme at the International management Institute, Geneva, Switzerland, and the ABA National School of Bankcard management, Northwestern University, USA.


NameAttendance at 4 Board Meetings

Attendance at4 Audit

Committee Meetings

Attendance at 1 Nominating

Committee Meeting

Attendance at 1 Remuneration

Committee Meeting

Wee Cho Yaw 4 n/a 1 1John Gokongwei, Jr. 3 n/a n/a n/alim Hock San 4 n/a n/a n/aJames l. Go 4 4 1 1lance Y. Gokongwei 4 n/a n/a n/aGwee lian Kheng 4 n/a n/a n/aHwang Soo Jin 4 4 1 1Antonio l. Go 4 n/a 1 1Tan Boon Teik* 3 3 1 n/aWee Ee lim 3 n/a n/a n/aAlvin Yeo Khirn Hai 3 2 n/a 1

*mr Tan Boon Teck passed away on 10 march 2012. The Board has nominated mr Yang Soo Suan as a Non-Executive Independent director to be considered and approved by the shareholders at the forthcoming Annual General meeting on 27 April 2012. Upon mr Yang’s election, it is intended that he will be appointed a member of the Nominating Committee and Audit Committee.

the Company is committed to maintaining high standards of corporate governance. this report outlines the Company’s corporate governance practices with reference to the revised Code of Corporate Governance 2005 (“revised Code”).



Remuneration of Directors For The Year Ended 31 December 2011

RemunerationBand & Name of Director

Base/Fixed Salary

Variable orPerformance-

RelatedIncome/Bonuses

DirectorsFees

Share Options Granted,

Allowances and Other Benefits

$1,000,000 – $1,250,000

lim Hock San 51% 39% n/a 10%

Below $250,000

Wee Cho Yaw n/a n/a 100% n/a

John Gokongwei, Jr. n/a n/a 100% n/a

Antonio l. Go n/a n/a 100% n/a

James l. Go n/a n/a 100% n/a

lance Y. Gokongwei n/a n/a 100% n/a

Gwee lian Kheng n/a n/a 100% n/a

Hwang Soo Jin n/a n/a 100% n/a

Tan Boon Teik n/a n/a 100% n/a

Wee Ee lim n/a n/a 100% n/a

Alvin Yeo Khirn Hai n/a n/a 100% n/a


Remuneration of Key Executives (Who Are Not Also Directors) For The Year Ended 31 December 2011

RemunerationBand & Name of Key Executive

Base/FixedSalary

Variable orPerformance-

RelatedIncome/Bonuses

Share OptionsGranted,

Allowances andOther Benefits

$500,000 – $750,000

michael Ng Seng Tat 77% 13% 10%

$250,000 – $500,000

loy Chee Chang 51% 17% 32%

Goh Poh leng 50% 21% 29%

lee Wah Poh 71% 20% 9%

Below $250,000

Susie Koh 58% 17% 25%

No employee of the Company and its subsidiaries was an immediate family member of a director or the CEo and whose remuneration exceeded $150,000 during the financial year ended 31 december 2011.

michael ng seng tat(Group General manager)

mr michael Ng Seng Tat was managing director of Savills Singapore for 6 years before joining the Group in october 2010. His other previous appointments were managing director of Hamptons International; General manager of the real estate arm of CoSCo Singapore where he handled investment and development projects in Singapore and China; and Associate director of Investment sales at Richard Ellis.

He holds a Bachelor of Science (Estate management) Honours degree from National University of Singapore. mr michael Ng is in charge of property investments and development projects for the Group.

Loy Chee Chang(Senior Financial Controller)

mr loy Chee Chang graduated from the National University of Singapore in 1982 with a Bachelor of Accountancy degree and worked in Pricewaterhouse, Singapore as an

auditor from 1982 to 1991. He joined UIC in 1991 as its Financial Controller. He is the Senior Financial Controller of both UIC and Singapore land limited.

Goh poh Leng(Senior General manager, marketing)

ms Goh Poh leng graduated with a Bachelor of Science (Estate management)(Honours) from the National University of Singapore in 1990 and subsequently obtained her Certified diploma in Accounting and Finance conducted by The Association of Chartered Certified Accountants, UK. Prior to joining the Group, ms Goh worked in an international property consultancy firm for two years. She joined in 1992 and held various positions until her appointment as Senior General manager, marketing in January 2010.

susie Koh(Company Secretary/legal manager)

mrs Susie Koh obtained her l.l.B. (Honours), University of london in 1976 and Barrister-at-law (Gray’s Inn) in 1979. mrs Koh was in private legal practice in Singapore as an



Advocate & Solicitor from 1985. She became an in-house corporate lawyer and held the position of Company Secretary/General manager (legal) in Scotts Holding ltd in 1991 until 1995 when she joined Sembawang Corporation ltd as Senior Vice President, Group legal/Group Company Secretary. She was appointed Company Secretary and legal manager for both UIC and Singapore land limited in 2001. She is a member of the Singapore Academy of law.

Lee Wah poh(managing director of UIC Technologies Pte ltd)

ms lee obtained her Bachelor of Technology with First Class Honours in Chemistry and Control Engineering and master in Business Administration at the University of Bradford, U.K. She worked as a Programmer/ Analyst with Hewlett Packard, Singapore from February 1981 to october 1982.

She joined UIC Computer Systems Pte ltd in November 1982 as an Assistant to the managing director and was promoted to the post of managing director in July 1993. ms lee resigned in 1998 and re-joined the UIC Group to become the managing director of UIC Technologies Pte ltd in march 2000.

The Board provides shareholders with a balanced and understandable assessment of the Company’s performance, position and prospects on a quarterly basis via quarterly announcements of results and other ad hoc announcements as required by SGX-ST; and management provides directors with the management accounts on a monthly basis.

The AC comprises four non-executive directors, namely, the late Tan Boon Teik (Chairman), James l. Go, Hwang Soo Jin and Alvin Yeo Khirn Hai, the majority of whom, including the Chairman, are independent. mr Alvin Yeo Khirn Hai has been appointed Chairman of AC on 19 march 2012 and the Board has nominated Yang Soo Suan as a Non-Executive

Independent director to be considered and approved by the shareholders at the forthcoming Annual General meeting on 27 April 2012. When appointed, Yang Soo Suan will also be a member of the AC. The members have many years of financial management experience in the finance and legal industry.

The main functions and Terms of Reference of the AC are to: (a) review with the external auditor the scope and results of the audit report and its cost effectiveness; (b) review the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance; (c) review the effectiveness of the Company’s material internal controls and risk management and the adequacy of the internal audit function annually; (d) review the assistance given by the Company’s officers to the external and internal auditors and determining that no management restriction has been placed on the scope of the examination of the auditors; (e) commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule and regulation, which has or is likely to have a material impact on the Group’s operating results or financial position; (f ) review Interested Person Transactions (“IPT”); (g) meet with the external and internal auditors annually without the presence of management; and (h) review the independence of external auditors annually; and (i) decide and award tender contracts exceeding $10 million.

The AC has explicit authority to investigate any matter within its Terms of Reference, full access to and co- operation by management and full discretion to invite any director or executive director to attend its meetings, and has reasonable resources to enable it to discharge its functions properly. management has put in place, with the AC’s endorsement, arrangements by which staff of the Group may, in confidence, raise concerns about


possible improprieties in matters of financial reporting or other matters. The objective for such arrangement is to ensure independent investigation of such matter and for appropriate follow-up action.

during the year, the AC held four meetings. The announcements of the quarterly and full year results and the financial statements of the Group and the Auditors’ Report thereon for the full year were reviewed by the AC prior to consideration and approval of the Board.

The AC has met with the external and internal auditors, without the presence of management, at least once during the year. For the financial year 2011, the AC undertook a review of the fees and expenses of the audit and non-audit services provided by the external auditor, PricewaterhouseCoopers llP. For details of fees payable in respect of audit and non-audit services, please refer to Note 7 to the Financial Statements. It assessed whether the nature and extent of the non-audit services might prejudice the independence and objectivity of the auditor before confirming its re-nomination. It was satisfied that such services did not affect the independence of external auditor.

The AC also reviewed the Company’s IPT and the cost-effectiveness of the audit conducted by the external auditor. minutes of the AC meetings are submitted to the Board for information and review.

The Company confirms that Rules 712 and 715 of the SGX-ST listing manual have been complied with.

The Group has in place a sound system of internal controls and risk management for ensuring proper accounting records and reliable financial information as well as management of business risks with a view to safeguarding shareholders’ investments and the Company’s assets. The risk management framework implemented provides for systematic and structured review and reporting

of the assessment of the degree of risk, evaluation of effectiveness of controls in place and the requirements for further controls. The Company has implemented a whistle-blowing policy, approved by the AC, in February 2004.

The Board, with the concurrence of the AC, is satisfied with the adequacy of the Company’s internal controls, addressing financial, operational and compliance risks.

The Group maintains accountability through an internal audit function that is independent of the activities it audits. The internal audit team is guided by the Standards of Professional Practice of internal auditing set by the Institute of Internal Auditors, and it reports directly to the Chairman of the AC and, administratively, to the CEo.

The Company’s internal auditors review the effectiveness of the Company’s material internal controls, including financial, operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls and recommendations for improvements are reported to the AC. The internal audit team has unrestricted access to all records, properties, functions and co-operation from management and staff necessary to effectively discharge its responsibilities. The AC has reviewed the Company’s internal audit function and risk assessment based on reports from the internal audit team, and satisfied that there are adequate internal controls in the Company.

The Company engages in regular, effective and fair communication with its shareholders. The Board provides shareholders with a balanced and understandable assessment of the Company’s performance, position and prospects on a quarterly basis via quarterly announcement of results and other ad hoc announcements as required by SGX-ST. Timely as well as detailed disclosure is made in compliance with the SGX-ST guidelines. When material



information is disseminated to the SGX-ST, such information is posted as soon as practicable on the Company’s website at www.uic.com.sg. Shareholders’ participation at AGms are highly encouraged. Each item of special business included in the Notice of the meeting is accompanied by an explanation for the proposed resolution. Separate resolutions are proposed for substantially separate issues at the meeting. The Chairman of each Board Committee as well as external auditors are normally present at general meetings to address shareholders’ queries, if any.

The Articles allow a member of the Company to appoint one or two proxies to attend and vote on behalf of the member. For fairness to all shareholders, the Company has not amended its Articles to lift the limit on the number of proxies for nominee shareholders. However, upon written request, the Company may allow additional proxies for nominee shareholders to attend the shareholders’ meetings as an “observer” on a case by case basis.

The Company has not amended its Articles to provide for absentia voting as the Board feels that it is difficult to ensure a foolproof system.

The Company has adopted Rule 1207(19) of the SGX-ST listing manual with respect to dealings in the Company’s securities by its directors and employees. Circulars are issued to all directors and employees of the Company and within the Group to remind them of, inter alia, laws of insider trading and the importance of not dealing in the shares of the Company and its subsidiaries on short term consideration and during the “prohibitive periods”.

The Company has adopted an internal policy in respect of any transaction with interested persons and has set out the procedures for review and approval of the Company’s IPT.

Except as disclosed under the section on material Contracts, there were no IPT for the financial year ended 31 december 2011.

There were no other material contracts of the Company or its subsidiaries involving the interests of the CEo, each director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting entered into since the end of the previous financial year, except for the following:

(a) Singland China Holdings Pte. ltd. (a wholly-owned subsidiary of Singapore land limited), Uol Capital Investments Pte. ltd. (a subsidiary of Uol Group limited) and Peak Star Pte. ltd., (a subsidiary of Kheng leong Co Pte ltd), have established a joint venture company, Shanghai Jin Peng Realty Co ltd on a 30:40:30 basis respectively to develop Parcel 11, Chang Feng district, Shanghai, PRC into a mixed-use development comprising residential units and retail component. The purchase price for the site was RmB2.06 billion.

The aforesaid transaction was on normal commercial terms, the risks and rewards of the joint consortium are in proportion to the equity of each joint venture partner.


(b) S.l. development Pte. limited (a wholly-owned subsidiary of Singpore land limited) entered into a joint venture with Uol Venture Investments Pte. ltd (a wholly owned subsidiary of Uol Group limited) in United Venture development (Bedok) Pte. ltd for the acquisition and development of Archipelago, a residential development at Bedok Reservoir Road. The purchase price of the land was $320 million.

The aforesaid transaction was on normal commercial terms, the risks and reward of the joint venture are in proportion to the equity of each joint venture partner (50:50).



sGX Centre

Date of Initial Date ofBoard of Directors Board Appointment Appointment Last Re-ElectionWee Cho Yaw Non-Executive Chairman 26.06.92 27.04.11John Gokongwei, Jr. Non-Executive deputy Chairman 27.07.99 27.04.11 lim Hock San President & Chief Executive officer 01.04.92 24.04.09Antonio l. Go Non-Executive and Independent director 25.04.07 27.04.11James l. Go Non-Executive director 28.05.99 27.04.11lance Y. Gokongwei Non-Executive director 28.05.99 24.04.09Gwee lian Kheng Non-Executive director 28.05.99 27.04.11Hwang Soo Jin Non-Executive and Independent director 31.01.03 27.04.11Tan Boon Teik* Non-Executive and Independent director 24.07.92 27.04.11Wee Ee lim Non-Executive director 28.05.99 27.04.11Alvin Yeo Khirn Hai Non-Executive and Independent director 11.09.02 24.04.09Frederick d. Go Alternate to John Gokongwei, Jr. 18.01.05 n/aPatrick o. Ng Alternate to lance Y. Gokongwei 10.08.99 n/a

Audit Committee Alvin Yeo Khirn Hai Chairman (appointed 19 march 2012)

Tan Boon Teik* Chairman James l. Go member Hwang Soo Jin member

Nominating Committee

Hwang Soo Jin Chairman Wee Cho Yaw member James l. Go member Tan Boon Teik* member Antonio l. Go member

Remuneration Committee Alvin Yeo Khirn Hai Chairman Wee Cho Yaw member James l. Go member Hwang Soo Jin member Antonio l. Go member

Company SecretarySusie Koh

AuditorsPricewaterhouseCoopers llP8 Cross Street #17-00 PWC BuildingSingapore 048424Audit Partner: Sim Hwee Cher (appointed with effect from financial year 2008) Share Registrars KCK CorpServe Pte ltd333 North Bridge Road #08-00KH KEA BuildingSingapore 188721Telephone: 6837 2133Facsimile: 6338 3493

Registered Office24 Raffles Place #22-01/06Clifford Centre Singapore 048621Telephone: 6220 1352Facsimile: 6224 0278Website: www.uic.com.sg Company Registration Number196300181E

*mr Tan Boon Teik passed away on 10 march 2012.


after fifteen months of growth, the office market started to weaken in the third quarter of 2011 following concerns on the Us economy and europe’s sovereign debt crisis. despite the growth achieved in the first nine months of the year, market rents were still about 40% lower than peak rents achieved three years ago.

Local residential market remained active due to low interest rates and high liquidity. prices and sales activities continued to be healthy supported by genuine home buyers and upgraders. However, optimism in the market is contained by global uncertainties and cooling measures implemented by the government.

sGX Centre pan pacific singapore the trizon



the Gatewaysingapore Land tower abacus plaza and tampines plaza



mandarin oriental West mall marina square shopping mall



archipelago at Bedok reservoir (artist’s impression) park natura the excellency, Chengdu


Junction of Tongpu and Danba Road looking South-East (by day)

shanghai Chang Feng poject (artist’s impression) the Westin tianjin the excellency, Chengdu

29

UIC TEChNOLOGIES PTE LTDFor the year ended 31 december 2011, UIC Technoogies Group’s (“UICT Group”) revenue increased by 27% to $80.6 million due to improved hardware sales in corporate sector, notebook sales to Polytechnic students and microsoft software sales to Education and Public Healthcare sectors.

The UICT Group’s pre-tax profit increased by 15% to $2.8 million with a 23% Return on Total Equity.

Amidst the global economic uncertainty for 2012, UICT Group will strive to maintain its preferred IT Solutions and Service Provider position in Education, Financial Services, Healthcare, mid-size Enterprise and the Public sector.

ANNUAl REPoRT 2011 UNITEd INdUSTRIAl CoRPoRATIoN lImITEd

the management team of UIC technologies Group



staff volunteers at Community outreach programme Kickboxing class in action

The HR function focus on the provision of effective services to support business units and deliver initiatives including compensation and benefits, talent management and retention, and performance management.

The Group remains committed to the growth of its employees’ potential through continuous training and development. Regular in-house newsletters, as part of its employee communications programme, update employees on staff activities and movement in the company.

during the year, employees are encouraged to pursue a balanced and healthy lifestyle through Workplace Health Promotion. These programmes, such as physical

and mental health talks, weight management, Vertical Challenge, yoga, aerobics, healthy cooking classes and distribution of fruits were organised. These activities also provide opportunities for employees’ interaction and the enhancement of team spirit.

The Group continues to support corporate and social responsibility programme. In addition to donations to social community organisations, staff volunteers brought a group of underprivileged children for a movie show and lunch. For the eighth consecutive year, staff participated in the annual Bull Run 2011, a 5 km charity fun run organised by the Stock Exchange of Singapore.

sGX Bull Charge group picture of staff

31AnnuAl REpoRt 2011 unitEd industRiAl CoRpoRAtion limitEd 31ANNUAl REPoRT 2011 UNITEd INdUSTRIAl CoRPoRATIoN lImITEd

Site Area(sq metres)

Gross Floor Area

(sq metres)

ApproximateNet Floor

Area(sq metres)

Car Parking

Lots

Capital Value

($m)

Subsidiary Companies’ Investment Properties

Stamford Court 2,072 7,264 5,990 36 86A 4-storey commercial building of shops and offices situated at the junction of Stamford Road and Hill Street

West mall 9,890 26,300 17,042 314 380A 5-storey retail and entertainment complex with three basements of car parking space, located at Bukit Batok Town Centre

Singapore land Tower 5,064 74,215 57,500 288 1,400A 47-storey complex of banks and offices and three basements of car parking space with frontages on Raffles Place/Battery Road

SGX Centre 2 2,970 36,590 25,800 136 498A 29-storey office building with two basements of car parking space located at 4 Shenton Way

(inclusive of 3,336 sqm in SGX

CENTRE 1)

(UIC Group’s interest in SGX

Centre 1 & 2)

Clifford Centre 3,343 37,267 25,470 268 504A 29-storey complex of shops and offices with frontages on both Raffles Place and Collyer Quay

The Gateway 22,381 97,430 69,803 689 1,035A pair of 37-storey towers with two basements of car parking space located at Beach Road

ABACUS Plaza 2,614 10,970 8,397 87 85and Tampines Plaza 2,613 10,965 8,397 79 84A pair of 8-storey office buildings with two basements of car parking space located at Tampines Central 1 in the Tampines Finance Park

marina Square3 Hotels and two investment properties, a 4-storey Retail mall (comprising fashion boutiques, department store, eating and entertainment outlets, food court, cinemas, bowling alley and car park) and a six-storey office building (marina Bayfront)

92,197 315,211 206,780 1,990 881(In respect of

retail mall and office building

only)

5 Shenton WayProposed commercial development (at former location of UIC Building)

6,778 30,933 25,714 588 268

This is part of a 60:40 mixed development (residential/commercial building) with the residential component classified under properties held for sale

AS AT 31 dECEmBER 2011



Site Area(sq metres)

Gross Floor Area

(sq metres)

ApproximateNet Floor

Area(sq metres)

Car Parking

Lots

Capital Value

($m)

Associated Company’s Investment Property

Novena Square 16,673 70,010 57,197 491 900A commercial complex comprising two office towers of 25 and 18 storeys and a three-storey retail block located at the junction of Thomson Road and moulmein Road

TenureSite Area

(sq metres)

Gross Floor Area

(sq metres)

Actual/Expected

Year ofTOP

Subsidiary Companies’ and Joint Venture’s Properties Held For Sale

Completed in 2011Park Natura Freehold 19,823 27,748 2011A 192-unit condominium off Upper Bukit Timah Road

Under developmentThe Excellency, Chengdu leasehold 7,566 77,000 2012Two towers of 51 storeys each with 3 basement car parks at the junction of dacisi Road and Tian Xian Qiao Road North

The Trizon Freehold 18,153 38,122 2012A 289-unit condominium development at Ridgewood Close

ArchipelagoA 577-unit condominium development at Bedok Reservoir Road leasehold 45,623 71,445 2016

5 Shenton WayProposed residential development (at former location of UIC Building)

leasehold 6,778 55,850 2017

This is part of a 60:40 mixed development (residential/commercial building) with the commercial component classified under investment properties


33ANNUAl REPoRT 2011 UNITEd INdUSTRIAl CoRPoRATIoN lImITEd

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44

34 AnnuAl REpoRt 2011 unitEd industRiAl CoRpoRAtion limitEd

The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 december 2011 and the statement of financial position of the Company as at 31 december 2011.

The directors of the Company in office at the date of this report are:

Wee Cho Yaw (Chairman)John Gokongwei, Jr. (deputy Chairman)lim Hock San (President and Chief Executive officer)Antonio l. Go James l. Golance Y. GokongweiGwee lian KhengHwang Soo JinTan Boon Teik Wee Ee limAlvin Yeo Khirn HaiFrederick d. Go (Alternate to John Gokongwei, Jr.)Patrick o. Ng (Alternate to lance Y. Gokongwei)

Arrangements to enable directors to acquire shares and debenturesNeither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under “Share options” of this report.

FoR THE FINANCIAl YEAR ENdEd 31 dECEmBER 2011


(a) According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or related corporations, except as follows:

Holdings registered in name ofdirector or nominee

Holdings in which a directoris deemed to have an interest

At 31.12.2011 At 1.1.2011 At 31.12.2011 At 1.1.2011

United Industrial Corporation Limited (“UIC”)(ordinary shares)

Wee Cho Yaw 1,857,000 1,857,000 658,112,565 646,427,565

John Gokongwei, Jr. - - 497,195,000 495,801,000

lim Hock San 22,000 22,000 - -

Hwang Soo Jin 300,000 300,000 - -

Tan Boon Teik - - - 5,000

Singapore Land Limited

(ordinary shares)

John Gokongwei, Jr. - - 323,565,384 315,327,384

lim Hock San 340,000 340,000 - -

(b) According to the register of directors’ shareholdings, the following director holding office at the end of the financial year had an interest in options to subscribe for ordinary shares of the Company granted pursuant to the UIC Share option Scheme:

No of unissued ordinary shares of the Company under option

At 31.12.2011 At 1.1.2011

lim Hock San

options to subscribe ordinary shares at $2.70 per share (offer dated 5.3.2007) 300,000 300,000options to subscribe ordinary shares at $2.91 per share (offer dated 10.3.2008) 150,000 150,000options to subscribe ordinary shares at $1.07 per share (offer dated 4.5.2009) 100,000 100,000options to subscribe ordinary shares at $2.03 per share (offer dated 26.2.2010) 100,000 100,000options to subscribe ordinary shares at $2.78 per share (offer dated 1.3.2011) 120,000 -

(c) There was no change in any of the above-mentioned directors’ interests between the end of the financial year and 21 January 2012.



Since the end of the previous financial year, no director has received or become entitled to receive a benefit 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 as disclosed in the accompanying financial statements note 31.

UIC Share Option Scheme (a) The UIC Share option Scheme (“ESoS”) which was approved by the shareholders of the Company on 18 may 2001 had

expired on 17 may 2011 and was continued with the shareholders’ approval at an annual general meeting held on 27 April 2011, for a further period of 10 years from 18 may 2011 to 17 may 2021. other than the extension, there is no change in any other rules of the ESoS. The ESoS is administered by the Remuneration Committee (“RC”) comprising the following members:

Alvin Yeo Khirn Hai Chairman (Independent) Wee Cho Yaw member (Non-independent) James l. Go member (Non-independent) Hwang Soo Jin member (Independent) Antonio l. Go member (Independent)

Under the terms of the ESoS, the total number of shares granted shall not exceed 5% of the issued shares of the Company on the day immediately preceding the offer date of the ESoS. The exercise price is equal to the average of the last done price per share of the Company’s ordinary shares on the Singapore Exchange Securities Trading limited (“SGX-ST”) for five market days immediately preceding the date of the offer.

(b) The ESoS became operative on 5 march 2007 upon the Company granting options to key executives to subscribe for 2,610,000 ordinary shares of the Company (“2007 options”). on 10 march 2008 (“2008 options”), 4 may 2009 (“2009 options”) and 26 February 2010 (“2010 options”), the Company granted options to subscribe for 1,068,000 shares, 760,000 shares and 656,000 shares of the Company respectively. Particulars of the 2007 options, 2008 options, 2009 options and 2010 options were set out in the directors’ Reports for respective financial years.

on 1 march 2011, the Company granted options to key executives to subscribe for 894,000 shares at an exercise price of $2.78 per ordinary share (“2011 options”). The 2011 options were accepted by key executives, including an executive director of the Company, lim Hock San.



The details of the 2011 options accepted are as follows:

Number of employeesAt exercise price

of $2.78 per share

Executive director 1 120,000

Executives 15 774,000

16 894,000

(c) Principal terms of the ESoS are set out below:

(i) only full time confirmed executives of the Company or any of its subsidiary companies (including executive directors) are eligible for the grant of options;

(ii) the ESoS shall be in force at the discretion of the RC subject to a maximum period of 10 years and may be continued with the approval of the shareholders;

(iii) all options granted shall be exercisable, in whole or in part (only in respect of 1,000 shares or any multiple thereof ), before the tenth anniversary of the offer date and in accordance with the following vesting schedule:

Vesting schedule Percentage of shares over which

options are exercisable

on or after the second anniversary of the offer date 50%on or after the third anniversary of the offer date 25%

on or after the fourth anniversary of the offer date 25%

The vesting and exercising of vested or unexercised options are governed by conditions set out in the ESoS; and

(iv) participants in the ESoS, shall not, except with the prior approval of the RC in its absolute discretion, be entitled to participate in any other share option schemes or share incentive schemes implemented by companies within or outside the Group. The settlement of options are subject to conditions as set out in the ESoS.

(d) other information required by SGX-ST:(i) The details of options granted to an executive director of the Company, lim Hock San under the ESoS are as

follows:

Granted in thefinancial year ended 31.12.2011

Aggregate granted since commencement of ESoS

to 31.12.2011

Aggregate exercised since commencement of

ESoS to 31.12.2011 Aggregate outstanding

as at 31.12.2011

120,000 770,000 Nil 770,000

(ii) No options have been granted to controlling shareholders or their associates and no participant has received 5% or more of the total options available under the ESoS. No options were granted at a discount during the financial year.



(e) during the financial year, 334,000 shares of the Company were issued upon the exercise of options by:

Holders of Number of shares Exercise price per share

2007 options 60,000 $2.702009 options 274,000 $1.07

334,000

(f ) As at the end of the financial year, the following options to acquire ordinary shares in the Company were outstanding:

date ofgrant of options

options outstanding

at 1.1.2011

options granted in

2011options

exercised

options cancelled

in 2011

options outstanding

at 31.12.2011

Exerciseprice per

sharedate of

expiry

5.3.2007 2,046,000 - (60,000) (204,000) 1,782,000 $2.70 4.3.201710.3.2008 900,000 - - (96,000) 804,000 $2.91 9.3.20184.5.2009 648,000 - (274,000) (36,000) 338,000 $1.07 3.5.201926.2.2010 656,000 - - (72,000) 584,000 $2.03 25.2.20201.3.2011 - 894,000 - (70,000) 824,000 $2.78 28.2.2021

4,250,000 894,000 (334,000) (478,000) 4,332,000

The Audit Committee comprises four non-executive directors, namely, Tan Boon Teik (Chairman), James l. Go, Alvin Yeo Khirn Hai and Hwang Soo Jin, majority of whom including the Chairman, are independent directors.

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act. At a series of meetings convened during the twelve months up to the date of this report, the Audit Committee reviewed reports prepared respectively by the external and the internal auditors and approved proposals for improvements in internal controls. The announcement of quarterly and full year results, the financial statements of the Group and the Independent Auditor’s Report thereon for the full year were also reviewed prior to consideration and approval of the Board.

The independent auditor, PricewaterhouseCoopers llP, has expressed its willingness to accept re-appointment.

on behalf of the directors

WEE ChO YAW LIM hOCK SANdirector director17 February 2012



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 42 to 99 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 2011 and of the results of the business, 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 directors

WEE ChO YAW LIM hOCK SANdirector director

17 February 2012



Report on the Financial StatementsWe have audited the accompanying financial statements of United Industrial Corporation limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 42 to 99, which comprise the consolidated statement of financial position of the Group and statement of financial position of the Company as at 31 december 2011, the consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statementsmanagement 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 Responsibilityour 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.

OpinionIn our opinion, the consolidated financial statements of the Group and 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 2011, and the results, changes in equity and cash flows of the Group for the financial year ended on that date.

To THE mEmBERS oF UNITEd INdUSTRIAl CoRPoRATIoN lImITEd


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 llPPublic Accountants and Certified Public AccountantsSingapore, 17 February 2012

To THE mEmBERS oF UNITEd INdUSTRIAl CoRPoRATIoN lImITEd


Note 2011 2010

$’000 $’000 (restated)

Revenue 4 805,504 1,194,302Cost of sales 5 (451,774) (724,109)Gross profit 353,730 470,193

Investment income 6 3,080 1,648other gains/(losses) - net 1,590 263Selling and distribution costs (19,407) (20,580)Administrative expenses (19,214) (21,156)Finance expenses (5,566) (9,613)Share of results of associated companies 42,207 44,657Share of results of a joint venture (500) -

355,920 465,412Fair value gain on investment properties 16 21,366 691,022profit before income tax 7 377,286 1,156,434

Income tax expense 8 (37,214) (194,095)net profit 340,072 962,339

attributable to:Equity holders of the Company 9 214,158 743,765Non-controlling interests 125,914 218,574

340,072 962,339Basic/diluted earnings per share attributable to equity holders of the Company (expressed in cents per share) 10 15.5 cents 54.0 cents

The accompanying notes form an integral part of these financial statements.



2011 2010

$’000 $’000

(restated)

Net profit 340,072 962,339

other comprehensive income/(expense) taken directly to equity:

Net exchange differences on translation of financial statements of foreign entities 14,578 (6,835)

Total comprehensive income 354,650 955,504

total comprehensive income attributable to:

Equity holders of the Company 224,262 739,710

Non-controlling interests 130,388 215,794

354,650 955,504




Note The Group The Company

2011 2010 2009 2011 2010$’000 $’000 $’000 $’000 $’000

assets (restated) (restated)non-current assetsother receivables 11 73,381 4,305 16,029 1,231,507 1,057,239Available-for-sale financial assets 12 12,045 12,045 12,045 - -Investments in associated companies 13 378,970 233,325 207,384 - -Investment in a joint venture 14 - - - - -Investments in subsidiary companies 15 - - - 1,227,519 1,227,519Investment properties 16 5,219,900 5,458,000 4,597,500 - -Property, plant and equipment 17 479,774 491,518 493,071 737 143

6,164,070 6,199,193 5,326,029 2,459,763 2,284,901

Current assetsCash and cash equivalents 18 100,052 140,028 162,599 565 580Properties held for sale 19 878,932 491,581 892,498 - -Trade and other receivables 20 96,479 182,468 45,712 1,405 188Inventories 1,995 2,561 1,727 - -

1,077,458 816,638 1,102,536 1,970 768

total assets 7,241,528 7,015,831 6,428,565 2,461,733 2,285,669LIaBILItIesCurrent liabilitiesTrade and other payables 21 273,971 256,312 255,626 3,252 2,294Current income tax liabilities 8 85,513 83,729 49,518 696 673Borrowings 22 744,205 649,675 657,545 505,425 468,068

1,103,689 989,716 962,689 509,373 471,035

non-current liabilitiesTrade and other payables 21 54,412 50,245 107,895 154,518 19,391Borrowings 22 41,440 114,741 418,295 - -deferred income tax liabilities 23 552,928 581,391 465,801 - -

648,780 746,377 991,991 154,518 19,391

total liabilities 1,752,469 1,736,093 1,954,680 663,891 490,426

net assets 5,489,059 5,279,738 4,473,885 1,797,842 1,795,243

eQUIty Capital and reserves attributable to

equity holders of the CompanyShare capital 24 1,401,382 1,400,927 1,400,927 1,401,382 1,400,927Reserves 2,538,503 2,326,955 1,610,027 396,460 394,316

3,939,885 3,727,882 3,010,954 1,797,842 1,795,243Non-controlling interests 1,549,174 1,551,856 1,462,931 - -totaL eQUIty 5,489,059 5,279,738 4,473,885 1,797,842 1,795,243





Attributable to equity holders of the Company

share capital

retained earnings

asset revaluation

reserveother

reserve total

non- controlling interests

total equity

$’000 $’000 $’000 $’000 $’000 $’000 $’0002011Balance at 1 January 2011

- as previously reported 1,400,927 2,303,356 29,382 1,924 3,735,589 1,551,856 5,287,445 - effect of adopting INT FRS 115 - (7,707) - - (7,707) - (7,707)

Balance at 1 January 2011, as restated 1,400,927 2,295,649 29,382 1,924 3,727,882 1,551,856 5,279,738Total comprehensive income - 214,158 - 10,104 224,262 130,388 354,650Employee share option scheme

- value of employee services - - - 569 569 - 569 - proceeds from shares issued 455 - - - 455 - 455

Effect of purchase of shares from non-controlling shareholders - 28,051 - - 28,051 (84,553) (56,502)

dividends paid - (41,334) - - (41,334) (48,517) (89,851)Balance at 31 december 2011 1,401,382 2,496,524 29,382 12,597 3,939,885 1,549,174 5,489,059

2010Balance at 1 January 2010

- as previously reported 1,400,927 1,623,342 29,382 5,774 3,059,425 1,476,693 4,536,118 - effect of adopting INT FRS 115 - (48,471) - - (48,471) (13,762) (62,233)

Balance at 1 January 2010, as restated 1,400,927 1,574,871 29,382 5,774 3,010,954 1,462,931 4,473,885

Total comprehensive income/(expense) - 743,765 - (4,055) 739,710 215,794 955,504

Employee share option scheme - value of employee services - - - 205 205 - 205

Effect of purchase of sharesfrom non-controllingshareholders - 18,337 - - 18,337 (81,971) (63,634)

dividends paid - (41,324) - - (41,324) (44,898) (86,222)Balance at 31 december 2010 1,400,927 2,295,649 29,382 1,924 3,727,882 1,551,856 5,279,738




2011 2010

$’000 $’000(restated)

Cash flows from operating activitiesProfit before income tax 377,286 1,156,434Adjustments for:

depreciation of property, plant and equipment 22,341 18,888Employee share option expense 569 205loss on disposal of property, plant and equipment 116 725Share of results of associated companies (42,207) (44,657)Share of results of a joint venture 500 -Fair value gain on investment properties (21,366) (691,022)Investment income (3,080) (1,648)Interest expense 5,566 9,613

operating cash flow before working capital changes 339,725 448,538

Change in operating assets and liabilities:Properties held for sale 69,714 405,379Inventories 566 (834)Trade and other receivables 69,978 (136,795)Trade and other payables 22,373 (53,300)

Cash generated from operations 502,356 662,988

Interest paid (10,077) (18,903)Income tax paid (64,619) (43,735)net cash provided by operating activities 427,660 600,350





Note 2011 2010

$’000 $’000(restated)

Cash flows from investing activitiesPurchase of property, plant and equipment (4,630) (23,889)Proceeds from disposal of property, plant and equipment 30 55Upgrading of investment properties (10,663) (8,552)Redevelopment of an investment property (182,964) (160,556)loan to a joint venture (71,243) -Repayment of loans by associated companies 3,072 10,939Investments in associated companies (94,852) (25,425)Investment in a joint venture (500) -dividends received from unquoted equity investments 1,665 822dividends received from associated companies 15,810 42,841Interest received 1,308 2,124net cash used in investing activities (342,967) (161,641)

Cash flows from financing activitiesRepayment of borrowings (239,780) (311,424)Proceeds from borrowings 261,009 -Proceeds from issue of shares 455 -Purchase of shares from non-controlling shareholders (56,502) (63,634)dividends paid to shareholders (41,334) (41,324)dividends paid to non-controlling shareholders (48,517) (44,898)net cash used in financing activities (124,669) (461,280)

net decrease in cash and cash equivalents (39,976) (22,571)Cash and cash equivalents at beginning of financial year 140,028 162,599Cash and cash equivalents at end of financial year 18 100,052 140,028



These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. GeneraL InFormatIon United Industrial Corporation limited (the “Company”) is incorporated and domiciled in Singapore. The address of its registered office is 24 Raffles Place #22-01/06, Clifford Centre, Singapore 048621.

The Company is listed on the Singapore Exchange.

The principal activity of the Company is that of an investment holding company. The principal activities of the Group consist of development of properties for investment and trading, investment holding, property management, investment in hotels and retail centres, trading in computers and related products, and provision of information technology services.

2. sIGnIFICant aCCoUntInG poLICIes

2.1 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 accounting estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

Amendments to published standards effective in 2011

on 1 January 2011, the Group adopted the new or amended FRS and Interpretations of 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 amended FRS and INT FRS did not result in substantial changes to the Group’s and Company’s accounting policies and had no effect on the amounts reported for the current or prior financial years, except as disclosed below.



2. sIGnIFICant aCCoUntInG poLICIes (continued)

2.1 Basis of preparation (continued)

Amendments to published standards effective in 2011 (continued)

INT FRS 115 - Agreements for the Construction of Real Estate with an Accompanying Note was issued by the Accounting Standards Council (“ASC”) and applies for financial year beginning on or after 1 January 2011. The Group had early adopted this interpretation for the financial year beginning 1 January 2010. Upon the early adoption, revenue for the sale of The Excellency development property in China was recognised only upon completion of construction whereas the sale of residential properties in Singapore continued to be recognised on a percentage of completion basis.

In June 2011, the ASC clarified that its earlier ruling on the recognition of revenue by stage of completion on sales of uncompleted residential properties in Singapore does not address the accounting treatment of sales made with a deferred Payment Scheme (“dPS”) feature. Following this clarification note, the Group has retrospectively recognised such sales on the completion of construction method.

In respect of sales of residential properties in Singapore with a dPS feature, the effects of adopting INT FRS 115 on the previously reported Group’s results are as follows:

Increase/(decrease)

2011 2010 2009$’000 $’000 $’000

Consolidated statement of financial position as at 31 december:

Investments in associated companies - - (12,754)Properties held for sale - (5,291) 312Trade and other payables (current) - 3,995 59,926deferred income tax liabilities - (1,579) (10,135)Retained earnings - (7,707) (48,471)Non-controlling interests - - (13,762)

Consolidated income statement for the financial year ended 31 december:

Revenue 18,976 222,282Cost of sales 9,690 171,954Share of results of associated companies - 12,754Income tax expense 1,579 8,556Non-controlling interests - 13,762

Basic and diluted earnings per share for the financial year ended31 december (cents per share) 0.6 cents 3.0 cents




2.2 revenue recognition

Revenue comprises the fair value of consideration received or receivable for the sale of goods and rendering of services, net of goods and services tax, rebates and discounts after eliminating revenue within the Group.

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that the collectibility of the related receivables is reasonably assured and when the specific criteria for each of the Group’s activities are met as follows:

(a) Rental incomeRental income from operating leases (net of any incentives given to the lessees) on investment properties is

recognised on a straight-line basis over the lease term.

(b) Revenue on sale of properties held for sale

Revenue from sale of properties held for sale in respect of sale and purchase agreements entered into prior to completion of construction is recognised when the properties are delivered to the buyers, except for in cases where the control and risk and rewards of the property are transferred to the buyers as construction progresses.

For sales of uncompleted residential properties made with a Normal Payment Scheme feature in Singapore, the transfer of significant risks and rewards of ownership occurs in the current state as construction progresses. Revenue is recognised by reference to the stage of completion using the percentage of completion method, determined by the level of construction costs incurred as a proportion of the estimated total construction costs to completion.

For sales of overseas development properties and Singapore residential properties made with a deferred Payment Scheme feature, such transfer generally occurs when the property units are completed and delivered to the purchasers. Revenue is recognised upon completion of construction.

(c) Revenue from hotel operations

Revenue from the rental of hotel rooms and other facilities is recognised when the services are rendered. Revenue from the sale of food and beverage is recognised when the goods are delivered to the customer.

(d) Revenue from information technology operations

Revenue from sale of computer hardware and software is recognised when the Group has transferred significant risks and rewards of ownership of the products to the customer on delivery and the customer has accepted the products. Revenue from the rendering of services is recognised when the service is rendered, by reference to completion of specific transaction assessed on the basis of the actual service provided as a proportion to the total services to be performed.

(e) Property management fees

Property management fees are recognised on a straight-line basis over the contract term.

(f ) Interest income

Interest income is recognised on a time proportion basis using the effective interest method.




2.2 revenue recognition (continued)

(g) Dividend income

dividend income is recognised when the right to receive payment is established.

(h) Car parking income

Car parking income is recognised on a straight-line basis based on time proportion.

2.3 Group accounting

(a) Subsidiary companies

(i) Consolidation

Subsidiary companies 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 the 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. Subsidiary companies 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 subsidiary companies 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 company 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 company, 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 company or business comprises the fair values 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 fair value of any pre-existing equity interest in the subsidiary company.

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.




2.3 Group accounting (continued)

(a) Subsidiary companies (continued)

(ii) Acquisition (continued)

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 (i) 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 (ii) fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary company acquired and the measurement of all amounts have been reviewed, the difference is recognised directly in the income statement as a bargain purchase. Please refer to the paragraph “Goodwill on acquisitions” for the subsequent accounting policy on goodwill.

(iii) disposals

When a change in the Group ownership interest in a subsidiary company results in a loss of control over the subsidiary company, the assets and liabilities of the subsidiary company including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to the income statement or transferred directly to retained earnings if required by a specific Standard.

Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained investment at the date when control is lost and its fair value is recognised in the income statement.

Please refer to the paragraph “Investments in subsidiary and associated companies, and joint ventures” for the accounting policy on investments in subsidiary companies in the separate financial statements of the Company.

(b) Transactions with non-controlling interests

Changes in the Group’s ownership interest in a subsidiary company that do not result in a loss of control over the subsidiary company are 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 in retained earnings within equity attributable to the equity holders of the Company.






(c) Associated companies and joint ventures

Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%. Joint ventures are entities over which the Group has contractual arrangements to jointly share control over the economic activity of the entities with one or more parties. Investments in associated companies and joint ventures are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses, if any.

(i) Acquisitions

Investments in associated companies and joint ventures 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 and joint ventures represents the excess of the cost of acquisition of the associate/joint venture over the Group’s share of the fair value of the identifiable net assets of the associate/joint venture 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’ and joint ventures’ post-acquisition profits or losses are recognised in the income statement 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 and joint ventures are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associated company or joint venture equals or exceeds its interest in the associated company or joint venture, 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 or joint venture.

Unrealised gains on transactions between the Group and its associated companies and joint ventures are eliminated to the extent of the Group’s interest in the associated companies and joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of associated companies and joint ventures to ensure consistency of accounting policies with those of the Group.




(c) Associated companies and joint ventures (continued)

(iii) disposals

Investments in associated companies and joint ventures are derecognised when the Group loses significant influence and joint control respectively. 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 or joint control is lost and its fair value is recognised in the income statement.

Please refer to the paragraph “Investments in subsidiary and associated companies, and joint ventures” for the accounting policy on investments in associated companies and joint ventures in the separate financial statements of the Company.

2.4 property, plant and equipment

(a) Measurement

Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of an item of property, plant and equipment initially recognised 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.

(b) Depreciation

Renovations in progress is not depreciated. depreciation is calculated using the straight-line method to allocate the depreciable amounts of property, plant and equipment over their estimated useful lives as follows:

leasehold land and building 45 - 93 years Plant and machinery 10 - 15 years Furniture, fittings and office equipment 5 - 13 years motor vehicles 5 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each statement of financial position date. The effects of any revision are recognised in the income statement when the changes arise.





2.4 property, plant and equipment (continued)

(c) 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 expenses are recognised in the income statement when incurred.

(d) Disposal

on disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the income statement.

2.5 Goodwill on acquisitions

Goodwill on acquisitions of subsidiary companies and businesses represents the excess of (i) 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 (ii) the fair value of the net identifiable assets acquired.

Goodwill on subsidiary companies is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

Goodwill on associated companies and joint ventures is included in the carrying amount of the investments.

Gains and losses on the disposal of subsidiary and associated companies, and joint ventures include the carrying amount of goodwill relating to the entity sold.

2.6 Borrowing costs

Borrowing costs are recognised in the income statement using the effective interest method except for those costs that are directly attributable to the construction or development of properties. This includes those costs on

borrowings acquired specifically for the construction or development of properties, as well as those in relation to general borrowings used to finance the construction or development of properties.

The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less any investment income on temporary investments of these borrowings, are capitalised in the cost of the properties held for sale and investment properties. Borrowing costs on general borrowings are capitalised by applying a

capitalisation rate to construction or development expenditures that are financed by general borrowings.



2.7 properties held for sale

Properties held for sale are those which are intended for sale in the ordinary course of business. Properties held for sale which are unsold are carried at the lower of cost and estimated net realisable value. Cost of properties held for sale includes land, construction and related development costs and interest on borrowings obtained to finance the purchase and construction of the properties. Net realisable value represents the estimated selling price in the

ordinary course of business less costs to complete the development and selling expenses.

Singapore properties held for sale under the Normal Payment Scheme are stated at cost plus attributable profits/losses less progress billings. Progress billings not yet paid by customers are included within “trade and other receivables”. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as due to customers on development projects, under “trade and other payables”. When it is probable that the total development costs will exceed the total revenue, the expected loss is recognised as an expense immediately.

Singapore properties held for sale under the deferred Payment Scheme and overseas properties held for sale are stated at cost and payments received from purchasers prior to completion are included in current liabilities as “monies received in advance”.

2.8 Investment properties

Investment properties of the Group, principally comprising office buildings, are held for long-term rental yields and capital appreciation. Investment properties include properties that are being constructed or developed for future

use as investment properties.

Investment properties are initially recognised at cost and subsequently carried at fair value, representing the open market value determined by independent professional valuers. Changes in fair values are recognised in the income statement.

Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised. The cost of maintenance, repairs and minor improvement is recognised in the income statement when incurred.

on disposal of an investment property, the difference between the disposal proceeds and its carrying amount is recognised in the income statement.

2.9 Investments in subsidiary and associated companies, and joint ventures

Investments in subsidiary and associated companies, and joint ventures are carried at cost less accumulated impairment losses in the Company’s statement of financial position. on disposal of investment in subsidiary and associated companies, and joint ventures, the difference between disposal proceeds and its carrying amount is recognised in the income statement.





2.10 Impairment of non-financial assets

(a) Goodwill

Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is 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 arising from the business combination.

An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a 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 as an expense and is not reversed in a subsequent period.

(b) Intangible assetsProperty, plant and equipmentInvestments in subsidiary and associated companies, and joint ventures

Intangible assets, property, plant and equipment and investments in subsidiary and associated companies, and joint ventures are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the 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, the 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 the income statement, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.

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 this asset 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 the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense, a reversal of that impairment is also credited to the income statement.



2.11 Financial assets

(a) Classification

The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity, and available-for-sale. The classification depends on the nature of the asset and the purpose for which the assets were acquired. management determines the classification of its financial assets at initial recognition and in the case of assets classified as held-to-maturity, re-evaluates this designation at each statement of financial position date.

(i) Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified as held for trading if it is acquired principally for the purpose of selling in the short term. Financial assets designated as at fair value through profit or loss at inception are those that are managed and their performances are evaluated on a fair value basis, in accordance with a documented Group investment strategy. derivatives are also categorised 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 statement of financial position date.

(ii) 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 presented as current assets, except for those expected to be realised later than 12 months after the statement of financial position date which are presented as non-current assets. loans and receivables are presented as “trade and other receivables” and “cash and cash equivalents” on the statement of financial position.

(iii) Held-to-maturity financial assets

Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. They are presented as non-current assets, except for those maturing within 12 months after the statement of financial position date which are presented as current assets.

(iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are presented as non-current assets unless the investment matures or management intends to dispose of the assets within 12 months after the statement of financial position date.





2.11 Financial assets (continued)

(b) 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 carrying amount and the sale proceeds is recognised in the income statement. Any amount in other comprehensive income relating to that asset is reclassified to the income statement.

(c) 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 and loss are recognised immediately as expenses.

(d) Subsequent measurement

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. loans and receivables and held-to-maturity financial assets are subsequently carried at amortised cost using the effective interest method.

Changes in the fair values of financial assets at fair value through profit or loss including the effects of currency translation, interest and dividends, are recognised in the income statement when the changes arise.

Interest and dividend income on available-for-sale financial assets are recognised separately in income statement. Changes in the fair values of available-for-sale debt securities (i.e. monetary items) denominated in foreign currencies are analysed into currency translation differences on the amortised cost of the securities and other changes; the currency translation differences are recognised in the income statement and the other changes are recognised in other comprehensive income and accumulated in the fair value reserve. Changes in fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in other comprehensive income and accumulated in the fair value reserve, together with the related currency translation differences.

(e) Impairment

The Group assesses at each statement of financial position date 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/ Held-to-maturity financial assets

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 the income statement.



2.11 Financial assets (continued)

(e) Impairment (continued)

(i) loans and receivables/ Held-to-maturity financial assets (continued)

The allowance for impairment loss account is reduced through the income statement 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) Available-for-sale financial assets

In addition to the objective evidence of impairment described in note 2.11(e)(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.

If any evidence of impairment exists, the cumulative loss that was recognised in other comprehensive income is reclassified to the income statement. 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 the income statement.

(f ) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.12 Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the statement of financial position date, 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 the income statement over the period of the borrowings using the effective interest method.

2.13 trade and other payables

Trade and other payable represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.





2.14 Fair value estimation of financial assets and liabilities The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter

securities and derivatives) are based on quoted market prices at the statement of financial position date. The quoted market prices used for financial assets 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 and makes assumptions that are based on market conditions existing at each statement of financial position date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flows analyses, are also used to determine the fair values of the financial instruments.

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

2.15 Leases

(a) Operating leases – when the Group is the lessee

leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income statement on a straight-line basis over the period of the lease.

(b) Operating leases – when the Group is the lessor

leases of investment properties where the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is recognised in the income statement on a straight-line basis over the lease term.

Contingent rents are recognised as income in the income statement when earned.

2.16 Inventories

Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis and includes all costs in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.

2.17 Income taxes

Current income tax for current and prior periods is recognised at the amount 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 statement of financial position date.

deferred income tax is recognised for all 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 arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.



2.17 Income taxes (continued)

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary and associated companies, and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A 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.

Under FRS 12 - Income Taxes, where the recovery of the carrying amount of leasehold properties is through receipt of rental income over the remaining useful lives of the properties (“recovery through use”), deferred income tax liability is to be provided on the fair value gains of these properties at the tax rates which the underlying rental income would be subject to. deferred income tax liability is released to the income statement over the remaining useful lives of the properties as the underlying rental income is earned and fair value gains reversed.

Under FRS 12, where the recovery of the carrying amount of leasehold properties is through disposal (“recovery through sale”), deferred income tax liability on the fair value gains is to be computed based on the tax rates that are applicable upon disposal of the properties. As there is currently no capital gains tax in Singapore, where the fair value gains of the Group’s Singapore investment properties are considered capital gains by the Singapore tax authority, no deferred income tax liability would be provided on these fair value gains.

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 statement of financial position date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the statement of financial position date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expense in the income statement, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. deferred income tax arising from a business combination is adjusted against goodwill on acquisition.





2.18 provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as finance expense.

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in the income statement when the changes arise.

2.19 employee compensation

The Group’s contributions are recognised as employee compensation expense when they are due.

(a) Defined contribution plans

defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund. The Group has no further payment obligations once the contributions have been paid.

(b) 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 options is recognised as an expense with a corresponding increase in the share option reserve 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 the grant. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date. At each statement of financial position date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in the income statement, with a corresponding adjustment to the share option reserve over the remaining vesting period.

When the options are exercised, the proceeds received (net of transaction costs) and the related balance previously recognised in the share option reserve are credited to share capital account, when new ordinary shares are issued.



2.20 Currency translation

(a) 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 (“functional currency”). The financial statements are presented in Singapore dollars, which is the functional currency of the Company.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences 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 statement of financial position date are recognised in the income statement. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in other comprehensive income and accumulated in the currency translation reserve.

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 accumulated translation differences is reclassified to income statement, as part of the gain or loss on disposal.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

(c) Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities are translated at the closing exchange rates at the date of the statement of financial position;

(ii) income and expenses are translated at average exchange rates (unless the 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 using the exchange rates at the dates of the transactions); and

(iii) all resulting currency translation differences are recognised in other comprehensive income and accumulated in the currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of the statement of financial position.





2.21 segment reporting

operating segments are reported in a manner consistent with the internal reporting provided to the management who are responsible for allocating resources and assessing performance of the operating segments.

2.22 Cash and cash equivalents

For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are presented as current borrowings on the statement of financial position.

2.23 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.

2.24 dividends to Company’s shareholders

dividends to Company’s shareholders are recognised when the dividends are approved for payment.

3. CrItICaL aCCoUntInG estImates, assUmptIons and jUdGements

Estimates and judgements are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group on its own or in reliance on third party experts, applies estimates and judgements in the following key areas:

(i) the determination of investment property values by independent professional valuers (note 2.8). The carrying amount of investment properties is disclosed in note 16;

(ii) the assessment of the stage of completion, extent of the construction costs incurred and the estimated total construction costs of properties for sale under development (note 2.2(b)). The carrying amount of properties for sale under development is disclosed in note 19; and

(iii) the assessment of adequacy of provision for income taxes (note 2.17). The carrying amounts of current income tax and deferred income tax are disclosed in note 8 and 23 respectively.



4. revenUe

The Group

2011 2010$’000 $’000

(restated) Gross rental income 287,532 297,360 Gross revenue from hotel operations 141,107 124,341 Sale of properties held for sale 287,413 700,466 Gross revenue from information technology operations 80,594 63,677 Car parking income and property management fees 8,858 8,458

805,504 1,194,302

5. Cost oF saLes

The Group

2011 2010$’000 $’000

(restated) Property operating expenses 69,422 68,492 Cost of sales from hotel operations 99,406 89,708 Cost of properties held for sale sold 211,190 510,208 Cost of sales from information technology operations 71,756 55,701

451,774 724,109

6. Investment InCome

The Group

2011 2010$’000 $’000

Interest income from: - Bank deposits 96 188 - Amounts due from associated companies 22 47 - Amount due from a joint venture 909 - - others 388 591

1,415 826

dividend income from unquoted equity investments 1,665 8223,080 1,648


7. proFIt BeFore InCome taX

The following items have been included in arriving at profit before income tax:

The Group

2011 2010$’000 $’000

Charging/(Crediting):Auditor’s remuneration paid/payable to: - Auditors of the Company 668 594 - other auditors * 108 111other fees paid/payable to auditors of the Company 207 205Wages, salaries and other payroll-related costs 56,122 54,015Employer’s contribution to defined contribution plans 5,933 5,274Share option expense 569 205Total employee compensation 62,624 59,494Rental expense - operating leases 984 1,113loss on disposal of property, plant and equipment 116 725depreciation of property, plant and equipment 22,341 18,888Foreign exchange loss/(gain) - net 143 (255)Property tax 24,076 24,481Utilities 20,466 19,000Interest expense on loans 5,566 9,613Cost of inventories recognised as an expense 82,905 65,323

* PricewaterhouseCoopers firms outside Singapore

8. InCome taXes

(a) Income tax expense

The Group

2011 2010$’000 $’000

(restated)

Tax expense/(credit) attributable to profit is made up of: 47,801 48,851 - Current income tax (note (b)) (6,267) 142,125 - deferred income tax (note 23) 41,534 190,976

(over)/Underprovision in preceding financial years - Current income tax (note (b)) (4,794) (1,557) - deferred income tax (note 23) 474 4,676

(4,320) 3,119

37,214 194,095




8. InCome taXes (continued)

(a) Income tax expense (continued)

The tax expense on profit differs from the amount that would arise using the Singapore standard rate of income tax as explained below:

The Group

2011 2010$’000 $’000

(restated)Profit before income tax 377,286 1,156,434less: Share of results of associated companies (42,207) (44,657)less: Share of results of a joint venture 500 -

335,579 1,111,777

Tax calculated at a statutory tax rate of 17% 57,048 189,002Effects of: - different tax rates in other countries 9 (468) - Singapore statutory tax exemption (409) (445) - Change in tax base (17,400) - - Expenses not deductible for tax purposes 3,301 5,794 - Income not subject to tax (1,311) (749) - Utilisation of previously unrecognised deferred income tax assets - (2,825) - deferred income tax assets not recognised 296 762 - others - (95)

Tax expense 41,534 190,976

(b) Movements in current income tax liabilities

The Group The Company

2011 2010 2011 2010$’000 $’000 $’000 $’000

Beginning of financial year 83,729 49,518 673 724Currency translation difference 603 (553) - -Income tax (paid)/refunded (64,619) (43,735) 23 (63)Tax expense on profit for the current financial year (note (a)) 47,801 48,851 - 12overprovision in preceding financial years (note (a)) (4,794) (1,557) - -Transfer from deferred income tax liabilities (note 23) 22,793 31,205 - -End of financial year 85,513 83,729 696 673



8. InCome taXes (continued)

(c) There is no tax charge relating to the components of other comprehensive income.

9. net attrIBUtaBLe proFIt

The net profit attributable to equity holders of the Company can be analysed as follows:

The Group

2011 2010$’000 $’000

(restated)Net profit before fair value gain on investment properties (note 10) 200,230 277,778Fair value gain on investment properties held by subsidiary and associated companies net of deferred income tax and non-controlling interests included in: - Fair value gain on investment properties 21,366 691,022 - Share of results of associated companies 11,362 6,351 - deferred income tax 13,768 (115,063) - Non-controlling interests (32,568) (116,323)

13,928 465,987Net attributable profit 214,158 743,765

10. earnInGs per sHare

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 in issue during the financial year.

diluted earnings per share amounts are calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential shares into ordinary shares. The Company’s dilutive potential ordinary shares are its share options.

The weighted average number of shares in issue is adjusted as if all share options that are dilutive were exercised. The number of shares that could have been issued upon the exercise of all dilutive share options less the number of shares that could have been issued at fair value (determined as the Company’s average share price for the financial year) for the same total proceeds is added to the denominator as the number of shares was issued for no consideration. No adjustment is made to the net profit.



10. earnInGs per sHare (continued)

The Group

2011 2010 (restated)

Net profit attributable to equity holders of the Company ($’000) 214,158 743,765

Weighted average number of ordinary shares in issue for basic earnings per share (’000) 1,377,732 1,377,481Adjustment for share options (’000) 422 289Weighted average number of ordinary shares in issue for diluted earnings per share (’000) 1,378,154 1,377,770

Basic and diluted earnings per share (cents per share) - excluding fair value gain on investment properties held by subsidiary and associated companies (note 9) 14.5 cents 20.2 cents - including fair value gain on investment properties held by subsidiary and associated companies 15.5 cents 54.0 cents

11. otHer reCeIvaBLes


2011 2010 2011 2010$’000 $’000 $’000 $’000

Amounts due from: - associated companies (note (a)) 749 3,799 - 3,072 - a joint venture (note (b)) 72,152 - - - - subsidiary companies (note (c)) - - 1,246,931 1,069,565less: Allowance for impairment in

value of receivables - - (15,559) (15,559)- - 1,231,372 1,054,006

others 480 506 135 16173,381 4,305 1,231,507 1,057,239

(a) Amounts due from associated companies

The amounts due from associated companies for the Group are unsecured, not repayable within the next 12 months and are interest-bearing at floating rate except for an amount of $3,072,000 in 2010 which was interest-free. In 2010, the amount due from an associated company for the Company was unsecured, not repayable within the next 12 months and was interest-free. At the statement of financial position date, the carrying amounts of amounts due from associated companies approximate their fair values.


11. otHer reCeIvaBLes (continued)

(b) Amount due from a joint venture

The amount due from a joint venture for the Group is subordinated to the borrowings of the joint venture, not repayable within the next 12 months and is interest-bearing at floating rate. At the statement of financial position date, the carrying amount of amount due from a joint venture approximates its fair value .

(c) Amounts due from subsidiary companies

The amounts due from subsidiary companies are unsecured, not repayable within the next 12 months and are interest-bearing except for amounts totalling $265,513,000 (2010: $278,794,000) which are interest-free. At the statement of financial position date, the carrying amounts of amounts due from subsidiary companies approximate their fair values. Interest is charged on amounts due from certain subsidiary companies and is based on interest incurred by the Company in respect of bank loans obtained on behalf of these subsidiary companies.

12. avaILaBLe-For-saLe FInanCIaL assets

The Group

2011 2010$’000 $’000

Unquoted equity investments 12,045 12,045

13. Investments In assoCIated CompanIes

The Group

2011 2010 2009$’000 $’000 $’000

(restated)

Unquoted equity investments, at cost 293,946 183,059 157,634Share of post acquisition reserves 85,024 50,266 49,750

378,970 233,325 207,384

The restated summarised financial information of associated company, not adjusted for the proportionate ownership interest held by the Group, is as follows: - Assets 1,829,999 1,357,005 1,376,878 - liabilities 521,503 545,782 686,091 - Revenues 262,826 350,864 377,223 - Net profit 136,186 131,186 63,790

details of associated companies are included in note 35.




14. Investment In a joInt ventUre

The Group

2011 2010$’000 $’000

Unquoted equity investments, at cost 500 -Share of post acquisition reserves (500) -

- -

The summarised financial information of the joint venture, based on the proportionate ownership interest held by the Group, is as follows: - Assets 174,623 - - liabilities 174,623 - - Revenues - - - Net loss 500 -

details of the joint venture is included in note 35.

15. Investments In sUBsIdIary CompanIes

The Company

2011 2010$’000 $’000

Unquoted equity investments, at cost 1,229,212 1,229,212less: Allowance for impairment in value of investments (1,693) (1,693)

1,227,519 1,227,519

details of subsidiary companies are included in note 35.



16. Investment propertIes

The Group

2011 2010$’000 $’000

Completed leasehold properties, at valuation:Beginning of financial year 5,458,000 4,597,500Reclassify to development property (268,000) -Reclassify to properties held for sale (454,000) -Redevelopment of an investment property 183,871 160,926Upgrading 10,663 8,552Fair value gain 21,366 691,022End of financial year 4,951,900 5,458,000

development property, at valuation:Beginning of financial year - -Reclassify from completed leasehold properties 268,000 -End of financial year 268,000 -

5,219,900 5,458,000

Borrowing costs of $907,000 (2010: $370,000) for the redevelopment of an investment property were capitalised during the financial year. A capitalisation rate of 0.9% to 1.1% (2010: 1.1% to 1.2%) per annum was used in 2011, representing the borrowing costs of the loans used to finance the project.

(a) The Group’s completed investment properties consist of the following:

Name of building/location descriptionTenure of land

Unexpired term of lease

Stamford Court61 Stamford RoadSingapore 178892

4-storey office building with shops on a land area of 2,072 square metres. The net area in this building is 5,990 square metres.

99-year lease from 1994

82 years

West mall1 Bukit Batok Central linkSingapore 658713

Retail and family entertainment complex on a land area of 9,890 square metres. The net area in this complex is 17,042 square metres.


83 years

Singapore land Tower50 Raffles PlaceSingapore 048623

47-storey office building on a land area of 5,064 square metres. The net area in this building is 57,500 square metres.

999-year lease from

1826

814 years

Clifford Centre24 Raffles PlaceSingapore 048621

29-storey shopping cum office building on a land area of 3,343 square metres. The net area in this building is 25,470 square metres.

999-year lease from

1826

814 years

The Gateway150/152 Beach RoadSingapore 189720/1

Two 37-storey office buildings on a land area of 22,381 square metres. The net area in these buildings is 69,803 square metres.


70 years


16. Investment propertIes (continued)

(a) The Group’s completed investment properties consist of the following (continued):

Name of building/location descriptionTenure of land


SGX CENTRE 24 Shenton WaySingapore 068807

29-storey office building on a land area of 2,970 square metres. The net area in this building (inclusive of 3,336 square metres in SGX CENTRE 1) is 25,800 square metres.


83 years

ABACUS Plaza3 Tampines Central 1Singapore 529540



84 years

Tampines Plaza5 Tampines Central 1Singapore 529541



84 years

marina Square Retail mall6 Raffles BoulevardSingapore 039594

4-storey retail mall with a retail underpass. The net area in this building is 61,886 square metres.


68 years

marina Bayfront2 Raffles linkSingapore 039392

6-storey office building. The net area in this building is 7,214 square metres.


68 years

marina Square Retail mall and marina Bayfront are components of an integrated commercial complex known as marina Square.

(b) The Group’s development property is as follows:

location of site descriptionTenure of land


5 Shenton WaySingapore 068808

A proposed development comprising commercial space with a gross floor area of 30,933 square metres. The development is expected to be completed in 2015. This is part of a mixed development with the residential component classified under properties held for sale.


99 years

Investment properties are carried at fair values at the statement of financial position date as determined by independent professional valuers. Valuations are made based on the properties’ highest-and-best use using various valuation methods such as direct market Comparison method, Income method and Residual method.

Investment properties are leased to non-related parties under operating leases (note 28(c)).



17. property, pLant and eQUIpment

leasehold land andbuilding

Plant and machinery

Furniture, fittings and

office equipment

motor vehicles

Renovationsin progress

Construtionin progress Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000The Group

2011CostBeginning of financial year 393,563 41,585 109,826 1,374 156 - 546,504Currency translation

difference2,082 1,794 2,977 33 - - 6,886

Additions - - 1,730 253 2,647 - 4,630Transfer in/(out) - 65 276 - (341) - -disposals - (1,621) (3,447) (429) - - (5,497)End of financial year 395,645 41,823 111,362 1,231 2,462 - 552,523

Accumulated depreciationBeginning of financial year 19,535 5,160 29,523 768 - - 54,986Currency translation difference 88 195 488 2 - - 773depreciation charge 6,102 2,242 13,877 120 - - 22,341disposals - (1,621) (3,310) (420) - - (5,351)End of financial year 25,725 5,976 40,578 470 - - 72,749

Net book valueend of financial year 369,920 35,847 70,784 761 2,462 - 479,774

2010CostBeginning of financial year 356,528 12,108 57,492 1,386 166 102,252 529,932Currency translation

difference(5) (177) (284) (38) - (5,471) (5,975)

Additions 4,892 6,386 10,396 149 2,066 - 23,889Transfer in/(out) 32,312 23,820 42,725 - (2,076) (96,781) -disposals (164) (552) (503) (123) - - (1,342)End of financial year 393,563 41,585 109,826 1,374 156 - 546,504

Accumulated depreciationBeginning of financial year 13,517 2,370 20,192 782 - - 36,861Currency translation

difference (22) (47) (123) (9) - - (201)depreciation charge 6,045 2,837 9,908 98 - - 18,888disposals (5) - (454) (103) - - (562)End of financial year 19,535 5,160 29,523 768 - - 54,986

Net book valueend of financial year 374,028 36,425 80,303 606 156 - 491,518



17. property, pLant and eQUIpment (continued)

Furniture, fittingsand office

equipmentmotor

vehicle Total

$’000 $’000 $’000The Company

2011CostBeginning of financial year 696 208 904Additions 493 237 730disposals (508) (208) (716)End of financial year 681 237 918

Accumulated depreciationBeginning of financial year 553 208 761depreciation charge 32 47 79disposals (451) (208) (659)End of financial year 134 47 181

Net book valueend of financial year 547 190 737

2010CostBeginning of financial year 692 208 900Additions 11 - 11disposals (7) - (7)End of financial year 696 208 904

Accumulated depreciationBeginning of financial year 539 208 747depreciation charge 21 - 21disposals (7) - (7)End of financial year 553 208 761

Net book valueend of financial year 143 - 143




18. CasH and CasH eQUIvaLents


2011 2010 2011 2010$’000 $’000 $’000 $’000

Cash at bank and on hand 63,263 55,967 565 580Short-term bank deposits 36,789 84,061 - -

100,052 140,028 565 580

Included in cash and cash equivalents of the Group, are amounts of $11,188,000 (2010: $46,768,000) maintained in the Project Accounts. The funds in the Project Accounts can only be applied in accordance with Housing developers (Project Account) Rules (1997 Ed.).

19. propertIes HeLd For saLe

The Group

2011 2010 2009$’000 $’000 $’000

(restated) (restated)Properties held for sale accounted for using the completion of construction method 139,337 108,942 283,969Properties held for sale accounted for using the percentage of completion method 739,595 382,639 608,529

878,932 491,581 892,498

Properties held for sale accounted for using percentage of completion method can be analysed as follows:

The Group

2011 2010 2009$’000 $’000 $’000

(restated) (restated)

Cost 974,134 603,836 1,025,033Add: development profits recognised on

percentage of completion method 83,849 179,801 252,430less: Progress billings (318,388) (400,998) (668,934)

739,595 382,639 608,529

Progress billings relating to properties held for sale sold but accounted for using the completion of construction method has been classified as “monies received in advance” under current trade and other payables.


19. propertIes HeLd For saLe (continued)

Borrowing costs of $2,236,000 (2010: $6,081,000) were capitalised during the financial year. A capitalisation rate of 0.8% to 7.2% (2010: 1.1% to 6.4%) per annum was used in 2011, representing the borrowing costs of the loans used to finance the projects.

Title

Percentage of completion at 31.12.2011/

Expected year of completion Site area/Gross

floor area (sqm)

Group’s effective

interest %

The Excellency (Chengdu)

leasehold 88%/2012 7,566/77,000 78

The Trizon Freehold 80%/2012 18,153/38,122 78

development site at5 Shenton Way

leasehold Nil/2017 */55,850 100

* The residential component under this site, together with the commercial component (classified under investment properties) are situated on a site area of 6,778 square metres.

20. trade and otHer reCeIvaBLes


2011 2010 2011 2010$’000 $’000 $’000 $’000

Trade receivables 30,612 45,440 - -less: Allowance for impairment of

receivables (2,099) (1,733) - - 28,513 43,707 - -

Accrued receivables 24,081 107,510 - -deposits 750 16,975 496 169Prepaid taxes 8,166 5,031 - -Prepayments 12,167 - - -other receivables 22,802 9,245 909 19

96,479 182,468 1,405 188

Accrued receivables comprise of the balance of sales consideration to be billed upon receipt of Temporary occupation Permit for properties held for sale.

In 2010, included in deposits was an amount of $16,035,000 placed for a land tender. This amount was subsequently converted to investment in an associated company during the year.




21. trade and otHer payaBLes


2011 2010 2009 2011 2010$’000 $’000 $’000 $’000 $’000

(restated) (restated)(a) Current monies received in advance 106,367 73,377 59,926 - - Rental deposits 22,852 28,642 28,589 - - Trade payables 75,886 83,583 105,586 420 212 other payables 10,258 9,108 6,130 495 505 Accrued operating expenses 58,608 61,602 55,395 2,337 1,577

273,971 256,312 255,626 3,252 2,294(b) Non-current Rental deposits 52,788 48,621 50,927 - - Amounts due to an associated company 1,624 1,624 1,624 1,624 1,491 Amounts due to subsidiary companies - - - 152,894 17,900 Amounts due to a non-controlling shareholder of a subsidiary company - - 55,344 - -

54,412 50,245 107,895 154,518 19,391

The amounts due to associated and subsidiary companies are unsecured, not repayable within the next 12 months and are interest-free. At the statement of financial position date, the carrying amounts of non-current trade and other payables approximate their fair values.

22. BorroWInGs


Note 2011 2010 2011 2010$’000 $’000 $’000 $’000

(a) Current Short-term bank loans (unsecured) (i) 738,125 514,840 505,425 468,068 Term loan (secured) (ii) 2,080 134,835 - - Revolving credit loans (unsecured) (iii) 4,000 - - -

744,205 649,675 505,425 468,068(b) Non-current Term loans (secured) (ii) 41,440 17,241 - - Term loan (unsecured) (iv) - 40,000 - - Revolving credit loans (unsecured) (iii) - 57,500 - -

41,440 114,741 - -

Total borrowings 785,645 764,416 505,425 468,068


22. BorroWInGs (continued)

(i) The unsecured short-term loans are drawn under various uncommitted floating rate revolving credit facilities.

(ii) In 2011, $30,000,000 of term loans is secured by way of an open debenture and legal mortgage over certain property, plant and equipment of a subsidiary company with carrying amounts of $368,369,000. The remaining $13,520,000 of term loans is secured by way of legal mortgage over certain property, plant and equipment of a subsidiary company with carrying amounts of $109,350,000.

In 2010, the term loans were drawn under $285,000,000 land and construction loan facilities taken by subsidiary companies and were secured by way of legal mortgages over certain property development projects.

(iii) The revolving credit loans taken by subsidiary companies are obtained by way of a negative pledge over all the assets of those subsidiary companies. In 2010, revolving credit loans were included as non-current liabilities as the Group has the discretion to rollover the loans for at least 12 months after the statement of financial position date. For the purposes of liquidity risk disclosure (note 30(c)), the revolving credit loans have been classified as current as the disclosure is based on actual contractual drawdowns to be repaid within a year.

(iv) The unsecured term loan taken by a subsidiary company was obtained by way of a negative pledge over all the assets of that subsidiary company.

(c) Carrying amounts and fair values

The carrying amounts of non-current borrowings approximate their fair values. The fair values are based on discounted cash flows using a discount rate of 1.0% to 7.2% (2010: 1.0% to 6.5%) based upon the prevailing market rates.

The exposure of the borrowings of the Group and of the Company to interest rate changes and the contractual repricing dates at the statement of financial position dates are as follows:


2011 2010 2011 2010$’000 $’000 $’000 $’000

6 months or less 755,645 744,916 505,425 468,0686 - 12 months 30,000 19,500 - -

785,645 764,416 505,425 468,068



23. deFerred InCome taXes

The Group

2011 2010 2009$’000 $’000 $’000


deferred income tax liabilities: - to be settled within 1 year 11,504 22,793 31,205 - to be settled after 1 year 541,424 558,598 434,596

552,928 581,391 465,801

The movement in the deferred income tax account is as follows:

The Group

2011 2010 2009$’000 $’000 $’000


Beginning of financial year- as previously reported 582,970 475,936 600,222- effect of adopting INT FRS 115 (1,579) (10,135) (11,278)

Beginning of financial year, as restated 581,391 465,801 588,944Currency translation difference 123 (6) (250)Effect of change in Singapore tax rate - - (32,277)(Credited)/Charged to income statement (note 8(a)) (6,267) 142,125 (85,644)Under/(over)provision in preceding financial years (note 8(a)) 474 4,676 (4,972)Transfer to current income tax liabilities (note 8(b)) (22,793) (31,205) -End of financial year 552,928 581,391 465,801

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 tax losses in certain subsidiary companies of approximately $11,732,000 (2010: $11,732,000), which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax losses in their respective countries of incorporation. These tax losses have no expiry dates.



23. deFerred InCome taXes (continued)

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 development

profitsFair value

gain

Acceleratedtax

depreciation Total

The Group $’000 $’000 $’000 $’000

Deferred income tax liabilities

2011Beginning of financial year

- as previously reported 27,422 527,574 27,974 582,970 - effect of adopting INT FRS 115 (1,579) - - (1,579)

Beginning of financial year, as restated 25,843 527,574 27,974 581,391Currency translation difference - - 123 123Charged/(Credited) to income statement 8,454 (14,187) (534) (6,267)Underprovision in preceding financial years - - 474 474Transfer to current income tax liabilities (22,793) - - (22,793)End of financial year 11,504 513,387 28,037 552,928

2010 (restated)Beginning of financial year


Beginning of financial year, as restated 31,903 414,086 19,812 465,801Currency translation difference - - (6) (6)Charged to income statement 25,145 114,643 2,337 142,125(over)/Underprovision in preceding financial years - (1,155) 5,831 4,676Transfer to current income tax liabilities (31,205) - - (31,205)End of financial year 25,843 527,574 27,974 581,391

2009 (restated)Beginning of financial year


Beginning of financial year, as restated 9,249 553,724 25,971 588,944Currency translation difference (250) - - (250)Effect of change in Singapore tax rate (731) (30,110) (1,436) (32,277)Charged to income statement 23,635 (109,528) 249 (85,644)overprovision in preceding financial years - - (4,972) (4,972)End of financial year 31,903 414,086 19,812 465,801



24. sHare CapItaL

The Group and the Company

2011 2010

no. of ordinary

shares amount

No. of ordinary

shares Amount

‘000 $’000 ‘000 $’000

Beginning of financial year 1,377,481 1,400,927 1,377,481 1,400,927Shares issued 334 455 - -End of financial year 1,377,815 1,401,382 1,377,481 1,400,927

All issued shares are fully paid. There is no par value for these ordinary shares.

The UIC Share option Scheme (“ESoS”) which was approved by the shareholders of the Company on 18 may 2001 had expired on 17 may 2011 and was continued with the shareholders’ approval at an annual general meeting held on 27 April 2011, for a further period of 10 years from 18 may 2011 to 17 may 2021. other than the extension, there is no change in any other rules of the ESoS.

Under the terms of the ESoS, the total number of shares granted shall not exceed 5% of the issued shares of the Company on the day immediately preceding the offer date of the option. The exercise price is equal to the average of the last done prices per share of the Company’s ordinary shares on the Singapore Exchange Securities Trading limited (“SGX–ST”) for five market days immediately preceding the date of the offer.

on 1 march 2011 (“offer date”), options were granted pursuant to the ESoS to the executives of the Company and its subsidiary companies to subscribe for 894,000 ordinary shares in the Company at the exercise price of $2.78 per ordinary share.

Principal terms of the ESoS are set out below:

(i) only full time confirmed executives of the Company or any of its subsidiary companies (including executive directors) are eligible for the grant of options;

(ii) the ESoS shall be in force at the discretion of the Remuneration Committee (“RC”) subject to a maximum period of 10 years and may be continued with the approval of the shareholders;




24. sHare CapItaL (continued)

Principal terms of the ESoS are set out below: (continued)

(iii) all options granted shall be exercisable, in whole or in part (only in respect of 1,000 shares or any multiple thereof ), before the tenth anniversary of the offer date and in accordance with the following vesting schedule:

Vesting SchedulePercentage of shares over

which options are exercisable

on or after the second anniversary of the offer date 50%on or after the third anniversary of the offer date 25%on or after the fourth anniversary of the offer date 25%

The vesting and exercising of vested or unexercised options are governed by conditions set out in the ESoS; and

(iv) participants in the ESoS, shall not, except with the prior approval of the RC in its absolute discretion, be entitled to participate in any other share option schemes or share incentive schemes implemented by companies within or outside the Group. The settlement of options are subject to conditions as set out in the ESoS.

movement in the number of unissued ordinary shares under option and their exercise price are as follows:

Beginning of financial

year

Granted during

financial year

Cancelled during

financial year

Exercised during

financial year

End of financial

year

Exercise price

per sharedate of

expiry


20112011 options - 894,000 (70,000) - 824,000 $2.78 28.2.20212010 options 656,000 - (72,000) - 584,000 $2.03 25.2.20202009 options 648,000 - (36,000) (274,000) 338,000 $1.07 3.5.20192008 options 900,000 - (96,000) - 804,000 $2.91 9.3.20182007 options 2,046,000 - (204,000) (60,000) 1,782,000 $2.70 4.3.2017

4,250,000 894,000 (478,000) (334,000) 4,332,000

20102010 options - 656,000 - - 656,000 $2.03 25.2.20202009 options 760,000 - (112,000) - 648,000 $1.07 3.5.20192008 options 1,068,000 - (168,000) - 900,000 $2.91 9.3.20182007 options 2,382,000 - (336,000) - 2,046,000 $2.70 4.3.2017

4,210,000 656,000 (616,000) - 4,250,000

out of the unexercised options for 4,332,000 (2010: 4,250,000) shares, options for 2,435,000 (2010: 1,984,500) shares are exercisable at the statement of financial position date.



24. sHare CapItaL (continued)

The weighted average share price at the time of exercise was $2.83 (2010: Nil) per share.

The fair value of options granted on 1 march 2011 (2010: 26 February 2010), determined using the Binomial Valuation model, was $978,000 (2010: $489,000). The significant inputs into the model were share price of $2.80 (2010: $2.01) at the grant date, exercise price of $2.78 (2010: $2.03), expected dividend yield of 1.07% (2010: 1.49%), standard deviation of expected share price returns of 31% (2010: 32%), the option life shown above and annual risk-free interest rate of 2.6% (2010: 2.7%). The volatility measured as the standard deviation of expected share price returns was based on statistical analysis of share prices over the last five years.

25. dIvIdends


2011 2010$’000 $’000

Final tax-exempt (one-tier) dividend paid in respect of the previous financialyear of 3.0 cents per share (2010: 3.0 cents per share) 41,334 41,324

At the Annual General meeting to be held on 27 April 2012, a final tax-exempt (one-tier) dividend of 3.0 cents per share will be recommended. Based on the number of issued shares as at 31 december 2011, this will amount to $41,334,000 which will be accounted for in shareholders’ equity as an appropriation of retained earnings in the financial year ending 31 december 2012.

26. retaIned earnInGs

(a) Retained earnings of the Group included accumulated fair value gains from the Group’s investment properties amounting to $679,036,000 (2010: $665,108,000).

(b) Reserves of the Company comprise of retained earnings of $393,277,000 (2010: $391,702,000) and share option reserve of $3,183,000 (2010: $2,614,000), of which the movement in retained earnings for the Company is as follows:

The Company

2011 2010$’000 $’000

Beginning of financial year 391,702 389,850Total comprehensive income - net profit 42,909 43,176dividends paid (note 25) (41,334) (41,324)End of financial year 393,277 391,702



27. otHer reserves

The Group

2011 2010$’000 $’000

(a) Foreign currency reserve

Beginning of financial year (690) 3,365Net exchange differences on translation of financial statements of foreign entities 10,104 (4,055)End of financial year 9,414 (690)

(b) Share option reserve

Employee share option schemeBeginning of financial year 2,614 2,409Value of employee services 569 205End of financial year 3,183 2,614

Total 12,597 1,924

28. CommItments

(a) Capital commitments

The Group

2011 2010$’000 $’000

Capital expenditure contracted for but not recognised inthe financial statements in respect of:

- investment in an associated company - 109,351 - upgrading of investment properties 1,838 1,842 - property, plant and equipment 1,664 547

3,502 111,740

(b) Operating lease commitments - where the Group is a lessee

The Group leases certain space under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.



28. CommItments (continued)

(b) Operating lease commitments - where the Group is a lessee (continued)

The future minimum lease payables under non-cancellable operating leases contracted for at the statement of financial position date but not recognised as liabilities, are as follows:

The Group

2011 2010$’000 $’000

Not later than 1 year 979 609Between 1 and 5 years 1,407 890

2,386 1,499

(c) Operating lease commitments - where the Group is a lessor

The Group has entered into commercial property leases on its investment property portfolio, consisting of the Group’s office buildings and retail malls.

The future minimum lease receivables under non-cancellable operating leases contracted for at the statement of financial position date but not recognised as receivables, are as follows:

The Group

2011 2010$’000 $’000

Not later than 1 year 229,906 232,189Between 1 and 5 years 254,822 254,944later than 5 years - 4,959

484,728 492,092

29. ContInGent LIaBILItIes

The Group

2011 2010$’000 $’000

Guarantees given to financial institutions inconnection with borrowings given to a joint venture 96,988 -

The directors are of the view that no material losses will arise from these contingent liabilities.



30. FInanCIaL rIsK manaGement

Financial risk factors

The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability of financial markets on the Group’s financial performance.

Risk management is carried out in accordance with established policies and guidelines approved by the Board of directors.

(a) Market risk

(i) Currency risk

The Group operates dominantly in Singapore, with some operations in the People’s Republic of China. Entities in the Group transact in currencies other than their respective functional currencies (“foreign currencies”) such as United States dollars.

Currency risk arises when transactions are denominated in foreign currencies. As the entities in the Group transact substantially in their respective functional currencies, the currency exposure at the Group is minimal.

In addition, the Group is exposed to currency risk on its monetary assets and liabilities denominated in foreign currencies when they are translated at the statement of financial position date. As these assets and liabilities are substantially denominated in their respective functional currencies, the currency exposure is minimal.

The Company’s exposure to currency risk is minimal as revenue and expenses and assets and liabilities are substantially denominated in Singapore dollars.

(ii) Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates.

The Group’s interest rate risks mainly arise from borrowings. Borrowings at variable rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The Group monitors the interest rates on borrowings closely to ensure that the borrowings are maintained at favourable rates.

If the interest rates increase/decrease by 25 basis points (2010: 25 basis points) with all other variables remaining constant, the profit after tax for the Group will be lower/higher by $773,000 (2010: $1,169,000) as a result of higher/lower interest expense on these borrowings.

The Company does not have any exposure to the interest rates as all its finance expenses are recharged to the subsidiary companies.



30. FInanCIaL rIsK manaGement (continued)

(b) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and obtaining sufficient security where appropriate to mitigate credit risk. For the property investment segment, generally advance deposits of at least 3 months rental (or equivalent amount in bankers’ guarantee) are obtained for all tenancies. For the property trading segment, progress billings from customers are followed up, and appropriate action taken promptly in instances of non-payment or delay in payment. For other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties.

other than amounts due from subsidiary and associated companies, and joint venture, concentration of credit risk relating to trade receivables is limited due to the Group’s many varied customers.

As the Group and the Company does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the statement of financial position.

The Group’s maximum exposure to credit risk in respect of guarantees given to financial institutions in connection with borrowings given to a joint venture is disclosed in note 29.

The Group’s and the Company’s major classes of financial assets are bank deposits, trade receivables and other non-current receivables.

The Group’s and the Company’s other non-current receivables comprise amounts due from associated companies and a joint venture and amounts due from subsidiary and associated companies respectively. These receivables are assessed for their recoverability and any recognition/writeback of allowance for impairment are made where necessary. Information regarding these receivables is disclosed in note 11.

The credit risk profile of the Group’s trade receivables at the statement of financial position date is as follows:

The Group

2011 2010$’000 $’000

By segment of businessProperty investment 4,689 4,545Property trading 29,854 131,406Hotel operations 5,852 5,150Technologies 12,199 10,116

52,594 151,217

(i) Financial assets that are neither past due nor impaired

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.




(b) Credit risk (continued)

(ii) Financial assets that are past due and/or impaired

There is no other significant 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

2011 2010$’000 $’000

Past due 0 to 1 month 5,404 4,593Past due 1 to 2 months 2,511 1,925Past due 2 to 3 months 533 703Past due over 3 months 1,345 722

9,793 7,943

The carrying amount of trade receivables individually determined to be impaired and the movement in the related allowance for impairment are as follows:

The Group

2011 2010$’000 $’000

Beginning of financial year 1,733 1,730Allowance made 787 234Allowance utilised (202) (213)Allowance written-back (219) (18)End of financial year 2,099 1,733

Trade receivables that are individually determined to be impaired at the statement of financial position date relate to debtors that are in significant financial difficulties and have defaulted on payments despite attempts to recover the debts owing through legal means where appropriate. These receivables are not secured by any collateral or credit enhancements.




(c) Liquidity risk

The table below analyses the Group’s and the Company’s financial liabilities into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.

less than 1 year

Between 1 and

3 years

Between 3 and

5 years over

5 years

$’000 $’000 $’000 $’000The Group

at 31 december 2011Trade and other payables (167,604) (48,081) (4,707) (1,624)Borrowings (744,997) (12,370) (30,695) -Financial guarantees (96,988) - - -

(1,009,589) (60,451) (35,402) (1,624)

at 31 december 2010Trade and other payables (182,935) (48,368) (253) (1,624)Borrowings (719,763) (8,009) (10,360) (30,139)

(902,698) (56,377) (10,613) (31,763)The Company

at 31 december 2011Trade and other payables (3,252) (152,894) - (1,624)Borrowings (505,659) - - -

(508,911) (152,894) - (1,624)

at 31 december 2010Trade and other payables (2,294) (17,900) - (1,491)Borrowings (468,331) - - -

(470,625) (17,900) - (1,491)

The Group’s and the Company’s policy on liquidity risk management is to maintain sufficient cash to enable

them to meet their normal operating commitments and the availability of funding through adequate amounts of credit facilities with various banks. At the statement of financial position date, assets held by the Group and the Company for managing liquidity risk included cash and short-term deposits as disclosed in note 18.




(d) Capital risk

The Group’s main objective when managing capital is to safeguard the Group’s ability to continue as a going concern. The Group manages capital using various common measures applied by real estate companies which may include adjusting the dividend payment, returning capital to shareholders or issuing new shares.

management monitors the Group’s capital using a ratio calculated as debt divided by net assets. debt comprises total borrowings and net assets are calculated as total assets less total liabilities.

The Group

2011 2010 2009$’000 $’000 $’000

debt 785,645 764,416 1,075,840Net assets (restated) 5,489,059 5,279,738 4,473,885

debt/Net assets ratio 14% 14% 24%

The Group and the Company are in compliance, where applicable, with all externally imposed capital requirements for the financial years ended 31 december 2010 and 2011.

(e) Financial instruments by category

The aggregate carrying amounts of loans and receivables and financial liabilities at amortised cost are as follows:


2011 2010 2011 2010$’000 $’000 $’000 $’000

loans and receivables 249,579 321,770 1,233,477 1,058,007Financial liabilities at amortised

cost 1,007,661 997,596 663,195 489,753



31. reLated party transaCtIons

(a) In addition to the related party information shown elsewhere in the financial statements, the following transactions took place between the Group and related parties during the financial year:

The Group

2011 2010$’000 $’000

transactions with a joint ventureProject management fees income received 200 -Fees received for arrangement of bank loan 60 -transactions with an associated companyProject management fees income received 50 48transactions with a non-controlling shareholder of

a subsidiary companyProject management fees paid 35 40transactions with a firm in which a director has an interestProfessional fees paid 109 30

(b) Key management personnel compensation

Key management’s remuneration included fees, salary, bonus and other emoluments (including benefits-in-kind) computed based on the cost incurred by the Group and the Company, and where the Group or the Company did not incur any costs, the value of the benefit is included. The total key management’s remuneration is as follows:

The Group

2011 2010$’000 $’000

directors of the Company- Fees 660 771- Salaries, bonus and other emoluments 1,158 1,094- Employer’s contribution to defined contribution plan 9 8- Share option expense 97 86

1,924 1,959



32. seGment InFormatIon

For management purposes, the Group is organised into business units based on their products and services, and has four reportable operating segments as follows:

• Propertyinvestment-leasingofcommercialofficeproperty,propertymanagement,investmentholding,andinvestment in retail centres.

• Propertytrading-developmentofpropertiesfortrading.

• Hoteloperations-operationofhotels.

• Technologies-distributionofcomputersandrelatedproducts;provisionofsystemsintegrationandnetworkinginfrastructure services.

Except as indicated above, no operating segments have been aggregated to form the above reportable operatingsegments.

Property investment Property trading Hotel operations Technologies The Group

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

(restated) (restated)revenue

- external sales 296,390 305,818 287,413 700,466 141,107 124,341 80,594 63,677 805,504 1,194,302

Segment result 230,892 231,751 59,676 177,928 28,271 21,052 2,761 2,388 321,600 433,119Unallocated costs (4,901) (4,399)Interest income 1,415 826dividend income 1,665 822Finance expenses (5,566) (9,613)Share of results

of associated companies 17,559 11,894 1,374 15,484 23,274 17,279 - - 42,207 44,657

Share of results of a joint venture - - (500) - - - - - (500) -

355,920 465,412Fair value gain on

investment properties 21,366 691,022 - - - - - - 21,366 691,022

profit before income tax 377,286 1,156,434

Segment assets 5,727,210 5,524,069 601,108 734,219 512,968 507,421 21,272 16,797 6,862,558 6,782,506Investments in

associated companies 119,197 101,638 143,866 28,067 115,907 103,620 - - 378,970 233,325

Consolidated total assets 7,241,528 7,015,831

other segment items

Capital expenditure 194,516 174,157 7 10 3,104 18,738 630 92 198,257 192,997depreciation 306 1,637 11 277 21,882 16,876 142 98 22,341 18,888



32. seGment InFormatIon (continued)

Geographical information

Singapore is the home country of the Company which is also an operating company. The areas of operation are holding of investment properties for leasing, property development and trading, investment holding, property management, and investment in hotels and retail centres.

Revenue is based on the country in which the sale is originated. Non-current assets are shown by the geographicalarea in which the assets are located.

Revenue Non-current assets

2011 2010 2011 2010$’000 $’000 $’000 $’000

(restated)Singapore 784,543 1,158,349 5,826,722 6,048,839China 20,961 35,953 251,922 134,004

805,504 1,194,302 6,078,644 6,182,843

33. neW or revIsed aCCoUntInG standards and InterpretatIons

Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2012 or later periods which the Group has not early adopted. The Group does not expect that the adoption of these accounting standards or interpretations will have a material impact on the Group’s financial statements for the financial year ending 31 december 2012, except for the amendments to FRS12 deferred Tax: Recovery of Underlying Assets (effective for annual periods beginning 1 January 2012).

FRS 12 currently requires an entity to measure the deferred income tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. The amendments to FRS 12 introduce an exception to the existing principle for the measurement of deferred income tax assets or liabilities on investment properties measured at fair value, where it is presumed that the carrying amount of an investment property is recovered entirely through sale unless this presumption is rebutted. The Group estimates that, due to this change, which will be applied on 1 January 2012, the deferred income tax liabilities would have been decreased by $487,700,000 in 2011. Consequently, the reserves attributable to the equity holders of the Company would increase by $368,300,000.

34. aUtHorIsatIon oF FInanCIaL statements

These financial statements were authorised for issue in accordance with a resolution of the Board of directors ofUnited Industrial Corporation limited on 17 February 2012.



35. LIstInG oF sUBsIdIary and assoCIated CompanIes, and joInt ventUre In tHe GroUp

Principal activities

Country of incorporation/

businessThe Group’s

equity holding

2011 2010% %

Subsidiary companies

UIC development (Private) limited Investment holding Singapore 100 100

UIC Enterprise Pte ltd Investment holding Singapore 100 100

UIC Investment Pte ltd Property trading Singapore 100 100

UIC Investments (Properties) Pte ltd Property investment Singapore 100 100

UIC Supplies Pte ltd Property trading Singapore 100 100

UIC land Pte ltd Property investment Singapore 100 100

UIC management Services Pte. ltd. Property management agents Singapore 100 100

Active Building & Civil Construction (1985) Pte ltd Investment holding Singapore 100 50

Networld Realty Pte ltd Investment holding Singapore 100 100

UIC China Realty Pte. ltd. Investment holding Singapore 100 100

Alprop Pte ltd Property investment Singapore 89 88

Singapore land limited Investment holding Singapore 78 76

Gateway land limited Property investment Singapore 78 76

Ideal Homes Pte. limited Property trading Singapore 78 76

Realty management Services (Pte) ltd. Property management agents Singapore 78 76

RmA-land development Private ltd Property investment Singapore 78 76

Shing Kwan Realty (Pte.) limited Property investment Singapore 78 76and investment holding

Singland (Chengdu) development Co. ltd. #

Property trading People’s Republic of China

78 76

S.l. development Pte. limited Property investment Singapore 78 76and investment holding



35. LIstInG oF sUBsIdIary and assoCIated CompanIes, and joInt ventUre In tHe GroUp (continued)




equity holding

2011 2010% %

Subsidiary companies

S l Prime Properties Pte ltd Property investment Singapore 78 76

S l Prime Realty Pte ltd Property investment Singapore 78 76

S.l. Properties limited Property investment and investment holding

Singapore 78 76

Pothonier Singapore Pte ltd Investment holding Singapore 78 76

Shenton Holdings Private limited Investment holding Singapore 78 76

Singland China Holdings Pte. ltd. Investment holding Singapore 78 76

S.l. Home loans Pte. ltd. Investment holding Singapore 78 76

S.l. management Services Pte limited Investment holding Singapore 78 76

Brendale Pte. ltd. Property trading Singapore 62 62

UIC Asian Computer Services Pte ltd Retailing of computer hardware and software

Singapore 60 60

UIC Investments (Equities) Pte ltd Investment holding Singapore 60 60

UIC Technologies Pte ltd Investment holding Singapore 60 60

UIC JinTravel (Tianjin) Co., ltd # Property investment and trading

People’s Republic of China

51 51

marina Centre Holdings Private limited +

Property development and investment

Singapore 42 41

marina Food Court Pte ltd + Food court operator Singapore 42 41

marina management Services Pte ltd +

Property management agents Singapore 42 41

Hotel marina City Private limited+ Hotelier Singapore 42 41







equity holding

2011 2010% %

Associated companies

United Regency Pte ltd Property trading Singapore 40 40

Avenue Park development Pte. ltd. ## Property trading Singapore 38 37

Tianjin Yan Yuan International Hotel * Hotel investment People’s Republic of China

36 36

Shanghai Jin Peng Realty Co ltd * Property trading People’s Republic of China

24 23

Aquamarina Hotel Private limited Hotelier Singapore 21 20

marina Bay Hotel Private limited Hotelier Singapore 21 20

Novena Square development ltd ++ Property investment Singapore 16 15

Novena Square Investments ltd ++ Property investment Singapore 16 15

Joint venture

United Venture development(Bedok) Pte. ltd. (formerly known as United Venture development Pte. ltd.)

Property trading Singapore 39 38

Inactive companiesSubsidiary companies

Netpearl Sdn Bhd # malaysia 100 100

Networld Pte ltd Singapore 100 100

UIC China Resources Pte. ltd. Singapore 100 100

UIC Commodities Pte ltd Singapore 100 100

UIC Printedcircuits Pte ltd Singapore 100 100

UIC Indochina Pte ltd Singapore 100 100






equity holding

2011 2010% %

Inactive companiesSubsidiary companies

Union Commodities Pte ltd Singapore 100 100

Interpex Services Private limited Singapore 78 76

Asian Computer Services Pte ltd Singapore 60 60

Grocorp Assets Sdn Bhd # malaysia 51 51

S l Realty management Service (HK) limited ^^ Singapore - 76

Associated companies

CITIC-UIC Investment Pte ltd Singapore 50 50

UVd Pte. ltd. (formerly known as United Venture Investments Pte. ltd.)

Singapore 39 38

Kogan Investments limited ^ British Virgin Islands 39 38

marina laundry Private limited Singapore 29 28

notes

+ Effective interest is less than 50% as the subsidiary company is indirectly held by another subsidiary company.

++ Effective interest is less than 20% as the associated company is directly held by another subsidiary company.

All the subsidiary and associated companies, and joint venture are audited by PricewaterhouseCoopers llP, Singapore except for the following:

# Audited by PricewaterhouseCoopers firms outside Singapore.

## Audited by Ernst & Young llP, Singapore.

* Audited by other auditors. This foreign incorporated company is not considered a significant associated company under the SGX-ST listing manual.

^ Not required to be audited by the law of the country of incorporation.

^^ Not applicable as company was deregistered during the year.


2007 – 2011

GRoUP PRoFIT ANd loSS ACCoUNTS - Year ended 31 december

($’000) 2007 2008 2009 2010 2011

(restated) (restated) (restated) (restated)Revenue 431,673 746,817 1,032,084 1,194,302 805,504

Profit/(loss) before income tax 1,898,871 (97,374) (252,305) 1,156,434 377,286 Income tax (expense)/credit (301,460) 12,306 76,228 (194,095) (37,214)Net profit/(loss) 1,597,411 (85,068) (176,077) 962,339 340,072

Attributable to:Equity holders of the Company

- Net profit from operations 104,737 149,248 252,064 277,778 200,230 - Net fair value gain/(loss) on investment properties 1,051,243 (262,133) (383,594) 465,987 13,928

1,155,980 (112,885) (131,530) 743,765 214,158 Non-controlling interests 441,431 27,817 (44,547) 218,574 125,914

1,597,411 (85,068) (176,077) 962,339 340,072

dividends proposed (net) 41,324 41,324 41,324 41,324 41,334

GRoUP STATEmENTS oF FINANCIAl PoSTIoN - As at 31 december

($’000) 2007 2008 2009 2010 2011

(restated) (restated) (restated) (restated)Investment properties 5,476,361 5,248,437 4,597,500 5,458,000 5,219,900 Property, plant and equipment 401,863 397,531 493,071 491,518 479,774 other non-current assets 248,941 241,253 235,458 249,675 464,396 Current assets 1,160,169 1,218,843 1,102,536 816,638 1,077,458 Total assets 7,287,334 7,106,064 6,428,565 7,015,831 7,241,528 Current liabilities (1,072,340) (1,192,189) (962,689) (989,716) (1,103,689)Non-current liabilities (1,302,358) (1,152,262) (991,991) (746,377) (648,780)Net assets employed 4,912,636 4,761,613 4,473,885 5,279,738 5,489,059

Share capital 1,400,927 1,400,927 1,400,927 1,400,927 1,401,382 Reserves 1,907,885 1,758,420 1,610,027 2,326,955 2,538,503

3,308,812 3,159,347 3,010,954 3,727,882 3,939,885 Non-controlling interests 1,603,824 1,602,266 1,462,931 1,551,856 1,549,174 Total equity 4,912,636 4,761,613 4,473,885 5,279,738 5,489,059


2007 – 2011

oTHER dATA - Year ended 31 december

($’000) 2007 2008 2009 2010 2011

(restated) (restated) (restated) (restated)Profit/(loss) before income tax - % of revenue 440 (13) (24) 97 47

Profit/(loss) attributable to equity holders of the Company - % of revenue 268 (15) (13) 62 27 - % of share capital and reserves 35 (4) (4) 20 5

Earnings/(loss) per share (cents) - excluding fair value gain/loss on investment

properties 7.6 10.8 18.3 20.2 14.5

- including fair value gain/loss on investment properties

83.9 (8.2) (9.5) 54.0 15.5

dividends proposed - per share (cents) 3.00 3.00 3.00 3.00 3.00 - cover (times) 28.0 n.a. n.a. 18.0 5.2

Net asset value per share ($) 2.40 2.29 2.19 2.71 2.86

n.a. - Not applicable

Certain prior years’ figures have been restated following the clarification note by the Accounting Standards Council on Interpretation of Singapore Financial Reporting Standard 115 – Agreements for the Construction of Real Estate with an Accompanying Note.


AS AT 1 mARCH 2012

number of Issued shares : 1,377,987,220 ordinary sharesvoting rights : one vote per share

distribution of shareholdings as at 1 march 2012

Size of Shareholdings No. of Shareholders % No. of Shares %

1 - 999 991 8.74 372,516 0.03 1,000 - 10,000 7,994 70.53 33,731,964 2.45 10,001 - 1,000,000 2,332 20.57 88,468,498 6.42 1,000,001 and above 18 0.16 1,255,414,242 91.10 Total 11,335 100.00 1,377,987,220 100.00

List of 20 Largest shareholders as at 1 march 2012

No. Name No. of Shares %

1 UoB KAY HIAN PTE lTd 591,232,376 42.91 2 oVERSEA CHINESE BANK NomS PTE lTd 290,077,243 21.05 3 dBS VICKERS SECS (S) PTE lTd 150,653,350 10.93 4 UNITEd oVERSEAS BANK NomINEES 95,280,347 6.91 5 UoB NomINEES (2006) PTE lTd 45,707,377 3.32 6 dBS NomINEES PTE lTd 31,119,466 2.26 7 CITIBANK NomS S'PoRE PTE lTd 22,199,122 1.61 8 CImB SEC (S'PoRE) PTE lTd 5,241,375 0.38 9 oCBC NomINEES SINGAPoRE 3,601,670 0.26 10 HSBC (SINGAPoRE) NomS PTE lTd 3,206,217 0.23 11 dBSN SERVICES PTE lTd 3,093,450 0.22 12 SHANWood dEVEloPmENT PTE lTd 3,000,000 0.22 13 KWEE SIU mIN @ SUdJASmIN KUSmIN oR dIANAWATI TJENdERA 2,790,000 0.20 14 mERRIll lYNCH (S'PoRE) PTE lTd 2,514,497 0.18 15 CHING mUN FoNG 1,954,000 0.14 16 KI INVESTmENTS (HK) lImITEd 1,446,000 0.10 17 PRImA INVESTmENT HoldINGS (SINGAPoRE) PTE lTd 1,215,000 0.09 18 mAYBANK KIm ENG SECS PTE lTd 1,082,752 0.08 19 oCBC SECURITIES PRIVATE lTd 912,382 0.07 20 ESPoIR INVESTmENTS PTE lTd 899,000 0.07

totaL 1,257,225,624 91.23


AS AT 1 mARCH 2012

substantial shareholders’ shareholdings as at 1 march 2012

Shareholdings registered in the name of substantial shareholders or nominees

Shareholdings in which the substantial shareholders

are deemed to have an interest

Name No. of Shares No. of Shares %

1) Uol Equity Investments Pte ltd 558,499,565 (1) nil 40.53

2) Uol Group limited 32,318,000 (2) 558,499,565 (2) 42.88

3) dr Wee Cho Yaw 1,857,000 658,375,565 (3) 47.91

4) Telegraph developments ltd 497,195,000 (4) nil 36.08

notes:

(1) Uol Group limited and dr Wee Cho Yaw have deemed interests in the UIC shares of Uol Equity Investments Pte ltd.

(2) dr Wee Cho Yaw is deemed to have an interest in the UIC shares held by Uol Group limited.

(3) dr Wee Cho Yaw’s deemed interest in the 658,375,565 UIC shares is derived as follows:

United overseas Bank Nominees (Pte) ltd 61,343,000 - beneficiary: Straits maritime leasing Private limited

United overseas Bank Nominees (Pte) ltd 6,215,000 - beneficiary: Haw Par Capital Pte ltd

UoB Kay Hian Private limited 32,318,000 - beneficiary: Uol Group limited

UoB Kay Hian Private limited 558,499,565 - beneficiary: Uol Equity Investments Pte ltd

(4) By virtue of Section 7 of the Companies Act, Cap. 50, JG Summit Philippines limited, JG Summit Holdings, Inc. and dr John Gokongwei, Jr. are deemed to have an interest in the 497,195,000 UIC shares held by Telegraph developments ltd (“Telegraph”) as follows:

i) JG Summit Philippines limited is the holding company of Telegraph;

ii) JG Summit Holdings, Inc. is the holding company of JG Summit Philippines limited; and

iii) dr. John Gokongwei, Jr. has an interest of more than 20% of the voting shares in JG Summit Holdings, Inc.

rULe 723 oF tHe sGX-st LIstInG manUaL

Based on the information available to the Company as at 1 march 2012, approximately 15.98% of the issued ordinary shares of the Company is held by the public and therefore the Company has complied with the Exchange’s requirement that at least 10% of equity securities (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public.


NOTICE IS hEREBY GIVEN that the 50th Annual General meeting of United Industrial Corporation limited will be held at 80 Raffles Place, 61st Storey, UoB Plaza 1, Singapore 048624, on Friday, 27 April 2012 at 3.00 p.m. to transact the following business:

1. To receive and adopt the directors’ Report and Audited Financial Statements for the financial year ended 31 december

2011 and the Auditors’ Report thereon.

2. To declare a first and final dividend of 3.0 cents per share tax-exempt (one-tier) for the financial year ended 31 december 2011. (2010: 3.0 cents)

3. To approve directors’ fees of $328,750 for the financial year ended 31 december 2011. (2010: $391,750)

4. To re-elect the following directors, who will retire by rotation pursuant to Article 104 of the Articles of Association of the Company and who, being eligible, offer themselves for re-election:

(a) mr lim Hock San(b) mr lance Y. Gokongwei(c) mr Alvin Yeo Khirn Hai (See Explanatory Note 1)

5. To re-appoint the following directors, each of whom will retire and seek re-appointment under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General meeting until the next Annual General meeting:

(a) dr Wee Cho Yaw (b) dr John Gokongwei, Jr. (c) mr Hwang Soo Jin (See Explanatory Note 2) (d) mr Antonio l. Go(e) mr James l. Go (See Explanatory Note 3)(f ) mr Gwee lian Kheng

6. To re-appoint messrs PricewaterhouseCoopers llP as Auditors of the Company to hold office until the next Annual General meeting of the Company and to authorise the directors to fix their remuneration. (See Explanatory Note 4)

To consider and, if thought fit, to pass, with or without modifications, the following resolutions as ordinary Resolutions:

7. That mr Yang Soo Suan, who is over seventy years of age be and is hereby appointed as a Non-Executive Independent director of the Company pursuant to Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General meeting until the next Annual General meeting. (See Explanatory Note 5)

UNITEd INdUSTRIAl CoRPoRATIoN lImITEd (ComPANY REGISTRATIoN No. 196300181E) INCoRPoRATEd IN THE REPUBlIC oF SINGAPoRE


8A. That pursuant to Section 161 of the Companies Act, Cap 50, and subject to the listing rules, guidelines and directions (“listing Requirements”) of the Singapore Exchange Securities Trading limited (“SGX-ST”), the directors of the Company be and are hereby authorised to issue:

(i) shares in the capital of the Company (“Shares”);(ii) convertible securities(iii) additional convertible securities issued pursuant to adjustments; or(iv) Shares arising from the conversion of the securities in (ii) and (iii) above,

(whether by way of rights, bonus, or otherwise or pursuant to any offer, agreement or option made or granted by thedirectors during the continuance of this authority which would or might require Shares or convertible securities to beissued during the continuance of this authority or thereafter) at any time, to such persons, upon such terms andconditions and for such purposes as the directors may, in their absolute discretion, deem fit (notwithstanding that theauthority conferred by this ordinary Resolution may have ceased to be in force), provided that:

a. the aggregate number of Shares and convertible securities to be issued pursuant to this ordinary Resolution (including Shares to be issued in pursuance of convertible securities made or granted pursuant to this ordinary Resolution) does not exceed 50% of the total number of issued Shares (excluding treasury shares) provided that the aggregate number of Shares to be issued other than on a pro rata basis to Shareholders of the Company (including Shares to be issued in pursuance of instruments made or granted pursuant to this ordinary Resolution) does not exceed 20% of the total number of issued Shares;

b. (subject to such other 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 (a) above, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury shares) at the time of the passing of this ordinary Resolution, after adjusting for:

(1) any new Shares arising from the conversion or exercise of convertible securities;

(2) (where applicable) any new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this ordinary Resolution is passed, provided the options or awards were granted in compliance with the listing Requirements; and

(3) any subsequent bonus issue, consolidation or subdivision of Shares;

c. in exercising the authority conferred by this ordinary Resolution, the Company complies with the listing Requirements (unless such compliance has been waived by the SGX-ST) and the existing Articles of Association of the Company; and



d. such authority shall, unless revoked or varied by the Company at a general meeting, continue to be in force until the conclusion of the next Annual General meeting of the Company or the date by which the next Annual General meeting of the Company is required by law to be held, whichever is the earlier. (See Explanatory Note 6)

8B. That the directors be and are hereby authorised to:

a. offer and grant options to any full-time confirmed employee (including any Executive director) of the Company and its subsidiaries who are eligible to participate in the United Industrial Corporation limited Share option Scheme (the “Scheme”); and

b. 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 Scheme,

provided that the aggregate number of Shares to be issued pursuant to this ordinary Resolution shall not exceed 5% of the total issued Shares in the capital of the Company (excluding treasury shares) from time to time. (See Explanatory Note 7)

9. To transact any other ordinary business as may be transacted at an Annual General meeting of the Company.

By order of the Boardsusie Koh Company SecretarySingapore, 28 march 2012

NOTE:A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited at the Registered office of the Company at 24 Raffles Place #22-01/06, Clifford Centre, Singapore 048621 not less than 48 hours before the time appointed for holding the annual general meeting.



Explanatory Notes:

1. mr Alvin Yeo Khirn Hai, if re-appointed, will remain as an Audit Committee Chairman and will be considered as an Independent director pursuant to Rule 704(8) of the SGX-ST listing manual.

2. mr Hwang Soo Jin, if re-appointed, will remain as an Audit Committee member and will be considered as an Independent director pursuant to Rule 704(8) of the SGX-ST listing manual.

3. mr James l. Go, if re-appointed, will remain as an Audit Committee member and will be considered as a non Independent director pursuant to Rule 704(8) of the SGX-ST listing manual.

4. The Audit Committee undertook a review of the fees and expenses of the audit and non-audit services provided by the external auditor, messrs PricewaterhouseCoopers llP. It assessed whether the nature and extent of the non-audit services might prejudice the independence and objectivity of the auditor before confirming its re-nomination. It was satisfied that such services did not affect the independence of the external auditor.

5. mr Yang Soo Suan is an Architect by training and has more than 48 years of professional practice experience.

He is a director of United overseas Insurance limited and United International Securities limited. He is a life Fellow of the Singapore Institute of Architects, a Fellow member of the Singapore Society of Project managers, and a member of the Singapore Institute of directors. He is the former Chairman of Architects 61 Pte ltd and National Fire Prevention Council. He is also a former Board member of the Housing and development Board and the Board of Architects, a former President of the Singapore Institute of Architects and currently a member of the Appeals Board (land Acquisition).

mr Yang Soo Suan holds a Bachelor of Architecture (Honours) in design, Town Planning and Building (1961) from melbourne University, Australia and was awarded the Bintang Bakti masyarakat (Public Service Star, Singapore) in 1996.

If mr Yang Soo Suan is appointed, he would be a Non-Executive Independent director, and would simultaneously be appointed by the Board to be a member of its Nominating and Audit Committees.

6. The ordinary Resolution 8A proposed above, if passed, will empower the directors of the Company, from the date of the above meeting until the next Annual General meeting, to issue shares in the capital of the Company and to make or grant convertible securities, and to issue shares in pursuance of such convertible securities, without seeking any further approval from Shareholders in general meeting, up to a number not exceeding in total 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, provided that the total number of issued shares (excluding treasury shares) which may be issued other than on a pro rata basis to Shareholders does not exceed 20%.

7. The ordinary Resolution 8B proposed above, if passed, will empower the directors of the Company, from the date of the above meeting until the next Annual General meeting, to offer and grant options under the Scheme, and to allot and issue shares pursuant to the exercise of such options provided that the aggregate number of shares to be issued pursuant to this ordinary Resolution 8B does not exceed 5% of the total number of issued shares in the capital of the Company on the date immediately preceding the relevant date(s) on which the offer(s) to grant such options is/are made.


Notice of Books Closure Date and Payment Date for First and Final Dividend

NOTICE IS ALSO hEREBY GIVEN that subject to shareholders’ approval being obtained for the proposed first and final dividend (one-tier tax exempt) of 3.0 cents per share for the financial year ended 31 december 2011, the Share Transfer Books and the Register of members of the Company will be closed from 15 may 2012 to 16 may 2012, both dates inclusive, for the preparation of dividend warrants. duly completed transfers received by the Company’s Share Registrar, messrs KCK CorpServe Pte ltd at 333 North Bridge Road #08-00 KH KEA Building, Singapore 188721 up to 5.00 p.m. on 14 may 2012 will be registered to determine shareholders’ entitlement to the proposed dividend. Shareholders whose securities accounts with The Central depository (Pte) limited are credited with ordinary shares in the capital of the Company as at 5.00 p.m. on 14 may 2012 will be entitled to the proposed dividends. The proposed dividends, if approved, will be paid on 25 may 2012.


UNITED INDUSTRIAL CORPORATION LIMITED Company Registration No. 196300181EIncorporated in the Republic of Singapore

PROXY FORMANNUAL GENERAL MEETING

Important1. For investors who have used their CPF monies to buy shares in United

Industrial Corporation limited, this Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FoR INFoRmATIoN oNlY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

3. CPF investors who wish to attend the Annual General meeting as oBSERVERS must submit their requests through their CPF Approved Nominees within the time frame specified. (CPF Approved Nominee: Please see Note 8 on the reverse side).

4. CPF investors who wish to vote must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf

I/We__________________________________________________________________________________________________________ (Name)

of __________________________________________________________________________________________________________ (Address)

being a member/member (s) of United Industrial Corporation limited (the “Company”), hereby appoint:-

Name Address NRIC/Passport No. Proportion ofShareholdings (%)

and/or (delete as appropriate)

Name Address NRIC/Passport No. Proportion ofShareholdings (%)

or failing him/her/them, the Chairman of the meeting, as my/our proxy/proxies to attend and to vote for me/us on our behalf and, if necessary, to demand a poll at the 50th Annual General meeting of the Company to be held at 80 Raffles Place, 61st Storey, UoB Plaza 1, Singapore 048624 on 27 April 2012 at 3.00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the meeting as indicated below. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion.

No. Resolutions For * Against*

1 Adoption of directors’ Report and Audited Financial Statements

2 declaration of a First and Final dividend tax-exempt (one-tier)

3 Approval of directors’ fees

4Re-election of directors retiring by rotation in accordance with Article 104 of the Company’s Articles of Association

(a) mr lim Hock San

(b) mr lance Y. Gokongwei

(c) mr Alvin Yeo Khirn Hai

5Re-appointment of directors retiring pursuant to Section 153(6) of the Companies Act, Cap. 50

(a) dr Wee Cho Yaw

(b) dr John Gokongwei, Jr.

(c) mr Hwang Soo Jin

(d) mr Antonio l. Go

(e) mr James l. Go

(f ) mr Gwee lian Kheng

6 Re-appointment of Auditors

7Appointment of mr Yang Soo Suan as a Non-Executive Independent director pursuant to Section 153(6) of the Companies Act, Cap. 50

8AAuthority for directors to issue shares (Section 161 of the Companies Act, Cap. 50 and SGX-ST listing manual)

8BAuthority for directors to issue shares pursuant to the United Industrial Corporation limited Share option Scheme.

9 Any other Business

* Please indicate your vote “For” or “Against” with an “X” within the box provided.

dated this ________ day of _______________________ 2012

_______________________________________

Signature (s) or Common Seal of member(s)

IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING ThIS PROXY FORM

Total Number of Shares held

Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number of shares. If you have shares registered in your name in the Register of members, you should insert that number of shares. If you have shares entered against your name in the depository Register and shares registered in your name in the Register of members, you should insert the aggregate number of shares entered against your name in the depository Register and registered in your name in the Register of members. If no number is inserted, this instrument appointing a proxy or proxies shall be deemed to relate to all shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

3. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion or number is specified, the first named proxy shall be deemed to represent 100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the first named proxy.

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under this instrument of proxy, to the meeting.

5. The instrument appointing a proxy or proxies must be deposited at the Registered office of the Company at 24 Raffles Place, #22-01/06 Clifford Centre, Singapore 048621 not less than 48 hours before the time appointed for the Annual General meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the appointor is a corporation, the instrument of proxy must be executed either under its common seal or under the hand of its duly authorized officer or attorney. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

7. A corporation which is a member may authorise, by resolution of its directors or other governing body, such person as it thinks fit to act as its representative at the Annual General meeting, in accordance with its Articles of Association and Section 179 of the Companies Act, Cap. 50.

8. Agent Banks acting on the request of CPF Investors who wish to attend the Annual General meeting as observers are required to submit in writing, a list with details of the investors’ name, NRIC/Passport numbers, addresses and numbers of shares held. The list, signed by an authorized signatory of the agent bank, should reach the Company Secretary at the registered office of the Company not later than 48 hours before the time appointed for holding the Annual General meeting.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members whose shares are entered against their names in the depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the depository Register 48 hours before the time appointed for holding the Annual General meeting as certified by The Central depository (Pte) limited to the Company.

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United Industrial Corporation Limited

Incorporated in the Republic of Singapore(Company Registration No. 196300181E)

5 Shenton Way #02-16 Podium Block UIC Building Singapore 068808Tel: 6220 1352 Fax: 6224 0278

www.uic.com.sg

UnIted IndUstrIaL CorporatIon LImIted

Incorporated in the Republic of Singapore(Company Registration No. 196300181E)24 Raffles Place #22-01/06 Clifford Centre Singapore 048621Tel: (65) 6220 1352 Fax: (65) 6224 0278www.uic.com.sg

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