haw par corporation limited annual report 2000hawpar.listedcompany.com/misc/ar2000.pdf · the...
TRANSCRIPT
Ha
w P
ar C
orp
ora
tion
Lim
ited
An
nu
al R
ep
ort 2
00
0 (M
illenn
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Ed
ition
)
Haw Par Corporation Limited
Contents
Corporate Profile 1
Chairman’s Statement 2
Board of Directors 4
Corporate Data 5
Group Financial Highlights & Charts 6
Five-year Group Statistical Record & Charts 8
Our Heritage 10
Our Products 14
Group Companies 16
Operations Review 17
Financial Review 25
Investor Information 30
Corporate Governance 31
Statutory Reports and Accounts 33
Statistics of Shareholdings 77
Statistics of Warrantholdings 78
Management Listing 79
Group Offices 81
Additional Information 83
Notice of Annual General Meeting 85
Proxy Form 87
2001
7 March
4 May
22 May
31 May to 1 June
15 June
1 August
31 December
Financial Calendar
Announcement of results for the year ended 31 December 2000
Despatch of 2000 Annual Reports and Accounts
32nd Annual General Meeting
Proposed closure of Registers (for second and final dividend entitlement)
Proposed payment of 2000 second and final dividend
Announcement of half-year results for the period up to 30 June 2000
Financial year-end
Corporate Profile
Haw Par Corporation Limited has been listed on the Singapore Exchange Limited since 1969. It is an associated
company of the United Overseas Bank.
The Group's business operations are located in the ASEAN region, China and Australia. Its core healthcare and
leisure businesses promote healthy lifestyles through location-based recreational centres (oceanariums and bowling
centres), health products, dietary supplements and pharmaceuticals.
Haw Par's renowned ointment Tiger Balm and product extensions like Tiger Balm Soft, Tiger Medicated Plaster and
Tiger Muscle Rub are manufactured and marketed through Haw Par Healthcare Limited, a listed subsidiary. These
products are used throughout the world to invigorate the body as well as to soothe away aches and pains.
Besides healthcare and leisure products, the Group also has interests in investment properties and power generation.
It manages its own portfolio of long-term and short-term investments in securities.
The Group's primary corporate strategy is to expand its core healthcare and leisure businesses in the growth
economies of the world, building where possible synergies between its health and leisure sectors to cater to
healthy lifestyles.
We are pleased to bring you the Millennium Edition of our Annual Report, whichcommemorates the last year of the 20th century. In addition to regular comprehensivereview of the year, this special edition traces our history and highlights our leadingproducts. We hope our shareholders will keep it as a collector’s item.
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Hong HaiPresident & Chief Executive Officer
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H aw P a r C o r p o r a t i o n L i m i t e d 1
Chairman’s Statement
Group PerformanceGroup earnings for the year increased by 2% over 1999 to $41.7 million despite
challenging market conditions. The Group's turnover of $158.1 million in 2000 was
6% below the previous year because we ceased to account for the turnover of Asian
Computer Services following its merger with UIC Technologies last October.
The healthcare division enjoyed higher sales and interest income whilst the leisure
division turned in lower profits as a result of increased operating costs for new
attractions in Underwater World Singapore. Property income was adversely affected
by the depressed market for office premises in Malaysia, but this was offset by
higher contribution from the refurbished Haw Par Centre. Investment income was
flat as higher dividend income helped to cushion lower results in share dealings.
The extraordinary loss of $12.8 million included a provision, made as a matter of
prudence, for the diminution in value of the Group's long-term investment in
Camerlin(BVI).
DividendsThe Directors recommend the payment of a second and final dividend of 10 cents
(10%) per ordinary share less Singapore income tax of 24.5% for the financial year
ended 31 December 2000.
Together with the first and interim dividend of 5 cents (5%) per ordinary share less
tax of 25.5% paid in August 2000, the total dividend for financial year 2000 would be
15 cents (same as 1999), amounting to a total dividend payment of $21.4 million
(1999: $21.0 million).
Group Operating HighlightsHaw Par Healthcare launched the new Tiger Balm Soft in Singapore, targeting at
younger consumers, with encouraging response. Tiger Balm Japan was incorporated
as a joint venture company with Ryukakusan, an established manufacturer and
distributor of over-the-counter medicine in Japan, to develop and market a new range
of products under the Tiger brand.
During the year, the Group also entered into a joint venture agreement to develop a
US$6.8 million modern aquarium in Pattaya, Thailand, featuring exotic marine and fish
displays against a tropical setting. The aquarium is scheduled for completion in 2002.
Prospects in 2001The slowdown in the United States economy is expected to impact on our markets.
However, the Directors will try to maintain the contributions from the healthcare and
leisure business in the current year.
AcknowledgementBoard Director Mr Tan Eng Joo has decided not to offer himself for re-election this
year. I wish to record the Board's appreciation to Mr Tan for his wise counsel in the
past few years.
I also wish to express my appreciation to management and staff for their dedicated
efforts, our customers and business associates for their support, and my fellow Board
Directors for their guidance during the year.
Wee Cho YawChairman
Wee Cho YawChairman
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H aw P a r C o r p o r a t i o n L i m i t e d2
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Chairman ’s Statement
H aw P a r C o r p o r a t i o n L i m i t e d 3
Board Of Directors
from left to right
Tan Eng JooAudit Committee Member
Lim Kee Ming
Wee Ee LimDeputy President
Lee Suan YewAudit Committee Member
Hong HaiPresident & Chief Executive Officer
Wee Cho YawChairman
Sat Pal Khattar
Hwang Soo JinAudit Committee Chairman
Chng Hwee HongExecutive Director & Chief Operating Officer
H aw P a r C o r p o r a t i o n L i m i t e d4
Corporate Data
Directors
Wee Cho YawChairman
Hong HaiPresident &
Chief Executive Officer
Wee Ee LimDeputy President
Chng Hwee HongExecutive Director &
Chief Operating Officer
Hwang Soo Jin
Lee Suan Yew
Lim Kee Ming
Sat Pal Khattar
Tan Eng Joo
Audit Committee
Hwang Soo JinChairman
Lee Suan Yew
Tan Eng Joo
Investment Committee
Wee Cho YawChairman
Hong Hai
Wee Ee Lim
Chng Hwee Hong
Executive Committee
Hong HaiChairman
Wee Ee Lim
Chng Hwee Hong
Administering Committee
Wee Cho YawChairman
Hwang Soo Jin
Sat Pal Khattar
Auditors
Ernst & YoungKevin Kwok KhienAudit Partner-in-charge
Bankers
Standard Chartered Bank Ltd
The Hong Kong & ShanghaiBanking Corporation Ltd
United Overseas Bank Ltd
Registrar
Lim Associates (Pte) Ltd10 Collyer Quay
#19-08 Ocean Building
Singapore 049315
Registered Office
178 Clemenceau Avenue
#08-00 Haw Par Glass Tower
Singapore 239926
Telephone: 337 9102
Facsimile: 336 9232
Telex: HAWPAR RS 21567
Company Secretary
Ong Sian Hin
H aw P a r C o r p o r a t i o n L i m i t e d 5
Group Financial Highlights
% Increase/2000 1999 (Decrease)
Results ($’000)
Group turnover:
1st half 82,906 81,572 1.6
2nd half 75,214 86,455 (13.0)
158,120 168,027 (5.9)
Profit before taxation:
1st half 36,993 30,598 20.9
2nd half 21,364 29,548 (27.7)
58,357 60,146 (3.0)
Profit before extraordinary items (Earnings):
1st half 29,060 20,806 39.7
2nd half 12,675 20,141 (37.1)
41,735 40,947 1.9
Extraordinary items (12,824) (10,965) (17.0)
Profit after extraordinary items 28,911 29,982 (3.6)
Balance sheet ($’000)
Shareholders’ funds 548,423 523,967 4.7
Net assets 574,570 548,328 4.8
Short and long-term borrowings 211,777 218,884 (3.2)
Debt/Equity (%) 38.6 41.8 (7.6)
Per share
Earnings
– before extraordinary items (cents) 22.1 21.8 1.4
– after extraordinary items (cents) 15.3 15.9 (3.8)
Dividend, net (cents) 11.3 11.1 1.8
Dividend cover (times) 2.0 2.0 –
Shareholders’ funds ($) 2.89 2.78 4.0
Net tangible assets ($) 2.87 2.75 4.3
Employees
Number of employees 577 691 (16.5)
Group turnover per employee ($’000) 274 243 12.8
Pre-tax profit per employee ($’000) 101 87 16.2
H aw P a r C o r p o r a t i o n L i m i t e d6
Group Financial Highlights
Pre-tax Contribution (by Business Segment)
Net Assets Employed (by Business Segment)
Turnover (by Markets)
Leisure (15.3%)
Others (0.9%)
Healthcare (27.3%)Property (12.9%)
Investments (43.6%)
Investments (53.7%)Leisure (5.6%)
Others (1.1%)
Healthcare (14.8%)
Property (24.8%)
Europe(3.2%)
America (6.3%)
Africa & Middle East (2.9%)
Singapore (49.8%) Asia (29.8%)
Australasia (8.0%)
H aw P a r C o r p o r a t i o n L i m i t e d 7
2000 1999 1998 1997 1996
Results ($’000)
Group turnover 158,120 168,027 170,854 182,500 175,923
Operating profit 57,714 59,155 36,000 43,239 48,783
Associates’ contribution 643 991 441 8,757 8,759
Profit before taxation 58,357 60,146 36,441 51,996 57,542
Profit after taxation 44,714 43,762 23,662 32,409 41,980
Profit before extraordinary items (Earnings) 41,735 40,947 16,593 25,193 32,912
Extraordinary items (12,824) (10,965) (287) 15,262 4,217
Profit after extraordinary items 28,911 29,982 16,306 40,455 37,129
Net dividend proposed/paid 21,373 21,026 15,257 15,186 15,008
Per share
Earnings
– before extraordinary items (cents) 22.1 21.8 8.9 13.6 18.0
– after extraordinary items (cents) 15.3 15.9 8.7 21.6 20.1
Dividend, net (cents) 11.3 11.1 8.1 8.1 8.1
Dividend cover (times) 2.0 2.0 1.1 1.7 2.2
Balance sheet ($’000)
Shareholders’ funds 548,423 523,967 526,357 626,739 612,601
Minority interests 26,147 24,361 53,955 47,577 41,212
Interest of preference shareholders
in a subsidiary company – – – – 5,999
574,570 548,328 580,312 674,316 659,812
Fixed assets 31,666 38,676 37,406 42,754 42,241
Investment properties 184,294 170,828 186,622 316,640 284,132
Trademarks 3,373 3,357 3,352 3,431 3,355
Associated companies 5,794 7,237 7,194 101,325 95,183
Long term investments 329,340 358,453 357,059 307,511 280,225
Deferred expenditure 952 947 1,291 163 311
Net current assets 22,751 72,252 92,868 18,695 172,055
Long term liabilities (3,600) (103,422) (105,480) (116,203) (217,690)
Net assets 574,570 548,328 580,312 674,316 659,812
Statistics
Operating profit to turnover (%) 36.5 35.2 21.1 23.7 27.7
Pre-tax return on shareholders’ funds (%) 10.6 11.5 6.9 8.3 9.4
Shareholders’ funds per share ($) 2.89 2.78 2.81 3.35 3.32
Net tangible assets per share ($) 2.87 2.75 2.78 3.33 3.30
Debt/Equity (%) 38.6 41.8 44.2 52.0 48.0
Number of shareholders 8,780 9,405 9,770 9,722 9,881
Employees
Number of employees 577* 691 713 719 633
Group turnover per employee ($’000) 274 243 240 254 278
Pre-tax profit per employee ($’000) 101 87 51 72 91
Five-Year Group Stat ist ica l Record
* excludes Asian Computer Services.
H aw P a r C o r p o r a t i o n L i m i t e d8
Ten-Year Charts
Earnings and Gross Dividends
1991 1992 1993 1994 1995 1996 1997 1998 1999 20000
5.0
10.0
15.0
20.0
25.0cents
Earnings per share
Gross Dividend per share
Net Tangible Assets (NTA) per share (book value versus market value)
1991 1992 1993 1994 1995 1996 1997 1998 1999 20000
1.00
2.00
3.00
4.00
5.00
6.00
7.00$
NTA per share (market value)
NTA per share (book value)
Note: NTA per share (market value) includes the market value of the Group’s investments and properties.
NTA per share (book value) includes the book value of the Group’s properties, which are revalued annually since 1995.
H aw P a r C o r p o r a t i o n L i m i t e d 9
Our Heritage
The tale of Haw Par goes back to the 19th century.
It could very well begin with "Once upon a time…"
such is its story book quality.
Legendary Beginnings
The history of the legendary brothers Haw and Par and the origins of their
genius trace back to Rangoon (Yangon), Burma, where it all began.
Their father, Aw Chu Kin, the young son of a herbalist in Amoy, a west Fukien
province, left for Rangoon in the 1800s to seek his fortune.
His first stop was Singapore where he lived for several days in a kongsi
house in the Chinese quarter of Telok Ayer Street before leaving for Penang. Rangoon
beckoned and soon he was on his way. Aw Chu Kin set up his own Chinese doctor
("sinseh") shop with a little help from his uncle, and Eng Aun Tong, or the Hall of
Everlasting Peace, was founded in 1870. Uncle turned matchmaker and a bride was
soon found for Aw Chu Kin.
Boon Haw, the "gentle tiger" was born in 1882 and Boon Par, the"gentle leopard" in
1888. Tiger and Leopard were despatched to an English language school where Boon
Haw's singular talent was in street fights. The final straw came when he beat up his
teacher. Chu Kin bundled off the problem son to China to grandfather's village whilst
the less spirited Boon Par stayed put in Rangoon.
In 1908, father Chu Kin died, leaving the family practice to Boon Par, having despaired
of Boon Haw's rebel-rousing ways. The gentle leopard, finding the responsibility too
much to bear, later asked for his older brother's return from China to carry on the
family business in Rangoon.
"I will learn all I can about Western medicine, you can prescribe Chinese medicine,"
Boon Par said to his brother. "Together we won't lose a single patient. He can choose
between east and west and the fee will stay with us."
Tiger Balm
On this astute promise the brothers Haw and Par built an empire and a legendary
fortune out of a formula for a cure-all ointment sold in a little jar. Today,
Tiger Balm is sold in over a hundred countries, arguably the world’s best-
known analgesic ointment.
The origins of that formula can be traced back to the time of the
Chinese emperors who sought relief for aches and pains from the
stresses of court hearings, and the strains of the imperial harem.
The balm would have died with the dynasties had it not been for
Aw Chu Kin, who breathed new life into the ancient recipe.
To perfect and exploit their late father's recipe, the sons took
over their mother's kitchen. Boon Par, the quiet
leopard, toiled whilst Boon Haw, the gregarious
tiger organised. Together they produced Ban
Kim Ewe, Ten Thousand Golden Oil, panacea
for all ills. No customer left the Aw sinseh shop without a little
bottle of this golden ointment. True to the Tiger's predatory
instincts, Boon Haw sought out every Chinese shop in town and
talked them into stocking his salve.
From right top 1:
Aw Boon Haw.
From right top 2:
Aw Boon Par.
From right bottom:
Ban Kim Ewe,
Ten Thousand
Golden Oil.
Our Heritage
H aw P a r C o r p o r a t i o n L i m i t e d 1 1
From right top:
The original Eng Aun Tong
factory in Neil Road.
From left:
The custom-made car
with a “tiger” head.
From right bottom:
Haw Par Villa was
famous for its depiction
of Chinese mythology.
Boon Haw's next logical step was a trademark:
what else but his own name, and Tiger Balm was
born. By 1920 Aw Boon Haw, not yet 40, was
the richest Chinese in Rangoon. Ever the risk-
taker, Boon Haw ventured south to Malaya and
Singapore in spite of brother Boon Par's
reservation. The sights and sounds of bustling
commerce in the Malayan towns and
Singapore's port made his heart beat fast and
his head race. Studying the Singapore currency
he saw the image of a snarling tiger in the
watermark. That clinched it.
The tiger tycoon moved into Singapore in 1926 and Eng Aun Tong found a spanking
new home in the busiest port in the region. A new and larger factory was built along
Neil Road where production was ten times more than that of Rangoon's. Aw Boon
Haw plied small towns in Malaya in his custom-made car which had a head fabricated
like a tiger. When the kampong folks crowded round, he would
distribute samples of Tiger Balm and its sister products and win still
more customers.
A new mansion, Haw Par Villa, was built on a hill in Pasir Panjang,
surrounded by unique gardens depicting Chinese mythology for the
younger, quieter Boon Par in 1937. Also known as Tiger Balm Gardens,
it was free to the public. (Tiger Balm Gardens was later donated to the
Singapore government by the Aw family, put on public tender for re-building as a
theme park under the name Haw Par Villa. This theme park is no longer associated
with the Haw Par group).
With factories and distributorships firmly established in Malaya, Hong
Kong, Batavia, cities in China and Thailand, and with wealth and status
long achieved, Boon Haw next channelled his energy into diversification, which would
include publishing and banking.
During the Japanese Occupation Boon Haw was in Hong Kong and carried on business
from there while Boon Par shut the factory in Singapore and returned to Burma where
he died in 1944. After the war Aw Boon Haw returned to Singapore, reopened his
factory and newspapers, repaired his homes and gardens and established the Chung
Khiaw Bank in 1950. He placed the management of the bank under the leadership of
his son-in-law, Lee Chee Shan. Aw Boon Haw died in 1954 at the age of 72 from a
heart attack on his way to Hong Kong following a major operation in Boston.
Aw Boon Haw's nephew, Aw Cheng Chye, assumed control of the family business
and became Chairman of Haw Par Brothers (Private) Limited and Sin Poh (Star
News) Amalgamated (Private) Limited, and took over the management of Chung
Khiaw Bank from his brother-in-law Lee
Chee Shan in 1953. In 1969, most of
the fami ly bus iness went into a
company that was listed on the stock
exchanges of Singapore and Malaya as
Haw Par Brothers International Limited
(later renamed Haw Par Corporation
Limited).
Our Heritage
H aw P a r C o r p o r a t i o n L i m i t e d1 2
From left top:
Aw Cheng Chye.
From right middle:
Richard Tarling.
From right bottom:
The young Wee Cho Yaw
became Chairman in 1978.
The Slater Walker Saga (1971 – 1976)Eager to expand his business empire, Aw Cheng Chye invited
British investment group Slater Walker Securities Limited to take
a stake in Haw Par. On 8th June 1971, following secret negotiations,
Slater Walker took control of Haw Par, then brought it through
some five years of high profile corporate manoeuvres that made
it the fifth largest company on the local stock exchange.
It was however not to last. Massive irregularities and personal
interests were involved, and the empire came to a spectacular collapse.
During this period, Tiger Balm was franchised to the main Asian territories for 20
years to Jack Chia Limited. Haw Par also acquired Scott and English, Drug Houses of
Australia, and Kwan Loong, but divested itself of major operating businesses like the
Chinese Paper Sin Chew Jit Poh and the well-networked Chung Khiaw Bank.
Haw Par emerged from the Slater Walker saga in tatters. Michael Fam was brought in
by the government to steer the company back to its feet (1975 – 1977), and former
Haw Par chairman, Richard Tarling, was sentenced to jail.
Recent HistoryThere followed a period of uncertainty as three corporate heavyweights battled for
the control of Haw Par: the Hong Leong group with a 7% stake, Jack Chia Limited with
16%, and the United Overseas Bank (UOB) headed by chairman Wee Cho Yaw holding
17%. There was street talk of a pact between Hong Leong and Jack Chia to control
Haw Par jointly. On 3rd June 1981, UOB purchased a large block to bring its stake to
over 30% and emerged victorious. This stake has grown over the years to 43%.
Under the prudent stewardship of chairman Wee Cho Yaw, the group grew steadily in
assets, with its 5.9% in UOB making up over half of the market worth of its assets, as
well as a number of other strategic investments in related companies. Today, the
group’s strategic investments make up 54% of the book value of its assets (73% of its
market value), with investment properties making up another 25% and operating
businesses 21%.
A number of chief executives followed after Michael Fam left the scene: George Magnus
(1976 – 1978), Stacey Ellis (1978 – 1983), Loo Siew Poh (1984 – 1988), Charlie Phua
(1988 – 1990), and Hong Hai (since 1990). In the last 10 years Haw Par has sharpened
its focus and divested itself of most non-core operating businesses, including textiles
(Mandarin Textiles Ltd), commodity trading, travel (Haw Par Travel), engineering
(Pioneer Diecasting), computers (Asian Computer Services), electronics, as well as
its stake in Sony (Singapore) Pte Ltd. Sales turnover fell as a result of these
divestments, but earnings rose by a hefty 120%. Today, Haw Par is no longer the
diversified conglomerate that it was in the seventies and eighties, but a company
with strategic investments, investment properties, and two core operating businesses,
Healthcare and Leisure, that promote healthy lifestyles.
The company’s balance sheet is among the strongest of public-listed companies in
Singapore. Subsidiary Haw Par Healthcare Limited has attained virtually uninterrupted
growth in earnings ever since it was listed on the main board of the Singapore Stock
Exchange in 1988, with increasing product offerings that go well beyond the original
ointment in the little jar, as well as the leading position in the manufacture and
supply of generic drugs in Singapore.
With its strong financial position and focused businesses, the future looks bright
indeed for both Haw Par Corporation and Haw Par Healthcare.
Our Heritage
H aw P a r C o r p o r a t i o n L i m i t e d 1 3
DHA has over 200 products for doctors.
DHA �� 200�� !"#$%&
Our Products�=�=�=�
Our Products �� !Healthcare
The Tiger and Kwan Loong brand
range of products are generally
used throughout the world to
warm up and invigorate the
body and soothe away
aches and pains.
DHA manufactures and distributes a
wide range of prescription and over-
the-counter ethical pharmaceutical
products which include analgesics,
antacids, antibiotics, antidiarrhoeals,
a n t i - f u n g a l s , a n t i h i s t a m i n e s ,
corticosteroid creams, cough and cold
preparations, vitamins and minerals.
�� !�� !�� !�� !�� !
Tiger Liniment , the liquid alternative to
Tiger Balm. �� !"�#$%&'
Tiger Balm Soft is a new product with fragrance for the younger
generation.�� !"#$%&'()*+
The original world-renowned
Tiger Balm Ointment.
�� !"#$%&'
Tiger Muscle Rub warms up and invigorates the body
for active sports and soothes the aches away.
�� !"#$%&'()*+,-.�� !"#$%&
Kwan Loong Medicated Oil,
the traditional favourite
for colds and aches.
�� !"
German version of Tiger Medicated Plasters.
�� !"#$%&'()*+
H aw P a r C o r p o r a t i o n L i m i t e d1 4
�=�=�=�Our Products
Leisure ����������
Underwater World Singapore (UWS),
the popular attraction on Sentosa Island,
showcases exotic and rare marine
animals. The latest addition features a
Dolphin Lagoon with pink Indo-Pacific
Humpback dolphins in a natural
environment.
Golden Bowl is a chain of bowling
centres owned and managed by Haw Par
Recreation.
Property ����������
In Singapore, Haw Par Technocentre,
Setron Building, Haw Par Centre and Haw
Par Glass Tower have a total net lettable
area of 41,162 square metres, whilst
Menara Haw Par in Malaysia has 15,659
square metres.
Power Generators �� !�� !�� !�� !�� !
Scott & English Limited is a major supplier of
diesel generator sets with over 50 years of
experience in marketing its own high quality and
certified Cumford-Turbo and Stargen brands of
diesel generators.
These products are formulated
to treat various ai lments
including body pains, fever,
gastric and digestion problems,
bacterial infection, flu, allergy,
hair loss and vitamin deficiency.
Healthcare �� !�� !�� !�� !�� !
Regro, the popular hair
restorer from DHA.
Regro�� !"#$%&'(
Cough syrup Dhasedyl is a
common prescription drug.
Dhasedyl�� !"#�� !
Indo-Pacific Humpback dolphins.�� !"#$%&Golden Bowl family
entertainment centre.
�� !"#$%&'(
Haw Par Technocentre.
�� !"#
Power Generators. �� !
H aw P a r C o r p o r a t i o n L i m i t e d 1 5
healthcare subsidiary companies
Haw Par Healthcare Limited
Drug Houses of Australia (Asia) Pte Ltd
Tiger Balm (Malaysia) Sdn Bhd
Haw Par Tiger Balm (Philippines), Inc.
Tiger Medicals (Taiwan) Ltd
Xiamen Tiger Medicals Co., Ltd
PT Haw Par Healthcare Indonesia
Haw Par Medicals (India) Private Limited
Haw Par Tiger Balm (Thailand) Limited
Tiger Balm Japan Co., Ltd
othersScott & English Limited
UIC Technologies Pte Ltd (associated company)
property subsidiary companies
Haw Par Properties (Singapore) Private Limited
Haw Par Centre Private Limited
Setron Limited
Haw Par Land (Malaysia) Sdn Bhd
investments subsidiary companies
Haw Par Securities (Private) Limited
Haw Par Investment Holdings Private Limited
Haw Par Equities Pte Ltd
Straits Maritime Leasing Private Limited
Pickwick Securities Private Limited
Haw Par Capital Pte Ltd
M&G Maritime Services Pte Ltd
Haw Par International Limited
leisure subsidiary companies
Haw Par Leisure Pte Ltd
Underwater World International Pte Ltd
Underwater World Singapore Pte Ltd
Underwater World Pattaya Ltd
Haw Par Recreation (Malaysia) Sdn Bhd
PGF International Pty Limited
PGF New Zealand Limited
Group Companies
Group Companies
H aw P a r C o r p o r a t i o n L i m i t e d1 6
Operations Review
Healthcare 18
Leisure 20
Property 22
Investments &Power Generation 23
People & The Community 24
Healthcare�=�=�=�
Tiger Brand Products �� !�� !�� !�� !�� !
Healthcare �� !
During the year, in line with the company’s
strategy to widen its product offering,
we launched a new version of Tiger Balm – Tiger
Balm Soft – in Singapore. This new product is
targeted at younger consumers, featuring a
herbal fragrance and a softer texture which
makes application over large areas of the
body easier. Initial acceptance from the trade
and consumers of this product was very
encouraging. Advertising and promotions over television, newspapers, and
magazines were endorsed by television celebrity Phyllis Quek. Tiger Balm Soft will
be launched in Hong Kong in 2001.
Tiger Balm Plaster (Medizinisches Pflaster) was launched in Germany in August
2000. The acceptance by the trade and German consumers was gratifying despite
the fierce competition from existing brands like ABC Plasters and Evai Plasters.
Tiger Balm Plaster was also launched into Greece in December 2000. Supported by
television and print advertising, this product took off well. It will also be introduced
to Switzerland in early 2001 and then later to the United Kingdom. These product
introductions will further strengthen the Tiger brand image.
New markets for Tiger Balm included Russia to which a first shipment was made in
December 2000. Initial pipelining has been encouraging for our distributor,
Euromedica Pulse. A first time order of Tiger Balm was shipped to our distributor
Ipeca for Venezuela in March 2001. We hope to make shipments to Uruguay, Paraguay
and Argentina in 2001 when our registrations have been approved. A new distributor,
lban llac Ticaret ve Sanayi AS, was appointed for Turkey in 2001.
During the year, the Company set up a joint venture company in Japan called
Tiger Balm Japan to strengthen our product development activities in Japan.
This company will develop products both in the Japan market and other Asian
markets. In Taiwan, a new
distributor Maywufa Company
Ltd was appointed. As a result
we expect better penetration
of supermarket outlets.
Sales have grown rapidly in the
United States in recent years.
We are now exploring with our
distributor, Prince of Peace, ways
to expand the business further.
From right top:
TV celebrity Phyllis Quek
endorses Tiger Balm Soft.
�� !"#$%&�� !"#$%&'
From left middle:
Quality and Good
Manufacturing Practice
go into the production
of Tiger Balm.
�� !"#$%&'�� !"#$%&'(
From right bottom:
Haw Par President Hong Hai (left)
with Kenneth Yeung of Prince of Peace
in USA.
�� !"#$%&�� !"
H aw P a r C o r p o r a t i o n L i m i t e d1 8
�=�=�=�Healthcare
Ethical Pharmaceutical Products �� !�� !�� !�� !�� !
Established in 1969, wholly-owned subsidiary Drug Houses of Australia (Asia) Pte Ltd
(DHA), is the largest generic drugs manufacturer in Singapore. DHA has maintained its
leading position as a supplier of generic drugs in Singapore. In the year 2000, 70% of
the sales were from the local market, comprising private clinics, hospitals, polyclinics,
pharmacies, medical halls, wholesalers and various institutions under the Ministry of
Health. Export markets included Hong Kong, Malaysia, Myanmar, Brunei, Afghanistan,
Maldives, Bangladesh, Sri Lanka, Papua New Guinea and the Fiji islands.
Sales increased 5% compared to 1999, helped by a 33% increase in Hong Kong.
DHA continues to develop new export markets, and is also actively looking for other
trading items to supplement its product range.
Five new products were introduced during the year and another six items are in the
pipeline for launch in 2001/2002.
In addition to regular training programmes for the manufacturing staff, DHA
implemented training programmes for sales staff and streamlined invoice-processing
procedures in the year 2000. This led to further improvements in customer service.
DHA also contract manufactures Tiger Balm and Kwan Loong products for Haw Par
Healthcare. During the year, Health Authorities inspectors from Germany and
Singapore as well as the Japanese distributor for Tiger brand products audited our
manufacturing operations. The operations complied with their Good Manufacturing
Practice requirements.
From right top:
Tablet Deduster.
�� !"
From right bottom:
Computerised checking
of correct labelling.
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The Hong Kong economy was buoyant in the year under review, and sales accordingly
improved. We expect to step up advertising and promotion activities in Hong Kong
this year to try to boost sales further.
Our main and international website www.tigerbalm.com has been well visited by
many people from all over the world.
H aw P a r C o r p o r a t i o n L i m i t e d 1 9
Leisure�=�
Leisure ��
Haw Par Leisure Pte Ltd (HPL) develops and manages location based entertainment
centres and oceanariums. The company’s strategy for growth is to expand its
oceanarium business in Asia.
To coincide with the Year of the
Dragon, Underwater World
Singapore (UWS) launched a
‘Dragon Family’ exhibit in
January 2000. The exhibit
featured eight ‘dragons’ of the
water – the Leafy Seadragon,
Weedy Seadragon, Dragon
Moray Eel, Chinese Water
Dragon, Dragon Wrasse, Red
Dragon Fish, Mandarin Dragonet and Spiny Lobster (‘Dragon Prawn’).
In March 2000, UWS opened the Dolphin Lagoon officially to the public. Many special
children and adults from charitable organisations such as the Spastic Children’s
Association, Children’s Cancer Foundation, Dover Park Hospice and Methodist
Welfare Services had the opportunity to visit the oceanarium and interact with the
pink dolphins at the Dolphin Lagoon.
In July 2000, UWS supported the Singapore Shark Conservation Campaign by
providing the venue for the media
conference with local celebrities
and ‘Jaws’ author, Peter Benchley.
UWS a lso par t i c ipated in the
Creative Classroom programme
organised by Discovery Channel
and Singapore Cable Vision to raise
awareness on the conservation of
sharks for the students.
An ‘Amazon Journey’ exhibit was
launched in October 2000. On display
is a variety of exotic animals from the
Amazon River, such as the giant
arapaima, pacus, piranhas, electric
eels, freshwater stingrays and poison
dart frogs.
Oceanariums
From right top:
Our “Meet-the-Dolphins”
sessions bring delight
to one and all.
�� !"#$%&�� !"
From left bottom:
Feeding sessions of
the sharks are popular
with visitors.
“�� ! ”�� !�� !"#
�� �� �� �� ��
H aw P a r C o r p o r a t i o n L i m i t e d2 0
�=�Leisure
During the year, PGF has experienced domestic volume increases in most product
categories. The launch of Optima Custom Logo Headwear and Apparel at the end of
Year 2000 added considerably to the PGF image.
PGF also launched its own website during 2000, the address being www.pgf.com.
HPL’s wholly-owned subsidiary, Haw Par
Recreat ion (Malays ia) Sdn Bhd,
owns and manages a chain of bowling
centres in Malaysia under the brand
name Golden Bowl. They are located in
Malacca, Puchong, Klang and Seremban.
These centres provide clean and
conducive environments for customers
and are equipped with state-of-the-art
automatic scoring systems. The company
will continue to identify suitable
locations for new centres.
From right top:
Signing of joint venture
agreement for Underwater
World Pattaya.
�� !"#$%&�� !"#
From left middle:
Wholesome family
entertainment at
Golden Bowl.
�� !"#$%&�� !"#$
Golf �� �� �� �� ��
Family Entertainment Bowling Centres �� !"#$%&�� !"#$%&�� !"#$%&�� !"#$%&�� !"#$%&
�� !"#�� !"#$%!&#$'()*+,-�� !"#$%&'
��� !"#$%&��� !"#$%�� !"#$%&'()*+,�
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�� !�� !"#�� !"#$%&'()%*+,�� �� !"
�� !"dçäÇÉå=_çïä�� !"#$%&'(
A subsidiary of HPL entered into a joint
venture agreement to develop a modern
underwater world/aquarium attraction in
Pattaya, Thailand. The attraction will
feature exotic marine and freshwater fish
displays against a tropical setting, with
a state-of-the-art 135 metre acrylic
tunnel. The aquarium is scheduled for
completion in 2002.
H aw P a r C o r p o r a t i o n L i m i t e d 2 1
Property�=�
Haw Par Centre and Haw Par Glass Tower,
both office buildings, together offer a total
net lettable area of some 13,677 square
metres. Whilst Haw Par Centre continues to
enjoy high occupancy with a tenant list of
reputable and established firms, the
adjacent Haw Par Glass Tower is expected
to appeal to new tenants following a recent
refurbishment costing some $5 million.
Haw Par Technocentre and Setron Building,
both leasehold industrial buildings, account
for a total net lettable area of some 27,485
square metres.
The Group's two other leasehold industrial
buildings, Haw Par Tiger Balm Building and Scott & English Building, yield a further
17,820 square metres of total net lettable floor space.
The Group's property portfolio comprises 75,116 square metres of commercial and
industrial space in Singapore, Malaysia and Hong Kong.
Menara Haw Par, a 32-storey freehold commercial building in Kuala Lumpur, has a
net lettable area of 15,659 square metres. Occupancy rates fell during the year owing
to an office glut situation in Malaysia which persists in 2001.
Three office/industrial units at the Westlands Centre with a net lettable area of 475
square metres.
Property ��
From left:
The redeveloped
Haw Par Centre is
a modern office complex.
�� !"#$%&�� !
Singapore �� �� �� �� ��
Malaysia �� !�� !�� !�� !�� !
Hong Kong ����������
�� !"#$�� !"#$%�� !" TRINNS�� !"#$%&'
�� �� !"#$%&'()*+�� !"#$�� !"#$��
�� !"��#
H aw P a r C o r p o r a t i o n L i m i t e d2 2
�� !"#$Investment & Power Generation
The Group has substantial investments in various forms of securities and actively
manages its surplus funds under the guidance of the Investment Committee.
Overall, the Group’s investments have grown significantly over the years and unrealised
valuation surplus stood at a healthy $550 million at the end of 2000.
Scott & English Limited (S&E) is a supplier of diesel generating sets with over 50
years experience in the design, assembly, installation and supply of its own high
quality and ISO 9001 certified brands like Cumford-Turbo and Stargen power
generation equipment/systems to more than 40 countries around the world.
S&E is the authorised Generator Set Original Equipment Manufacturer (GOEM) for
established engine manufacturers including Cummins (USA), Perkins (UK), Volvo-
Penta (Sweden), MTU (Germany), Deutz (Germany) and other reputable engines.
In 2000, S&E set up its Shanghai Representative Office and obtained a licence from
the Ministry of Information Industry of the People’s Republic of China as the qualified
generator sets supplier to supply its diesel generator sets to China Telecommunication
Industry. In the same year, S&E was also awarded two prestigious projects in Singapore
– the Novena Square and Singapore Exchange Centre – to supply and install Cumford-
Turbo diesel generator sets and switchgear.
The company is on the lookout for strategic partners to grow its scope of business.
From right:
Highly qualified
technician conducts
regular maintenance of
power generator.
�� !"#$%&'
Investments ��
�� !"#$%&'()*+�� !"#$%&'()*�� !"#$
�� �� OMMM�� �� !"#$%&'()*&+, R� RMMM��
�� !"#$%&' ()RM�� !"#$%&'()*+�� !"
�� QM�� !"#$%&'()*+,-./
Power Generation �� !
H aw P a r C o r p o r a t i o n L i m i t e d 2 3
People & The Community�=�=�=�=�
As par t o f i t s cont r ibut ion to
community serv ice , the Group
continued to support charitable
organisations and the local performing
arts. Sponsorships in various forms
were made to the Community Chest of
Singapore, Dover Park Hospice,
Methodist Welfare Services, Spastic
Children’s Association, AWWA Elderly
Care Services and the Singapore
Lyric Opera.
In support of the preservation of wildlife and
endangered animals, the Group continues to
sponsor the Malayan tiger exhibits at the Night
Safari and the Persian leopards at the Singapore
Zoological Gardens.
People & The Community
The Human Resource Department
continues to emphasise staff training
and development programmes.
During the year, an e-Business
workshop was organised for top
management staff in the Group.
Activities to promote team spirit
and camaraderie amongst staff
were planned on a regular basis.
Among the activities organised by
the Sports Club in 2000 were a
weekend cruise, inter-company bowling competition, a trip to Penang and the
Annual Dinner & Dance.
From right top:
Staff performance to usher
in the Millennium.
�� !"#$%&�� !
From right bottom:
Sponsorship of the Tigers
(“Haw”) & Leopards (“Par”)
at the Night Safari &
Singapore Zoological Gardens.
�� !"#$%#&'(�� “ � ” � “ � ”
Human Resource �� !�� !�� !�� !�� !
Community Relations �� !�� !�� !�� !�� !
�� !"#$%&'(�� !"#$
�� !�� !"#$%�� !"#$
�� !"#$%"&
�� !"
H aw P a r C o r p o r a t i o n L i m i t e d2 4
Financial Review
Overall FinancialPerformance 26
Return onAssets Employed 26
Segmental Performance 27
Financial Position 29
Financial Review
Overall FinancialPerformance & Return onAssets EmployedOverall Financial Performance
Group earnings increased by 2% over last year to $41.7 million
whilst pre-tax profit dipped 3% to $58.4 million. The Group
enjoyed a lower effective tax rate as a result of a special tax-
exempt dividend income but also saw lower profits in the
second half of the year from reduced investment income.
Interest expenses increased by 16% to $7.4 million mainly as
a result of higher bank borrowing rates.
Group turnover of $158.1 million was 6% below last year due
mainly to a shortfall of $10.2 million as a result of not
accounting for the turnover of Asian Computer Services
following its merger with UIC Technologies in October 2000.
The extraordinary loss of $12.8 million includes a provision
of $13.6 million for a diminution in value of the long term
investment in Camerlin (BVI) and closure costs of $2.0 million for certain leisure
businesses, offset by a gain of $2.6 million on the disposal of the 20% interest in
an associated company, Mundo Submarino.
Return on Assets EmployedThe Group applies a Return on Assets Employed (ROA) measure to evaluate the
performance of its business segments.
In 2000, overall Group ROA was maintained at 7.5%. Healthcare and Leisure
divisions reported improved ROAs as a result of higher profits and efficient
utilisation of assets respectively. However, lower profits caused a slight decrease
in the ROAs of the property and investments divisions.
Segment Profits Before Tax
30.0
25.0
20.0
15.0
10.0
5.0
0
$million
Healthcare
1999
15.3
10.99.6 8.5
8.1
28.0 27.3
17.1
Leisure Property Investments
2000
Return on Assets Employed
0
5.0
10.0
15.0
20.0%
HealthcareGroup
1999
7.6
15.115.7
10.2 10.65.9 5.7
6.7 6.5
7.5
Leisure Property Investments
2000
H aw P a r C o r p o r a t i o n L i m i t e d2 6
Financial Review
Healthcare (Sales by Markets)
Underwater World Singapore (Number of Visitors)
Segmental PerformanceHealthcare division recorded a 12% increase in pre-tax profit to $17.1 million on a
slight rise in turnover of 2% to $58.6 million. Sales of Tiger brand products to the
Americas, mainly U.S. and Canada, saw strong growth of 33%
whilst those to Europe and Middle East were maintained.
However sales to Asia were down 6% due to difficult market
conditions in certain countries such as Japan, China and Taiwan.
Overall, the higher sales were also helped by the launch of new
products such as Tiger Balm Soft and Tiger Medicated Plaster.
Generic drug sales improved by 5% to $11.0 million due to better
demand from the Singapore and Hong Kong markets.
The increase in pre-tax profit was contributed by higher
interest income and sales with gross margin and expenses
maintained close to previous year’s level. Higher interest
income was achieved through higher returns of about 4.0%
on its cash deposits and short term investments placed with
professional fund managers.
Leisure division achieved a 5% increase in turnover to $37.4 million but pre-tax
profit decreased by 12% to $9.6 million. The number of visitors to Underwater
World Singapore (UWS) decreased to 1.59 million versus 1.63 million for the
previous year. However, it was able to increase turnover by $2.4 million mainly
through an increase in its entry ticket price to reflect the addition of a new
attraction, Dolphin Lagoon.
Pre-tax profit for leisure division decreased mainly due to increase in operating
costs for new attractions in UWS and lower contribution from the bowling centres
in Malaysia as a result of closure costs for one of its centres.
50.0
40.0
30.0
20.0
10.0
0
1999
10.0
5.2 5.1 4.4 4.5
0.6 0.9
2000
AmericaAsia Europe Middle East Others
39.438.2
7.5
$million
2.0
1.5
1.0
0.5
0
million
1998 1999 2000
1.55 1.63 1.59
H aw P a r C o r p o r a t i o n L i m i t e d 2 7
Financial Review
Segmental Performance (cont’d)
Property income was affected by the
depressed market for office premises in
Malaysia but this was offset by the higher
contribution from the refurbished Haw
Par Centre. The Group’s properties in
Singapore general ly enjoyed high
occupancy rates but its only office
building in Malaysia saw a sharp decline.
There are plans to refurbish and enhance
the image of the building to improve its
occupancy rate.
Investment income was flat as higher
dividend income of $35.5 million offset
losses incurred on sale of short term
investments of $3.8 million. The Group
received a special tax-exempt dividend income of $16.0 million from its
investment in shares of United Overseas Bank.
The Group’s investment portfolio ended the year with a healthy surplus of about
$550 million in market value over book value.
Other operations, comprising power generation and information technology,
were affected by lower sales and margins due to stiff market competition.
Property (Building Occupancy Rates)
Investments (Market Value vs Book Value)
1,400
1,200
1,000
800
600
400
200
0
$million
1999 2000
38.2
485.6
1,136.5
464.0
1,012.3
Book Value Market Value
100.0
80.0
60.0
40.0
20.0
0
38.2
1999
2000
Haw ParCentre
Haw Par Glass Tower
Haw ParTechnocentre
Setron Building
Menara Haw Par
41.7
92.3
73.467.4
91.3 92.089.8
99.5
67.1
41.3
%
H aw P a r C o r p o r a t i o n L i m i t e d2 8
Shareholders’ Funds & Borrowings
700
600
500
400
300
200
100
0
Short -term & Long-term Borrowings Shareholders Funds
1999 2000
218.9
524.0
211.8
548.4
41.8% 38.6%
$million
Financial Review
Financial Position
As at 31 December 2000, the shareholders’ funds of the Group amounted to $548.4
million, an increase of $24.4 million from a year ago. The increase was attributed
mainly to net profit after dividend of $7.5 million, revaluation surplus for
investment properties of $13.8 million and share capital and premium for new
shares issued of $1.9 million. The shareholders’ funds per share accordingly
increased to $2.89 from $2.78 in the previous year.
The short and long term borrowings of the Group decreased by $7.1 million to
$211.8 million whilst cash and deposits with banks increased by $20.1 million
to $96.7 million. The positive cash flow position was contributed mainly by net
cash generated from operations of $39.2 million and proceeds received from
maturity of bonds of $14.6 million less payment of dividends to shareholders
of $21.1 million.
H aw P a r C o r p o r a t i o n L i m i t e d 2 9
Investor Information
Share Price & Trading Volume1996 1997 1998 1999 2000
Share Price ($)
last done 3.18 2.18 1.85 3.04 3.62
high 3.58 3.36 2.25 3.20 3.76
low 2.83 1.97 1.02 1.78 2.00
Per share
Earnings (cents) 18.0 13.6 8.9 21.8 22.1
Dividends, net (cents) 8.1 8.1 8.1 11.1 11.3
Dividend cover (times) 2.2 1.7 1.1 2.0 2.0
Net tangible assets ($) 3.30 3.33 2.78 2.75 2.87
10,000
9,000
8,000
7,000
4,000
3,000
2,000
1,000
0
6,000
5,000
Volume ('000)
Trading Volume Share Price
1996 1997 1998 1999 2000
Share Price ($)
4.50
4.00
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0
H aw P a r C o r p o r a t i o n L i m i t e d3 0
The Company is committed to ensuring high standards of corporate governance for
the protection of shareholders’ interests and to promote investor confidence.
Board of DirectorsThe Board comprises nine Directors, of whom three are executive and six are non-
executive. It meets at least four times a year.
The Board oversees the businesses and affairs of the Group, approves the strategic
plans, key operational and financial matters and major investments of the Group, and
reviews its financial performance. Through Board meetings and various committees,
the Board monitors the performance of the Group and safeguards its assets.
Audit CommitteeThe Audit Committee comprises three Directors, all of whom are non-executive and
independent of management.
The Committee meets with management and the external and internal auditors at
least twice a year. The functions of the Committee, among other things, include:
1. reviewing the audit plans of the internal and external auditors; the Group’s draft
interim and annual financial statements as well as announcements prior to
submission to the Board for adoption; and related party transactions;
2. considering the internal and external auditors’ reports and to make
recommendations if appropriate; and
3. recommending the appointment of external auditors and the fees payable.
Investment CommitteeThe Investment Committee comprises four Directors, of whom three are executive
and one is non-executive. It meets fortnightly to review the Group’s portfolio and
strategic investments and major investment decisions, and supervises the investment
department on investment strategies.
Executive CommitteeThe Executive Committee comprises three executive Directors. It meets when
necessary to review the management of the Group’s operations and the progress of
corporate development projects.
Administering CommitteeThe Administering Committee comprises three non-executive Directors. It approves
the quantum of share options to be granted to eligible managerial staff, based on
their performance and contribution to the Group.
Dealings in Securities of the CompanyThe Company prohibits dealings in securities of the Company by officers while in
possession of unpublished material price-sensitive information in relation to those
securities. It has also adopted the Best Practices Guide on Dealings in Securities
issued by the Singapore Exchange Securities Trading Limited, which prohibits officers
from dealing in securities of the Company during the period commencing one month
before the announcement of the Company’s annual or half-year results, as the case
may be, and ending on the date of announcement of the relevant results.
Corporate Governance
Corporate Governance
H aw P a r C o r p o r a t i o n L i m i t e d 3 1
Statutory Reports and Accounts
Repor t o f the Directors 34
Statement by Directors 41
Audi tor ’s Repor t 42
Prof i t and Loss Accounts 43
Ba lance Sheets 44
Statements o f Recogn i sed Ga ins and Losses 45
Conso l idated Cash F low Sta tement 46
Notes to the F inanc ia l S ta tements 48
3 4 Haw Par Corporat ion L imited
The Directors present their report together with the audited financial statements of the Group and of the Company
for the year ended 31 December 2000.
Principal Activities
The Company is the owner of the “Tiger” trademarks and the holding company for the Group. Its principal activities
are licensing of the “Tiger” trademarks, provision of management and support services to members of the Group
and owning investments for long term holding purposes.
The principal activities of the Group are as follows:
(a) manufacturing, marketing and trading healthcare products;
(b) trading in sports and leisure-related products and services, information technology products and services
and power generation equipment; and
(c) investment in property, investment holding and dealing in securities.
There have been no significant changes in the nature of these activities during the financial year.
Results for the Financial Year
(In Singapore dollars) Group Company$’000 $’000
Profit after taxation 44,714 26,274
Minority interests (2,979) –
Earnings for the year 41,735 26,274
Extraordinary items (12,824) (1,071)
Net profit for the year 28,911 25,203
Transferred to statutory reserve (23) –
Profit attributable to shareholders 28,888 25,203
In the opinion of the Directors, the results of the Group and of the Company have not been affected by any item,
transaction or event of a material and unusual nature during the financial year other than the extraordinary items
as disclosed in note 7 to the financial statements.
There were no material transfers to or from reserves during the financial year other than those disclosed in note
8 to the financial statements. There were no material transfers to or from provisions during the financial year
except for normal amounts set aside for such items as depreciation, provisions for doubtful debts, stocks, property,
plant and equipment and income tax as disclosed in the financial statements.
Issue of Shares and Debentures
(a) Share capital of the Company
During the financial year, the Company increased its issued ordinary share capital to $189,687,526 by the
issue of the following shares of $1.00 each fully paid:
(i) 448,758 shares at $1.84 each for cash by virtue of the exercise of Warrants 2001; and
(ii) 427,500 shares for cash at a premium of $624,205 by virtue of the exercise of share options, pursuant to
The Haw Par Corporation Group Executives’ Share Option Scheme.
Repor t o f the Directors
3 5Haw Par Corporat ion L imited
Issue of Shares and Debentures (cont’d)
(b) Share capital of subsidiary companies
(i) During the financial year, Recreational Investment (1992) Pte Ltd issued:
• 50,145,455 ordinary shares of $1.00 each at par by conversion of loans due to the Company into
capital; and
• 732,543 ordinary shares of $1.00 each at par for cash to fund working capital.
(ii) During the financial year, Haw Par Healthcare Limited issued 129,000 ordinary shares for cash at a premium
of $0.90 (average) by virtue of the exercise of share options.
(c) 2% Term Loan (with embedded bond call option) and Warrant Issue due 2001
Under a Transferable Term Loan Facility and Subscription Agreement dated 18 April 1996, the Company was
granted an unsecured term loan of $100,000,000 at a fixed interest rate of 2% per annum, maturing on 24 July
2001. In consideration of the grant by the lender of the said facility, the Company:
(i) issued 18,045,499 warrants (“Warrants 2001”) to registered shareholders of the Company on the basis of
1 Warrant 2001 for every 10 shares held at $0.85 per warrant. The Warrants 2001 were constituted under a
Deed Poll dated 17 June 1996 and each Warrant 2001 entitles the holder to subscribe at any time on or
before 24 July 2001 for one new ordinary share of $1.00 each in the share capital of the Company at an
exercise price of presently $1.84 per share.
(ii) granted to the lender a bond call option pursuant to which it may from time to time require the Company
to issue 2% unsecured bonds due July 2001 (“Bonds 2001”) in such principal amounts not exceeding in
aggregate the outstanding amount of the term loan. The Bonds 2001 when issued shall be for a term
equivalent to the unexpired period of the term loan and will result in a corresponding reduction in the
outstanding amount of the loan. The Bonds 2001, when issued, will either be retained by the lender or
placed privately by the lender with financial institutions and sophisticated investors. The Bonds 2001,
which were constituted under a Trust Deed dated 17 June 1996, will be redeemed at 100% of their principal
amount on 24 July 2001.
Up to the end of the financial year, $5,000,000 Bonds 2001 have been issued by the Company by virtue of
the exercise of the bond call option.
Options on Shares in the Company
The particulars of share options and warrants of the Company are as follows:
(a) Under The Haw Par Corporation Group Executives’ Share Option Scheme (“the Scheme”), options to take up
1,039,000 unissued shares of $1.00 each in the Company were outstanding as at 31 December 2000:
Number of shares covered by the options
Balance at1.1.00 or
Date of later date Balance at Exercise Exercisegrant of grant Cancelled Exercised 31.12.00 Price Period
17.4.95 34,500 12,000 22,500 – $2.83 17.4.1996 – 16.1.2000
17.5.96 226,000 6,000 100,000 120,000 $3.46 17.5.1997 – 16.2.2001
13.5.97 336,000 31,000 – 305,000 $3.22 13.5.1998 – 12.2.2002
19.5.98 198,000 – 164,000 34,000 $1.86 19.5.1999 – 18.2.2003
16.4.99 305,000 1,000 141,000 163,000 $2.39 16.4.2000 – 15.1.2004
28.4.00 457,000 40,000 – 417,000 $2.65 28.4.2001 – 27.1.2005
1,556,500 90,000 427,500 1,039,000
Details of options granted prior to 2000 have been disclosed in the Directors’ Reports for the respective years.
Repor t o f the Directors
3 6 Haw Par Corporat ion L imited
Options on Shares in the Company (cont’d)
In 2000, options to take up 457,000 unissued shares in the Company at the price of $2.65 per share were
granted pursuant to the Scheme. The Directors who were granted such options are disclosed under the
information on Directors’ interests in this report.
During the financial year, 427,500 shares were issued by virtue of the exercise of options and options to take
up 90,000 unissued shares were cancelled, the details of which are set out above.
The Committee administering the Scheme comprises Mr Wee Cho Yaw, Mr Sat Pal Khattar and Mr Hwang
Soo Jin. No options have been granted to controlling shareholders or their associates or parent group
employees. Save as set out below, no employee received 5 per cent or more of the total number of options
available under the Scheme.
The information on Directors of the Company participating in the Scheme is as follows:
Hong Hai Wee Ee Lim Chng Hwee Hong
Options granted during the financial year 80,000 36,000 48,000
Aggregate options granted since commencement
of the Scheme to the end of the financial year 780,000 234,000 390,000
Aggregate options exercised since commencement
of the Scheme to the end of the financial year 425,000 80,000 168,000
Aggregate options that have expired since
the commencement of the Scheme 135,000 32,000 40,000
Aggregate options outstanding
as at the end of the financial year 220,000 122,000 182,000
The Scheme expired on 17 April 2001, but options already granted under the Scheme remain exercisable
until the end of the relevant option period.
(b) During the financial year, 448,758 new shares were issued at a subscription price of $1.84 per share by virtue of the
exercise of 448,758 Warrants 2001. There were 16,049,224 outstanding Warrants 2001 as at 31 December 2000.
Options on Shares in Subsidiary Company
The particulars of share options of a subsidiary company are as follows:
Haw Par Healthcare Limited (“HPH”)
Under The Haw Par Healthcare Group Executives’ Share Option Scheme (“the HPH Scheme”), options to take up
365,000 unissued shares of $0.20 each in HPH were outstanding as at 31 December 2000:
Number of shares covered by the options
Balance at1.1.00 or
Date of later date Balance at Exercise Exercisegrant of grant Cancelled Exercised 31.12.00 Price Period
17.4.95 36,000 36,000 – – $1.70 17.4.1996 – 16.1.2000
17.5.96 90,000 – – 90,000 $2.40 17.5.1997 – 16.2.2001
13.5.97 96,000 – – 96,000 $1.74 13.5.1998 – 12.2.2002
19.5.98 39,000 – 24,000 15,000 $1.01 19.5.1999 – 18.2.2003
16.4.99 137,000 5,000 105,000 27,000 $1.12 16.4.2000 – 15.1.2004
28.4.00 149,000 12,000 – 137,000 $1.41 28.4.2001 – 27.1.2005
547,000 53,000 129,000 365,000
Repor t o f the Directors
3 7Haw Par Corporat ion L imited
Options on Shares in Subsidiary Company (cont’d)
In 2000, options to take up 149,000 unissued shares in HPH at the price of $1.41 per share were granted pursuant
to the HPH Scheme.
During the financial year, 129,000 shares were issued by virtue of the exercise of options and options to take up
53,000 unissued shares were cancelled, the details of which are set out above.
The HPH Scheme expired on 17 April 2001, but options already granted under the HPH Scheme remain exercisable
until the end of the relevant option period.
Dividends
(In Singapore dollars)
During the financial year, the following dividends were paid by the Company:
$’000
(a) Final dividend of 10% less tax of 25.5% in respect of the previous year
as proposed in the report of the Directors of that year 14,076
(b) An interim dividend of 5% less tax of 25.5% in respect of the year under review 7,041
21,117
The Directors are recommending a final dividend of 10% less tax of 24.5%
in respect of the year ended 31 December 2000 14,322
Directors
(a) The following Directors are in office at the date of this report:
Wee Cho Yaw (Chairman)
Hong Hai (President & Chief Executive Officer)
Wee Ee Lim (Deputy President)
Chng Hwee Hong (Executive Director & Chief Operating Officer)
Hwang Soo Jin
Lee Suan Yew
Lim Kee Ming
Sat Pal Khattar
Tan Eng Joo
(b) The Directors holding office at 31 December 2000 had no interests in the shares, warrants, share options in or
debentures of the Company and/or its subsidiary companies as recorded in the register of Directors’
shareholdings kept by the Company under Section 164 of the Companies Act, Cap. 50 except as follows:
Holdings registered in the Holdings in which Directors arenames of Directors as at deemed to have an interest as at
1.1.2000 31.12.2000 21.1.2001 1.1.2000 31.12.2000 21.1.2001
Interest in the Company’s shares of $1.00 each
Wee Cho Yaw 275,000 275,000 275,000 257,070 4,815,070 4,815,070
Hong Hai 120,000 120,000 120,000 – – –
Wee Ee Lim 35,200 83,200 115,200 257,070 4,615,070 4,615,070
Chng Hwee Hong 32,400 52,400 60,400 – – –
Hwang Soo Jin 22,000 30,000 30,000 – – –
Sat Pal Khattar 55,000 55,000 55,000 14,520 14,520 14,520
Tan Eng Joo 50,000 50,000 50,000 – – –
Repor t o f the Directors
3 8 Haw Par Corporat ion L imited
Repor t o f the Directors
Directors (cont’d)
Holdings registered in the Holdings in which Directors arenames of Directors as at deemed to have an interest as at
1.1.2000 31.12.2000 21.1.2001 1.1.2000 31.12.2000 21.1.2001
Warrants 2001 convertible into the Company’s shares of $1.00 each
Wee Cho Yaw 27,500 27,500 27,500 25,773 25,773 25,773
Wee Ee Lim 3,520 3,520 3,520 25,773 25,773 25,773
Chng Hwee Hong 3,240 – – – – –
Hwang Soo Jin 2,200 – – – – –
Sat Pal Khattar 5,500 5,500 5,500 1,452 1,452 1,452
Tan Eng Joo 4,000 – – – – –
Options to subscribe for the Company’s shares of $1.00 each
Hong Hai 260,000 220,000 220,000 – – –
Wee Ee Lim 134,000 122,000 90,000 – – –
Chng Hwee Hong 178,000 182,000 154,000 – – –
Interest in Haw Par Healthcare Limited’s shares of $0.20 each
Wee Cho Yaw 50,000 50,000 50,000 – – –
Hong Hai 100,000 200,000 200,000 – – –
Wee Ee Lim 23,000 23,000 23,000 – – –
Hwang Soo Jin 10,000 33,000 33,000 – – –
Sat Pal Khattar 50,000 50,000 50,000 – – –
Tan Eng Joo 40,000 50,000 50,000 – – –
(c) Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangements to
which the Company is a party, whereby Directors might acquire benefits by means of the acquisition of
shares, warrants, share options in or debentures of the Company or any other body corporate, other than
pursuant to The Haw Par Corporation Group Executives’ Share Option Scheme.
(d) Since the end of the previous financial year, no Director has received or has become entitled to receive
benefits required to be disclosed by Section 201(8) of the Companies Act, Cap. 50 by reason of a contract
made by the Company or its subsidiary companies with the Director or with a firm of which he is a member or
with a company in which he has a substantial financial interest except those disclosed in notes 4, 26 and 27
to the financial statements.
Subsidiary Companies
(a) Disposal of subsidiary companies by the Company:
Interest Net tangibleName of subsidiary company disposed asset/ (liability) Consideration
% $ $
Asian Computer Services Pte Ltd 100 5,156,014
4,818,458
Newtech Business Systems Pte Ltd 100 (120,169)
3 9Haw Par Corporat ion L imited
Subsidiary Companies (cont’d)
(b) Incorporation of subsidiary companies by subsidiary companies:
Group’s Total shareName of subsidiary company interest therein capital issued Consideration
% $
Haw Par Healthcare Limited(immediate parent company)Tiger Balm Kabushiki Kaisha 60 JPY 10,000,000 96,099
Underwater World Attractions Pte Ltd(formerly known as Eng Aun Tong Pte Ltd)(immediate parent company)Underwater World (Thailand) Ltd 49 THB 10,000 201
Underwater World (Thailand) Ltd(immediate parent company)Underwater World Pattaya Ltd 46.6 THB100,000,000 * 1,125,875
(called up THB 51,000,000)
* As at the end of the financial year, only 51% of the total issued share capital has been called. Accordingly, the consideration of
$1,125,875 paid by the Group as at the end of the financial year represents its share of the called up share capital.
Underwater World (Thailand) Ltd and Underwater World Pattaya Ltd are considered as subsidiary companies
on the basis that the Group has the power to cast the majority of the votes at the board meetings.
(c) The subsidiary companies, Tiger Balm (Hong Kong) Limited and The Proshop Sdn Bhd, were liquidated/
struck-off during the financial year.
(d) The subsidiary companies, Recreational Investment (1992) Pte Ltd and Spa Development Pte Ltd, were placed
under voluntary liquidation after the financial year end.
(e) The subsidiary company, Regina Haw Par Pte Ltd, was liquidated after the financial year end.
Asset Values of the Group and the Company
Before the profit and loss account and balance sheet of the Company were made out, the Directors took
reasonable steps:
(a) to ascertain that proper action had been taken in relation to bad and doubtful debts and have satisfied
themselves that all known bad debts had been written off and that adequate provisions had been made for
doubtful debts; and
(b) to ensure that any current assets which were unlikely to realise their book value in the ordinary course of
business had been written down to their estimated realisable values.
At the date of this report, the Directors are not aware of any circumstances which would render the amounts
written off for bad debts or the amounts provided for doubtful debts in the Group inadequate to any substantial
extent or the values attributable to current assets in the consolidated financial statements of the Group misleading.
Other Circumstances Affecting the Financial Statements
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report
or the financial statements of the Group and of the Company which would render any amount stated in the
consolidated financial statements of the Group and the financial statements of the Company misleading.
Repor t o f the Directors
4 0 Haw Par Corporat ion L imited
Unusual Items After the Financial Year
In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the
interval between the end of the financial year and the date of this report which is likely to affect substantially the
results of the Group and of the Company for the financial year in which this report is made.
Charges and Contingent Liabilities
No contingent or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the
ability of the Group and of the Company to meet their obligations as and when they fall due.
As at the date of this report:
(a) there are no material contingent liabilities which have arisen since the end of the financial year in respect of
any corporation in the Group and the Company other than in the normal course of business; and
(b) there are no charges on the assets of any corporation in the Group and the Company which have arisen since
the end of the financial year which secure the liabilities of any other person.
Audit Committee
The Audit Committee carried out its functions in accordance with the Companies Act, Cap. 50, which included a
review of the financial statements of the Group and the Company for the year and the auditors’ report thereon.
The Audit Committee has recommended to the Board of Directors the re-appointment of Ernst & Young, Certified
Public Accountants, as external auditors of the Company.
Auditors
Ernst & Young have expressed their willingness to accept re-appointment as auditors of the Company and a
resolution proposing their re-appointment will be submitted at the Annual General Meeting.
On behalf of the Board,
Wee Cho Yaw
Chairman
Hong Hai
President & Chief Executive Officer
Singapore
7 March 2001
Repor t o f the Directors
4 1Haw Par Corporat ion L imited
We, Wee Cho Yaw and Hong Hai, being two of the Directors of Haw Par Corporation Limited do hereby state that,
in the opinion of the Directors:
(i) the balance sheets, profit and loss accounts, statements of recognised gains and losses, and consolidated
cash flow statement together with the notes thereto, set out on pages 43 to 76, 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 2000, and the
results of the Company and the Group, and the cash flow of the Group, for the year ended 31 December 2000;
and
(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they fall due.
On behalf of the Board,
Wee Cho Yaw
Chairman
Hong Hai
President & Chief Executive Officer
Singapore
7 March 2001
Sta tement by Directors
Pursuant to Section 201(15)
4 2 Haw Par Corporat ion L imited
We have audited the financial statements of Haw Par Corporation Limited set out on pages 43 to 76. The financial
statements comprise the balance sheets of the Company and the Group as at 31 December 2000, the profit and
loss accounts and the statements of recognised gains and losses of the Company and the Group and the cash
flow statement of the Group for the year then ended 31 December 2000, and the notes thereto. These financial
statements are the responsibility of the Company’s Directors. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Directors, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the financial statements are properly drawn up in accordance with the provisions of the Singapore Companies
Act (“Act”) and Singapore Statements of Accounting Standard and so as to give a true and fair view of:
(i) the state of affairs of the Company and of the Group as at 31 December 2000, the results of the Company
and of the Group and the cash flows of the Group for the year ended on that date; and
(ii) the other matters required by Section 201of the Act to be dealt with in the financial statements and
consolidated financial statements;
(b) the accounting and other records, and the registers 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.
We have considered the financial statements and auditors’ reports of all subsidiaries of which we have not acted
as auditors, being financial statements included in the consolidated financial statements. The names of those
subsidiaries audited by our associated firms and those audited by other firms are stated in Note 33.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation
of the consolidated financial statements and we have received satisfactory information and explanations as
required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and
in respect of subsidiaries incorporated in Singapore did not include any comment made under Section 207(3) of
the Act.
ERNST & YOUNG
Certified Public Accountants
Singapore
7 March 2001
Audi tor ’s Repor t
to the members of Haw Par Corporation Limited
4 3Haw Par Corporat ion L imited
The accounting policies and explanatory notes on pages 48 to 76 form an integral part of the financial statements.
(In Singapore dollars) Group Company
Notes 2000 1999 2000 1999
$’000 $’000 $’000 $’000
Turnover 2 158,120 168,027 – 1,383
Cost of sales (76,106) (84,073) – (1,355)
Gross profit 82,014 83,954 – 28
Other income 3 38,302 38,959 47,283 31,523
Sales and marketing expenses (27,221) (29,789) – –
Warehouse and delivery expenses (1,403) (1,429) – –
Manufacturing and operating expenses (4,599) (4,441) – –
General and administrative expenses (22,005) (21,747) (5,117) (5,212)
Profit from operations 4 65,088 65,507 42,166 26,339
Finance costs 5 (7,374) (6,352) (5,312) (5,344)
Share of results of associated companies 643 991 – –
Profit before taxation 58,357 60,146 36,854 20,995
Taxation 6 (13,643) (16,384) (10,580) (6,242)
Profit after taxation 44,714 43,762 26,274 14,753
Minority interests (2,979) (2,815) – –
Earnings for the year 41,735 40,947 26,274 14,753
Extraordinary items 7 (12,824) (10,965) (1,071) (98)
Net profit for the year 28,911 29,982 25,203 14,655
Transferred to statutory reserve 8 (23) (25) – –
Profit attributable to shareholders 8 28,888 29,957 25,203 14,655
Earnings per share for earningsbefore extraordinary items 10
– Basic 22.1 cts 21.8 cts
– Diluted 21.4 cts 21.2 cts
Earnings per share for earningsafter extraordinary items 10
– Basic 15.3 cts 15.9 cts
– Diluted 14.8 cts 15.5 cts
Pro f i t and Loss Accounts
for the year ended 31 December 2000
4 4 Haw Par Corporat ion L imited
(In Singapore dollars) Group Company
Notes 2000 1999 2000 1999
$’000 $’000 $’000 $’000
Non-current assets
Property, plant and equipment 11 31,666 38,676 339 383
Investment properties 12 184,294 170,828 – –
Trademarks 13 3,373 3,357 2,000 2,000
Subsidiary companies 14 – – 405,821 431,294
Associated companies 15 5,794 7,237 4,818 –
Long term investments 16 329,340 358,453 42,022 40,350
Deferred expenditure 17 952 947 – –
555,419 579,498 455,000 474,027
Current assets
Stocks and work-in-progress 18 16,134 17,999 – –
Debtors 19 32,487 35,248 243 870
Tax recoverable 12,383 10,702 7,671 5,733
Short term investments 20 134,669 127,099 – –
Deposits with banks and financial institutions 79,962 65,017 5 5
Cash and bank balances 16,690 11,496 873 366
292,325 267,561 8,792 6,974
Current liabilities
Creditors 21 32,400 46,363 2,805 3,013
Taxation 12,222 17,286 – –
Short term borrowings 22 210,630 117,594 164,697 87,662
Proposed dividend, net 14,322 14,066 14,322 14,066
269,574 195,309 181,824 104,741
Net current assets/(liabilities) 22,751 72,252 (173,032) (97,767)
Non-current liabilities
Deferred taxation 23 2,453 2,132 – –
Long term loans 24 1,147 101,290 – 100,000
(3,600) (103,422) – (100,000)
Net assets 574,570 548,328 281,968 276,260
Capital and reserves
Share capital 25 189,688 188,811 189,688 188,811
Reserves 8 358,735 335,156 92,280 87,449
Share capital and reserves 548,423 523,967 281,968 276,260
Minority interests 26,147 24,361 – –
574,570 548,328 281,968 276,260
The accounting policies and explanatory notes on pages 48 to 76 form an integral part of the financial statements.
Ba lance Sheets
as at 31 December 2000
4 5Haw Par Corporat ion L imited
(In Singapore dollars) Group Company
Notes 2000 1999 2000 1999
$’000 $’000 $’000 $’000
Recognised in revaluation reserve 8
Surplus/(deficit) on revaluation of
investment properties 13,832 (13,481) – –
Adjustments on currency realignment 165 45 – –
Recognised in revenue reserve 8
Goodwill paid on additional investment
in subsidiary companies (200) (751) – –
Dilution of interest in a subsidiary
company (75) (38) – –
Recognised in foreign currencytranslation reserve 8
Exchange differences on translation
of the financial statements of
foreign entities (net) 939 227 – –
Reversal to profit and loss accounts on
disposal of a subsidiary company and
an associated company 315 – – –
Net gains/(losses) not recognised inthe profit and loss accounts 14,976 (13,998) – –
Net profit for the year 28,911 29,982 25,203 14,655
Total recognised gains and losses 43,887 15,984 25,203 14,655
The accounting policies and explanatory notes on pages 48 to 76 form an integral part of the financial statements.
Sta tements o f Recogn i sed Ga ins and Losses
for the year ended 31 December 2000
4 6 Haw Par Corporat ion L imited
(In Singapore dollars)
2000 1999
$’000 $’000
Cash flows from operating activities:
Profit before taxation 58,357 60,146
Adjustments for:
Depreciation of property, plant and equipment 5,965 5,473
Amortisation of trademarks 57 65
Amortisation of deferred expenditure 320 348
Amortisation of long term investment 9 –
Loss on sale of property, plant and equipment 435 4
Share of results of associated companies (643) (991)
Investment and interest income (40,434) (16,785)
Loss/(profit) on sale of short term investments 3,844 (19,395)
Finance costs 7,374 6,352
Write back of property tax – 94
Compensation from settlement of legal case (834) (1,538)
Deferred expenditure written off 13 6
Currency realignment (918) 791
Operating profit before working capital changes 33,545 34,570
Decrease in stocks 334 1,953
(Increase)/decrease in debtors (708) 432
(Decrease)/increase in creditors (7,252) 4,112
Net proceeds received from settlement of legal case 437 2,369
Cash generated from operations 26,356 43,436
Interest paid (7,244) (6,953)
Investment and interest income received 39,910 16,864
Taxation paid (19,855) (18,836)
Net cash provided by operating activities 39,167 34,511
Cash flows from investing activities:
Proceeds from sale of an associated company 3,928 –
Proceeds from sale of property, plant and equipment 2,923 41
Proceeds from sale of long term investments 72 4,956
Proceeds from sale of short term investments 224,720 151,843
Proceeds from liquidation of an associated company – 40
Acquisition of a subsidiary company – (31,781)
Advances to a corporation (2,121) (3,142)
Dividends from associated companies – 363
Purchase of long term investments – (10,677)
Purchase of property, plant and equipment (2,166) (3,573)
Purchase of trademarks (47) (64)
Purchase of short term investments (231,759) (185,672)
Deferred expenditure incurred (337) (2)
Refurbishment of investment properties (3,628) (4,004)
Proceeds received from maturity of short term investments 14,567 –
Purchase of remaining stake of a subsidiary company (715) –
Redemption of preference shares in a long term investment 899 –
Redemption of preference shares in an associated company 958 –
Cash outflow from disposal of subsidiary companies (747) –
Net cash provided by/(used in) investing activities 6,547 (81,672)
Conso l ida ted Cash F low Sta tement
for the year ended 31 December 2000
4 7Haw Par Corporat ion L imited
(In Singapore dollars)
2000 1999
$’000 $’000
Cash flows from financing activities:
Payment of dividends to shareholders of the Company (21,117) (19,443)
Proceeds from issue of share capital 1,878 2,623
Proceeds from issue of share capital to minority shareholders of
subsidiary companies 1,084 66
Net repayment of short term borrowings (6,654) (13,549)
Payment of dividends to minority shareholders of subsidiary companies (420) (371)
Net cash used in financing activities (25,229) (30,674)
Net increase/ (decrease) in cash and cash equivalents 20,485 (77,835)
Cash and cash equivalents at beginning of year (note 30) 75,143 152,978
Cash and cash equivalents at end of year (note 30) 95,628 75,143
Summary of effects of subsidiary companies disposed of during the financial year:
Property, plant and equipment (307)
Stocks (1,531)
Debtors (7,802)
Bank and cash balances (747)
Creditors 5,351
(5,036)
Sales consideration * 4,818
Loss on disposal of subsidiary companies at Group level (218)
Cash proceeds from disposal of subsidiary companies –
Cash and cash equivalents disposed (747)
Cash outflow (net) (747)
* Sales consideration is in the form of equity shares in an associated company, UIC Technologies Pte Ltd.
The accounting policies and explanatory notes on pages 48 to 76 form an integral part of the financial statements.
Conso l ida ted Cash F low Sta tement
for the year ended 31 December 2000
4 8 Haw Par Corporat ion L imited
(In Singapore dollars)
Summary of Significant Accounting Policies
(a) Basis of Preparation
The financial statements have been prepared in accordance with Singapore Statements of Accounting Standardand the applicable provisions of the Companies Act. In addition, they have been prepared on a historicalcost basis modified by revaluation of certain investment properties and unquoted shares in subsidiary
companies. The financial statements are expressed in Singapore dollars.
(b) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and all itssubsidiary companies for the year ended 31 December 2000. The accounting year of the Company and all itssubsidiary companies ends on 31 December except for Haw Par Medicals (India) Private Limited (“HPMI”)which has an accounting year ending 31 March as required by the laws of its country of incorporation. Theconsolidated financial statements incorporate HPMI’s audited financial statements as of 31 March and theunaudited management financial statements to 31 December.
The Group’s subsidiary companies are shown in note 33.
Subsidiary companies comprise those companies in which the Group holds more than one half of the votingpower and/or controls the majority composition of the Board of Directors and/or is in a position to exercisecontrolling influence on their financial and operating policies.
The results of subsidiary companies acquired during the year are included from the respective dates ofacquisition; the results of subsidiary companies disposed of are included up to the respective dates of disposal.The excess of the cost of control of a subsidiary company over the book value of the net underlying assetsacquired is dealt with as goodwill arising on consolidation. Such goodwill is written off against reserves inthe year of acquisition. Where the consideration for cost of control of a subsidiary company is the allotmentof shares of the Company, credited as fully paid, the difference between the nominal value of the shares soallotted and the value of the consideration less related expenses is credited to share premium account.
(c) Revenue Recognition
Revenue from the sale of products are recognised upon passage of title to the customer which generallycoincides with their delivery and acceptances. Service revenue is recognised upon rendering of services.Rental income is recognised when due.
(d) Associated Companies
Associated companies are those companies other than subsidiary companies in which the Group holds notless than 20% of the equity as a long term investment, has representation on the Board of Directors and is ina position to exercise significant influence on their management. Investment in associated companies arestated at cost in the Company’s balance sheet unless, in the opinion of the Directors, there has been permanentdiminution in value, in which event they would be written down to a valuation fixed by the Directors. TheGroup’s associated companies are shown in note 33.
The Group’s share of the results of associated companies, based on audited financial statements and/ormanagement financial statements, is included in the consolidated profit and loss account. On acquisition ofan associated company, any difference between the cost of acquisition and the Group’s share of the fairvalues of the net identifiable assets of the associated company is dealt with as goodwill arising on consolidationand written off against reserves in the year of acquisition.
The attributable retained post-acquisition reserves of associated companies are added to investments shownin the Group’s balance sheet. Where the audited financial statements are not co-terminous with those of theGroup, the share of profits is arrived at from the last audited financial statements available and unauditedmanagement financial statements to the end of the Group’s accounting period.
Dividend income from associated companies is accrued on the basis of the dates dividends are declared by
the investee companies.
Notes to the F inanc ia l S ta tements
31 December 2000
4 9Haw Par Corporat ion L imited
(In Singapore dollars)
Summary of Significant Accounting Policies (cont’d)
(e) Subsidiary Companies
Shares in subsidiary companies are stated at cost unless, in the opinion of the Directors, there has been
permanent diminution in value, in which event they would be written down to a valuation fixed by the Directors.
(f) Long Term Investments
Long term investments are those investments (other than in associated companies) which are not held for
trading. They are stated at cost unless, in the opinion of the Directors, there has been a permanent diminution
in value, in which event they would be written down to a valuation fixed by the Directors. Realised profits and
losses upon disposal of these investments are dealt with in the profit and loss account as extraordinary items.
Dividend income from long term investments is accrued on the basis of the dates dividends are declared by
the investee companies. Interest income from long term investments is accounted for on an accrual basis.
(g) Short Term Investments
Short term investments comprise marketable securities. Collectively, the marketable securities are valued at
the lower of cost less amounts written off and net realisable value. Realised profits and losses and unrealised
net losses in respect of marketable securities are taken to the profit and loss account.
Dividend income from short term investments is accounted for on the basis of the dates dividends are paid
by the investee companies. Interest income on marketable securities is accounted for on an accrual basis.
(h) Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises
its purchase price and any directly attributable costs of bringing the asset to working condition for its intended
use. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance
and repairs are charged to the profit and loss account.
Profits or losses on disposal of property, plant and equipment, except properties, are included in the operating
profit for the year. Profits or losses on the disposal of properties are treated as extraordinary items in the
profit and loss account.
(i) Investment Properties
Investment properties are held for the primary purpose of producing rental income.
Investment properties are revalued annually by the Directors based on periodic independent professional
valuation on an open market value basis. The net surplus or deficit on revaluation is taken to the revaluation
reserve except when the total revaluation reserve is insufficient to cover any deficit, then such deficit will be
charged to the profit and loss account as an extraordinary item. Upon disposal of an investment property,
the related remaining revaluation surplus is credited to the profit and loss account as part of the gain on sale
of investment property.
For properties under development, the land component is stated at annual valuation whereas the development
expenditure are stated at cost, which includes cost of construction, related overhead expenditure and financing
charges incurred during the period of construction.
Notes to the F inanc ia l S ta tements
31 December 2000
5 0 Haw Par Corporat ion L imited
(In Singapore dollars)
Summary of Significant Accounting Policies (cont’d)
(j) Depreciation
Depreciation of property, plant and equipment is calculated on cost on the straight line basis over their
estimated useful lives. No depreciation is provided on project-in-progress. The estimated useful lives are:
Leasehold land – Over the term of the lease
Leasehold buildings – 50 years or over the term of the lease,
whichever is lower
Lifts, escalators and electrical installations – 10 to 20 years
Plant, machinery and equipment – 10 years
Computer equipment – 4 years
Fixtures and fittings, office equipment and vehicles – 5 years
Marine livestock – 5 years
Fully depreciated assets are retained in the financial statements until they are no longer in use.
During the year, the Group changed the estimated useful life of its computer equipment from six to four years.
The effect of this change in accounting estimate on the Group’s and the Company’s results is insignificant.
(k) Finance Costs
Finance costs are recognised as expenses in the period in which they are incurred.
(l) Trademarks
The “Tiger” and “Kwan Loong” (“Double Lion”) trademarks are stated at cost. As the current economic value
of these trademarks exceeds cost, it is considered appropriate not to provide for amortisation of these
trademarks. The “PGF” trademarks and licences are amortised over a period of not exceeding 20 years.
(m) Stocks and Work-In-Progress
Stocks are valued at the lower of cost and net realisable value. Cost is arrived at on the first-in-first-out and
weighted average bases. In arriving at the net realisable value, due allowance is made for all deteriorated,
damaged, obsolete and slow moving stocks. Cost of finished stocks and work-in-progress includes direct
materials, labour and the appropriate proportion of variable and fixed manufacturing overheads.
(n) Foreign Currencies
Foreign currency monetary assets and liabilities are converted into Singapore dollars at rates of exchange
closely approximating those ruling at the balance sheet date. Profit and loss account items, where applicable,
are converted at rates closely approximating those ruling at the transaction dates.
All foreign exchange profits and losses arising from conversion are included in the profit and loss account.
Those relating to capital transactions are reflected as extraordinary items.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the company expressed in Singapore dollars using the exchange rate at the date of the transaction.
For inclusion in the consolidated financial statements, all assets and liabilities and results of foreign subsidiary
and associated companies are translated into Singapore dollars at rates of exchange closely approximating
those ruling at the balance sheet date. Exchange differences arising from such currency translations together
with unrealised gains and losses on the translation of intercompany loans are dealt with through the Group’s
foreign currency translation reserve.
Notes to the F inanc ia l S ta tements
31 December 2000
5 1Haw Par Corporat ion L imited
(In Singapore dollars)
Summary of Significant Accounting Policies (cont’d)
(o) Deferred Taxation
Deferred tax is accounted for under the liability method whereby the charge for the year is based on the disclosed
book profit after adjusting for all permanent differences. The amount of taxation deferred on account of all
timing differences net of carried forward losses is reflected in the deferred taxation account. Future income tax
benefits arising from unutilised tax losses and capital allowances are recognised in the financial statements
only if there is reasonable assurance that they will be utilised against future taxable profits.
(p) Deferred Expenditure
Deferred expenditure comprises pre-production and preliminary expenses, technology fee paid in advance
for the use of a third party’s technology and advertising and product registration expenses. Pre-production
and preliminary expenses are written off to the profit and loss account on a straight line basis over a 3-year
period commencing from the date of commercial production. Technology fee expense paid in advance for
the use of a third party’s technology is written off on a straight line basis over the contract period which is five
years. Advertising and product registration expenses are written off to the profit and loss account on a
straight line basis over a 3-year and 5-year period respectively.
(q) Leases
Where the Group is the lessee
Leases where the lessor effectively retains substantially all the risk and benefits of ownership of the leased
term, are classified as operating leases. Operating lease payments were recognised as an expense in the
profit and loss accounts on a straight line basis over the lease term.
Where the Group is the lessor
The Group owns certain investment properties, which are tenanted on operating lease terms. These are
classified as investment properties (note 12) on the balance sheet.
Operating lease rental income is recognised in the profit and loss account on a straight line basis over the
respective lease terms.
(r) Cash and Cash Equivalents
Cash and cash equivalents consist of cash at bank and in hand less bank overdrafts and trust receipts but
exclude secured bank overdrafts which are used for financing activities.
Notes to the F inanc ia l S ta tements
31 December 2000
5 2 Haw Par Corporat ion L imited
(In Singapore dollars)
1. Corporate Information
The Company, which is incorporated in Singapore, is the owner of the “Tiger” trademarks and the holdingcompany for the Group. Its principal activities are licensing of the “Tiger” trademarks, provision of managementand support services to members of the Group and owning investments for long term holding purposes.
The registered address of Haw Par Corporation Limited is located at 178 Clemenceau Avenue, #08-00,Haw Par Glass Tower, Singapore 239926.
The principal activities of the Group are as follows:
(a) manufacturing, marketing and trading in healthcare products;
(b) trading in sports and leisure-related products and services, information technology products and servicesand power generation equipment; and
(c) investment in property, investment holding and dealing in securities.
There have been no significant changes in the nature of these activities during the financial year.
The number of employees of the Group and of the Company at 31 December 2000 was 577 and 38 respectively
(1999: 691 and 44).
2. Turnover
Turnover of the Group represents invoiced sales and services, rental income but excludes dividend and interestincome and intra-group transactions. Turnover of the Company represented invoiced sales from trading of“Tiger” products but excludes dividend and interest income. With effect from 1 October 1999, trading of“Tiger” products by the Company ceased upon grant of exclusive distribution rights for certain relevantterritories, to a subsidiary company as referred to note 13 to the financial statements.
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Sales of goods and services 144,325 155,254 – 1,383
Rental income 13,795 12,773 – –
158,120 168,027 – 1,383
3. Other Income
Gross dividends from:Quoted equity investments 35,477 12,148 – –Unquoted equity investments – 130 – 130Subsidiary companies:
Quoted – – 7,144 6,804Unquoted – – 32,339 16,372
Interest income from:Deposits 1,518 1,930 7 10Quoted debentures 2,847 1,912 – –Subsidiary companies – – 4,034 4,341Others 592 665 421 431
Compensation from settlement of legal case 834 1,538 – –Net (loss)/profit on sale of short term investments (3,844) 19,395 – –Service, licence and rental fee 779 935 – 206Miscellaneous income 99 306 – –Management fee from subsidiary companies – – 2,541 2,457Royalty income from subsidiary company – – 797 772
38,302 38,959 47,283 31,523
Notes to the F inanc ia l S ta tements
31 December 2000
5 3Haw Par Corporat ion L imited
(In Singapore dollars)
4. Profit from Operations
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Profit from operations is stated after:
Crediting:Net exchange gain 15 – – 71
Charging:Depreciation of property, plant and equipment 5,965 5,473 186 158
Net exchange loss – 607 295 –
Net loss on sale of property, plant and equipment 435 4 (8) –
Amortisation of trademarks 57 65 – –
Amortisation of deferred expenditure 320 348 – –
Amortisation of long term investments 9 – – –
Staff costs 22,645 23,334 2,142 2,313
Remuneration of the Directors of the Company 1,463 1,209 1,425 1,171
Auditors’ remuneration:
Auditors of the Company
fees 433 436 130 120
underprovision in respect of prior years 2 – 10 –
non audit fees 178 163 30 50
Other auditors
fees 60 100 – –
non audit fees – 35 – –
Net provision for stock obsolescence 66 289 – –
Pursuant to the requirements of the Singapore Exchange Listing Manual, the remuneration of Directors of the
Company is as follows:
Number of Directors in remuneration bands
2000
Executive Non-ExecutiveDirectors Directors Total
$500,000 and above 1 – 1
$250,000 to $499,999 2 – 2
$0 to $249,999 – 6 6
Total 3 6 9
5. Finance Costs
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Interest on advances from subsidiary companies – – 236 828
Interest on bank overdrafts 26 18 6 8
Interest on other bank borrowings 7,348 6,334 5,070 4,508
7,374 6,352 5,312 5,344
Notes to the F inanc ia l S ta tements
31 December 2000
5 4 Haw Par Corporat ion L imited
(In Singapore dollars)
6. TaxationGroup Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Current taxationCurrent year
Singapore 12,660 15,714 11,080 6,242
Overseas 968 657 – –
13,628 16,371 11,080 6,242
Prior years under/(over) provision
Singapore (535) 1,945 (500) –
Overseas 17 (13) – –
(518) 1,932 (500) –
Deferred taxationCurrent year
Singapore 672 182 – –
Overseas (387) (45) – –
285 137 – –
Prior years over provision in Singapore – (2,318) – –
Associated companies 248 262 – –
13,643 16,384 10,580 6,242
The current year tax charge for the Group was lower than that derived by applying the corporate rate of Singapore
tax because of a special tax-exempt dividend income, offset by losses in certain subsidiary companies and
non-deductible expenses. The 1999 tax charge for the Group is higher than that derived by applying the
corporate rate of Singapore tax because of losses in certain subsidiary companies and non-deductible expenses.
The tax charge for the Company is higher than that derived by applying the corporate rate of Singapore tax
because of non-deductible expenses.
The Group and the Company have not made any provision for Singapore income tax on income earned outside
Singapore and not received therein. If all income earned by the Group and the Company in 2000 and prior
years were to be received in Singapore, the tax that would become payable thereon at the prevailing tax rate
will be approximately $9.11 million for both the Group and the Company (1999: $9.29 million for both the
Group and the Company).
Prior years’ tax losses and capital allowances realised by certain subsidiary companies during the year amounted
to approximately $2.68 million (1999: $3.54 million).
As at 31 December 2000, there were estimated unutilised tax losses amounting to $35.13 million (1999: $30.11
million) available for set-off in the future for certain subsidiary companies. No credit has been recognised in
their financial statements for these unutilised losses and capital allowances.
Notes to the F inanc ia l S ta tements
31 December 2000
5 5Haw Par Corporat ion L imited
(In Singapore dollars)
7. Extraordinary Items
The following have been credited/(debited) to the profit and loss account as extraordinary items:
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Gain on disposal of an associated company 2,641 – – –Loss on disposal of subsidiary companies (218) – (1,079) –Write back of excess provision made on disposal
of a subsidiary company in prior years – 54 – –Gain on liquidation of a subsidiary company 2 2 8 (90)Writeback/(provision) for write-down in carrying
value of property, plant and equipment 239 (2,500) – –Gain/(loss) on sale of long term investments 72 (7,718) – (8)Loss on liquidation of an associated company – (3) – –Provision for diminution of investment
in an associated company – (800) – –Provision for closure costs of subsidiary companies (2,000) – – –Provision for diminution in value of
long term investments (13,560) – – –
(12,824) (10,965) (1,071) (98)
8. Reserves
Non-distributable reserves
Statutory reserve
Balance at 1 January 150 138 – –
Transferred from profit and loss accounts 23 25 – –
Transfer to revenue reserve – (13) – –
Balance at 31 December 173 150 – –
Share premium
Balance at 1 January 7,371 6,128 7,371 6,128
Premium on exercise of share options 624 317 624 317
Premium on exercise of warrants 377 926 377 926
Balance at 31 December 8,372 7,371 8,372 7,371
Capital reserve
Balance at 1 January 16,492 16,463 38 38
Share premium of a subsidiary company 64 29 – –
Balance at 31 December 16,556 16,492 38 38
Notes to the F inanc ia l S ta tements
31 December 2000
5 6 Haw Par Corporat ion L imited
(In Singapore dollars)
8. Reserves (cont’d)
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Revaluation reserve
Balance at 1 January 64,149 77,585 – –
Adjustments on currency realignment 165 45 – –
Surplus/(deficit) on revaluation
of investment properties 13,832 (13,481) – –
Reversal to revenue reserve arising from
disposal of an associated company (114) – – –
Balance at 31 December 78,032 64,149 – –
Total non-distributable reserves 103,133 88,162 8,410 7,409
The statutory reserve is legally required to be set aside in the countries of incorporation of certain subsidiary
companies. Those laws, restrict the distributability and use of the reserves.
The capital reserve relates to non-distributable profits arising on sale of long term investments as required by
the respective subsidiary companies’ Articles of Association and share premiums arising from issuance of
share capital of certain subsidiary companies.
Distributable reserves
Revenue reserve
Balance at 1 January 249,988 241,833 80,040 86,411
Goodwill paid on additional
investment in subsidiary companies (200) (751) – –
Dilution of interest in a subsidiary company (75) (38) – –
Transferred from statutory reserve – 13 – –
Transferred from asset revaluation reserve
due to disposal of an associated company 114 – – –
Profit attributable to shareholders 28,888 29,957 25,203 14,655
Dividends, net (note 9) (21,373) (21,026) (21,373) (21,026)
Balance at 31 December 257,342 249,988 83,870 80,040
Foreign currency translation reserve
Balance at 1 January (2,994) (3,221) – –
Net movement 939 227 – –
Reversal to profit and loss accounts on disposal of a
subsidiary company and an associated company 315 – – –
Balance at 31 December (1,740) (2,994) – –
Total distributable reserves 255,602 246,994 83,870 80,040
Total reserves 358,735 335,156 92,280 87,449
Notes to the F inanc ia l S ta tements
31 December 2000
5 7Haw Par Corporat ion L imited
Notes to the F inanc ia l S ta tements
31 December 2000
(In Singapore dollars)
9. Dividends, Net
Group and Company
2000 1999
$’000 $’000
First interim dividend of 5% (1999: 5%) less tax of 25.5% (1999: 26%) 7,041 6,960
Proposed final dividend of 10% (1999: 10%) less tax of 24.5% (1999: 25.5%) 14,322 14,066
Additional dividends paid in respect of the previous year on additional
shares issued in the year from exercise of share options 10 –
21,373 21,026
Dividend per share (net) 11.3 cts 11.1 cts
10. Earnings Per Share
Group
2000 1999
$’000 $’000
EarningsEarnings before extraordinary items 41,735 40,947
Extraordinary items (12,824) (10,965)
Earnings after extraordinary items 28,911 29,982
’000 ’000Number of sharesWeighted average number of ordinary shares for calculation
of basic earnings per share 189,063 188,036
Dilution adjustment for share options 152 101
Dilution adjustment for Warrants 2001 6,115 5,149
Adjusted weighted average number of shares for calculation of
diluted earnings per share 195,330 193,286
Earnings per shareFor earnings before extraordinary items
– Basic 22.1 cts 21.8 cts
– Diluted 21.4 cts 21.2 cts
For earnings after extraordinary items
– Basic 15.3 cts 15.9 cts
– Diluted 14.8 cts 15.5 cts
5 8 Haw Par Corporat ion L imited
(In Singapore dollars)
11. Property, Plant and EquipmentPlant,
Leasehold equipment,land & furniture Marine Project-in
building & vehicles livestock progress Total$’000 $’000 $’000 $’000 $’000
GroupCostAt 1 January 2000 33,465 65,625 1,734 668 101,492Exchange adjustments (1) 276 – – 275Subsidiaries disposed off – (5,364) – – (5,364)Additions 317 1,657 132 60 2,166Disposals/written off (9,808) (1,768) – – (11,576)
At 31 December 2000 23,973 60,426 1,866 728 86,993
DepreciationAt 1 January 2000 13,604 45,712 1,000 – 60,316Exchange adjustments (1) 61 – – 60Subsidiaries disposed off – (5,057) – – (5,057)Charge for 2000 1,527 4,229 209 – 5,965Disposals/written off (4,749) (1,208) – – (5,957)
At 31 December 2000 10,381 43,737 1,209 – 55,327
Charge for 1999 1,715 3,639 119 – 5,473
Provision for write-down in carrying valueAt 1 January 2000 2,500 – – – 2,500Amounts utilised (2,261) – – – (2,261)Amounts written back (239) – – – (239)
At 31 December 2000 – – – – –
Net book value:At 31 December 2000 13,592 16,689 657 728 31,666
At 31 December 1999 17,361 19,913 734 668 38,676
Equipment,furniture & vehicles
$’000CompanyCostAt 1 January 2000 2,053Additions 90Transfer from/(to) subsidiary companies, net 17Disposals/written off (68)
At 31 December 2000 2,092
DepreciationAt 1 January 2000 1,670Charge for 2000 186Transfer from/(to) subsidiary companies, net (35)Disposals/written off (68)
At 31 December 2000 1,753
Charge for 1999 158
Net book value:At 31 December 2000 339
At 31 December 1999 383
Notes to the F inanc ia l S ta tements
31 December 2000
5 9Haw Par Corporat ion L imited
(In Singapore dollars)
12. Investment PropertiesGroup
2000 1999
$’000 $’000
Completed properties at valuation:
Freehold properties 17,198 18,884
Leasehold properties 167,096 151,944
184,294 170,828
All investment properties of the Group were stated at Directors’ valuation based on open market valuation at
31 December 2000 carried out by independent professional valuers, DTZ Debenham Tie Leung (SEA) Pte Ltd,
Khong & Jaafar Sdn Bhd, and DTZ Debenham Tie Leung Limited.
The details of the Group’s investment properties are as follows:
Investment properties Description Tenure of land Independent valuer Valuation date
Haw Par Glass Tower 8-storey office 99-year DTZ Debenham 31 December 2000178 Clemenceau building on a land lease from Tie Leung (SEA)Avenue area of 899 square 2 June 1970 Pte LtdSingapore 239926 metres. The net
lettable area is 3,426square metres.
Haw Par Centre 6-storey office 99-year DTZ Debenham 31 December 2000180 Clemenceau building on a lease from Tie Leung (SEA)Avenue land area of 2,787 1 September Pte LtdSingapore 239922 square metres. 1952
The net lettablearea is 10,251square metres.
Setron Building 8-storey industrial 60-year DTZ Debenham 31 December 200010 Dundee Road building on a land lease from Tie Leung (SEA)Singapore 149455 area of 6,567 1 November Pte Ltd
square metres. 1972The net lettablearea is 11,763square metres.
Haw Par Technocentre 7-storey industrial 99-year DTZ Debenham 31 December 2000401 Commonwealth building on a land lease from Tie Leung (SEA)Drive area of 8,131 square 1 March 1963 Pte LtdSingapore 149598 metres. The net
lettable area is 15,722square metres.
Menara Haw Par 32-storey office Freehold Khong & Jaafar 31 December 2000Lot 242, Jalan Sultan building on a land Sdn BhdIsmail, 50250 area of 2,637 squareKuala Lumpur metres. The netMalaysia lettable area is 15,659
square metres.
Westlands Centre 3 units of office/ 999-year lease DTZ Debenham 31 December 2000Units 1405 – 1407 industrial space with Tie Leung LimitedWestlands Centre a net lettable area20 Westlands Road of 475 square metres.Quarry Bay Hong Kong
Notes to the F inanc ia l S ta tements
31 December 2000
6 0 Haw Par Corporat ion L imited
(In Singapore dollars)
13. Trademarks
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
“Tiger” trademarks, at cost 2,000 2,000 2,000 2,000
“Kwan Loong” (“Double Lion”) trademarks,
at cost (HK$5.58 million) 1,239 1,194 – –
“PGF” trademarks and licences, at net book value 134 163 – –
3,373 3,357 2,000 2,000
Analysis of movement of trademarks:
Balance at 1 January 3,357 3,352 2,000 2,000
Exchange adjustments 26 6 – –
Additions 47 64 – –
Amortisation during the year (57) (65) – –
Balance at 31 December 3,373 3,357 2,000 2,000
The Company and its wholly owned subsidiary company, Haw Par Brothers International (HK) Ltd (together
“the Licensors”), licensed to Haw Par Healthcare Limited (“HPH”), another subsidiary company, the exclusive
right to manufacture, distribute, market and sell “Tiger” and “Kwan Loong” products worldwide for the period
up to 31 December 2012. These licensing arrangements are renewable upon expiry for a further period of 25
years on terms to be mutually agreed between the Licensors and HPH.
14. Subsidiary Companies
Company
2000 1999
$’000 $’000
Ordinary shares:
Quoted shares, at cost 11,682 11,682
Unquoted shares, at cost 271,675 225,779
Unquoted shares, at Directors’ valuation
– 1977 3 3
– 1986 1,249 1,249
284,609 238,713
Provision for diminution in value (1,842) (1,842)
282,767 236,871
Advances to subsidiary companies 210,712 294,695
Advances from subsidiary companies (87,658) (100,272)
123,054 194,423
Total 405,821 431,294
Market value of quoted shares 88,449 86,181
Advances to or from subsidiary companies are unsecured and are not expected to be repaid within the next 12
months. Certain advances to or from subsidiary companies bear interest at a range of 2.00% to 2.92% (1999:
1.92% to 2.68%) per annum.
Notes to the F inanc ia l S ta tements
31 December 2000
6 1Haw Par Corporat ion L imited
(In Singapore dollars)
15. Associated Companies
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Unquoted:
Ordinary shares, at cost 4,898 3,536 4,818 –
Preference shares, at cost 11,199 12,157 – –
16,097 15,693 4,818 –
Share of post acquisition losses (10,303) (7,834) – –
Goodwill written off – (622) – –
5,794 7,237 4,818 –
16. Long Term Investments
Quoted investments:
Shares in corporations, at cost 274,711 274,711 – –
Interest bearing bonds 9,011 25,777 – –
Other investments 2,399 2,399 – –
286,121 302,887 – –
Unquoted investments:
Shares in corporations, at cost 27,437 28,336 12,821 13,270
Others 643 652 502 502
Provision for diminution in value
of shares in corporations (13,560) – – –
14,520 28,988 13,323 13,772
Long term loan 28,699 26,578 28,699 26,578
Total long term investments 329,340 358,453 42,022 40,350
Market value:
Shares in corporations 673,134 756,769 – –
Interest bearing bonds 9,176 25,763 – –
Other investments 2,767 3,569 – –
685,077 786,101 – –
Long term loan relates to a shareholder’s loan to a corporation in which the Group has a long term equity
interest. It bears interest at 1.5% (1999: 1.5%) per annum, is unsecured and is not expected to be repaid within
the next 12 months.
Notes to the F inanc ia l S ta tements
31 December 2000
6 2 Haw Par Corporat ion L imited
(In Singapore dollars)
17. Deferred Expenditure
Group
2000 1999
$’000 $’000
Preliminary and pre-production expenses
Balance at 1 January 67 171
Exchange adjustments 1 8
Additions 64 2
Amortisation during the year (47) (108)
Amounts written off (13) (6)
Balance at 31 December 72 67
Advance technology transfer fee
Balance at 1 January 880 1,120
Amortisation during the year (240) (240)
Balance at 31 December 640 880
Advertising and product registration expenses
Balance at 1 January – –
Additions 273 –
Amortisation during the year (33) –
Balance at 31 December 240 –
Total deferred expenditure 952 947
Preliminary and pre-production expenses relate to pre-operating expenses and expenditure incurred for new
plant projects and new product development. Advance technology transfer fee represents fee paid in advance
for the use of a third party’s technology. Advertising and product registration expenses relate to production
costs of a 3-year television advertisement and clinical expenses for product registration.
18. Stocks and Work-In-Progress
Manufacturing stocks 7,203 7,554
Finished stocks 5,176 5,364
Trading stocks 3,517 4,486
Stocks-in-transit 238 595
16,134 17,999
Stocks are stated after deducting provision for
slow moving and obsolete stocks of 1,055 1,315
Analysis of provision for slow moving and obsolete stocks:
Balance at 1 January 1,315 1,905
Exchange adjustments (61) 18
Subsidiaries disposed off (198) –
Amounts utilised (67) (897)
Amounts written back (33) (10)
Charge to profit and loss accounts 99 299
Balance at 31 December 1,055 1,315
Notes to the F inanc ia l S ta tements
31 December 2000
6 3Haw Par Corporat ion L imited
(In Singapore dollars)
19. DebtorsGroup Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Trade debtors 24,969 31,072 – –Bills receivable – 109 – –Provision for doubtful debts (i) (1,031) (1,220) – –
Net trade debtors 23,938 29,961 – –
Other debtors 8,561 5,298 243 870Provision for doubtful debts (i) (12) (11) – –
Net other debtors (ii) 8,549 5,287 243 870
Total debtors 32,487 35,248 243 870
GroupTrade Others Trade Others
2000 2000 1999 1999
$’000 $’000 $’000 $’000
(i) Analysis of provision for doubtful debts:Balance at 1 January 1,220 11 1,206 714Exchange adjustments (7) – 12 –Subsidiaries disposed off (279) – – –Amounts utilised (43) – (265) (703)Amounts written back (15) – (61) –Charge to profit and loss accounts 155 1 328 –
Balance at 31 December 1,031 12 1,220 11
Bad debts written off directly to profit and loss accounts 4 – 14 –
(ii) Net other debtors are furtheranalysed as follows:
Sundry debtors, prepayments and deposits 7,508 4,038 116 870Interest receivable 721 1,143 – –Amounts due from associated companies 320 106 127 –
8,549 5,287 243 870
Amounts due from associated companies are unsecured, interest-free and have no fixed terms of repayment
except for an amount of $0.12 million (1999: nil) which bears interest at 4.5% per annum (1999: nil).
20. Short Term InvestmentsGroup
2000 1999
$’000 $’000
Quoted, at cost:Shares in corporations 88,713 83,551Debentures 45,956 42,810Other investments – 738
134,669 127,099
Notes to the F inanc ia l S ta tements
31 December 2000
6 4 Haw Par Corporat ion L imited
(In Singapore dollars)
20. Short Term Investments (cont’d)
Group
2000 1999
$’000 $’000
Market value:
Shares in corporations 238,247 252,242
Debentures 45,761 42,297
Other investments – 252
284,008 294,791
21. Creditors
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Trade creditors 6,450 15,376 60 63
Bills payable 1,005 458 – –
Accrued advertisement and promotion expenses 4,223 4,768 – –
Accrued interest expenses 1,495 1,365 1,327 1,327
Accrued construction costs 1,643 6,826 – –
Sundry accruals 7,352 7,637 1,134 1,499
Other creditors 4,528 5,572 284 124
Rental deposits 2,340 3,024 – –
Dividends payable to minority shareholders 1,364 1,337 – –
Provision for closure costs of subsidiary companies 2,000 – – –
32,400 46,363 2,805 3,013
22. Short Term Borrowings
2% Term Loan/Bonds 2001 – unsecured (Note 24) 100,000 – 100,000 –
Bank overdrafts – unsecured – 112 – –
Term loans – unsecured 109,606 116,224 64,697 87,662
Trust receipts – unsecured 1,024 1,258 – –
210,630 117,594 164,697 87,662
Interest on bank overdrafts and loans is payable at the prevailing bank prime and base lending rates and
money market rates.
23. Deferred Taxation
Group
2000 1999
$’000 $’000
Excess of net book value over tax written down
value of property, plant and equipment 2,153 2,117
Unabsorbed tax losses (333) (320)
Others 633 335
2,453 2,132
Notes to the F inanc ia l S ta tements
31 December 2000
6 5Haw Par Corporat ion L imited
(In Singapore dollars)
24. Long Term LoansGroup Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
2% Term Loan – unsecured 95,000 95,000 95,000 95,000
2% Bonds 2001 – unsecured 5,000 5,000 5,000 5,000
100,000 100,000 100,000 100,000
Reclassified to current liabilities (Note 22) (100,000) – (100,000) –
Others – unsecured 1,147 1,290 – –
1,147 101,290 – 100,000
The $95.00 million 2% Term Loan and $5.00 million Bonds 2001 together with 18,045,499 warrants were issuedpursuant to a Transferable Term Loan Facility and Subscription Agreement dated 18 April 1996 and will matureon 24 July 2001. Accordingly, they have been reclassified as current liabilities.
Accounting Treatment under SAS 32 (2000): “Financial Instruments: Disclosures Presentation” (effectivefor financial periods beginning on or after 1 October 2000) [This is equivalent to International AccountingStandard 32: “Financial Instruments: Disclosure & Presentation” (“IAS 32”)]
The above term loan and bonds (“Term Loan/Bonds”) are recorded in the financial statements at their principalvalues while no value is attributed to the warrants. If the Group were to early adopt the accounting treatmentprescribed in SAS 32 (2000), the value of the Term Loan/ Bonds instrument will be classified into its componentparts. The total consideration of $100.00 million on initial recognition would be ascribed as follows:
$’000
Present value of Term Loans/Bonds 84,508
Value of warrants 15,492
100,000
The discount of $15.49 million being the difference between the principal amount of the Term Loans/Bondsand its present value on initial recognition, would have been amortised over 5 years (the duration of the TermLoan/Bonds) using the discount method.
If SAS 32 (2000) had been early adopted when presenting these financial statements, the profits after taxationfor the year of the Group and the Company would have been reduced by approximately $3.31 million (1999:$3.14 million). The net assets of the Group and the Company would have been increased by approximately $1.96million (1999: $5.27 million) representing the allocated value of the warrants less cumulative discount amortised.
25. Share CapitalGroup and Company
2000 1999
$’000 $’000
(a) Authorised:
300,000,000 ordinary shares of $1.00 each 300,000 300,000
(b) Issued and fully paid:
189,687,526 ordinary shares of $1.00 each
Balance at 1 January 188,811 187,431
Issued 448,758 (1999: 1,102,420) shares by virtue of exercise of Warrants 2001 449 1,102
Issue of 427,500 (1999: 278,000) shares by virtue of exercise of share options 428 278
Balance at 31 December 189,688 188,811
Notes to the F inanc ia l S ta tements
31 December 2000
6 6 Haw Par Corporat ion L imited
(In Singapore dollars)
25. Share Capital (cont’d)
Unexercised warrants as at 31 December 2000 were as follows:
16,049,224 warrants entitling the holders to subscribe at any time during the period 1 January 2001 to 24 July
2001, both dates inclusive, for the same number of shares in the Company at an exercise price of presently
$1.84 per share.
Unissued shares under The Haw Par Corporation Group Executives’ Share Option Scheme as at 31 December
2000 were as follows:
(i) 120,000 shares at $3.46 per share, exercisable from 17 May 1997 to 16 February 2001.
(ii) 305,000 shares at $3.22 per share, exercisable from 13 May 1998 to 12 February 2002.
(iii) 34,000 shares at $1.86 per share, exercisable from 19 May 1999 to 18 February 2003.
(iv) 163,000 shares at $2.39 per share, exercisable from 16 April 2000 to 15 January 2004.
(v) 417,000 shares at $2.65 per share, exercisable from 28 April 2001 to 27 January 2005.
26. Professional Fees
Professional fees of $2,293 (1999: $nil) were paid by the Company and $5,186 (1999: $5,365) by the Group to
a firm of which one Director is a member.
27. Related Party Transactions
(a) The following were the significant intercompany transactions entered with subsidiary companies:
Company
2000 1999
$’000 $’000
Purchases from a subsidiary company – (1,356)
Rental of premises paid (318) (318)
Management fees received/receivable 2,541 2,457
Royalty income received/receivable 797 772
(b) The Company is regarded by United Overseas Bank Limited (“UOB”) as an associated company. The UOB
Group of companies provides banking, fund management and other related services to the Company and
its subsidiary companies. The following were the significant transactions between the Group and UOB
Group of companies during the financial year on normal commercial terms agreed by the parties concerned:
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Interest income earned from fixed deposits 2,211 2,426 7 10
Interest expenses paid on bank loans
and overdrafts (7,052) (6,043) (4,758) (4,209)
Fund management fees (86) (41) – –
(c) Other transactions entered into by the Company with related parties are disclosed in notes 3, 4 and 26.
Notes to the F inanc ia l S ta tements
31 December 2000
6 7Haw Par Corporat ion L imited
(In Singapore dollars)
28. Contingent Liabilities
Unsecured contingent liabilities relating to guarantees, claims and bills of exchange comprise:
Group Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000In respect of guarantees given to banks in
connection with facilities granted to:– subsidiary companies – – 46,694 32,346– a corporation in which the Group
has a long term equity interest 8,660 10,002 8,660 10,002In respect of guarantees, claims and bills of exchange 841 1,727 – –
9,501 11,729 55,354 42,348
29. Commitments
Capital commitments authorised andcontracted but not provided forin the financial statements 200 945 – –
Capital commitment authorised butnot contracted and not provided forin the financial statements 214 – – –
414 945 – –
Operating lease commitments
As a lessee
The Group leases certain offices, warehouses, and other premises under non-cancellable lease arrangements.Some premises are further sub-leased to third parties under non-cancellable sub-lease agreements.
Group
2000 1999
$’000 $’000
Rental expense 2,125 1,936Sublease income recognised in profit and loss account 494 422Future minimum sublease income receivable 381 357
Future minimum rentals payable under non-cancellable leases as of 31 December were as follows:
Within one year 1,267 1,170Between one year and five years 2,599 2,466After five years 3,206 3,469
7,072 7,105
30. Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated statement of cash flows comprised the followingbalance sheet amounts:
Cash and bank balances 16,690 11,496Deposits with banks and financial institutions 79,962 65,017Bank overdrafts – unsecured – (112)Trust receipts – unsecured (1,024) (1,258)
95,628 75,143
Notes to the F inanc ia l S ta tements
31 December 2000
6 8 Haw Par Corporat ion L imited
(In Singapore dollars)
31. Segmental Reporting
(a) Business segments
Leisureproducts Power Corporate
Healthcare and generation Property andproducts services and IT rental investments Eliminations Consolidated
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Revenue and expenses
2000
Sales to external
customers 58,635 37,420 48,270 13,795 – – 158,120
Inter-segment sales – – 64 558 – (622) –
Other income 3,312 610 238 1,296 59,061 (26,215) 38,302
Total revenue 61,947 38,030 48,572 15,649 59,061 (26,837) 196,422
Segment results 17,089 9,275 604 10,225 57,484 (25,330) 69,347
Unallocated expenses (4,259)
Profit from operations 65,088
Finance costs (7,374)
Share of results of associated companies 643
Taxation (13,643)
Minority interests (2,979)
Earnings for the year 41,735
Revenue and expenses
1999
Sales to external
customers 57,212 35,801 62,241 12,773 – – 168,027
Inter-segment sales – – 140 697 – (837) –
Other income 2,568 1,737 236 2,022 52,189 (19,793) 38,959
Total revenue 59,780 37,538 62,617 15,492 52,189 (20,630) 206,986
Segment results 15,338 11,577 1,974 10,371 41,164 (10,469) 69,955
Unallocated expenses (4,448)
Profit from operations 65,507
Finance costs (6,352)
Share of results of an associated company 991
Taxation (16,384)
Minority interests (2,815)
Earnings for the year 40,947
Notes to the F inanc ia l S ta tements
31 December 2000
6 9Haw Par Corporat ion L imited
(In Singapore dollars)
31. Segmental Reporting (cont’d)
(a) Business segments (cont’d)
Leisureproducts Power Corporate
Healthcare and generation Property andproducts services and IT rental investments Eliminations Consolidated
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Assets and liabilities
2000
Segment assets 125,513 48,817 11,938 192,347 561,965 (111,013) 829,567
Investment
in associated
companies – 1,039 – – 4,755 – 5,794
Total assets 125,513 49,856 11,938 192,347 566,720 (111,013) 835,361
Tax recoverable 12,383
Total assets per balance sheet 847,744
Segment liabilities 13,677 8,851 3,225 4,502 212,558 – 242,813
Taxation 12,222
Proposed dividend, net 14,322
Dividends payable to minority shareholders (note 21) 1,364
Deferred taxation 2,453
Total liabilities per balance sheet 273,174
Assets and liabilities
1999Segment assets 118,694 53,332 25,486 179,000 575,161 (122,553) 829,120
Investment
in associated
companies – 7,237 – – – – 7,237
Total assets 118,694 60,569 25,486 179,000 575,161 (122,553) 836,357
Tax recoverable 10,702
Total assets per balance sheet 847,059
Segment liabilities 12,889 7,108 10,855 10,756 222,302 – 263,910
Taxation 17,286
Proposed dividend, net 14,066
Dividends payable to minority shareholders (note 21) 1,337
Deferred taxation 2,132
Total liabilities per balance sheet 298,731
Notes to the F inanc ia l S ta tements
31 December 2000
7 0 Haw Par Corporat ion L imited
(In Singapore dollars)
31. Segmental Reporting (cont’d)
(a) Business segments (cont’d)
Leisureproducts Power Corporate
Healthcare and generation Property andproducts services and IT rental investments Eliminations Consolidated
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Other segment information
2000
Capital expenditure 822 1,140 154 1,264 217 (237) 3,360
Depreciation 1,260 2,745 706 1,130 124 – 5,965
Amortisation 302 84 – – – – 386
Other segment information
1999
Capital expenditure 440 2,733 319 9,323 37 – 12,852
Depreciation 1,130 2,678 585 924 156 – 5,473
Amortisation 297 116 – – – – 413
(b) Geographical segments
OtherAsia Other
Singapore countries countries Eliminations Consolidated$’000 $’000 $’000 $’000 $’000
2000Sales to external customers 78,747 47,093 32,280 – 158,120
Other income/ (losses) 41,444 (3,165) 23 – 38,302
Total revenue 120,191 43,928 32,303 – 196,422
Segment assets 811,355 92,756 6,875 (75,625) 835,361
Capital expenditure 3,268 92 – – 3,360
1999Sales to external customers 82,588 52,654 32,785 – 168,027
Other income 35,967 2,972 20 – 38,959
Total revenue 118,555 55,626 32,805 – 206,986
Segment assets 788,159 112,657 14,010 (78,469) 836,357
Capital expenditure 12,744 42 66 – 12,852
Notes to the F inanc ia l S ta tements
31 December 2000
7 1Haw Par Corporat ion L imited
(In Singapore dollars)
32. Statutory Information Required by Paragraph 7 of the Ninth Schedule of the Companies Act,Cap. 50
Liabilities payable Debts payableby the Company to the Company
2000 1999 2000 1999
$’000 $’000 $’000 $’000
Not later than 2 years 185,494 204,749 40,200 43,426
Later than 2 years and not later than 5 years 83,988 100,264 207,125 284,450
Later than 5 years – – – –
33. Subsidiary and Associated CompaniesEffective
Cost to equity interest Company held by Group
Country of Principal 2000 1999 2000 1999Subsidiary companies incorporation activities $’000 $’000 % %
Leisure products and services
@ Recreational Investment Singapore Investment 50,878 – 100.0 100.0(1992) Pte Ltd holding
* Haw Par Leisure Pte Ltd Singapore Investment 7,576 7,576 100.0 100.0holding
* Sports Services Ltd Singapore Dormant – – 100.0 100.0
* Jubedan Pte Ltd Singapore Investment – – 100.0 100.0
holding
* South River Singapore Investment – – 100.0 100.0Development Pte Ltd holding
* Underwater World Singapore Investment – – 100.0 100.0
International Pte Ltd holding
* Underwater World Singapore Owning & operating – – 100.0 100.0Singapore Pte Ltd oceanariums
* PGF International Australia Importation, assembly – – 100.0 100.0Pty. Limited + and merchandising
of golf clubs &accessories
* PGF New Zealand New Assembly & wholesale – – 100.0 100.0
Limited + Zealand marketing of golfclubs, bags, balls& accessories
* Haw Par Recreation Malaysia Management & – – 100.0 100.0
(Malaysia) Sdn Bhd + operation ofrecreation centres
* Lifestyle Sports Sdn Bhd + Malaysia Dormant – – 100.0 100.0
* S.M. Sports Sdn. Bhd. + Malaysia Dormant – – 100.0 100.0
* P.G.F. Golf Equipment Singapore Dormant – – 100.0 100.0
(S.E.A.) Pte Ltd
* Haw Par Eng Aun Tong Singapore Dormant – – 100.0 100.0(Singapore) Pte Ltd(formerly known as The
Proshop Private Limited)
Notes to the F inanc ia l S ta tements
31 December 2000
7 2 Haw Par Corporat ion L imited
(In Singapore dollars)
33. Subsidiary and Associated Companies (cont’d)
EffectiveCost to equity interest
Company held by GroupCountry of Principal 2000 1999 2000 1999
Subsidiary companies incorporation activities $’000 $’000 % %
Leisure products and services
* The Proshop Sdn Bhd + Malaysia Struck off in 2000 – – – 100.0
* Sovereign Marketing Singapore Dormant – – 100.0 100.0Pte Ltd
Underwater World Singapore Investment 200 – 100.0 100.0Attractions Pte Ltd holding(formerly known asEng Aun Tong Pte Ltd)
* Underwater World Thailand Investment – – 49.0** –(Thailand) Ltd + holding
* Underwater World Thailand Owning & – – 46.6** –Pattaya Ltd + operating
oceanariums
*@ Spa Development Pte Ltd Singapore Dormant – – 100.0 100.0
Healthcare products
Haw Par Healthcare Singapore Manufacturing, 11,682 11,682 75.1 75.2Limited marketing &
distributinghealthcare productsunder licence
* Drug Houses of Singapore Manufacturing, – – 75.1 75.2Australia (Asia) marketing &Pte Ltd distributing
pharmaceuticalproducts
* Tiger Balm (Hong Kong) Hong Kong Liquidated in 2000 – – – 75.2Limited +
* Tiger Balm (Malaysia) Malaysia Manufacturing, – – 75.1 75.2Sdn. Bhd.+ marketing &
distributingpharmaceuticalproducts
* Haw Par Tiger Balm Thailand Marketing & – – 36.8** 36.8**(Thailand) Limited + distributing
pharmaceuticalproducts
* Haw Par Tiger Balm Philippines Marketing & – – 75.1 75.2(Philippines), Inc + distributing
pharmaceuticalproducts
* HPH Property Sdn Bhd + Malaysia Dormant – – 75.1 75.2
* Tiger Medicals Taiwan Marketing & – – 75.1 75.2(Taiwan) Ltd ++ distributing
pharmaceuticalproducts
Notes to the F inanc ia l S ta tements
31 December 2000
7 3Haw Par Corporat ion L imited
(In Singapore dollars)
33. Subsidiary and Associated Companies (cont’d)
EffectiveCost to equity interest
Company held by GroupCountry of Principal 2000 1999 2000 1999
Subsidiary companies incorporation activities $’000 $’000 % %
Healthcare products
* Xiamen Tiger The People’s Manufacturing, – – 75.1 75.2
Medicals Co., Ltd ++ Republic marketing &
of China distributing
pharmaceutical
products
* PT Haw Par Healthcare Indonesia Manufacturing, – – 75.1 75.2
Indonesia + marketing &
distributing
pharmaceutical
products
* Tiger Balm Kabushiki Japan Manufacturing, – – 45.1 –
Kaisha # marketing &
distributing
pharmaceutical
products
* Haw Par Medicals India Marketing & – – 45.1 45.1
(India) Private Limited + distributing
pharmaceutical
products
* Regina Haw Par Pte Ltd Singapore Liquidated in 2001 – – 37.6** 37.6**
* Kwan Loong Industries Malaysia Dormant – – 100.0 100.0
Sdn. Bhd. +
* Kwan Loong Oils Hong Kong Dormant – – 100.0 100.0
(HK) Ltd. +
* Drug Houses of Australia, Malaysia Dormant – – 75.1 75.2
Far East Sdn. Bhd. +
Industrial products
Scott & English Limited Singapore Assembly of 1,249 1,249 100.0 100.0
diesel engines &
generator sets
* Haw Par Industries Singapore Assembly of – – 100.0 100.0
Private Limited diesel engines &
generator sets
* Cumford Turbo Sales Singapore Assembly of – – 100.0 100.0
& Service Pte Ltd diesel engines &
generator sets
* Haw Par Tiger Balm Hong Kong Dormant – – 100.0 100.0
(Hong Kong) Limited+
Notes to the F inanc ia l S ta tements
31 December 2000
7 4 Haw Par Corporat ion L imited
(In Singapore dollars)
33. Subsidiary and Associated Companies (cont’d)
EffectiveCost to equity interest
Company held by GroupCountry of Principal 2000 1999 2000 1999
Subsidiary companies incorporation activities $’000 $’000 % %
Information technology products & services
Asian Computer Services Singapore Trading in information – 4,682 – 90.0
Pte Ltd (Disposed technology products
in 2000) and services
Newtech Business Singapore Trading in information – 500 – 100.0
Systems Pte Ltd technology products
(Disposed in 2000) and services
Property
Haw Par Properties Singapore Property 2,561 2,561 100.0 100.0
(Singapore) development
Private Limited including owning
& letting properties
Haw Par Centre Singapore Owning & letting – – 100.0 100.0
Private Limited properties
* Sovereign Sports Hong Kong Owning & letting – – 100.0 100.0
Limited + properties
Haw Par Land Malaysia Owning & letting 217 217 100.0 100.0
(Malaysia) Sdn. Bhd. + properties
Setron Limited Singapore Property 40,746 40,746 100.0 100.0
development,
including owning
& letting properties
Haw Par Realty Singapore Dormant 2,827 2,827 100.0 100.0
Private Limited
Head office/Investment
Haw Par Equities Pte Ltd Singapore Investment & 10,000 10,000 100.0 100.0
dealing in
securities
Haw Par Securities Singapore Investment & 4,449 4,449 100.0 100.0
(Private) Limited dealing in
securities
Pickwick Securities Singapore Investment 21,000 21,000 100.0 100.0
Private Limited holding
Haw Par Investment Singapore Investment 25,000 25,000 100.0 100.0
Holdings Private holding
Limited
Notes to the F inanc ia l S ta tements
31 December 2000
7 5Haw Par Corporat ion L imited
(In Singapore dollars)
33. Subsidiary and Associated Companies (cont’d)
EffectiveCost to equity interest
Company held by GroupCountry of Principal 2000 1999 2000 1999
Subsidiary companies incorporation activities $’000 $’000 %
Head office/Investment
* Haw Par International Hong Kong Investment & – – 100.0 100.0
Limited + dealing in securities
* Haw Par Brothers Hong Kong Investment – – 100.0 100.0
International (H.K.) holding
Limited +
Haw Par Hong Kong Hong Kong Investment – – 100.0 100.0
Limited + holding
* Haw Par (Channel Channel Investment – – 100.0 100.0
Islands) Limited + Islands holding
Haw Par Capital Singapore Investment 20,000 20,000 100.0 100.0
Pte Ltd holding
Straits Maritime Leasing Singapore Investment & 80,000 80,000 100.0 100.0
Private Limited dealing in securities
& investment
holding
Edco Equity Pte Ltd Singapore Dormant – – 100.0 100.0
M & G Maritime Singapore Investment & – – 100.0 100.0
Services Pte. Ltd. dealing in securities
& investment
holding
U S E Enterprises Pte Ltd Singapore Investment holding 5,691 5,691 100.0 100.0
Haw Par Trading Pte Ltd Singapore Investment & – – 100.0 100.0
dealing in securities
& investment holding
Haw Par Countertrade Singapore Dormant 500 500 100.0 100.0
Pte Ltd
Haw Par Management Philippines Dormant 2 2 100.0 100.0
(Phil.), Inc. +
Haw Par (Australia) Australia Dormant 31 31 100.0 100.0
Pty Limited +
284,609 238,713
Notes to the F inanc ia l S ta tements
31 December 2000
7 6 Haw Par Corporat ion L imited
Notes to the F inanc ia l S ta tements
(In Singapore dollars)
33. Subsidiary and Associated Companies (cont’d)
EffectiveCost to equity interest
Company held by GroupCountry of Principal 2000 1999 2000 1999
Associated companies incorporation activities $’000 $’000 % %
* Brunswick Haw Par Singapore Dormant – – 50.0 50.0
Holdings Pte Ltd
* Mundo Submarino SA ++ Spain Owning and – – – 20.0
(Disposed in 2000) operating
oceanarium
UIC Technologies Pte Ltd Singapore Investment
holding 4,818 – 40.0 –
4,818 –
Notes
(i) Companies indicated with a (*) are indirectly held by Haw Par Corporation Limited.
(ii) Companies indicated with a (+) are audited by associated firms of Ernst & Young, Singapore.
(iii) Companies indicated with a (++) are audited by other firms.
(iv) The Group considers companies indicated with a (**) as subsidiary companies as the Group has the power to cast the
majority of the votes at the board meetings.
(v) All the above subsidiary companies operate in their respective countries of incorporation with the exception of Haw Par
(Channel Islands) Limited which operates in Hong Kong.
(vi) No audit was performed on companies indicated with a (@) as these companies were placed in voluntary liquidation in
January 2001.
(vii) Company indicated with a (#) is not required to be audited under the laws of its country of incorporation.
34. Comparative Figures
The presentation and classification of items in the financial statements have been changed to conform to the
requirements of SAS 1 (Revised 1999) – “Presentation of Financial Statements”, SAS 15 (Revised 1999) –
Leases and SAS 23 (Revised 1999) – “Segmental Reporting” which became effective for the financial year
ended 31 December 2000. Also, in applying SAS 1 (Revised 1999), the Group’s attributable share of its associated
companies’ turnover, which is not material, has been excluded. Additional line items have been included
in the profit and loss accounts and a new statement of recognised gains and losses has been presented
as required by SAS 1 (Revised 1999). Segmental information has also been analysed to include additional
information on liabilities, capital expenditure and non-cash expenses by segments. Comparative figures have
been adjusted to provide proper comparison with current year’s presentation.
31 December 2000
7 7Haw Par Corporat ion L imited
S ta t i s t i c s o f Shareho ld ings
as at 4 April 2001
Distribution of Shareholdings
No. of No. ofSize of Holdings Shareholders % Shares %
1 – 1,000 3,959 46.43 1,363,554 0.72
1,001 – 10,000 4,001 46.93 11,875,646 6.25
10,001 – 1,000,000 554 6.50 19,723,527 10.38
1,000,001 and above 12 0.14 157,039,104 82.65
Total: 8,526 100.00 190,001,831 100.00
Twenty Largest Shareholders
No. Name No. of Shares %
1 Tye Hua Nominees (Pte) Ltd 81,974,174 43.14
2 DBS Nominees Pte Ltd 16,143,905 8.50
3 HSBC (Singapore) Nominees Pte Ltd 15,114,625 7.95
4 United Overseas Bank Nominees Pte Ltd 12,201,696 6.42
5 UOB Kay Hian Pte Ltd 10,597,964 5.58
6 Raffles Nominees Pte Ltd 7,639,342 4.02
7 Wee Investments Private Limited 4,746,730 2.50
8 Citibank Nominees Singapore Pte Ltd 3,859,882 2.03
9 Oversea-Chinese Bank Nominees Pte Ltd 1,423,658 0.75
10 Kheng Ho Huat Company (Private) Ltd 1,230,670 0.65
11 Overseas Union Bank Nominees Pte Ltd 1,067,117 0.56
12 DB Nominees (S) Pte Ltd 1,037,889 0.55
13 G K Goh Stockbrokers Pte Ltd 958,989 0.50
14 Lie Tjoei Tjoe 726,000 0.38
15 Phillip Securities Pte Ltd 688,870 0.36
16 NTUC Income Insurance Co-operative Limited 463,000 0.24
17 Yeo Seng Kia 373,000 0.20
18 Wang Jung Hsin 359,000 0.19
19 Singapore Warehouse Co Pte Ltd 320,000 0.17
20 Tan Proprietary (Pte) Ltd 300,000 0.16
Total: 161,226,511 84.85
Substantial Shareholders
Name No. of Shares %
United Overseas Bank Limited 81,974,174 43.14
Peter Cundill Associates (Bermuda) Ltd 23,723,000* 12.49
Wee Cho Yaw 15,689,070** 8.26
Wee Ee Lim 15,329,270** 8.07
Wee Investments Private Limited 15,214,070 8.01
Wee Ee Cheong 15,214,070** 8.01
Wee Ee Chao 15,214,070** 8.01
Universal Select Managers Fund 12,300,000 6.47
Notes :* Peter Cundill & Associates (Bermuda) Ltd (“PC&A”) is deemed to have an interest in the 12,300,000 shares held by Universal
Select Managers Fund (“Universal”). PC&A acts as investment counsel to Universal.
** Messrs Wee Cho Yaw, Wee Ee Cheong, Wee Ee Chao and Wee Ee Lim are deemed to have an interest in the 15,214,070 shares
held by Wee Investments Private Limited.
7 8 Haw Par Corporat ion L imited
S ta t i s t i c s o f Warrantho ld ings
as at 4 April 2001
Distribution of Warrantholdings
No. of No. ofSize of Holdings Warrantholders % Warrants %
1 – 1,000 2,168 84.79 622,788 3.91
1,001 – 10,000 336 13.14 1,024,019 6.43
10,001 – 1,000,000 51 1.99 3,641,128 22.85
1,000,001 and above 2 0.08 10,646,984 66.81
Total: 2,557 100.00 15,934,919 100.00
Twenty Largest Warrantholders
No. Name No. of Warrants %
1 Tye Hua Nominees (Pte) Ltd 6,908,517 43.35
2 UOB Kay Hian Pte Ltd 3,738,467 23.46
3 United Overseas Bank Nominees Pte Ltd 742,230 4.66
4 Raffles Nominees Pte Ltd 490,647 3.08
5 Wee Investments Private Limited 430,773 2.70
6 HSBC (Singapore) Nominees Private Limited 188,109 1.18
7 Chan Sek Keong 113,000 0.71
8 Tong Chew Heng 112,000 0.70
9 Lie Tjoei Tjoe 100,000 0.63
10 DB Nominees (S) Pte Ltd 98,000 0.62
11 Phillip Securities Pte Ltd 97,836 0.61
12 Keppel Securities Pte Ltd 70,000 0.44
13 Wee Hian Kok 70,000 0.44
14 Kheng Ho Huat Company (Private) Ltd 69,467 0.44
15 Chin Kian Fong 65,000 0.41
16 G K Goh Stockbrokers Pte Ltd 62,218 0.39
17 Chin Kiam Hsung 52,360 0.33
18 Chew Chong Kee 51,200 0.32
19 Armstrong Robert Victor 44,600 0.28
20 DBS Nominees Pte Ltd 42,411 0.27
Total: 13,546,835 85.02
7 9Haw Par Corporat ion L imited
Management L i s t ing
Corporate Office
• Hong HaiPresident& Chief Executive Officer
• Wee Ee LimDeputy President
• Chng Hwee HongExecutive Director& Chief Operating Officer
• Ong Sian HinGroup Financial Controller &Group Company Secretary
• Tarn Sien HaoDeputy General Manager(Corporate Development)
• Teo Thin YienGroup Internal Audit Manager
• Theresa YeoGroup Human Resource Manager
• Law Lan HuaGroup Finance Manager
• Soon Seow YenAssistant Manager(Financial Control)
Healthcare
• Han Ah KuanDirector & General Manager,Haw Par Healthcare Limited
• Ling Ming ChuanDirector & General Manager,Haw Par Healthcare Limited
• Danny Y K LowFinancial Controller,Haw Par Healthcare Limited
• Goh Bee LeongGeneral Manager,Drug Houses of Australia (Asia) Pte Ltd
• Darryl KuekDeputy General Manager,Haw Par Healthcare Limited
• Govindasamy AnnamalaiManager,PT Haw Par Healthcare Indonesia
• Adrian LeeManager,Tiger Balm (Malaysia) Sdn Bhd
• Teo Hee ChaiRegional Manager(Europe & Africa),Haw Par Healthcare Limited
• Tham Yuen HoiManager,Xiamen Tiger Medicals Co Ltd
Leisure
• Chng Hwee HongExecutive Director,Haw Par Leisure Pte Ltd
• Lee Tak MengDirector & General Manager,Underwater World Singapore Pte Ltd
• Bruce MackayCuratorial Director,Underwater World International Pte Ltd
• Kwek Meng TiamDirector & Deputy General Manager(Operations),Underwater World Singapore Pte Ltd
• Katherine Yuen Chi KwanFinancial Controller,Underwater World Singapore Pte Ltd
• David HongSenior Projects Manager,Underwater World Singapore Pte Ltd
• Grant SwanGeneral Manager,PGF International Pty. Limited &PGF New Zealand Limited
• Ho Kah WahFinancial Controller &Company Secretary,PGF International Pty. Limited
• Joe WhitakerFinancial Controller,PGF New Zealand Limited
• Ho Lee ChinFinancial Controller &Company Secretary,Haw Par Recreation (M) Sdn Bhd
• James TanSenior Regional Manager,Haw Par Leisure Pte Ltd
Head Office Executives, Subsidiary Heads & Finance Managers
8 0 Haw Par Corporat ion L imited
Management L i s t ing
Head Office Executives, Subsidiary Heads & Finance Managers
Scott & English
• William AwGeneral Manager,Scott & English Limited
• Charles WeeFinancial Controller,Scott & English Limited
• David LoiGeneral Sales Manager,Scott & English Limited
Property
• Loo Jin WeeProperty Manager,Haw Par Properties (Singapore)Private Limited
Investments
• Paul ChowSenior Investments OfficerHaw Par Securities(Private) Limited
8 1Haw Par Corporat ion L imited
• PT Haw Par Healthcare IndonesiaJalan MercedesNo 105, Gunung PutriCiteureup, BogorPO Box 24/CibinongJakarta, IndonesiaT: 6221 867 1036F: 6221 867 1037
• Haw Par Tiger Balm(Thailand) Limited280 Charoenkrung RoadKweng SamphanthawongSamphanthawong DistrictBangkok 10100Thailand
• Haw Par Tiger Balm(Philippines), Inc.Marsman Distribution CenterManalac AvenueTaguig,Metro Manila,Philippines
• Haw Par Medicals (India)Private Limited11-B Dhanraj Mahal 3rd FloorApollo BunderBombay 400039India
• Tiger Medicals (Taiwan) LtdLotus Building 14th Floor,136 Jen Ai Road Sec 3Taipei, Taiwan, ROC
• Tiger Balm Japan Co., Ltd15-2, 1-Chome,Higashi Kanda,Chiyoda-ku, TokyoJapan
Healthcare
• Haw Par Healthcare LimitedDrug Houses of Australia(Asia) Pte Ltd2 Chia Ping Road #09-00Haw Par Tiger Balm BuildingSingapore 619968T: 265 2777 F: 265 4703Tlx: RS 25997
• Tiger Balm (Malaysia) Sdn BhdPLO 95 No.6Jalan Firma 1/1Tebrau Industrial Estate81100 Johor BahruMalaysiaT: 07-354 9616F: 07-354 9630
• Haw Par Healthcare Limited(Representative Office)Victoria HouseGrover StreetTunbridge WellsKent TNI 2QBEnglandT: 44 1892 535728F: 44 1892 544481
• Xiamen Tiger Medicals Co., Ltd2/F No 17 Building,Yi Bin Road,Taiwan Industrial Estate,Huli District, Zipcode 361 006,Xiamen, ChinaT: 86 592 562 0201F: 86 592 562 0202
Corporate Office
• Haw Par Corporation Limited178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926T: 337 9102 F: 336 9232Tlx: HAWPAR RS 21567
Group Of f i ces
8 2 Haw Par Corporat ion L imited
Leisure
• Singapore
Haw Par Leisure Pte Ltd178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926T: 337 9102 F: 338 0543
Underwater World SingaporePte Ltd80 Siloso Road, Sentosa,Singapore 098969T: 275 0030 F: 275 0036Email: [email protected]: http://www.underwaterworld.com.sg
• Malaysia
Haw Par Recreation (M) Sdn Bhd9th Floor,Menara Haw Par, Lot 242Jalan Sultan Ismail, 50250Kuala Lumpur, MalaysiaT: 03-230 4799F: 03-230 2788
• Australia
PGF International Pty. Limited11-21 Mandible StreetAlexandra, NSW 2015AustraliaT: 02-9319 5041F: 02-9698 5272URL: http://www.pgf.com
• New Zealand
PGF New Zealand Limited130b Shortland StreetAranui, ChristchurchNew ZealandT: 03-388 6086F: 03-388 6326
Power Generation
• Scott & English Limited2 Sixth Lok Yang Road,Scott & English BuildingSingapore 628100T: 265 5388F: 264 1511Tlx: CDSNS RS 25559Email: [email protected]
• Scott & English Limited(Shanghai Representative Office)Rm 2305 North TowerShanghai Stock ExchangeBuilding528 South Pu Dong RoadPu Dong New DistrictShanghai 200120People’s Republic of ChinaT: 86-21-68810375F: 86-21-68810375Email: [email protected]
Property & Investments
• Haw Par Properties(Singapore)Private Limited
• Haw Par Securities(Private) Limited
178 Clemenceau Avenue#08-00 Haw Par Glass TowerSingapore 239926T: 337 9102 F: 338 2573
• Haw Par Land (Malaysia)Sdn Bhd9th Floor, Menara Haw Par,Lot 242, Jalan Sultan Ismail50250, Kuala LumpurMalaysiaT: 02-03-230 1855F: 02-03-230 6078
• Haw Par International LimitedUnited Overseas Bank Bldg,54-58 Des Voeux RoadCentral, Hong KongT: 852-2842 5662F: 852-2810 5773
Group Of f i ces
8 3Haw Par Corporat ion L imited
Healthcare Products
• Tiger Brand productsTiger Balm,Tiger Balm Soft,Tiger Medicated Plaster,Tiger Indomethacin Plaster,Tiger Muscle Rub,Tiger Liniment,Balashin Sai &Tiger Headache Cure
• Kwan Loong Brand productsKwan Loong Medicated OilKwan Loong Refresher
Ethical Products
• Analgesics/AntipyreticsBifen, Dhamol, Pacofen,Picapan
• Antacids & AntiulcerantsAlusorb, Cementin, Dhalumag,Famotin, Magsil, Ulcertec,Zendhin, Magalon
• AntiasthmaticsDhatalin, Dhatifen, Zenmolin
• AntibioticsAroxin, Dhacillin, Dhatracin,Dhatrin, Erythro, Trizine,Wanmycin, Cloxcin
• Anti-plateletTipidin
• AntispasmodicsDhacopan
• AntidiarrhealsDhamotil, Kaolin & Pectin,Loperamil
• AntifungalsGrisuvin, Ketozole
• Antihistamines/AntiallergicsChlormine, Chlorpheniramine,Rhiniramine
• AntimalarialsChloroquine
• AntiparkinsonismCardopar
• Antirheumatics &Anti-inflammatory AnalgesicsDifenac, Soden, Napan
• AntiviralsZoral
• AntihypertensivesHypernol, Inpanol, Cardium
• Corticosteroid Creams/Oral PreparationsBetasone, Dermacort, Dhacort,Dhasolone, Dhabesol
• Cough & Cold PreparationsColinctus, Decofam,Dhacodine, Dhasedyl,Dhasedyl DM, Fedac, FedacCompound, Procodin,Phenexpect, Phenexpect CD,Promethazine, Vasican
• DermatologicalsRegro (hair growth lotion),Dhalgesic, Calamine &Hydrocortisone
• DiureticsHydrochlorothiazide, Frusemide
• Anti-infectives withCorticosteroidsConazole
• LaxativesLiquid Paraffin CompoundEmulsion
• Mouth/Throat PreparationsDequalinium, Pharynx, GlycerinThymol Gargle
• AntidiabeticsGlibenclamide, Metformin,Tolbutamide, Glipizide
• Vitamins & MineralsCalcium Lactate, Energyn-T,Ferrous Fumarate, Folic Acid,Vitamin B Complex, Vitamin BForte, Vorange, Vitamin C
• Rehydration SaltsOral Rehydration Salts,Repalyte
• AntiemeticsDhaperazine, Dimenate,Doridone, Metoclopramide
• AntithyroidsPropylthiouracil
• Gout PreparationsAllopurinol
Addi t iona l In format ion
on Major Products and Services
8 4 Haw Par Corporat ion L imited
• Stargen (Singapore)Diesel Generator Sets
• Minigen (Singapore)Diesel Generator Sets
Consumer Products
• Heatrae Sadia (UK)Instant Water Heaters &Hot Water Dispensers
• Crystal 118 (Malaysia)Instant Water Heaters
Leisure Products
• Optima (Australia)Golf Clubs & Accessories
• PGF (Australia)Golf Clubs & Accessories,IZOD Club Clothing,Fisher Golf Putters
Leisure Facilities
• Family EntertainmentBowling Centres(Malaysia)Golden Bowl MelakaGolden Bowl PuchongGolden Bowl KlangGolden Bowl Seremban
• OceanariumsUnderwater World SingaporeDolphin LagoonUnderwater World Pattaya
Power Generation/GeneralEngineering Products
• Cumford-Turbo (Singapore)Diesel Generator Sets
• Cummins (USA)Diesel Engines & Parts
• Perkins (UK)Diesel Engines & Parts
• Detroit (USA)Diesel Engines & Parts
• Deutz (Germany)Diesel Engines & Parts
• MTU (Germany)Diesel Engines & Parts
• MAN (Germany)Diesel Engines & Parts
• Fleetguard (USA)Filters
• Hospower (Singapore)Automotive & Diesel EngineAdditive
• Volvo Penta (Sweden)Diesel Engines & PartsIndustrial & Marine
• Iveco (Italy)Diesel Engines & Parts
• John Deere (USA)Diesel Engines & Parts
• Marathon (USA)Alternators
• Leroy-Somer (France)Alternators
• Newage Stamford (UK)Alternators
• Mecc Alte (Italy)Alternators
Property
• Haw Par Centre180 Clemenceau AvenueSingapore 239922– commercial buildingsix-storey leasehold
• Haw Par Glass Tower178 Clemenceau AvenueSingapore 239926– commercial buildingeight-storey leasehold
• Haw Par Technocentre401 Commonwealth DriveSingapore 149598– industrial buildingseven-storey leasehold
• Haw Par Tiger Balm Building2 Chia Ping RoadSingapore 619968– industrial buildingnine-storey leasehold
• Scott & English Building2 Sixth Lok Yang RoadSingapore 628100– industrial buildingthree-storey leasehold
• Setron Building10 Dundee RoadSingapore 149455– industrial buildingeight-storey leasehold
• Menara Haw ParLot 242, Jalan Sultan Ismail,50250 Kuala Lumpur, Malaysia– commercial buildingthirty-two storey freehold
• Westlands CentreUnit 1405-1407Westlands Centre,20 Westlands RoadQuarry Bay, Hong Kong– office & industrial units999-year lease
Addi t iona l In format ion
on Major Products and Services
8 5Haw Par Corporat ion L imited
Notice is hereby given that the Thirty-Second Annual General Meeting of the Company will be held atthe 61st Storey, UOB Plaza 1, 80 Raffles Place, Singapore 048624 on 22 May 2001 at 2.00 p.m. toconsider and, if thought fit, pass the following resolutions:
As Ordinary Business
To receive and adopt the Financial Statements and the Reports of the Directors and Auditors for
the financial year ended 31 December 2000.
To declare a Second and Final Dividend of 10% less income tax for the financial year ended 31
December 2000.
To re-appoint the following persons, who are retiring pursuant to Section 153(6) of the Companies Act, Cap. 50,
as Directors of the Company to hold office until the next Annual General Meeting of the Company:
Mr Lim Kee Ming
Mr Wee Cho Yaw
To re-elect the following persons, who are retiring pursuant to Article 98 of the Company’s Articles of Association,
as Directors of the Company:
Mr Hwang Soo Jin
Mr Chng Hwee Hong
To approve Directors’ fees of $160,000 for the financial year ended 31 December 2000 (1999: $100,000).
To re-appoint Messrs Ernst & Young as Auditors of the Company for the ensuing year and authorise
the Directors to fix their remuneration.
As Special Business
"That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to
the Directors 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 Haw Par Corporation
Group Executives’ Share Option Scheme (the “Scheme”), provided that the aggregate number of
shares to be issued pursuant to this resolution shall not exceed 5 per cent of the issued share
capital of the Company from time to time.”
“That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to
the Directors to issue shares in the Company at any time to such persons, upon such terms and
conditions and for such purposes as the Directors may in their absolute discretion deem fit,
provided that the aggregate number of shares to be issued pursuant to this resolution shall not
exceed 10 per cent of the issued share capital of the Company for the time being”.
By Order of the Board
Ong Sian HinCompany Secretary
Singapore, 4 May 2001
Not ice o f Annua l Genera l Meet ing
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
Resolution 10
8 6 Haw Par Corporat ion L imited
Notes to Resolutions 2, 5, 9 and 10
Together with the interim dividend of 5% less income tax paid on 31 August 2000, the total dividend
for the financial year ended 31 December 2000 would be 15% less income tax (1999: 15%).
Mr Hwang Soo Jin will, upon re-election, continue as an independent member and chairman of
the Audit Committee of the Company.
is to empower the Directors to allot and issue shares pursuant to The Haw Par Corporation
Group Executives’ Share Option Scheme (the “Scheme”), which was approved at the Extraordinary
General Meeting of the Company held on 15 August 1990. A copy of the Regulations of the Scheme
is available for inspection by shareholders during normal business hours at the registered office
of the Company at 178 Clemenceau Avenue #08-00, Haw Par Glass Tower, Singapore 239926.
is to empower the Directors to issue shares in the Company (other than on a bonus or rights
issue) up to an amount not exceeding 10 per cent of the issued share capital of the Company for
the time being. Such authority will continue 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 earlier.
Notes
(1) A member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and vote in his/her stead.
A proxy need not be a member of the Company.
(2) To be effective, the Proxy Form must be deposited at the registered office of the Company at 178 Clemenceau Avenue #08-00,
Haw Par Glass Tower, Singapore 239926, not less than 48 hours before the time set for holding the meeting.
Not ice o f Annua l Genera l Meet ing
Resolution 2
Resolution 5
Resolution 9
Resolution 10
8 7Haw Par Corporat ion L imited
HAW PAR CORPORATION LIMITED(Incorporated in the Republic of Singapore)
THIRTY-SECOND ANNUAL GENERAL MEETING(Before completing this form, please read the notes behind.)
I/We,
Name:
Address:
being a Member of the Company, hereby appoint,
Name:
Address:
NRIC/Passport No.:
Proportion of my/our shareholding (%):
Name:
Address:
NRIC/Passport No.:
Proportion of my/our shareholding (%):
as my/our proxy/ proxies to attend and vote for me/us and on my/our behalf at the Thirty-Second Annual General
Meeting of the Company to be held on 22 May 2001 at 2.00 p.m. and at any adjournment thereof.
(Please indicate with a “X” in the spaces provided whether you wish your votes to be cast for or against theResolutions. In the absence of specific directions, your proxy/ proxies will vote or abstain as he/she thinksfit and as he/she will on any other matter arising at the Annual General Meeting.)
For Against
Resolution 1 Adoption of Financial Statements and Reports of the Directorsand Auditors for the financial year ended 31 December 2000
Resolution 2 Declaration of Second and Final Dividend for the financialyear ended 31 December 2000
Resolution 3 Re-appointment – Mr Lim Kee Ming
Resolution 4 Re-appointment – Mr Wee Cho Yaw
Resolution 5 Re-election – Mr Hwang Soo Jin
Resolution 6 Re-election – Mr Chng Hwee Hong
Resolution 7 Approval of Directors’ fees for the financialyear ended 31 December 2000
Resolution 8 Re-appointment of Ernst & Young as Auditors
Resolution 9 Authority to issue shares – Share Option Scheme
Resolution 10 Authority to issue shares – Section 161 of theCompanies Act, Cap. 50
Signature or Common Seal of Member
Date:
Proxy Form
Number of shares held:Scrip-based:Scripless:
Important
1. For investors who have used their CPF monies to buy HawPar Corporation Limited’s shares, the report is forwardedto them at the request of their CPF Approved Nomineesand is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors andshall be ineffective for all intents and purposes if used orpurported to be used by them,
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8 8 Haw Par Corporat ion L imited
Notes
1. Please insert at the top right hand corner of this Proxy Form the number of scrip-based shares in the Company registered in your
name in the Register of Members and the number of scripless shares in the Company entered against your name in the Depository
Register maintained by The Central Depository (Pte) Limited (“CDP”) in respect of shares in your Securities Account with CDP.
If no number is inserted, this Proxy Form shall be deemed to relate to all the shares held by you.
2. A member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and vote in his/her stead. A
proxy need not be a member of the Company.
3. A member is not entitled to appoint more than two proxies to attend and vote on his/her behalf. Where a member appoints two
proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage
of the whole) to be represented by each proxy.
4. To be effective, this Proxy Form must be deposited at the registered office of the Company at 178 Clemenceau Avenue #08-00,
Haw Par Glass Tower, Singapore 239926, not less than 48 hours before the time set for holding the meeting.
5. This Proxy Form must be signed by the appointor or by his/her attorney. In the case of a corporation, this form must be executed under
its common seal or signed by its duly authorised attorney or officer. In the case of joint holders, all holders must sign this form.
6. Any alteration made in this Proxy Form should be initialled by the person who signs it.
7. The Company shall be entitled to reject this Proxy Form if it is incomplete, improperly completed or illegible or where the true
intentions of the appointor is not ascertainable from the instructions of the appointor specified in the form. In the case of members
whose shares are entered against their names in the Depository Register, the Company may reject any proxy form lodged if such
members are not shown to have the corresponding number of shares in the Company against their names in the Depository
Register as at 48 hours before the time set for holding the meeting or the adjourned meeting, as appropriate.
Proxy Form