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Haw Par Corporation LimitedannuaL rePort 2012

CONTENTS

01 Corporate Profile02 Chairman’s Statement06 Board of Directors10 Corporate Information11 Management Listing12 Key & Senior Executives14 Group Financial Highlights16 Five-Year Financial Summary18 Operations Review26 People & The Community30 Financial Review35 Share Price & Trading Volume36 Financial Calendar37 Corporate Governance47 Statutory Reports & Financial Statements113 Group Offices115 Major Products & Services116 Statistics of Shareholdings118 Notice of Annual General Meeting Proxy Form

COrE OpEraTiONS

HEalTHCarEHaw Par Healthcare LimitedTiger Balm (Malaysia) Sdn. Bhd.Xiamen Tiger Medicals Co., LtdHaw Par (India) Private LimitedHaw Par Tiger Balm (Thailand) LimitedHaw Par Tiger Balm (Philippines), Inc.Tiger Medicals (Taiwan) LimitedPT. Haw Par Healthcare

lEiSurEHaw Par Leisure Pte LtdUnderwater World Singapore Pte LtdUnderwater World Pattaya Ltd

prOpErTyHaw Par Properties (Singapore) Private LimitedHaw Par Centre Private LtdSetron LimitedHaw Par Land (Malaysia) Sdn. Bhd.

iNvESTmENTSHaw Par Investment Holdings Private LimitedStraits Maritime Leasing Private LimitedPickwick Securities Private LimitedHaw Par Equities Pte LtdHaw Par Trading Pte LtdM & G Maritime Services Pte LtdHaw Par Capital Pte LtdHaw Par Securities (Private) LimitedHaw Par Hong Kong LimitedHaw Par Brothers International (H.K.) LimitedTiger Balm (Hong Kong) LimitedHaw Par Pharmaceutical Holdings Pte Ltd

aSSOCiaTEd COmpaNiES:Hua Han Bio-Pharmaceutical Holdings Limited (16.4%)UIC Technologies Pte Ltd (40%)

COrpOraTE prOfilE

Haw Par Corporation Limited has been listed on The Singapore Exchange since 1969.

Headquartered in Singapore, the Group’s core healthcare and leisure businesses promote healthy lifestyles through its healthcare products and oceanariums.

Haw Par’s healthcare products are manufactured and marketed under its various established brands - Tiger Balm and Kwan Loong. Tiger Balm, a renowned ointment is used worldwide to invigorate the

body as well as to relief aches and pains. Its product extensions such as Tiger Balm Medicated Plaster, Tiger Balm Joint Rub, Tiger Balm Neck and Shoulder Rub, Tiger Balm Mosquito Repellent Patch and Tiger Balm ACTIVE range cater to the lifestyle needs of a new health-conscious generation. The Group owns and operates two oceanariums, namely Underwater World Singapore at Sentosa and Underwater World Pattaya in Thailand.

The Group also has interests in investment properties and manages its own portfolio of investments in securities.

The Group’s primary corporate strategy is to expand its core healthcare and leisure businesses through product extensions under its own established brands, form strategic alliances with partners in various key markets and explore acquisition of compatible businesses. It also aims to manage efficiently its portfolio of investments in properties and securities to achieve a reasonable return.

focus.resilience.sustainability.

Haw par Corporation limited — annual report 2012 1

CHairmaN’S STaTEmENT

In 2012, the world was confronted with subdued growth and weak demand mainly from western economies. In Asia, a low interest rate environment coupled with an abundance of liquidity fuelled asset prices. As a result, earnings for the financial year ended 31 December 2012 increased 50% to $120.0m, mainly from higher fair value gains on investment properties. Group revenue increased 5% to $139.3m, contributed mainly by higher sales of Tiger Balm products. The 2012 performance also benefited from exceptional gains by associated companies.

Healthcare Division ended the year with higher sales of $92.0m (2011: $81.4m), supported by growth in certain key Asian markets. Profits improved to $17.2m (2011: $15.6m). Excluding the impairment

charge on Chengdu Oceanarium in the previous year, Leisure Division improved its profit by 11% to $11.9m (2011: $10.7m). Property Division enjoyed stable occupancy rates with profit of $12.9m (2011: $13.1m). HiGHliGHTS Of OpEraTiONS

Healthcare Division improved its packaging worldwide. It also focused its product offerings to consumers with different needs, such as the young and active individuals. Targeted marketing efforts included online campaigns to boost sales in key markets, riding on the strong Tiger Balm brand. New product launches including variants of Tiger Balm plaster, Tiger Balm Mosquito Repellant patches and Tiger Balm Neck and Shoulder Rub were well received by consumers.

Cost pressures remained acute, particularly from the raising of minimum wage rates in various parts of Asia as well as the increase in raw material prices. More countries imposed stricter regulatory compliance on our products, resulting in higher compliance costs in addition to longer timeframe for approvals.

Leisure Division saw heightened competition as new tourist attractions came on stream both in Singapore and Thailand. A tight labour market in Singapore, compounded by increasing demand for frontline and specialized personnel put further pressures on margins. Underwater World Singapore received fewer visitors as a result of stiffer competition. Underwater World Pattaya, however, enjoyed healthy growth with the launch

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of a new jellyfish exhibit during the year.

Hua Han Bio-Pharmaceutical Holdings Limited (“Hua Han”), the Group’s Hong Kong-listed associate, continued to perform well. Its sales increased by more than 10% for their financial year ended 30 June 2012. There were also exceptional gains during the year from the disposal of Hua Han’s associated company.

dividENd

The Board recommends a second and final tax exempt (one-tier) dividend of 14 cents per share. Together with the interim dividend of 6 cents paid last September, the total dividend per share for financial year ended 31 December 2012 is 20 cents per share, the same as that in 2011. A bonus issue is proposed on the basis of one Bonus Share for every ten existing ordinary shares held.

2013 BuSiNESS OuTlOOk aNd STraTEGy

In view of the current state of the global economy, the Group anticipates challenging times. Cost pressures and competitive forces would continue to affect bottom lines. The Healthcare Division is well-positioned to ride on growth in key Asian markets, where consumers have increasing purchasing power. A new and larger plant in Xiamen China will increase capacity and improve efficiency. The Leisure Division will review expansion plans at Underwater World Pattaya to attract more local and foreign visitors. Underwater World Singapore, which has provided many years of good returns, will face greater pressures with the opening of newer attractions in Singapore and the region.

The Group will continue to pro-actively seek new investments.

aCkNOWlEdGEmENT

On behalf of the Board, I would also like to thank management and staff for their hard work and dedication, and our shareholders and business associates for their continuing support.

Mr Reggie Thein has decided not to seek re-appointment at the coming Annual General Meeting. The Board would like to thank him for his past contributions to the Group.

I would also like to express my deepest gratitude to my fellow Board members for their wise counsel and guidance in the past year.

Wee Cho Yaw | CHAIRMAN


BOard Of dirECTOrS

WEE CHO yaWNON-EXECUTIVE CHAIRMAN

Dr Wee Cho Yaw, aged 84, is a career banker with more than 50 years’ experience. He has been Chairman of the Company and of the Haw Par Group (“Group”) since 1978. He was appointed to the Board on 31 October 1975 and was last re-appointed on 25 April 2012. He is the Chairman of the Investment Committee and a member of the Remuneration and Nominating Committees.

Dr Wee is Chairman of the United Overseas Bank Limited, Far Eastern Bank Ltd, United Overseas Insurance Limited, United International Securities Limited, UOL Group Limited, Pan Pacific Hotels Group Limited, United Industrial Corporation Limited, Singapore Land Limited and Marina Centre Holdings Private Limited. He is also Chairman of Wee Foundation.

He is Honorary President of the Singapore Federation of Chinese Clan Associations, Singapore Hokk ien Huay Kuan and Singapore Chinese Chamber of Commerce & Industry. Dr Wee is also Pro-Chancellor of Nanyang Technological University.

He received Chinese high school education and was conferred Honorary Doctor of Letters by National University of Singapore in 2008.

Dr Wee was conferred the Businessman Of The Year award twice at the Singapore Business Awards in 2001 and 1990. In 2006, he received the inaugural Credit Suisse-Ernst & Young Lifetime Achievement Award for his outstanding achievements in the Singapore business community. In 2009, he was conferred the Lifetime Achievement Award by The Asian Banker. In 2011 Dr Wee was conferred the highest National Day award, the Distinguished Service Order for his contributions to the community and to education.

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WEE EE limPRESIDENT & CEO

Mr Wee Ee Lim, aged 51, joined the Group in 1986 and became President & CEO of Haw Par Corporation Limited in 2003. He was appointed to the Board on 23 March 1994 and was last re-elected on 20 April 2011. Mr Wee is a member of the Investment Committee. He has been closely involved in the management and growth of the Group over the last 26 years.

He is a Director of Singapore Land Limited, United Industrial Corporation Limited, UOL Group Limited, Pan Pacific Hotels Group Limited, Hua Han Bio-Pharmaceutical Holdings Limited (a company listed on the Hong Kong Stock Exchange) and Wee Foundation.

He holds a Bachelor of Arts (Economics) degree from Clark University, USA.

SaT pal kHaTTarINDEPENDENT DIRECTOR

Mr Sat Pal Khattar, aged 70, was a founding partner and later consultant in Messrs KhattarWong with over 40 years’ experience in the legal profession. He was appointed to the Board on 1 January 1977 and was last re-elected on 20 April 2011. He is Chairman of the Remuneration and Nominating Committees.

He is the Chairman and Director of Khattar Holdings Pte Ltd Group of Companies which is principally engaged in investments. He is also a Director of the Institute of South Asian Studies.

He was Chairman of Guocoland Limited and Director of Guoco Group Limited and GuocoLeisure Limited till late 2012.

He was also Chairman of the Board of Trustees of the Singapore Business Federation till April 2012 and Member of Presidential Council for Minority Rights till July 2012 after completing various terms.

He holds a LLM degree and LLB (Hons) degree from the University of Singapore.

He was presented the SICCI-DBS Singapore-India Business Award in 2009 and was bestowed the Padma Shri award by the President of India in 2011.

rEGGiE THEiNINDEPENDENT DIRECTOR

Mr Reggie Thein, aged 72, is an accountant with over 40 years’ experience in the profession. He was appointed to the Board on 8 July 2003 and was last re-appointed on 25 April 2012. He is the Chairman of the Audit Committee.

He is a Director of United Overseas Bank Limited, GuocoLand Limited, GuocoLeisure Limited, FJ Benjamin Holdings Limited, MobileOne Limited, and Otto Marine Limited.

He was a former director of Grand Banks Yachts Limited till 2009, MFS Technology Ltd till 2011 and Keppel Telecommunications and Transportation Limited till April 2012.

He is also a member of the governing council of the Singapore Institute of Directors.

He is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Institute of Certified Public Accountants of Singapore.

Mr Thein has decided not to offer himself for re-appointment at this year’s annual general meeting.


lEE SuaN yEW INDEPENDENT DIRECTOR

Dr Lee Suan Yew, aged 79, is a medical practitioner with over 50 years’ experience. He was appointed to the Board on 18 December 1995 and was last re-appointed on 25 April 2012. He is a member of the Audit and Nominating Committees.

Dr Lee is an independent Director of K1 Ventures Limited. After serving six years as a Trustee of the Board of SingHealth Foundation, he stood down in 2010.

He was appointed Justice of the Peace in 1998. Dr Lee was President of the Singapore Medical Council for 4 years (2000 – 2004) and was also Chairman of the Singapore National Medical Ethics Committee (2007 and 2008). For his numerous public services, he was awarded the Public Service Star in 1991 and Public Service Star (Bar) in 2002.

He holds a M.B.B. Chir. degree from the University of Cambridge and MRCP and FRCP from the Royal College of Physicians, Glasgow.

WEE EE-CHaONON-EXECUTIVE DIRECTOR

Mr Wee Ee-chao, aged 58, is a non-executive and non-independent director. He was appointed to the Board on 8 July 2003 and was last re-elected on 25 April 2012.

Mr Wee is the Chairman and Managing Director of UOB-Kay Hian Holdings Limited. He is a Director of UOL Group Limited, Pan Pacific Hotels Group Limited and Wee Foundation. He also manages Kheng Leong Company (Private) Limited which is involved in real estate development and investments.

He holds a Bachelor of Business Administration degree from The American University, Washington DC, USA.

BOard Of dirECTOrS

HWaNG SOO JiNINDEPENDENT DIRECTOR

Mr Hwang Soo Jin, aged 77, is a chartered insurer with more than 50 years of business experience. He was appointed to the Board on 28 October 1986 and was last re-appointed on 25 April 2012. He is a member of the Audit and Remuneration Committees.

Mr Hwang is the Chairman Emeritus, Director and Senior Advisor of Singapore Reinsurance Corporation Ltd and a Director of Singapore Land Limited, United Industrial Corporation Limited and United Overseas Insurance Limited.

He stepped down as a Director of the Hokkien Foundation in 2010. He was previously the Chairman of Singapore Reinsurance Corporation Ltd up till 2008.

He is a chartered insurer of the Chartered Insurance Institute, UK, an advisor to the ASEAN Insurance Council, an Honorary Fellow of The Singapore Insurance Institute and a Justice of the Peace.

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HaN aH kuaNEXECUTIVE DIRECTOR

Mr Han Ah Kuan, aged 64, joined the Group in 1991 as the General Manager of Haw Par Healthcare Limited (“HPH”) and was appointed as a director of HPH in 1995. He was appointed to the Board on 28 January 2005 and was re-elected on 20 April 2010. He is a member of the Investment Committee.

He holds a Bachelor of Business Administration (Hons) degree from the University of Singapore.

dr CHEW kia NGEEINDEPENDENT DIRECTOR

Dr Chew Kia Ngee, aged 67, is a chartered accountant with about 40 years’ experience in the public accounting profession. He was appointed to the Board on 11 May 2011 and was re-elected on 25 April 2012. He is a member of the Audit Committee.

Dr Chew is the Chairman and Independent Director of Ausgroup Ltd. He is also a Director of Dimension Data Asia Pacific Pte Ltd and the Singapore Eye Foundation. On 1 January 2013, he was appointed as a member of the Audit Committee of Kong Meng San Phor Kark See Monastery.

He holds a Bachelor of Economics (Honours) degree from the University of Malaya, a Master of Commerce from the University of Melbourne and a PhD in Business and Management from the University of South Australia.

He is a Fellow of the Institute of Chartered Accountants in Australia and the Institute of Certified Public Accountants of Singapore.

pETEr Sim SWEE yamINDEPENDENT DIRECTOR

Mr Peter Sim, aged 57, is a practising lawyer and Director of Sim Law Practice LLC and has more than 30 years of legal practice. He was appointed to the Board on 11 May 2011 and was re-elected on 25 April 2012.

Mr Sim is currently an Independent Director of Lum Chang Holdings Ltd, Marco Polo Marine Ltd, Mun Siong Engineering Ltd and Latitude Tree International Group Ltd. He also sits on the Board of Young Men’s Christian Association (YMCA) of Singapore and the Singapore Heart Foundation.

He was a Director of British and Malayan Trustees Limited till January 2013.

He holds a degree in law from the then University of Singapore (now known as the National University of Singapore).

He was awarded the Pingkat Bakti Masyarakat in 2000 and Bintang Bakti Masyarakat in 2008.


COrpOraTE iNfOrmaTiON

dirECTOrS

Wee Cho yawChairman (Non-Executive)

Wee Ee limPresident & Chief Executive Officer

Sat pal khattarIndependent Director

reggie TheinIndependent Director

Hwang Soo JinIndependent Director

lee Suan yewIndependent Director

Wee Ee-chaoNon Executive Director

Chew kia NgeeIndependent Director

peter Sim Swee yamIndependent Director

Han ah kuanExecutive Director

audiT COmmiTTEE

reggie Thein Chairman

Hwang Soo Jinlee Suan yewChew kia Ngee (appointed wef 25 April 2012)

iNvESTmENT COmmiTTEE

Wee Cho yawChairman

Wee Ee limHan ah kuan

NOmiNaTiNG COmmiTTEE

Sat pal khattarChairman

Wee Cho yawlee Suan yew

rEmuNEraTiON COmmiTTEE

Sat pal khattarChairman

Wee Cho yawHwang Soo Jin

COmpaNy SECrETary

Zann lim Seok Bin

audiTOrS

pricewaterhouseCoopers llpyeoh Oon Jin (From 2009)

Audit Partner-in-charge

BaNkErS

united Overseas Bank limited

The Hong kong & Shanghai Banking Corporation limited

rEGiSTrar

Boardroom Corporate & advisory Services pte ltd50 Raffles Place #32-01Singapore Land TowerSingapore 048623Tel : 6536 5355Fax : 6536 1360

rEGiSTErEd OffiCE

401 Commonwealth Drive #03-03 Haw Par TechnocentreSingapore 149598Tel : 6337 9102Fax : 6336 9232Website : www.hawpar.comReg. No.: 196900437M

iNvESTOr rElaTiONS

Email : [email protected]

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maNaGEmENT liSTiNG

COrpOraTE OffiCE

Wee Ee limPresident & Chief Executive Officer

Han ah kuanExecutive Director

Tarn Sien HaoGroup General Manager

Zann limChief Financial Officer & Group Company Secretary

Shiu Siew lengGroup Internal Audit Manager

Betty khooGroup Finance Manager

George GiangGroup Human Resource Manager

lee Tang lingCorporate Communications Manager

delphine looLegal Counsel

Tan Quee kimCorporate Secretarial Manager

paul Chow Say SuanHead, Asset Management

HEalTHCarE

Han ah kuanDirector & General Manager, Haw Par Healthcare Limited

Goh Bee leongDirector & General Manager (Manufacturing),Haw Par Healthcare Limited

Jasmin HongDeputy General Manager(Marketing), Haw Par Healthcare Limited

ling Chiew EngQuality and Regulatory Compliance Manager,Haw Par Healthcare Limited

Tai voon SanDirector & Plant Manager,Tiger Balm (Malaysia) Sdn. Bhd.

lEiSurE

Tarn Sien Hao Director, Haw Par Leisure Pte Ltd

kwek meng TiamRegional General Manager,Underwater World SingaporePte Ltd / Haw Par Leisure Pte Ltd

peter ChewGeneral Manager,Underwater World Singapore Pte Ltd

anthony ChangCurator,Underwater World Singapore Pte Ltd

desmond TungFinance Manager,Underwater World Singapore Pte Ltd

kelvin WhangGeneral Manager,Underwater World Pattaya Ltd

prOpErTy

Tarn Sien HaoDirector, Haw Par Properties (Singapore) Private Limited

derrick lowProperty Manager,Haw Par Land (Malaysia)Sdn. Bhd.

keeth ChuaDeputy General Manager(Marketing), Haw Par Healthcare Limited

kow mui lickSenior Manager (Quality and Regulatory Affairs),Haw Par Healthcare Limited

Ng Wah TongDeputy General Manager (Manufacturing), Haw Par Healthcare Limited

Song Teng SooGroup Finance Manager,Haw Par Healthcare Limited

Tey Chee TiongRegional Manager,Haw Par Healthcare Limited

fion pangRegional Manager,Haw Par Healthcare Limited

Choong Jun EeRegional Manager,Haw Par Healthcare Limited

felicia lowMarketing Manager,Haw Par Healthcare Limited

yap yee SahBrand Manager, Haw Par Healthcare Limited

aninthaya SoonsathamCountry Manager(Thailand & Indochina),Haw Par Tiger Balm (Thailand) Limited

Jenny lamCountry Manager (Hong Kong & Macau),Haw Par Hong Kong Limited

Ben SongCountry Manager (China),Xiamen Tiger Medicals Co. Ltd


kEy & SENiOr ExECuTivES

Tarn Sien HaoGroup General ManagerHaw Par Corporation Limited

Joined the Group in 2001 as Deputy General Manager (Corporate Development) and was promoted to the position of General Manager (Corporate Development) in 2005 and General Manager (Corporate Development and Property Division) in 2010. Appointed to the present position in 2012.

Holds a Master of Business Administration from the University of Dubuque.

Zann limChief Financial Officer & Group Company Secretary, Haw Par Corporation Limited

Joined the Group in 2006 as Group Finance Manager and promoted to Group Financial Controller & Group Company Secretary in 2008. Promoted to present position in 2013.

Holds a Master of Business Administration from INSEAD and Tsinghua University. A member of the Institute of Certified Public Accountants of Singapore.

Shiu Siew lengGroup Internal Audit ManagerHaw Par Corporation Limited

Joined the Group in 1991 as Internal Auditor and promoted to Assistant Internal Audit Manager in 2003 and Internal Audit Manager in 2008. Promoted to the present position in 2012.

Holds a Bachelor’s Degree in Accountancy from the National University of Singapore. A member of the Institute of Certified Public Accountants of Singapore.

Goh Bee leongDirector & General Manager (Manufacturing),Haw Par Healthcare Limited

Joined Haw Par Healthcare in 1977 as Quality Control Pharmacist. Promoted to present position in 2006.

Holds a Bachelor of Science (Pharmacy) from the University of Singapore.

kow mui lickSenior Manager (Quality & Regulatory Affairs),Haw Par Healthcare Limited

Joined Haw Par Healthcare in 1991 as QC / Laboratory Manager and promoted to Senior Manager (QC & QA) in 2007. Appointed to present position in 2011.

Holds a Bachelor of Science (Chemistry) from the University of Singapore.

Ng Wah TongDeputy General Manager (Manufacturing),Haw Par Healthcare Limited

Joined Haw Par Healthcare in 2009 as Production Manager, promoted to Manufacturing Manager in 2012. Promoted to present position in 2013.

Holds a Bachelor of Science (Pharmacy) from the National University of Singapore.

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Jasmin HongDeputy General Manager (Marketing),Haw Par Healthcare Limited

Joined Haw Par Healthcare in 2004 as Deputy General Manager (Marketing).

Holds a Bachelor of Commerce degree from the University of Melbourne.

keeth ChuaDeputy General Manager (Marketing),Haw Par Healthcare Limited

Joined Haw Par Healthcare in 2011 as Deputy General Manager (Marketing).

Holds a Bachelor of Business in Business Administration from the Royal Melbourne Institute of Technology.

kwek meng TiamRegional General Manager,Underwater World Singapore Pte Ltd /Haw Par Leisure Pte Ltd

Joined Underwater World Singapore in 1991 as Maintenance Superintendent. Promoted to Operations Director in 2002 and General Manager of Underwater World Singapore Pte Ltd in 2005. Promoted to current position in 2010.

Holds a Bachelor of Arts in Business Studies, The Open University, UK.

peter ChewGeneral Manager, Underwater World Singapore Pte Ltd

Joined Underwater World Singapore in 1994 as Front Office Executive. Seconded to PGF Golf Driving Range in 1998 as Range Manager. Returned to Underwater World Singapore as a Senior Marketing Executive in 2000. Promoted to Assistant Director (Sales & Marketing) in 2007 and to Deputy General Manager in 2010. Promoted to current position in 2012

Holds a General Certificate of Education – Ordinary Level.

anthony ChangCurator,Underwater World Singapore Pte Ltd

Joined Underwater World Singapore and appointed to his current position as Curator in 2009.

Holds a Master of Science Degree from Capella University.

kelvin WhangGeneral Manager,Underwater World Pattaya Ltd

Joined Underwater World Pattaya in 2008 as Marketing Manager. Promoted to his present position in late 2011.

Attended college education at Dominion College, Ontario.


GrOup fiNaNCial HiGHliGHTS

Turnover (%)

Healthcare — 66.0Leisure — 21.7

Property — 12.3

2012

2011

Profit Contribution (%)

2012

2011

Assets Employed (%)

2012

2011


Property — 11.8Investment — 61.8

Healthcare — 15.1Leisure — 10.3*Property — 12.6

Investment — 62.0






Property — 12.6

* Exclude the impairment of Chengdu Oceanarium

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2012 2011* % increase/$’000 $’000 (decrease)

results ($’000)Group turnover:1Q 32,407 33,268 (2.6)2Q 36,507 31,652 15.33Q 36,748 34,429 6.74Q 33,687 33,326 1.1

139,349 132,675 5.0

profit before taxation:1Q 8,733 7,979 9.42Q 59,715 52,969 12.73Q 22,695 9,046 150.94Q 36,183 16,381 120.9

127,326 86,375 47.4

Earnings for the year:1Q 7,292 6,564 11.12Q 57,643 51,650 11.63Q 20,489 7,461 174.64Q 34,541 14,133 144.4

119,965 79,808 50.3

Statement of financial position ($’000)Shareholders’ funds 2,253,217 1,788,970 26.0Borrowings 23,028 12,407 85.6Debt/Equity (%) 1.0 0.7 42.9

per shareEarnings (cents) 60.6 40.3 50.4Dividend net (cents) 20.0 20.0 –Dividend cover (times) 3.0 2.0 50.0Net tangible assets per share ($) 11.31 8.98 25.9

EmployeesNumber of employees (Full time and permanent) 414 408 1.5Group turnover per employee ($’000) 337 325 3.7Pre-tax profit# per employee ($’000) 251 212 18.4

* Comparatives have been restated due to the retrospective adoption of Singapore Financial Reporting Standards 12 “Income Taxes”. The details are set out in pages 62 and 63 of the Annual Report.

# Exclude the fair value changes on investment properties


2012 2011* 2010* 2009* 2008*

results ($’000)Group turnover 139,349 132,675 129,761 123,991 122,109 Profit from operations 84,526 77,816 84,806 83,485 90,438 - Healthcare 17,155 15,643 16,157 15,508 14,587 - Leisure 11,881 (1,893) 12,585 13,526 16,154 - Property 12,925 13,138 12,336 13,911 14,692 - Investment 48,587 55,691 48,993 45,323 50,764 - Unallocated expenses (6,022) (4,763) (5,265) (4,783) (5,759)Associates’ contribution 19,308 8,656 23,521 7,590 6,616 Fair values gains/(losses) on

investment properties 23,492 (97) 15,436 (32,866) (15,640)Profit before taxation 127,326 86,375 123,763 58,209 81,414 Profit attributable to equity holders

of the Company 119,965 79,808 115,099 50,625 75,271

per shareEarnings (cents) 60.6 40.3 58.2 25.6 38.1Dividend net (cents) 20.0 20.0 20.0 20.0 20.0 Dividend cover (times) 3.0 2.0 2.9 1.3 1.9

Statement of financial position ($’000)Shareholders’ funds 2,253,217 1,788,970 1,951,892 1,910,249 1,333,941 Non-controlling interests – – 7,756 7,147 7,017

2,253,217 1,788,970 1,959,648 1,917,396 1,340,958

Property, plant and equipment 37,947 37,865 43,848 45,367 35,341 Investment properties 211,545 187,039 181,642 164,878 197,826 Associated companies 114,484 100,468 91,702 72,837 59,359 Available-for-sale financial assets 1,446,017 1,117,520 1,239,779 1,217,708 758,226 Intangible assets & other

long term assets 11,718 11,717 11,944 11,982 12,088 Net current assets 480,795 369,590 435,098 452,320 306,348 Long term liabilities (49,289) (35,229) (44,365) (47,696) (28,230)

2,253,217 1,788,970 1,959,648 1,917,396 1,340,958 StatisticsReturn on equity (%) 5.3 4.5 5.9 2.6 5.6 Net tangible assets per share ($) 11.31 8.98 9.81 9.62 6.70 Debt/Equity (%) 1.0 0.7 – – – Number of shareholders 20,821 21,216 21,454 21,903 21,955

EmployeesNumber of employees (Full time and permanent) 414 408 471 473 422 Group turnover per employee ($’000) 337 325 276 262 289 Pre-tax profit# per employee ($’000) 251 212 230 193 230

fivE-yEar fiNaNCial Summary

* Comparatives have been restated due to the retrospective adoption of Singapore Financial Reporting Standards 12 “Income Taxes”. The details are set out in pages 62 and 63 of the Annual Report.

# Exclude the fair value changes on investment properties

16

15.00

Net Tangible assets (“NTa”) per share

NTa per share

Earnings and Net dividend per share

Earnings per share Net dividend per share

80.0

90.0

60.0

50.0

70.0

40.0

20.0

10.0

30.0

0

20102004 20072003 2005 20082006 2009 20122011

0

10.00

5.00

$

20102004 20072003 2005 20082006 2009 20122011

cents


OpEraTiONS rEviEW

healthcare.leisure.property & investments.people & the community.

Our performance for 2012 showed a healthy improvement over the previous year despite facing many challenges in some of the key markets we compete in. The political and economic crisis in many of the countries in the Middle East continued to hamper our business while the weakening of the US dollar and the Rupee against the Singapore dollar also adversely affected our sales. Additionally, the cost of raw materials and production, and other operating costs continued to rise with the price of fuel. In mitigating the escalating cost, price adjustments for our products were implemented in several countries during the year.

We managed to achieve good progress towards building our business in selected emerging

markets. New distributors were appointed in a number of new markets. Capitalising on the potential of the newly opened Myanmar market, we launched the Tiger Balm Ointment, Tiger Balm Plasters and the Tiger Balm Liniment in Myanmar. Brand awareness for Tiger Balm was high and the official launch event in September was well received, attended by over 600 retailers, chemists and invited media.

Leveraging on our success with the Tiger Balm Neck & Shoulder Rub and Boost in Singapore, we expanded this range to Germany and Malaysia. We also introduced the Tiger Balm Back Pain Patch in Hong Kong. These line extensions serve to widen the spectrum of appeal of Tiger Balm to the consumers.

The official launch of Tiger Balm in Myanmar in September 2012.

Increasing importance of social media in the marketing mix.

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We continued to invest in effective advertising and promotion campaigns in all our markets to protect and grow our market share. In addition to these traditional marketing tools, social media, an increasingly powerful marketing platform, was incorporated into a number of our marketing campaigns, when targeting a media savvy audience, to further strengthen our engagement with consumers. In Malaysia, for instance, many bloggers with strong following of professionals and executives online participated in the promotion of the Tiger Balm Neck & Shoulder Rub Boost during the launch.

Another instance of our success with the social media is our Germany’s Tiger Balm Team - Run to New York and Run to Hawaii social media campaigns. The facebook voting contest to select 3 runners in Germany to represent Tiger Balm at the 2012 Honolulu Marathon in

Hawaii attracted more than 1,000 creative entries from contestants, generating an online buzz with over 11 million views.

Our key success factor for Tiger Balm’s growth strategy is gaining consumer trials for our product. Hence, in the United States, Tiger Balm partnered with The Avon Walk for Breast Cancer — a national series of 39-mile weekend fundraising events in which participants walk 26 miles on day 1, and then 13 miles on day 2. At the Avon Walk events in San Francisco, Chicago, and New York, Tiger Balm samples were distributed at the end of the long walks by massage therapists, chiropractors, podiatrists, and other medical professional to walk participants who were in need of pain relief. In Singapore, Tiger Balm was a sponsor for the Yellow Ribbon Run, Adidas — King of the Road, Great Eastern Women’s Run and the Standard Chartered Marathon

where Tiger Balm samples were given out in goodie bags to over 100,000 runners.

It is envisaged that 2013 will still present us with some of the challenges that we faced in 2012. Financial risks and liquidity will be the key concern in some markets for our distributors and their retailers. We will have to manage these risks carefully. We will, of course, continue to introduce the whole range of products into our existing markets once their registrations are completed. Our going-forward strategy to improve our business is to venture outside of our topical analgesic segment into other segments where Tiger Balm has credence. One area we are working on is towards developing products that deliver wellbeing benefits and launch them under the Tiger Balm brand name or its sub-brand Tiger Balm ACTIVE.

Distributors from 37 countries participated in the biennial Tiger Balm International Marketing Conference held in Suzhou, China, in April 2012.

Left: A potential customer experiencing the Tiger Balm back massage at the Vitality Show in the United Kingdom.

Right: The advertisement of Tiger Balm Neck & Shoulder Rub in Germany.

Tiger Balm was a sponsor of Adidas — King of the Road, a popular race event with a running route that highlights icons in Singapore’s city area.


TiGEr Balm WOrldWidE diSTriBuTiON

amEriCa

BahamasBrazilCanadaJamaicaMexicoSurinameTrinidad & TobagouSa

AndorraAustriaBelgiumBosniaCroatiaDenmarkFinlandFrance

GermanyGibraltarGreeceHercegovinaHollandHungaryIrelandLatvia

LiechtensteinLithuaniaLuxembourgMacedoniaMaltaNorwayPortugalSerbia

SloveniaSpainSwedenSwitzerlandUnited Kingdom

EurOpE

20

middlE EaST

BahrainIranIsraelKuwaitOmanQatarSaudi ArabiaUAEYemen

auSTralaSia

AustraliaNew CaledoniaNew ZealandPapua New Guinea

afriCa

KenyaMalawiMauritiusSeychelles

BruneiCambodiaChinaHong KongindiaindonesiaJapanLaosMacaumalaysiaMyanmarNepal

PakistanPhilippinesSingaporeSouth KoreaSri LankaTaiwanThailandVietnam

aSia

Manufacturing Facilities


OpEraTiONS rEviEW


uNdErWaTEr WOrld SiNGapOrE

Underwater World Singapore (UWS) continued to face enormous challenges on different fronts in 2012. A sluggish global economy had its effects on the overall tourism performance in Singapore. The strong Singapore dollar coupled with high hotel rates adversely affected traditional tourist markets that UWS serves. Sentosa, where UWS is situated, was under pressure from new and strengthening tourism clusters in Singapore and Malaysia. An aquarium newly opened at the integrated resort in Sentosa since late November also presented direct competition to UWS.

Despite these turbulent market conditions, the negative impact on UWS’ bottom-line was less severe

than expected as it planned ahead and took swift action to manage the competition, increase productivity and reduce operating cost. UWS also continued to experience growth in visitor numbers from certain key markets.

To counter the competition from new and existing key attractions, UWS expanded its sales channels through close collaborations with trade partners to reach potential visitors, while, at the same time, sustained mindshare through investment in advertising spend and increased public relations activities.

During the Chinese New Year in 2012, UWS transformed its iconic

Underwater World Singapore celebrated the Year of the Water Dragon with Singapore’s First Underwater Dragon Dance.

Resilience is the name of the game while we set our sight on building a basket of leisure offerings in the region.

22

Underwater Tunnel into an 83-metre ‘Water Dragon’ to celebrate the Year of the Water Dragon, a once-in-60-year occurrence based on the lunar calendar. While in the tunnel, visitors were treated to Singapore’s first underwater dragon dance performance by UWS divers using a customised waterproof dragon. The event captured media attention and made headlines in mainstream newspapers.

The unique pink dolphin, famous for its ‘bubbly pink’ coat, and the opportunities for swims and interactions at the Dolphin Lagoon, remained an important differentiator for UWS. In March 2012, the pink dolphins were featured in a popular Chinese reality TV programme on Singapore’s MediaCorp Channel 8.

In May 2012, UWS launched a new display — the Zebra Horn Shark for the mid-year school holidays. A new addition to the shark family at UWS, this fascinating species of shark has beautiful body bands across their body that share similarity with Zebra’s stripes. In conjunction with the new exhibit, UWS introduced a host of new activities such as marine storytelling with eco-crafts lessons using recycled materials and roving magic acts, offering family fun for visitors of all ages.

Upholding the tradition of bringing Christmas joy to the guests, the Divers at the UWS Curatorial Department all suited up as Santas and Santarinas, fed the sharks and rays daily at the Tunnel during the Christmas season. The annual festive show continued to amaze adults and children alike while attracting media interest.

UWS’ continued strive to bring the most unique experiences to its guests bore fruit when its Living in the Ocean Sleepover programme was selected in October 2012 as one of the 3 finalists for the 2012 Singapore’s Best Enrichment Experience Award. Organised by the Singapore Tourism Board, the Singapore Experience Award is Singapore Tourism’s highest accolade, recognising Singapore’s most outstanding experiences.

Competition is expected to stay fierce in 2013 with existing and new players vying for a share of the tourism pie. In the demanding year ahead, UWS will intensify sales and marketing efforts to engage trade intermediaries in a bid to gain mindshare and maintain market share in group travel, as well as to expand market reach through developing new sales channels.

One of Singapore’s Top 3 enrichment experiences, the Living in the Ocean Sleepover programme at Underwater World Singapore is an underwater night adventure popular with local and overseas school groups.

Toddlers from Cherie Hearts and students from Fernvale Primary School learning about the Zebra Horn Shark, the new addition to the shark family at Underwater World Singapore.

The Pink Dolphin with its Trainer at the Dolphin Lagoon.


Launch of the ‘Jellyfish World’ at Underwater World Pattaya was attended by VIPs from the Chonburi Province of Thailand and garnered media attention.

First of its kind in Thailand, the state-of-the-art jellyfish display at Underwater World Pattaya incorporates a lights-and-sounds show.

In 2012, Underwater World Pattaya (UWP) focused on strengthening the local visitorship and increasing the market share for foreign tourists on group tours from emerging markets.

Concerted efforts and resources deployed to develop new exhibits together with intensive participation in local trade shows and visits to schools resulted in a significant increase in local and school visitorship. With continued participation in overseas trade fairs and trade visits to emerging markets, UWP also saw a significant rise in the visitor numbers from these regions.

In collaboration with the Tourism Authority of Thailand, UWP participated in several national and international roadshows to increase awareness and to promote ticket sales. Roadshows such as the local “Amazing Thailand Grand Sale Fair” in July 2012 and the overseas “Amazing Thailand Products Presentation 2012” in Vietnam proved to be effective platforms from which UWP was able to reach out to local and overseas visitors respectively.

Leveraging publicity to raise its profile and reach, UWP continued working with media producers to feature the oceanarium. This year, UWP was featured in a travel programme broadcast on True Vision, the most popular cable network television in Thailand.

As part of the product renewal to enhance visitors’ experience and to boost attendance, UWP launched three new exhibit zones: The Jellyfish World, a state-of-the-art jellyfish display incorporating a lights-and-sounds show, a new trail of the Oceanic Cave featuring unique marine animals, and a new contemporary gift shop, known as the Crystal Palace, offering unique glittery costume jewelleries in between the goldfish exhibits. The addition of new exhibits, in particular the Jellyfish World — the first of its kind in Thailand — renewed the interest of the locals in UWP and resulted in more visitations.

The improvements of existing tourist attractions and the opening of new attractions in Pattaya, as well as the direct competition from other aquariums will continue

to be a threat to UWP. However, with regular plans to offer new innovative products and services, the risks may be mitigated.

To stay ahead of the competition, UWP will continue to invest in product renewal to improve visitors’ experience. Marketing will continue to be the main focus area next year as UWP strives to maintain, if not increase, its market share in the competitive tourism industry.

Given the prime location of UWP and the increasing popularity of Pattaya City as one of the major tourist destinations, the prospect of UWP is deemed to be optimistic.

uNdErWaTEr WOrld paTTaya

24

healthcare.leisure.property & investments.people & the community.The Group’s investment property portfolio comprises 45,816 square metres of commercial and industrial space in Singapore, malaysia and Hong kong.

SiNGapOrE

Haw Par Centre and Haw Par Glass Tower are two office buildings conveniently located in Clemenceau Avenue with a total lettable area of 13,567 square metres. Haw Par Technocentre is a light industrial building located in Commonwealth Drive with a total lettable area of 15,700 square metres. The properties in Singapore achieved nearly 100% occupancy.

malaySia

Menara Haw Par, a freehold commercial building located in Kuala Lumpur’s Golden Triangle along Jalan Sultan Ismail, has a net lettable area of 16,074 square metres. Amid the persistent over-supply

of office space in Kuala Lumpur, the building’s occupancy averaged at 82% during the year. With the addition of a 1,294 square-metre plot of land adjacent to Menara Haw Par which will create an improved frontage to the property in 2013, the building is envisaged to appeal to more prospective tenants.

HONG kONG

Three office/industrial units at Westlands Centre, Quarry Bay, which provide a lettable area of 475 square metres, were fully leased.

Our properties performed at a level similar to the previous year and the overall commitment levels for our properties in 2013 are healthy.

The property segments in which we operate continue to face over-supply amid general economic uncertainty that still looms large. Nevertheless, any potential adverse impact on the performance of our properties will in some way be mitigated by their good locations and management’s resilience against tenancy fluctuations.

The key investments in the Group include:

investment portfolio profile No. of Shares fair value

Gross investment income

2012 2011 2012 2011 2012 2011$’000 $’000 $’000 $’000

Quoted Equity SecuritiesUnited Overseas Bank Limited 67,952,169 67,952,169 1,346,132 1,037,630 40,771 46,649

UOL Group Limited 41,428,805 41,428,805 247,330 165,715 6,214 6,214

United Industrial Corporation Limited

67,558,000 67,558,000 192,540 181,731 2,027 2,027

iNvESTmENTS

The group has substantial investments in various securities that are actively managed under

the guidance of the Investment Committee. These investments have provided the Group with a

stable source of recurring dividend income and financial strength over the years.

OpEraTiONS rEviEW


OpEraTiONS rEviEW

COmmuNiTy

In l ine wi th the Group’s commitment to corporate social responsibility, we have made contributions to charitable organisations and educational concerns. Some of these included the S ingapore Pres ident ’s Challenge 2012, the Lee Kuan Yew Fund for Bilingualism, the Singapore’s Heritage Society, and the Science Centre’s Singapore Time Capsule Project.

Haw Par Healthcare (HPH) continues supporting the “Gift from the Heart”, a caring labour movement initiated by the National Trades Union Congress of Singapore (NTUC) that brings relief to low income union workers and their families. By giving

the landscaping maintenance contract to The Helping Hands, a halfway house in Singapore that helps ex-offenders reintegrate into society, Underwater World Singapore (UWS) provided work opportunities to those in need of a second chance in life.

HPH offered product sponsorships from its Tiger Balm range to various causes in 2012 that included nursing homes caring for underprivileged elderly and aged sick in Singapore such as the Lions Home for the Elders, the Evergreen Home and St Theresa’s Home. These gifts certainly help relieved the aches and pains of the residents and enhancing their wellbeing.

Underwater World Singapore treated the elderly to a ‘brunch with the fishes’ at the Tunnel in celebration of the International Women’s Day.


We believe that one should have compassion for the underprivileged and give back to the community of which one is a part.

26

To play a role in building a compassionate society, HPH also supported various students’ initiatives to help the less fortunate. The Project I.Can organised by the Red Cross Chapter at the Singapore Management University is one of the examples in which Tiger Balm products were distributed by the university students along with other necessities to needy families.

Promoting healthy lifestyles has always been a priority for HPH. In 2012, HPH encouraged active living through its endorsement of numerous mass runs and sport events in many markets such as Germany, Singapore, Hong Kong, India and the United States. Events supported by HPH ranged from small community events to international marathons with tens of thousands of participants. The Avon Walk for Breast Cancer — a 2-day walk that was held in San Francisco, Chicago and New York to raise awareness about breast cancer was one of the events supported by HPH in 2012.

Furthermore, to encourage the spirit of sports, HPH supported Dipna Lim-Prasad, the Singapore

Olympic sprinter, on her maiden Olympics with Tiger Balm products she needed for her training and preparation for the London Olympics 2012.

In March 2012, UWS supported two meaningful causes, offering the gift of happiness to the elderly and the hospice patients. In support of the International Women’s Day, UWS hosted elderly from 3 senior activity centres to a unique brunch experience at its oceanarium. The elderly enjoyed a special ‘brunch with the sharks’ on the 83-metre long travellator as they passed through the iconic underwater tunnel. In addition, roses were given to the elderly women as a mark of respect and appreciation for the contributions of women to the family and the society.

More than 30 HCA Hospice patients with life-l imiting conditions, including end-stage cancer, were hosted at UWS for a once-in-a-lifetime experience. Their visit allowed UWS to offer them comfort, happiness and hope through interacting with the adorable pink dolphins and fur seals.

UWS hosted a number of charity visits and events in 2012, including a unique fundraising event by the students of The Assumption Pathway School (APS) named the SCUBA challenge or “Saving and Conserving the Underwater Biodiversity through Arts”. The challenge for the students was to create underwater paintings in the UWS tunnel and to sell these paintings to raise funds for a local conservation group. In October 2012, 10 students from different races dived into the UWS tunnel and sketched various scenes and marine animals they saw in the tunnel. Funds raised from the sales of the paintings were donated to the Raffles Museum of Biodiversity Research at the National University of Singapore.

One of the paintings drawn ‘underwater’ at the Tunnel in Underwater World Singapore by a student from Assumption Pathway School to raise funds for a charity.

Participants at the Finish line for the AVON Walk for Breast Cancer held in New York, the United States.


The Group maintained its support for the conservation of tigers in several countries. According to the World Wildlife Fund (WWF), 97% of wild tigers were lost in just over a century and as few as 3,200 exist in the wild today. To raise awareness on the importance of wildlife conservation and to support conservation education, the Group continued with its sponsorship of the Malayan Tiger Exhibit at the Night Safari and the Leopard Exhibit at the Singapore Zoo.

As part of the efforts towards marine conservation, Underwater World Singapore (UWS) and Underwater World Pattaya (UWP) held a series of activities with the aim to promote awareness, understanding and appreciation of the urgent need to conserve marine biodiversity and to protect our oceans and the Earth.

In May 2012, UWP collaborated with Dive Tribe — an environmental organisation in Pattaya and Mermaid Kat — former Miss Germany and a free diver to educate the public about the dangers of

marine debris. Mermaid Kat, in a mermaid costume, dived into the UWP’s tunnel without scuba equipment, while her partner diver from Dive Tribe unfurled the conservation message — “Stop the Pollution”. The goal was to inspire children and adults alike to appreciate the beauty of the ocean’s realm and to play a role in protecting this fragile planet.

In August 2012, UWP joined hands again with Dive Tribe and Mermaid Kat for a “Swim for Sharks” event in which Mermaid Kat and her sister mermaids — fellow free divers dived into the UWP Tunnel to swim with the sharks and interact with the visitors while calling for the conservation of sharks.

The visitors were fascinated by the appearance of graceful mermaids at UWP and both events were widely reported in the global media.

UWS has been successful in breeding 5 species of sharks: Bamboo Shark, Black-tip Reef Shark, White-tip Reef Shark, Nurse Shark

ENvirONmENT

Student journalists from Fernvale Primary School interviewing Curator Anthony Chang at the launch of the Zebra Horn Shark exhibit in Underwater World Singapore.

Haw Par is a sponsor of the Malayan Tiger exhibit at the Night Safari in Singapore since 1995.

28

and Leopard Shark. Among the shark births in 2012, the arrival of a baby female White-tip Reef Shark just before Christmas was particularly memorable. The baby shark was nicknamed “Sharline” and was featured in The Straits Times, Singapore’s main English language newspaper. Displayed in its own protected rocky pool during the festive season, Baby Sharline attracted visitors’ attention.

Both UWS and UWP continued to redefine the classroom through their range of edutainment programmes that engage students at a whole new level. At the launch of the Zebra Horn Shark exhibit in May 2012, UWS invited student journalists from Fernvale Primary School to deepen their understanding about sharks and marine conservation through an interview with the UWS Curator. In 2012, UWP installed multimedia tablets at its underwater tunnel, offering information on its aquatic animals in a fully interactive manner.

In October 2012, UWS’ Living in the Ocean Sleepover programme

was selected by the Singapore Tourism Board as one of the top 3 enrichment experiences in Singapore for its unique programming that enables children and adults alike to reconnect with nature and to appreciate the importance of marine conservation. Under the collaboration between UWS and the Singapore Science Centre, the Sleepover programme was offered to families as one of the Open House programmes for the Singapore Science Festival in August 2012. Participants toured the aquarium at night, conducted scientific experiments and slept under a blanket of marine fishes and sharks at the UWS tunnel.

UWS also hosted several educational visits to promote conservation education. In July 2012, UWS welcomed some 500 students who came from around the world to compete in the International Biology Olympiad 2012. The students were treated to a behind-the-scene tour that introduced them to the science of animal care. In October 2012, the academic professors and students from

the Bachelor of Environmental Studies of National University of Singapore visited UWS for a study trip. The delegation exchanged views with the UWS team on aquarium management.

In 2012, UWS in the continuation of its pledge to support the Earth Hour did its part by switching off the lights on the facades during Earth Hour, 8.30pm to 9.30pm on 31 March 2012. To align with this year’s theme — “Earth Hour – Uniting People to Protect the Planet”, UWS incorporated the Earth Hour’s conservation message in all its commentaries, calling for visitors to “Reduce, Reuse, Recycle”.

Left:To raise awareness on shark conservation, Underwater World Pattaya collaborated with Dive Tribe to organise the Swim for Sharks event.

Right:A baby White-tip Reef shark nicknamed Sharline born at Underwater World Singapore in December 2012 with the diver who discovered her.


60.0

2011

OvErviEW

Group revenue at $139.3 million was 5% higher than 2011, with Healthcare division reporting a 13% growth in revenue. Group earnings increased by 50% to $120.0 million mainly due to exceptional gains from associated companies and higher valuation gains of investment properties. The impairment of our Chengdu Oceanarium also resulted in lower earnings last year. Excluding the valuation gains and the one-off impairment loss last year, earnings would have been 4% higher than 2011, attributable to higher profits from operations and associated companies, which were offset by lower investment income received during the financial year.

With higher earnings registered for the year, earnings per share increased to 60.6 cents (2011: 40.3 cents). Net tangible assets per share increased to $11.31 (2011: $8.98) due to higher market valuations of available-for-sale financial assets.

fiNaNCial rEviEW

Group revenue at $139.3 million was 5% higher than 2011, with Healthcare division reporting a 13% growth in revenue.

Healthcare Leisure Property Investments

17.215.6

10.7*13.1

55.8

11.9 12.9

48.850.0

20.0

40.0

10.0

30.0

0

Segment profits Before interest Expense and Tax($ million)


2012

30

20.0

rETurN ON aSSETS EmplOyEd

The Group applies a Return of Assets Employed (“ROA”) measure to evaluate the performance of its business operations. The ROA measures profitability of assets utilised by the various operations.

In 2012, ROA increased from 4.3% to 5.8%, mainly due to higher earnings. ROA of healthcare division improved from 16.7% to 17.4%, a result of higher profits. The higher ROA of Leisure division of 17.2% (2011: 13.0%) is mainly due to higher operating loss of Chengdu Oceanarium last year. ROA of Property division at 6.6% (2011: 7.2%) dipped slightly due to lower profits and an increase in valuation of assets. The decline in ROA of the investment division from 3.7% to 3.0% is in tandem with the lower income and larger asset base due to higher market valuations.

HealthcareGroup Leisure Property Investments

5.8

4.3

16.7

13.0*

7.2

3.7

17.4 17.2

3.0

6.6

15.0

10.0

5.0

0

return on assets Employed%


2011 2012


SEGmENTal pErfOrmaNCE

HealthcareHealthcare division achieved a 13% growth in sales from $81.4 million to $92.0 million with a strong boost in sales in the Asia region. Operating profits were 10% above 2011 at $17.2 million.

leisureThe number of visitors to the aquariums declined by 14% with lower visitorship at Underwater World Singapore (‘UWS’) due to a weak tourism sentiment with high Singapore dollars and hotel rates. Underwater World Pattaya (‘UWP‘) continued to enjoy increase in visitorship compared to last year with the launch of a new jelly fish exhibit during the year. Excluding last year’s impairment of Chengdu Oceanarium, operating profits were 10% higher than 2011 at $11.9 million.

Healthcare Sales by region($ million)

visitorship of aquariums ‘000

fiNaNCial rEviEW

2011 20122011 2012

America Europe Middle East Asia

10.111.09.5

14.8

1,47846.1

10.2

14.7

57.060.0 2,000

50.0

1,800

800

1,000

1,400

400

1,600

600

1,200

200

20.0

40.0

10.0

30.0

0 0

1,712

32

propertyThe occupancy rates achieved during the year have been rather stable, except for tenancy in our Malaysia property. Although rental revenue of Property division increased by 2% to $17.1 million, profitability was slightly lower by 2% to $12.9 million. The division also recorded a fair value gain of investment properties of $23.5 million (2011: $97,000 loss).

investmentsInvestment income decreased by 13% from 2011 due to lower dividends received from our investment portfolio. The Group’s investment portfolio enjoyed a healthy valuation surplus of $1,302.3 million.

property (Building Occupancy rates) %

investments (Cost vs fair value) ($ million)

96.4

85.3

97.5

74.7

100

80

2,000

1,800

800

1,000

40

1,400

400

60

1,600

600

20

1,200

200

0 0

2011 2012 Cost fair value

SingaporeProperties

522.7 513.5

1,815.8

1,421.7

2011 2012Others


fiNaNCial pOSiTiON

Shareholders’ funds increased by 26% to $2,253.2 million mainly due to the higher market valuation from fair valuation of Group’s available-for-sale financial assets.

The Group ended the financial year with net cash balances of $151.1 million, after dividend payments of $39.6 million. Cash generated by operating activities was a healthy $89.3 million and this is higher than $58.0 million in 2011 as part of the dividend income were non-cash and scrip shares were obtained in lieu of dividends last year.

dividENdS

In view of the healthy cash flow, a second & final dividend of 14 cents per share is being proposed at the coming Annual General Meeting.

A bonus issue is being proposed at the coming Annual General Meeting on the basis of 1 Bonus Share for every 10 existing ordinary shares held.

fiNaNCial rEviEW

The Group ended the financial year with net cash balances of $151.1 million, after dividend payments of $39.6 million.

Shareholders’ funds($ million)

2011 2012

3,000

2,500

500

1,500

2,000

1,000

0

1,789.0

2,253.2

34

SHarE priCE & TradiNG vOlumE

Trading volume Share price

22,000

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

0

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

0

‘000 ($)Trading volume Share price

2012 2011 2010 2009 2008

Share price ($)Last done 6.72 5.27 6.13 5.81 3.81 High 6.90 6.36 6.35 6.00 7.61 Low 5.26 5.05 5.50 3.27 2.81

per shareEarnings (cents) (restated) 60.6 40.3 58.2 25.6 38.1 Dividend net (cents) 20.0 20.0 20.0 20.0 20.0 Dividend cover (times) (restated) 3.0 2.0 2.9 1.3 1.9 Net tangible assets ($) (restated) 11.31 8.98 9.81 9.62 6.70

2011201020092008 2012


fiNaNCial CalENdar

daTE

15 may 2012

8 august 2012

12 September 2012

9 November 2012

27 february 2013

3 april 2013

10 april 2013

24 april 2013

27 may 2013

5 June 2013

EvENT

Announcement of 2012 1st quarter results

Announcement of 2012 2nd quarter results

Payment of 2012 first and interim dividend

Announcement of 2012 3rd quarter results

Announcement of 2012 full-year results

Announcement of Notice of Annual General Meeting/ Despatch of 2012 Annual Report in CD-Rom

Despatch of printed copy of 2012 Annual Report (on request)

44th Annual General Meeting

Proposed books closure date for dividend entitlement & bonus issue

Proposed payment of 2012 second and final dividend

36

Haw Par Corporation Limited is committed to uphold good corporate governance practices in line with the principles and guidelines of the Code of Corporate Governance (the “Code”). The following describes the Group’s corporate governance practices and structures that were in place during the financial year ended 31 December 2012 (FY 2012).

BOard maTTErS

Board’s Conduct of its affairs The principal responsibilities of the Board include:

• approvingstrategicplansandannualbudgets;• approvingmajorfunding,investmentanddivestmentproposals;• ensuringthatmanagementestablishesandmaintainsasoundsystemofinternalcontrols,risk

management, financial reporting and statutory compliance in order to safeguard shareholders’ interestsandGroup’sassets;

• reviewingtheperformanceofmanagementinattainingagreedgoalsandobjectives;and• approvingtheannouncementoffinancialresultsanddeclaringdividends.

All Board members bring their independent judgement, diversified knowledge and experience to bear on issues of strategy, performance, resources and standards of conduct.

The Board meets at least four times a year to review performance and business strategy of the Group. Meetings are scheduled in advance. Ad-hoc meetings can be called when there are important and urgent matters requiring the Board’s consideration and Board approval in writing is sometimes needed in between scheduled meetings.

The Group has adopted internal guidelines, which set out specific matters requiring Board approval. These written guidelines also include financial and non-financial limits of authority given to management to facilitate operational efficiency. These guidelines require Board approval for material transactions such as joint ventures, mergers and acquisition, adoption of Group risk management policy etc.

The Board has delegated specific responsibilities to four Board Committees, which are the Audit, Nominating, Remuneration and Investment Committees.

COrpOraTE GOvErNaNCE


The Board held four meetings during the year. Directors can attend Board meetings and Board Committee meetings by telephone conference if they are unable to attend in person. The attendance of Directors at Board and Board Committee meetings held in the financial year ended 31 December 2012 (“FY2012”) was as follows:

Table 1:Number of meetings attended in fy2012

Namemain Board

audit Committee

NominatingCommittee

remunerationCommittee

investment Committee

Wee Cho yaw(Non-executive/non-independent)

4 (2) N/A 1 1 6

Wee Ee lim (1)

(Executive/non-independent) 4 4 N/A 1 6

Sat pal khattar(Non-executive/Independent)

4 N/A 1 (2) 1 (2) N/A

reggie Thein(Non-executive/Independent)

2 2 (2) N/A N/A N/A

Hwang Soo Jin(Non-executive/Independent)

4 4 N/A 1 N/A

lee Suan yew(Non-executive/Independent)

4 4 1 N/A N/A

Wee Ee-chao(Non-executive/non-independent)

4 N/A N/A N/A N/A

Chew kia Ngee(Non-executive/Independent)

4 3 N/A N/A N/A

peter Sim Swee yam(Non-executive/Independent)

4 N/A N/A N/A N/A

Chng Hwee Hong (3)

(Executive/non-independent)0 N/A N/A N/A 0

Han ah kuan(Executive/non-independent)

4 N/A N/A N/A 6

Number of meetings held in fy2012

4 4 1 1 6

Notes:

(1) Mr Wee Ee Lim was in attendance to provide Management’s perspective at the meetings of the Audit and Remuneration Committees although he is not a member of either Board Committee.

(2) Denotes Chairman of the Board/Board Committee(3) Mr Chng Hwee Hong retired from the Board on 25 April 2012.

Directors are appointed by way of formal letters of appointment which set out their duties and obligations. The Company has an orientation program for newly appointed Directors to be briefed on their duties and responsibilities. The program includes training, where required, and also meetings with key personnel for directors to understand the Group’s businesses, governance practices, strategic plans and objectives. Site visits are conducted as needed. The Company arranges and funds training of Directors, if needed.


38

Board CompositionThe Board considers its present size of ten directors appropriate for the current scope and nature of the Group’s operations. The Nominating Committee (“NC”) has reviewed the composition of the present Board and is satisfied that the directors, as a group, possess core competencies in accounting, finance, management experience and necessary industry knowledge.

Key information on the Directors, including their date of first appointment, date of last re-appointment and other directorships and principal commitments, can be found on pages 6 to 9 of this Annual Report.

The NC, having regard to the Code’s guidance for assessing independence, has determined that six of the Non-Executive Directors, namely Mr Sat Pal Khattar, Dr Lee Suan Yew, Mr Hwang Soo Jin, Mr Reggie Thein, Dr Chew Kia Ngee and Mr Peter Sim are independent in character and judgement, as indicated in Table 1 above. There are no relationships or circumstances which are likely to affect, or could appear to affect, such Non-Executive Directors’ judgements. Although four of the directors, namely Mr Sat Pal Khattar, Dr Lee Suan Yew, Mr Hwang Soo Jin and Mr Reggie Thein have served as Non-Executive Directors for more than nine years each, the NC is of the view that their performance, in spite of their tenure of service, has not diminished their objectivity in their discharge of their duties and they can continue to be designated as independent directors.

The Board will continue to look for new members to its Board who can serve the Board as older members step down.

Chairman and Chief Executive OfficerThere is a clear division of the role and responsibilities between the non-executive Chairman of the Board (“Chairman”) and the Chief Executive Officer (“CEO”), who is the son of the Chairman. The Chairman’s principal role is to lead and guide the Board while the CEO executes the strategic directions set by the Board and is responsible for the Group’s day-to-day operations. Although the Chairman and CEO are related, the Board is of the opinion that it is not necessary to appoint a lead independent director as shareholders may approach any independent director for assistance through the Company Secretary.

Nominating CommitteeThe NC comprises three members, namely, Mr Sat Pal Khattar, Dr Wee Cho Yaw and Dr Lee Suan Yew. The majority of the NC, including the chairman of the NC, Mr Sat Pal Khattar, are independent Directors.

The principal responsibilities of the NC are to:• AppointandreappointDirectorsandkeyexecutives,includingtheCEO;• ReviewthecompositionoftheBoardanditsBoardCommittees;• Performsuccessionplanning;• AssesstheindependenceofDirectors;• EvaluatetheperformanceoftheBoardandBoardCommittees;and• ReviewtrainingandprofessionaldevelopmentprogramsforDirectors.

Each year, the NC reviews the composition of the Board as part of its succession planning. The NC assesses potential candidates, taking into account the existing board composition, the candidate’s background, qualification, experience, time commitment and his / her ability to contribute to the Board’s collective skills, knowledge and experience.


The NC makes annual recommendations to the Board on the re-appointment of Directors having regard to their contributions and performance on a qualitative basis. Each year, one-third of the Board retires from office by rotation and may submit themselves for re-election. Directors who are above the age of 70 are subject to annual re-appointment at the AGM.

Board performanceThe NC evaluated and assessed the effectiveness of the Board’s performance as a whole taking into consideration, amongst other things, the Board’s discharge of its principal responsibilities, earnings of the Group, return on equity and the share price performance of the Company over a five year period. The NC is of the opinion that the Board as a whole had performed well during the year.

The NC evaluated and reviewed the performance of the Board Committees (except the NC itself). It is satisfied with the frequency, contents of each meeting and as disclosed in this Annual Report.

The Chairman of the Board and the Chairman of the NC evaluated the collective performance, commitment and contribution of all Directors on a qualitative basis. They also reviewed the contribution of the Executive Directors, and are of the view that the performance of each of them has been satisfactory.

In its review of Directors’ ability to commit the necessary hours to the Company’s affairs, the NC considered whether or not a limit on the number of other listed boards Directors could sit on was necessary. The NC decided that it was not necessary to prescribe a limit of the number of other boards that Directors of the Company sit on as the NC believed that the Directors can effectively handle their responsibilities.

access to informationDirectors have unfettered access to complete and timely information on the Group’s financials and operations. Adequate information is provided to Directors to enable them to make informed decisions. Matters requiring Board’s decision are sent to Directors at least five working days prior to Board meetings. Board meetings for each year are scheduled at least three months in advance with urgent Board meetings, if needed, at least five days in advance. The Board is also provided with opportunities to meet with managers and heads of divisions to deepen its understanding of the businesses.

Directors have separate, independent and unrestricted access to the Company Secretary for assistance. The Company Secretary ensures that board procedures are followed and the rules and regulations applicable to the Board are complied with. Directors may take independent professional advice, if necessary and with the approval of the Chairman, at the Company’s expense to carry out their duties. Under the Articles of Association of the Company, the decision to appoint or remove the Company Secretary rests with the Board as a whole.


40

rEmuNEraTiON maTTErS

procedures for developing remuneration policiesThe Remuneration Committee (“RC”) comprises three members, namely Mr Sat Pal Khattar, Dr Wee Cho Yaw and Mr Hwang Soo Jin. The majority of the RC, including the chairman of the RC, Mr Sat Pal Khattar, are independent Directors. The RC is supported by Group Human Resource and/or external consultants if needed.

The principal responsibilities of the RC are:a) torecommendtotheBoardageneralframeworkofremunerationforDirectorsandkeyexecutives;b) torecommendtotheBoardtheremunerationofDirectors;c) toreviewtheremunerationpackagesforkeyexecutives;andd) to administer the Company’s share option scheme.

During the year, the RC reviewed the amount of Directors’ fees to be paid to the Non-Executive Directors. It also assessed the performance and determined the bonus and salary components for the Executive Directors and reviewed the remuneration packages for key executives and share options to eligible staff and the terms thereof.

The RC has reviewed the Group’s obligations arising in the event of termination of the Executive Directors’ and key executives’ service contracts, to ensure that such service contracts contain fair and reasonable termination clauses which are not overly generous.

level and mix of remunerationThe RC takes into consideration current industry norms on compensation and adopts a remuneration policy in line with industry practices. None of the Non-Executive Directors have any service contract or consultancy agreement with the Company. Non-Executive Directors, including the Chairman of the Board, are paid directors’ fees which comprise a basic fee and additional fees for serving on Board Committees. The RC recommends Directors’ fees to the Board for endorsement prior to submission to shareholders for approval at each annual general meeting. The Company’s share option scheme allows for grants of share options to Non-Executive Directors although to-date, the Non-Executive Directors have not been granted any share options to-date.

The Group remunerates its employees at competitive and appropriate levels, commensurate with their performance and contributions. The remuneration framework comprises fixed and variable compensation, provident fund and other long-term incentives. A variable bonus scheme is in place that determines the bonus pool to be appropriated from each year’s earnings for employees of the Group. The scheme has a good balance of both current year earnings and long-term sustainability / growth of the respective businesses.

In the annual review of remuneration of the CEO and Executive Directors, the RC takes into consideration performance of the individuals and comparative remuneration of similarly placed persons in the market. The performance-related elements of the remuneration are designed to align interests of Executive Directors with shareholders generally. The performance criteria include achievement of financial objectives using financial indicators like profitability and return of assets over a period of time. Their remuneration packages include a variable bonus element, which is performance based and these are reviewed annually by the RC. Share options are granted to the Executive Directors and eligible key executives which can only be exercised after the relevant vesting period. More information on the Haw Par Corporation Group 2002 Share Option Scheme can be found in the Directors’ Report and Note 27(b) to the financial statements.


disclosure of remuneration The details of the remuneration of each individual Director for FY 2012 are as follows:

Table 2:

Namedirectors’

fees

Base or fixed salary

variable bonus

Benefit-in-kind

and others Total

Share options granted

% % % % % No. of shares

$1,000,001 to $1,200,000

Wee Ee Lim – 58 34 8 100 –

$400,001 TO $600,000

Han Ah Kuan – 56 29 15 100 48,000

BElOW $200,000

Wee Cho Yaw 100 – – – 100 –

Sat Pal Khattar 100 – – – 100 –

Reggie Thein 100 – – – 100 –

Hwang Soo Jin 100 – – – 100 –

Lee Suan Yew 100 – – – 100 –

Chew Kia Ngee 100 – – – 100 –

Peter Sim Swee Yam 100 – – – 100 –

Wee Ee-chao 100 – – – 100 –

Chng Hwee Hong (1) – 81 – 19 100 36,000

Note:

(1) Mr Chng Hwee Hong retired from the Board on 25 April 2012.

Remuneration of Key Executives

The remuneration of each of the top five executives of the Group (who are not Directors) falls within the range of S$200,001 to S$400,000. The total remuneration paid to these top five executives is between $1,200,000 and 1,400,000.

Disclosures are not made in exact amounts and identities of key executives are not made due to confidentiality reasons.

There is no employee (other than the CEO) who is an immediate family member of a Director or the CEO. A relative of the CEO, Mr Kelvin Whang, who is the General Manager of Underwater World Pattaya was paid an annual remuneration of between $150,000 to $300,000.


42

aCCOuNTaBiliTy aNd audiT

audit Committee (“aC”)The AC comprises four members, namely, Mr Reggie Thein, Mr Hwang Soo Jin, Dr Lee Suan Yew and Dr Chew Kia Ngee, all of whom are independent non-executive Directors. The chairman of the AC, Mr Reggie Thein and one other AC member, Dr Chew Kia Ngee, are senior accountants with over 40 years’ experience in the profession while the rest of the members have substantial business experience.

The principal responsibilities of the AC are:• reviewandapprovetheauditplansoftheinternalandexternalauditors;• considertheauditors’evaluationofthesystemofinternalcontrols;• recommendtheappointment,re-appointmentandremovalofexternalauditorsandapprovethe

compensationoftheexternalauditors;• reviewannuallytheindependenceandobjectivityoftheexternalauditors,thecosteffectiveness

oftheaudit,andthenatureandextentofnon-auditservices;• reviewandensureadequacy,independence,effectivenessandobjectivityoftheinternalaudit

function;• reviewtheGroup’squarterlyandfullyearresultsandannualfinancialstatementsforapprovalby

the Board, and the appropriateness and consistency of accounting principles and policies adopted acrosstheGroup,includingsignificantfinancialreportingissuesandjudgements;

• reviewtheadequacyandeffectivenessoftheCompany’ssystemofinternalcontrols,addressingfinancial,operationalandcompliancerisksandriskmanagementprocesses;

• reviewinterestedpersontransactions;and• reviewwhistle-blowingreports.

The AC has full authority to investigate any matter on issues of internal controls, suspected fraud or irregularity. It has full access to and cooperation of the management and full discretion to invite any staff to attend its meetings. The AC adopts key principles from “Guidebook for Audit Committee in Singapore”, issued by the Audit Committee Guidance Committee in Singapore in 2008.

During the year, the AC held four meetings. It met the external and internal auditors separately in the absence of management.

In the review of non-audit services, the AC was satisfied that non-material possible conflicts would not affect the independence of the external auditors. The AC has confirmed that it has complied with Rule 712 and Rule 715/716 which set out the requirements on suitability of auditor. The AC has recommended to the Board to re-appoint PricewaterhouseCoopers LLP as auditors for financial year 2013. The aggregate amount of fees paid to PricewaterhouseCoopers LLP for FY2012 and the breakdown of fees paid in total for audit and non-audit services were $376,000 and $163,000 respectively.

The AC members are continuously updated on changes to accounting standards and issues which have a direct impact on financial statements and relevant legislation and accounting-related matters.

Whistle Blowing Policy

The Company has a whistle-blowing policy and process for employees to report to the AC Committee any improprieties or suspected wrong-doing by the management or staff without fear of reprisal. All reports received are accorded confidentiality and independently investigated by the whistle blowing unit comprising the Group Human Resource Manager and Group Internal Audit Manager. Details of the whistle blowing policy are posted in the Company’s intranet for staff reference and new employees are briefed on this policy during their orientation.


internal auditThe Company has an internal audit (“IA”) department which is staffed with professionally qualified personnel. The Group Internal Audit Manager reports to the Chairman of the AC on audit matters and to the CEO on administrative matters. The appointment and removal of the Group Internal Audit Manager rest with the Chairman of the AC.

The IA follows the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. IA adopts strict procedures in reporting its audit findings to the management and AC.

The role of IA is to render support to the AC in ensuring that the Group maintains a sound system of internal controls by performing regular monitoring and testing of key controls and procedures, reviewing all operational and financial activities and undertaking investigations as requested by AC.

The IA submits its internal audit plan to the AC for approval at the beginning of each year. Internal audit reviews are carried out on all significant business units in the Group and a summary of findings and recommendations is discussed during each AC meeting. The IA has unfettered access to the AC and to all documents, reports, properties and personnel for the purposes of its audit. The AC is of the view that the internal audit function is adequately resourced and has appropriate standing within the Company.

risk management and internal ControlsThe Group has established a formal risk management framework across the entire organisation to provide a structured approach for managing risks. The framework enables management to have a formal structure and a standardised process in risk management reporting. The framework is designed to be aligned with the Group’s strategic, operational, reporting and compliance objectives.

Major operational risks such as competition, manufacturing capability, regulatory compliance and business interruption are managed by leveraging on the Group’s experience and knowledge of local market conditions, taking out appropriate insurance coverage, and having effective business continuity plans. Financial risks are mitigated by using appropriate hedging instruments when necessary and actively managing foreign exchange and credit exposures. Further details on managing financial risks are disclosed in Note 28 on Page 99 of the Annual Report.

The Risk Management Committee, chaired by the CEO and comprising four other senior key executives (including one Executive Director and the Chief Financial Officer), oversees various aspects of control and risk management policies and processes of the Group. It reviews risk management parameters across the Group and reports to the AC on its findings and actions taken to address the key risks identified. It considers risk identification and its impact on the Group. Risks are analysed and assessed in terms of risk impact and risk likelihood. Management evaluates the options and controls needed to deal with identified risks, depending on the risk impact, likelihood and related costs and benefits. Key risks are agreed with the Board and testing performed to ensure controls are in place.

Based on work performed by the internal and external auditors and reviews undertaken by the Risk Management Committee and the AC, the Board, with the concurrence of the AC, is reasonably satisfied that the internal controls addressing financial, operational, compliance risks and risk management processes are generally adequate for the Group as at 31 December 2012.

The Group’s internal controls and risk management systems provide reasonable, but not absolute, assurance that the Group will not be adversely affected by any reasonably foreseeable event. The Board recognises that no system of internal controls and risk management can provide absolute assurances.


44

Shareholders mattersCommunication of relevant announcements of the Group is generally made through annual reports, press releases, SGXNET announcements and its corporate website at www.hawpar.com. The Company’s Annual Report in CD-ROM is sent to all shareholders. Its printed Annual Report is available on request and accessible on the Group’s website.

A dedicated communication channel is available through Investor Relations Department and its contact details can be found on page 10 of the Annual Report as well as via email at [email protected]. When matters requiring shareholders’ meetings are to be held, notices are published in the newspapers and reports or circulars are sent in a timely manner to all shareholders. Shareholders will be informed of the rules, including voting procedures, which govern the shareholders’ meetings. Resolutions of all general meetings of shareholders are conducted by electronic poll.

The Company hold regular meetings with research analysts, fund managers and institutional investors to review the Company’s performance and provide investors with a better understanding of the Group’s businesses.

The Group strongly encourages the attendance of shareholders at general meetings of shareholders, which are always held at a central location in Singapore. At such general meetings, shareholders are invited to raise questions on any matters that need clarification and appropriate responses are given. The Chairman and the other Directors (in particular, the chairpersons of the AC, NC and RC) as well as the external auditors are present at such general meetings to address all queries from shareholders on various matters affecting the Group and the conduct of external audit. Key management personnel are also present at such general meetings to respond to queries from the shareholders.

The reception after each general meeting of shareholders provides an opportunity for shareholders to informally communicate their views and expectations to the Company’s representatives.

The Company’s Articles of Association allow a shareholder to appoint one or two proxies to attend and vote at the Company’s general meetings of shareholders. Separate resolutions on each distinct issue are tabled at such general meetings. If requested, the Company allows shareholders who hold shares through nominees to attend such general meetings as observers.


OTHEr GOvErNaNCE praCTiCES

Investment Committee

The Investment Committee (“IC”) is headed by the Chairman of the Board and comprises two other Executive Directors. The IC meets bi-monthly to review the performance of the Group’s investments, funding requirements and key strategic issues of each operating unit. As directed by the Board, the IC receives and reviews monthly financial report of the Group. Interested Person Transactions

Management reports all interested person transactions to the AC. The Group does not have any general mandate from shareholders pursuant to Rule 920 with regards to interested person transactions. The following are details of interested person transaction during the year:

Name of interested person

aggregate value of all interested person Transaction during 2012 (excluding

transactions less than $100,000)

Wee Ee Lim $655,575

During the financial year, Mr Wee who is a nominee director in an associated company, were granted share options by an associated company. Upon exercising the share options, the shares were sold to the Group at cost. Material Contracts

Except as disclosed in page 95 (Note 24 – Related Party Transactions) of the Annual Report, there were no other material contracts of the Company or its subsidiaries involving the interests of the CEO, any Director or controlling shareholder of the Company.

Dealings in Securities

The Group adopts the best practices with respect to dealings in securities set out in Rule 1207(19) of the Listing Manual of the SGX. It has a policy which prohibits its officers from dealing in the securities of the Company during the period commencing two weeks before the announcement of the financial results for each of the first three quarters and one month before the announcement of the full year results. The Group refrains from commenting in any way on the status of the current quarter’s financials and operations or giving guidance on future earnings estimates, during these periods before announcement of results.


46

Statutory Reports &Financial Statements

CONTENTS

48 Directors’ Report52 Statement by Directors53 Independent Auditor’s Report55 Consolidated Income Statement56 Consolidated Statement of Comprehensive Income57 Statements of Financial Position58 Consolidated Statement of Changes in Equity60 Consolidated Statement of Cash Flows62 Notes to The Financial Statements

Directors’ ReportFor the financial year ended 31 December 2012

The Directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 December 2012 and the statement of financial position of the Company as at 31 December 2012.

Directors

The Directors of the Company in office at the date of this report are as follows:

Wee Cho Yaw (Chairman) Wee Ee Lim (President & Chief Executive Officer) Sat Pal KhattarReggie Thein Hwang Soo JinLee Suan YewWee Ee-chao Chew Kia Ngee Peter Sim Han Ah Kuan (Executive Director)

ArrAngements to enAble Directors to Acquire shAres AnD Debentures

Neither at the end of the financial year, nor at any time during the financial year, was the Company a party to any arrangement whose object was to enable the Directors to acquire benefits by means of the acquisition of shares, warrants, share options in, or debentures of, the Company or any other body corporate, other than pursuant to the Haw Par Corporation Group 2002 Share Option Scheme (“2002 Scheme”).

Directors’ interests in shares or debenturesThe Directors holding office at 31 December 2012 had no interests in the shares, warrants, share options in, or debentures of, the Company and/or its subsidiaries as recorded in the register of Directors’ shareholdings kept by the Company under Section 164 of the Companies Act, except as follows:

Direct interest as at Deemed interest as at1.1.2012 31.12.2012 21.1.2013 1.1.2012 31.12.2012 21.1.2013

interest in the company’s ordinary shares

Wee Cho Yaw 993,067 993,067 993,067 64,927,370 66,011,370 66,011,370Wee Ee Lim 397,448 397,448 397,448 60,629,958 61,713,958 61,713,958Sat Pal Khattar – – – 87,472 87,472 87,472Hwang Soo Jin 35,000 35,000 35,000 – – –Wee Ee-chao 12,570 12,570 12,570 60,751,438 61,835,411 61,835,411Han Ah Kuan 57,000 40,000 40,000 – – –

options to subscribe for the company’s ordinary shares(Under the 2002 Scheme)

Han Ah Kuan 144,000 144,000 144,000 – – –

By virtue of Section 7 of the Companies Act (Cap. 50), Wee Cho Yaw, Wee Ee Lim and Wee Ee-chao, who by virtue of their interest of not less than 20% in the issued capital of the Company, are also deemed to have an interest in the shares of the various subsidiary companies held by the Company.

48

Directors’ Report (continued)For the financial year ended 31 December 2012

Directors’ contrActuAl benefits

Since the end of the previous financial year, no Director has received or has become entitled to receive benefits required to be disclosed by Section 201(8) of the Companies Act, by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member or with a company in which he has a substantial financial interest except those disclosed in Note 24 to the financial statements.

shAre options

Haw Par Corporation Group 2002 Share Option Scheme The 2002 Scheme was approved by members of the Company at an Extraordinary General Meeting held on 22 May 2002. The extension of the duration of the 2002 Scheme for a further period of 5 years to 2017 was approved by members of the Company at the Annual General Meeting held on 20 April 2011. The 2002 Scheme is granted to key executives personnel and directors (including non-executive directors) of the Company and the maximum life-span of exercising the options is 10 years. The exercise price of the options is determined at the average of the last dealt price of the Company’s ordinary shares as quoted on the Singapore Exchange Securities Trading Limited for five market days immediately preceding the date of the grant. The options are exercisable beginning on the first anniversary from the date when the options are granted or the second anniversary if the options are granted at a discount to the market price. Once the options are vested, they are exercisable for a period of four years. The options may be exercised in full or in part in respect of 1,000 shares or any multiple thereof, on the payment of the exercise price. The Group has no legal or constructive obligation to repurchase or settle the options in cash. The share option scheme size shall not exceed 15% of the total number of issued shares of the Company on the day preceding grant date and exercise prices are allowed to be set at discounts of up to 20% to their market price.

The number of unissued ordinary shares of the Company covered by the options in relation to the 2002 Scheme outstanding at the end of the financial year was as follows:

number of shares covered by the optionsDate of grant balance at 31.12.2012 exercise price exercise period

3.3.2008 198,000 $6.47 3.3.2009 – 2.3.20132.3.2009 30,000 $3.71 2.3.2010 – 1.3.20141.3.2010 104,000 $5.86 1.3.2011 – 28.2.20151.3.2011 289,000 $6.09 1.3.2012 – 29.2.20161.3.2012 365,000 $5.95 1.3.2013 – 28.2.2017

986,000

In 2012, options to subscribe for 442,000 unissued shares in the Company at the exercise price of $5.95 per share were granted and 365,000 accepted under the 2002 Scheme. Options in respect of 4,022,000 have been granted and accepted since the adoption of the scheme on 22 May 2002. No options have been granted at a discount to the market price of shares of the Company.

During the financial year, options to subscribe for 527,000 unissued shares were cancelled, expired and not accepted and 168,000 shares were issued by virtue of the exercise of options. The market price on the dates of exercise ranged from $6.01 to $6.71.

Haw Par Corporation Limited — annual report 2012 49

shAre options (continued)

Other information required by the Singapore Exchange Securities Trading Limited (Pursuant to Listing Rule 852 of the Listing Manual)

(1) The Share Option Scheme of the Company is administered by the Remuneration Committee, comprising the following Directors:

Sat Pal Khattar (Chairman)Wee Cho YawHwang Soo Jin

(2) The details of options granted to the Directors of the Company under the 2002 Scheme are as follows:

name of director

number of shares

comprised in options

granted during the

financialyear

Aggregate number

of shares comprised in options

granted sincecommencement

of scheme to31.12.2012

Aggregate number

of sharescomprised in options

exercised sincecommencement


Aggregate number

of sharescomprised in options that have

expired sincecommencement


Aggregate number

of sharescomprised in options

outstanding as at

31.12.2012

Wee Ee Lim – 48,000 48,000 – –

Han Ah Kuan 48,000 455,000 263,000 48,000 144,000

(3) No options are granted to controlling shareholders of the Company and their associates (as defined in the Listing Manual of Singapore Exchange Securities Trading Limited).

(4) No participant has received 5% or more of the total number of options available under the share option scheme.

(5) No options have been granted at a discount to the market price of shares of the Company for the financial year ended 31 December 2012.

(6) Options granted by the Company do not entitle the holders of the options, by virtue of such options, any right to participate in any share issue of any other company in the Group.


50

AuDit committee

The Audit Committee comprises four members, all of whom are independent non-executive Directors. The members of the Audit Committee are as follows:

Reggie Thein (Chairman) Hwang Soo JinLee Suan YewChew Kia Ngee

In accordance with Section 201B(5) of the Companies Act, the Audit Committee has reviewed with the Company’s internal auditors their audit plan and the scope and results of their internal audit procedures. The Committee has also reviewed with the Company’s independent auditor, PricewaterhouseCoopers LLP, their audit plan, their evaluation of the system of internal accounting controls, their audit report on the statement of financial position of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2012 and the assistance given by the management of the Group to them. The statement of financial position of the Company and the consolidated financial statements of the Group, as well as the independent auditor’s report on the same, have been reviewed by the Committee prior to their submission to the Board of Directors.

The Committee has recommended to the Board of Directors the re-appointment of PricewaterhouseCoopers LLP as independent auditor of the Company.

inDepenDent AuDitor

PricewaterhouseCoopers LLP has expressed its willingness to accept re-appointment as independent auditor of the Company and a resolution proposing its re-appointment will be submitted at the forthcoming Annual General Meeting.

On behalf of the Board

Wee cho Yaw Wee ee limChairman President & Chief Executive Officer

singapore27 February 2013



We, Wee Cho Yaw and Wee Ee Lim, being two of the Directors of Haw Par Corporation Limited, do hereby state that, in the opinion of the Directors:

(a) the statement of financial position of the Company and the consolidated financial statements of the Group as set out on pages 55 to 112 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2012 and of the results, changes in equity and cash flows of the Group for the financial year then ended; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Board

Wee cho Yaw Wee ee limChairman President & Chief Executive Officer

singapore27 February 2013

Statement by Directors Pursuant to Section 201(15)For the financial year ended 31 December 2012

52

report on the finAnciAl stAtements

We have audited the accompanying financial statements of Haw Par Corporation Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 55 to 112, which comprise the consolidated statement of financial position of the Group and statement of financial position of the Company as at 31 December 2012, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and statements of financial position and to maintain accountability of assets.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independent Auditor’s ReportTo the Members of Haw Par Corporation Limitedfor the financial year ended 31 December 2012


OpinionIn our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012, and of the results, changes in equity and cash flows of the Group for the financial year ended on that date.

report on other legAl AnD regulAtorY requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore, of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

pricewaterhousecoopers llpPublic Accountants and Certified Public Accountants

singapore, 27 February 2013

Independent Auditor’s Report (continued)To the Members of Haw Par Corporation Limitedfor the financial year ended 31 December 2012

54

the groupnote 2012

$’0002011$’000

(restated)

revenue 4 139,349 132,675Cost of sales (60,912) (60,510)

gross profit 78,437 72,165Other income 5 52,904 59,053Other losses 6 – (12,553)Sales and marketing expenses (30,512) (26,784)Warehouse and delivery expenses (724) (716)General and administrative expenses (15,334) (13,285)Finance expenses (245) (64)

profit from operations 84,526 77,816Share of results of associated companies and gain/(loss)

on dilution of investment in associated company (net) 14 19,308 8,656Fair value gains/(losses) on investment properties 12 23,492 (97)

profit before taxation 127,326 86,375Taxation 8 (7,361) (6,230)

profit for the financial year, net of tax 119,965 80,145

Attributable to:Equity holders of the Company 119,965 79,808Non-controlling interests – 337

119,965 80,145

earnings per share attributable to equity holders of the company 10

– Basic 60.6 cents 40.3 cents – Diluted 60.6 cents 40.3 cents

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

Consolidated Income StatementFor the financial year ended 31 December 2012


the group2012$’000

2011$’000

(restated)

profit for the financial year, net of tax 119,965 80,145

other comprehensive (expense)/income, after tax, that may be reclassified subsequently to profit or loss:

Fair value gains/(losses) on available-for-sale financial assets (net) 388,831 (208,646)

Reclassification of fair value loss on disposal of available-for-sale financial assets 1,379 –

Currency translation losses on consolidation of foreign entities (net) (8,680) (1,355)

Share of associated company’s currency translation reserve through equity accounting (551) 3,110

Share of associated company’s other comprehensive expense/(income) through equity accounting 1,750 (241)

other comprehensive income/(expense) for the financial year, net of tax 382,729 (207,132)

total comprehensive income/(expense) for the financial year 502,694 (126,987)

total comprehensive income/(expense) attributable to:

Equity holders of the Company 502,694 (126,772)Non-controlling interests – (215)

502,694 (126,987)


Consolidated Statement of Comprehensive IncomeFor the financial year ended 31 December 2012

56

the group the companynote 2012 2011 2010 2012 2011

$’000 $’000 $’000 $’000 $’000(restated) (restated)

Assetsnon-current assetsProperty, plant and equipment 11 37,947 37,865 43,848 – –Investment properties 12 211,545 187,039 181,642 – –Investment in subsidiaries 13 – – – 381,957 381,957Investment in associated

companies 14 114,484 100,468 91,702 2,895 2,895Available-for-sale financial assetsDeferred income tax assets

1522

1,446,017602

1,117,520601

1,239,779828

401–

427–

Intangible assets 16 11,116 11,116 11,116 – –1,821,711 1,454,609 1,568,915 385,253 385,279

current assetsAvailable-for-sale financial assets 15 369,827 304,161 335,082 – –Inventories 17 10,100 8,379 9,275 – –Trade and other receivables 18 17,779 21,017 18,597 89,664 135,289Tax recoverable – – 4 – –Deposits with banks and

financial institutions 19 133,116 72,952 87,579 126,390 55,719Cash and bank balances 19 17,999 16,023 23,780 2,099 1,239

548,821 422,532 474,317 218,153 192,247

total assets 2,370,532 1,877,141 2,043,232 603,406 577,526

liAbilitiescurrent liabilitiesTrade and other payables 20 (38,322) (34,142) (31,831) (124,416) (130,751)Taxation (6,676) (6,393) (7,388) (154) (310)Borrowings 21 (23,028) (12,407) – (23,028) (12,407)

(68,026) (52,942) (39,219) (147,598) (143,468)

non-current liabilitiesDeferred income tax liabilities 22 (49,289) (35,229) (44,365) – –

(49,289) (35,229) (44,365) – –

total liabilities (117,315) (88,171) (83,584) (147,598) (143,468)

net Assets 2,253,217 1,788,970 1,959,648 455,808 434,058

equitYequity attributable to equity

holders of the companyShare capital 23 243,114 242,127 241,355 243,114 242,127Reserves 2,010,103 1,546,843 1,710,537 212,694 191,931

2,253,217 1,788,970 1,951,892 455,808 434,058non-controlling interests – – 7,756 – –total equity 2,253,217 1,788,970 1,959,648 455,808 434,058


Statements of Financial PositionAs at 31 December 2012


Attributable to equity holders of the company

sharecapital

statutory reserve1

capital reserve2

share option

reserve3

fairvalue

reserve

foreigncurrency

translationreserve

revenuereserve total

non-controlling

intereststotal

equity$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

2012

Balance at 1 January 2012, as previously reported 242,127 1,948 16,815 2,698 864,675 (4,308) 655,979 1,779,934 – 1,779,934

Effects of adopting Amendments to FRS 12 (Note 2a) – – – – – – 9,036 9,036 – 9,036

Balance at 1 January 2012, as restated 242,127 1,948 16,815 2,698 864,675 (4,308) 665,015 1,788,970 – 1,788,970

Issue of share capital 987 – – – – – – 987 – 987

Expensing of share options – – – 173 – – – 173 – 173

Transfer from revenue reserve to statutory reserve – 62 – – – – (62) – – –

Dividends paid (Note 9) – – – – – – (39,607) (39,607) – (39,607)

Total comprehensive (expense)/income for the financial year – – – 1,750 390,210 (9,231) 119,965 502,694 – 502,694

balance at 31 December 2012 243,114 2,010 16,815 4,621 1,254,885 (13,539) 745,311 2,253,217 – 2,253,217


Consolidated Statement of Changes in EquityFor the financial year ended 31 December 2012

58

Attributable to equity holders of the company

sharecapital

statutory reserve1

capital reserve2

share option

reserve3

fairvalue

reserve

foreigncurrency

translationreserve

revenuereserve total

non-controlling

intereststotal

equity$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

2011

Balance at 1 January 2011, as previously reported 241,355 1,522 16,815 2,424 1,073,321 (6,512) 612,968 1,941,893 7,756 1,949,649

Effects of adopting Amendments to FRS 12 – – – – – – 9,999 9,999 – 9,999

Balance at 1 January 2011, as restated 241,355 1,522 16,815 2,424 1,073,321 (6,512) 622,967 1,951,892 7,756 1,959,648

Issue of share capital 772 – – – – – – 772 – 772

Expensing of share options – – – 274 – – – 274 – 274

Transfer from revenue reserve to statutory reserve – 426 – – – (8) (418) – – –

Dividends paid (Note 9) – – – – – – (39,603) (39,603) – (39,603)

Acquisition of non-controlling interests in a subsidiary (Note 13) – – – – – (95) 2,502 2,407 (7,541) (5,134)

Total comprehensive (expense)/income for the financial year (restated) – – – – (208,646) 2,307 79,567 (126,772) (215) (126,987)

balance at 31 December 2011 242,127 1,948 16,815 2,698 864,675 (4,308) 665,015 1,788,970 – 1,788,970

1 The statutory reserve is legally required to be set aside in the countries of incorporation of certain subsidiaries. Those laws restrict the distribution and use of the reserve.

2 The capital reserve relates to non-distributable profits arising from sale of long term investments according to certain subsidiaries’ Articles of Association and share premium arising from issue of shares by certain subsidiaries.

3 The share option reserve relates to share option scheme of the Company and its associated companies.


Consolidated Statement of Changes in Equity (continued)For the financial year ended 31 December 2012


the groupnote 2012 2011

$’000 $’000(restated)

cash flows from operating activities:Profit for the financial year, net of tax 119,965 80,145Adjustments for:

Taxation 8 7,361 6,230Share of results of associated companies 14 (19,235) (9,971)(Gain)/loss on dilution of investment in an associated company (net) 14 (73) 1,315Fair value (gains)/losses on investment properties 12 (23,492) 97Investment income 5 (49,854) (55,192)Interest income 5 (1,079) (687)Finance expenses 245 64Depreciation of property, plant and equipment 11 4,556 5,522Impairment of property, plant and equipment 6 – 12,553Expensing of share options 27 173 274Property, plant and equipment written off 7 76 123Loss on disposal of property, plant and equipment 7 23 221Inventories written down 17 66 251Allowance/(Write-back of allowance) for impairment of receivables 7 354 (8)Write-back of unclaimed dividends 5 (214) (74)Loss on disposal of available-for-sale financial assets (net) 1,885 –Currency translation losses 1,583 351

operating profit before working capital changes 42,340 41,214(Increase)/decrease in inventories (1,787) 645Decrease/(increase) in trade and other receivables 1,054 (2,026)Increase in trade and other payables 5,033 1,507cash generated from operations 46,640 41,340Investment income received 49,854 22,134Interest income received 1,105 304Net taxation paid (8,339) (5,764)net cash provided by operating activities 89,260 58,014

cash flows from investing activitiesProceeds from disposal of available-for-sale financial assets 19,806 –Purchase of available-for-sale financial assets 15 (11,867) (30,478)Purchase of property, plant and equipment 11 (5,663) (12,883)Dividends from associated companies 2,505 2,009Improvements to investment properties 12 (2,446) (701)Purchase of additional stake in an associated company 14 (1,311) –Proceeds from sale of property, plant and equipment 8 116Purchase of investment property 12 – (5,353)Purchase of non-controlling interests in a subsidiary 13 – (5,134)net cash provided by/(used in) investing activities 1,032 (52,424)


Consolidated Statement of Cash FlowsFor the financial year ended 31 December 2012

60

the groupnote 2012 2011

$’000 $’000(restated)

cash flows from financing activities Payment of dividends to shareholders of the Company 9 (39,607) (39,603)Proceeds from borrowings 11,868 11,433Proceeds from issue of share capital 23 987 772Interest expense paid (253) (36)Bank deposits pledged (110) (25)net cash used in financing activities (27,115) (27,459)

net increase/(decrease) in cash and cash equivalents 63,177 (21,869)Cash and cash equivalents at beginning of the financial year 19 87,430 109,837Effects of currency translation on cash and cash equivalents (1,147) (538)cash and cash equivalents at end of the financial year 19 149,460 87,430


Consolidated Statement of Cash Flows (continued)For the financial year ended 31 December 2012


Notes to The Financial StatementsFor the financial year ended 31 December 2012

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

1. generAl

Haw Par Corporation Limited (the “Company”) is incorporated and domiciled in Singapore and is listed on the Singapore Exchange. The address of its registered office is as follows:

401 Commonwealth Drive #03-03 Haw Par Technocentre Singapore 149598

The Company is the owner of the “Tiger” trademarks and is the holding company of the Group.

The principal activities of the Company are licensing of the “Tiger” trademarks and owning investments for long term holding purposes.

The principal activities of the Group are as follows:

(a) manufacturing, marketing and trading healthcare products;(b) providing leisure-related goods and services; and(c) investing in properties and securities.

2. significAnt Accounting policies

(a) basis of preparation The financial statements have been prepared in accordance with Singapore Financial Reporting

Standards (“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. An area involving a higher degree of judgment or complexity, or where assumptions and estimates are significant to the financial statements, is disclosed in Note 3.

Interpretations and amendments to published standards effective in 2012On 1 January 2012, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) that are mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS.

The adoption of these new or revised FRS and INT FRS did not result in substantial changes to the Group’s and Company’s accounting policies and has no material effect on the amounts reported for the current or prior financial years except for the adoption of the amendment to FRS 12. On 1 January 2012, the Group adopted the amendments to FRS 12 Income Taxes which are relevant and effective for annual periods beginning on or after 1 January 2012. The amendment introduces a presumption that an investment property measured at fair value is recoverable entirely through its sale. Previously, the Group had recognised deferred tax liabilities on revaluation of its investment properties.

Under the amendment, the deferred tax liabilities on the Group’s investment properties will be recognised on the basis of recovery through sale. This change in accounting policy has been applied retrospectively. Accordingly, the comparatives have been restated.

62


2. significAnt Accounting policies (continued)

(a) basis of preparation (continued)

Interpretations and amendments to published standards effective in 2012 (continued)

The effects on the comparatives arising from the adoption of the amendments to FRS 12 are as follows:

Effect on consolidated statement of financial position

group31/12/2012 31/12/2011 31/12/2010

s$’000 s$’000 s$’000increase/(Decrease)

Revenue reserve 12,959 9,036 9,999Deferred income tax liabilities (12,959) (9,036) (9,999)

Effect on consolidated income statement

group2012 2011

s$’000 s$’000increase/(Decrease)

Taxation (3,923) 966

Profit attributable to:Equity holders of the Company 3,923 (966)

Earnings per share attributable to equity holders of the Company cents cents– Basic 1.98 (0.49)– Diluted 1.98 (0.49)

The Group has also early adopted the amendment to FRS 1 Presentation of Items of Other Comprehensive Income on 1 January 2012. The amendment is applicable retrospectively to annual periods beginning on or after 1 July 2012 with early adoption permitted. It requires items presented in other comprehensive income (“OCI”) to be separated into two groups, based on whether or not they may be recycled to profit or loss in the future.

The amendment to FRS 1 has no impact on the statement of financial position.

(b) revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods

and rendering of services, in the ordinary course of the Group’s activities, net of goods and services tax, rebates and discounts, and after eliminating sales within the Group. Revenue is recognised as follows:

(1) Sale of goodsRevenue from sale of goods is recognised when a Group entity has transferred to the customer the significant risks and rewards of the ownership of the goods, and collectibility of the related receivables is reasonably assured.




(b) revenue recognition (continued)

(2) Rendering of services Revenue from services is recognised upon rendering of services.

(3) Interest incomeInterest income is recognised on a time proportion basis using the effective interest method.

(4) Dividend incomeDividend income from subsidiaries, associated companies and available-for-sale financial assets is recognised when the right to receive payment is established.

(5) Rental incomeRental income from operating leases on investment properties is recognised on a straight-line basis over the lease term.

(c) group accounting (1) Subsidiaries (i) Consolidation

Subsidiaries are entities over which the Group has power to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary attributable to the interests which are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and statement of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

(ii) Acquisitions

The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.

64



(c) group accounting (continued)

(1) Subsidiaries (continued)

(ii) Acquisitions (continued)

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. Please refer to Note 2(e)(1) for the Group’s accounting policy on goodwill on acquisition of subsidiaries.

(iii) Disposals

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

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.

(2) Transactions with non-controlling interests Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary is accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company. Please refer to Note 2(g) for the Company’s accounting policy on investments in subsidiaries and associated companies.

(3) Associated companiesAssociated companies are entities over which the Group has significant influence, but not control, generally accompanying a shareholding of between and including 20% and 50% of the voting rights. Investments in associated companies are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses, if any. Investments in associated companies in the consolidated statement of financial position include goodwill (net of accumulated impairment loss) identified on acquisition, where applicable. Please refer to Note 2(e)(1) for the Group’s accounting policy on goodwill.




(c) group accounting (continued)

(3) Associated companies (continued)

(i) Acquisitions

Investments in associated companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies represents the excess of the cost of acquisition of the associate over the Group’s share of the fair value of the identifiable net assets of the associate and is included in the carrying amount of the investments.

(ii) Equity method of accounting

In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits or losses are recognised in profit or loss and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. These post-acquisition movements and distributions received from the associated companies are adjusted against the carrying amount of the investments. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company, including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has obligations to make or has made payments on behalf of the associated company.

Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associated companies have been changed where necessary to ensure consistency with the accounting policies adopted by the Group.

(iii) Disposals

Gains and losses arising from partial disposals or dilutions in investments in associated companies in which significant influence is retained are recognised in profit or loss.

Investments in associated companies are derecognised when the Group loses significant influence. Any retained equity interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained interest at the date when significant influence is lost and its fair value is recognised in profit or loss.

Please refer to Note 2(g) for the Company’s accounting policy on investments in subsidiaries and associated companies.

(d) property, plant and equipment (1) Leasehold land and buildings

Leasehold land and buildings are stated at cost less accumulated depreciation and accumulated impairment losses (Note 2(h)(2)).

(2) Other property, plant and equipment Plant, equipment, furniture, vehicles and marine livestock are stated at cost less accumulated depreciation and accumulated impairment losses (Note 2(h)(2)).

66



(d) property, plant and equipment (continued)

(3) Components of costsThe cost of an item of property, plant and equipment includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The projected cost of dismantlement, removal or restoration is also included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.

(4) Depreciation Depreciation is calculated using a straight-line method to allocate the depreciable amounts of property, plant and equipment over their estimated useful lives as follows:

Leasehold land and buildings – 50 years or over the term of the lease, whichever is shorter

Plant, equipment, furniture and vehicles – 4 to 10 years

Marine livestock – 5 years

Construction-in-progress assets are not depreciated until they are brought to use. Fully depreciated assets are retained in the financial statements until they are no longer in use.

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each financial year-end to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. The effects of any revision are recognised in the profit or loss for the financial year in which the changes arise.

(5) Subsequent expenditureSubsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in the profit or loss when incurred.

(6) Disposal On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in the profit or loss.

(e) intangible assets(1) Goodwill

Goodwill on acquisitions of subsidiaries and business on or after 1 January 2010 represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired.

Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and on acquisition of associated companies represents the excess of the cost of the acquisition over the fair value of the Group’s share of their identifiable net assets at the date of acquisition.




(e) intangible assets (continued)

(1) Goodwill (continued)

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

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

Gains and losses on the disposal of subsidiaries and associated companies include the carrying amount of goodwill relating to the entity sold, except for goodwill arising from acquisitions prior to 1 January 2001. Such goodwill was adjusted against retained profits in the year of acquisition and is not recognised in profit or loss on disposal.

(2) TrademarksTrademarks are stated at cost less accumulated amortisation and accumulated impairment losses (Note 2(h)(2)). Amortisation is calculated using the straight line method to allocate the cost of trademarks over a period not exceeding 20 years. These have been fully amortised as at the end of the reporting period.

(3) Deferred expenditureDeferred expenditure comprises technology fee paid in advance, clinical trial expenses and television advertisement production costs, which are recognised as assets as they generate future economic benefits. Technology fee expense paid in advance for the use of a third party’s technology is amortised using the straight line method over the period of the contract with the third party. Clinical trial expenses incurred for product registrations are amortised using the straight line method over a 5-year period. Television advertisement production costs are amortised using the straight line method over the estimated useful life of approximately 2-3 years.

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each financial year-end. The effects of any revision are recognised in profit or loss when the changes arise.

(f) investment properties Investment properties of the Group, principally comprising office and industrial buildings, are held for

long-term rental yields and/or capital appreciation and are not substantially occupied by the Group.

Investment properties are classified as non-current assets, initially recognised at cost and subsequently carried at fair value, determined annually by independent professional valuers on the highest-and-best-use basis. Changes in fair values are recognised in profit or loss.

Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised as additions and the carrying amounts of the replaced components are written off to profit or loss. The cost of maintenance, repairs and minor improvements is charged to profit or loss when incurred.

On disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

68



(g) investments in subsidiaries and associated companies Investments in subsidiaries and associated companies are stated at cost less accumulated impairment

losses (Note 2(h)(2)) in the Company’s statement of financial position. On disposal of investments in subsidiaries and associated companies, the difference between net disposal proceeds and the carrying amount of the net investments are recognised in profit or loss.

(h) impairment of non-financial assets (1) Goodwill

Goodwill, recognised separately as an intangible asset, is tested annually for impairment and whenever there is any indication that the goodwill may be impaired.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash generating units (“CGU”) expected to benefit from synergies of the business combination.

An impairment loss is recognised when the carrying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill is recognised in profit or loss and is not reversed in a subsequent period.

(2) Intangible assets, Property, plant and equipment and Investments in subsidiaries and associated companiesIntangible assets, property, plant and equipment and investments in subsidiaries and associated companies are reviewed for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing of these assets, recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.




(i) financial assets (1) Classification

The Group classifies its investments in financial assets in the following categories: loans and receivables, available-for-sale and at fair value through profit or loss. The classification depends on the nature of the asset and the purpose for which the assets have been acquired. Management determines the classification of its financial assets at initial recognition.

Investments in convertible bonds are analysed into its non-derivative host contract debt securities and its embedded derivative. The non-derivative host contract is accounted for as financial assets, available-for-sale and its embedded derivative is accounted for as financial assets at fair value through profit or loss.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except those maturing later than 12 months after the end of the reporting period which are classified as non-current assets.

(ii) Financial assets, available-for-sale

Financial assets, available-for-sale are non-derivatives that are either designated in this category or not classified in any of the other categories.

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

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also classified as held for trading unless they are designated as hedges. Assets in this category are presented as current assets if they are either held for trading or are expected to be realised within 12 months after the reporting period.

(2) Recognition and derecognitionRegular way purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

On disposal of a financial asset, the difference between the net sale proceeds and its carrying amount is recognised in profit or loss. Any amount in other comprehensive income and accumulated in the fair value reserve relating to that asset is reclassified to profit or loss.

(3) Initial measurement Financial assets are initially recognised at fair value plus transaction costs except for financial

assets at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately as expenses.

70



(i) financial assets (continued)

(4) Subsequent measurementFinancial assets, both available-for-sale and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Changes in fair values of available-for-sale equity securities (i.e. non-monetary items) denominated in foreign currencies are recognised in other comprehensive income and accumulated in the fair value reserve, together with the related currency translation differences (except for hedged amounts). Dividend income on available-for-sale equity securities is recognised separately in profit or loss and in accordance with Note 2(b)(4).

For investments in the non-derivative host contract of the convertible bonds, interest is calculated using the effective interest method and is recognised in profit or loss as interest income. Changes in the fair value of these non-derivative host contracts are recognised in other comprehensive income and accumulated in the fair value reserve.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in profit or loss when the changes arise.

(5) Impairment The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

(i) Loans and receivables

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay in payments are objective evidence that these financial assets are impaired.

The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.

The allowance for impairment loss account is reduced through profit or loss in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.

(ii) Financial assets, available-for-sale

In addition to the objective evidence of impairment described in Note 2(i)(5)(i), a significant or prolonged decline in the fair value of an equity security below its cost is considered as an indicator that the available-for-sale financial asset is impaired.




(i) financial assets (continued)

(5) Impairment (continued)

(ii) Financial assets, available-for-sale (continued)

If any evidence of impairment exists, the cumulative loss that was previously recognised in other comprehensive income is reclassified to profit or loss. The cumulative loss is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss previously recognised as an expense. The impairment losses recognised as an expense on equity securities are not reversed through profit or loss.

(j) inventoriesInventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but exclude borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and applicable variable selling expenses.

(k) operating leases (1) When a group company is the lessee:

Leases of property, plant and equipment where a significant portion of the risks and rewards of ownership is retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

(2) When a group company is the lessor:Leases of investment properties to third parties where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as operating leases.

Rental income from operating leases (net of any incentives given to lessees) is recognised in profit or loss on a straight-line basis over the lease term.

When an operating lease is terminated before the lease period has expired, any payment required to be made by the lessee by way of penalty is recognised as an income in the period in which termination takes place, provided collection is reasonably assured.

(l) trade and other payables Trade and other payables are initially recognised at fair value, and subsequently measured at amortised

cost, using the effective interest method.

(m) income taxes Current income tax for current and prior periods are recognised at the amounts expected to be paid

to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

72



(m) income taxes (continued)

Deferred income tax are recognised for all deductible/taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss.

Deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and associated companies, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period; and

(ii) based on the tax consequence that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities.

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

(n) employee benefits (1) Defined contribution plans Defined contribution plans are post-employment benefit plans under which the Group pays fixed

contributions into separate entities such as Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contribution are recognised as employee expense when they are due, unless they can be capitalised as an asset.

(2) Share-based compensationThe Group operates an equity-settled, share-based compensation plan. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense in profit or loss with a corresponding increase in share option reserve within equity over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted on the date of grant. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on vesting date. At the end of each reporting period, the Group revises its estimates of the number of shares under options that are expected to become exercisable on vesting date and recognises the impact of the revision of estimates in profit or loss, with a corresponding adjustment to the share option reserve over the remaining vesting period.




(o) hedging activitiesThe Group documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, on whether the derivatives designated as hedging instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items. A non-derivative financial asset or non-derivative financial liability may be designated as a hedging instrument for a hedge of a foreign currency risk.

The fair value changes on the hedged item resulting from currency risk are recognised in profit or loss. The fair value changes on the portion of the hedging instrument designated as fair value hedges are recognised in profit or loss within the same line item as the fair value changes from the hedged item.

(p) fair value estimationThe fair values of current financial assets and liabilities, carried at amortised cost, are assumed to approximate their carrying amounts.

The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices obtained from stock exchange at the end of the reporting period. The quoted market prices used for financial assets held by the Group are the current bid prices; the appropriate quoted market prices for financial liabilities are the current asking prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses a variety of methods such as estimated discounted cash flow analyses.

(q) currency translation (1) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements of the Group are presented in Singapore Dollar, which is the Company’s functional currency.

(2) Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are translated

into the functional currency using the exchange rates prevailing at the dates of transactions. Currency translation gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the end of the reporting period are recognised in profit or loss, except for currency translation differences on the net investment in foreign operations, borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges for foreign operations, which are included in other comprehensive income and accumulated in the foreign currency translation reserve within equity.

When a foreign operation is disposed of or any borrowings forming part of the net investment of the foreign operation are repaid, a proportionate share of the accumulated translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.

74



(q) currency translation (continued)

(2) Transactions and balances (continued)

Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. Currency translation differences on non-monetary items whereby gains or losses are recognised in other comprehensive income, such as equity investments classified as available-for-sale financial assets are included in the fair value reserve.

(3) Translation of Group entities’ financial statements The results and financial position of Group entities (none of which has the currency of a hyperinflationary economy) that are in functional currencies different from the presentation currency are translated into the presentation currency as follows:

(i) Assets and liabilities are translated at the closing rates at the reporting date;

(ii) Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case, income and expenses are translated at the dates of the transactions); and

(ii) All resulting currency exchange differences are recognised in other comprehensive income and accumulated in currency translation reserve within equity.

Goodwill and fair value adjustments arising from the acquisition of a foreign entity on or after 1 January 2005 are treated as assets and liabilities of the foreign entity and translated at the closing rates at the date of the end of the reporting date. For acquisitions prior to 1 January 2005, the exchange rates at the dates of the acquisition are used.

(r) segment reportingOperating segments are reported in a manner consistent with the internal reporting provided to the Executive Committee and Investment Committee whose members are responsible for allocating resources and assessing performance of the operating segments.

(s) cash and cash equivalents For purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents

include cash and bank balances, deposits with financial institutions, bank overdrafts, if any and excludes bank deposits pledged as security.

(t) share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account. When the Company’s ordinary shares are repurchased, the weighted average cost of each share is written off against the share capital, with the remaining amounts written off against the retained earnings of the Company.

(u) Dividends Dividends to the Company’s shareholders are recognised when the dividends are approved by the

shareholders.




(v) government grants Grants from the government are recognised as a receivable at their fair value when there is reasonable

assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate on a systematic basis. Government grants relating to expenses are shown separately as other income.

(w) financial guarantees The Company had issued corporate guarantees to banks for credit facilities of its subsidiaries. These guarantees are financial guarantee contracts as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments when due in accordance with terms of their credit facilities.

Financial guarantee contracts are initially recognised at their fair values plus transaction costs in the Company’s statement of financial position.

Financial guarantee contracts are subsequently amortised to profit or loss over the period of the subsidiaries’ borrowings, unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, the financial guarantee contracts shall be carried at the expected amount payable to the bank in the Company’s statement of financial position.

(x) borrowings Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case, they are presented as non-current liabilities.

Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowing costs are recognised in profit or loss using the effective interest method.

3. criticAl Accounting estimAtes AnD juDgements

Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal to the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Impairment of goodwill and property, plant and equipment

The Group tests annually whether goodwill and property, plant and equipment have suffered any impairment, in accordance with the accounting policy stated in Note 2(h)(1) and Note 2(h)(2) respectively. The recoverable amounts of these assets and where applicable, cash-generating units, have been determined based on value-in-use calculations. These calculations require the use of estimates. Based on the positive recoverable amount that exceeded the carrying amount of goodwill and property, plant and equipment, there is no impairment.

76


3. criticAl Accounting estimAtes AnD juDgements (continued)

Impairment of goodwill and property, plant and equipment (continued)

As the estimates and assumptions used are reasonably conservative, it will require a significant variation to the estimates and assumptions to result in any impairment adjustments. Please refer to Note 16(a) for details on goodwill impairment tests.

4. revenue

Revenue of the Group represents invoiced sales and services, and rental income but excludes dividend income, interest income and intra-group transactions.


2011$’000

Sale of goods 97,791 88,515Rendering of services 24,483 27,409Rental income 17,075 16,751

139,349 132,675

5. other income


2011$’000

Investment income from gross one-tier dividends from quoted equity investments 49,854 55,192

Gain on disposal of available-for-sale financial assets 235 –Write-back of unclaimed dividends 214 74Interest income from:– Deposits 635 458– Available-for-sale financial assets 444 229

1,079 687Service and rental fee 905 948Miscellaneous income 617 2,152

52,904 59,053

note:

In the previous financial year 2011, approximately $33,058,000 of dividends were non-cash and shares obtained in lieu of dividends.

6. other losses


2011$’000

Impairment loss of property, plant and equipment (Note 11) – 12,553



7. nAture of expenses


2011$’000

Purchase of inventories 37,153 30,841Changes in inventories (1,787) 896

35,366 31,737Sales and marketing expenses 24,868 21,301Employee benefits (Note 27(a)) Depreciation of property, plant and equipment (Note 11)

21,5064,556

20,6225,522

Utilities 3,922 4,209Repair & Maintenance 3,235 3,319Loss on disposal of available-for-sale financial assets 2,120 –Property Tax 2,108 2,272Foreign exchange loss, net 1,852 742Auditors’ remuneration:– Auditor of the Company:

– audit fees 376 373– non-audit fees 163 19– under provision of audit fees in respect of prior year 5 –

– Other auditors:– audit fees 53 33– non-audit fees 31 5

Professional & legal fee 480 1,744Allowance/(Write-back of allowance) for impairment of receivables Trademark expensesFinance expense

354310245

(8)31764

Property, plant and equipment written offInventories written down

7666

123251

Loss on disposal of property, plant and equipment 23 221

8. tAxAtion


2011$’000

(restated)

Tax expense attributable to profit is made up of:

Current taxationCurrent year:– Singapore 5,906 5,802– Overseas 1,901 2,192

7,807 7,994Over provision in respect of previous years:– Singapore (74) (1,872)– Overseas (2) (93)

(76) (1,965)

78


8. tAxAtion (continued)


2011$’000

(restated)

Deferred taxationOrigination and reversal of temporary differences:– Singapore (209) (113)– Overseas (75) 393

(284) 280Over provision in respect of previous years:– Singapore (86) –– Overseas – (79)

(86) (79)7,361 6,230

The tax expense on accounting profit differs from the amount that would arise using the Singapore standard rate of income tax due to the following:

2012$’000

2011$’000

(restated)

Profit before taxation 127,326 86,375Share of profit of associated companies, net of tax and gain/(loss)

on dilution of investment in an associated company (net) (19,308) (8,656)Profit before taxation and share of profit of associated companies and

gain/(loss) on dilution of investment in an associated company (net) 108,018 77,719

Taxation at applicable Singapore tax rate of 17% (2011: 17%) 18,363 13,212Adjustments:– Tax rate difference in subsidiaries 868 461– Tax effect of expenses not deductible for tax purposes 1,564 4,968– Tax effect of income not subject to tax (12,662) (10,869)– Tax rebates and exemptions (358) (363)– Utilisation of tax losses not recognised in previous years (161) (73)– Deferred income tax asset not recognised 263 716– (Originating)/reversal of previous years’ temporary differences (381) 31– Over provision in respect of previous years (162) (2,044)– Other 27 191Taxation expense 7,361 6,230

There is no tax charge/credit relating to the component of other comprehensive income except for fair value gains/(losses) on available-for-sale financial assets for which the deferred tax relating to it is disclosed in Note 22 to the financial statements.



9. DiviDenDs pAiD

the group and the company

2012$’000

2011$’000

Ordinary dividends paid: Final exempt 2011 dividend of 14 cents per share

(2011: Final 2010 dividend of 14 cents per share) 27,724 27,722Interim exempt 2012 dividend of 6 cents per

share (2011: 6 cents per share) 11,883 11,88139,607 39,603

Dividend per share (net of tax) 20.0 cents 20.0 cents

The Directors recommend a final tax exempt one-tier dividend of 14 cents per share, amounting to approximately $27.7 million to be paid for the financial year ended 31 December 2012 (2011: 14 cents per share amounting to approximately $27.7 million). These financial statements do not reflect this dividend, which will be accounted for in the shareholders’ equity as an appropriation of revenue reserve in the financial year ending 31 December 2013.

10. eArnings per shAre


2011$’000

(restated)

Earnings for the financial year 119,965 79,808

’000 ’000Weighted average number of ordinary shares for calculation of

basic earnings per share 198,073 197,992Dilution adjustment for share options 40 13Adjusted weighted average number of shares for calculation of

diluted earnings per share 198,113 198,005

Earnings per share attributable to equity holders of the Company

– Basic 60.6 cents 40.3 cents

– Diluted 60.6 cents 40.3 cents

80


10. eArnings per shAre (continued)

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year.

The diluted earnings per share is adjusted for the effects of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares which is share options. A calculation is carried out to determine the number of shares that could have been issued at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issuance of ordinary shares for no consideration. No adjustment is made to earnings (numerator).

11. propertY, plAnt AnD equipment

leasehold land andbuildings

plant,equipment,

furnitureand

vehiclesmarine

livestockconstruction-

in-progress total$’000 $’000 $’000 $’000 $’000

the group

CostAt 1 January 2012 35,432 46,568 719 10,825 93,544Additions 1,433 4,184 46 – 5,663Disposals/write-offsReclassification of asset

(12)7,891

(382)2,513

(52)–

–(10,404)

(446)–

Currency translation differences (592) (251) (4) (421) (1,268)At 31 December 2012 44,152 52,632 709 – 97,493

Accumulated depreciation and impairment losses

At 1 January 2012 20,104 34,966 609 – 55,679Charge for 2012 1,759 2,756 41 – 4,556Disposals/write-offs – (317) (22) – (339)Currency translation differences (212) (134) (4) – (350)At 31 December 2012 21,651 37,271 624 – 59,546

Net book valueAt 31 December 2012 22,501 15,361 85 – 37,947



11. propertY, plAnt AnD equipment (continued)

leasehold land andbuildings

plant,equipment,

furnitureand

vehiclesmarine

livestockconstruction-

in-progress total$’000 $’000 $’000 $’000 $’000

the group

CostAt 1 January 2011 43,681 50,052 1,159 2,117 97,009Additions 1,061 3,093 125 8,604 12,883Disposals/write-offs (4) (669) (556) – (1,229)Impairment losses (Note 6) (8,770) (5,796) – – (14,566)Currency translation differences (536) (112) (9) 104 (553)At 31 December 2011 35,432 46,568 719 10,825 93,544

Accumulated depreciation and impairment losses

At 1 January 2011 18,973 33,458 730 – 53,161Charge for 2011 1,981 3,435 106 – 5,522Disposals/write-offs (3) (542) (224) – (769)Impairment losses (Note 6) (667) (1,346) – – (2,013)Currency translation differences (180) (39) (3) – (222)At 31 December 2011 20,104 34,966 609 – 55,679

Net book valueAt 31 December 2011 15,328 11,602 110 10,825 37,865

Included in leasehold land and buildings is land use rights amounting to $1,003,000 (2011: $1,054,000).

In the previous financial year 2011, an oceanarium in Leisure division had ceased its operations and all its property, plant and equipment has been fully impaired, resulting in an impairment loss of $12,553,000.

12. investment properties


2011$’000

Beginning of financial year 187,039 181,642Additions – 5,353Improvements 2,446 701Fair value gains/(losses) on investment properties recognised in profit or loss 23,492 (97)Currency translation differences (1,432) (560)End of financial year 211,545 187,039

At valuation: Freehold and 999-year leasehold properties 44,545 41,839 Leasehold properties 167,000 145,200

82


12. investment properties (continued)

All investment properties of the Group are based on open market valuations carried out by independent professional valuers annually based on the properties’ highest-and-best-use using the Direct Market Comparison Method.

Investment properties are mainly leased to third parties under operating leases (Note 26(b)).

Certain investment properties valued at approximately $167,000,000 (2011: $145,200,000) are pledged to the banks as security for bank credit facilities (Note 21).

Fair value changes of investment properties amounting to gains of approximately $23,492,000 (2011: losses of $97,000) are non-cash in nature.

The following amounts are recognised in profit or loss:the group

2012$’000

2011$’000

Rental income (Note 4) 17,075 16,751Direct operating expenses arising from investment properties that

generated rental income (5,128) (4,887) The details of the Group’s investment properties are as follows:

investment properties Description

tenure of land

independent valuer

valuation date

Haw Par Glass Tower178 Clemenceau AvenueSingapore 239926

9-storey office building on a land area of 899 square metres. The lettable area is 3,316 square metres.

99-year lease from 2 June 1970

DTZ Debenham Tie Leung (SEA) Pte Ltd

31 December 2012

Haw Par Centre180 Clemenceau AvenueSingapore 239922

6-storey office building on a land area of 2,464 square metres. The lettable area is 10,251 square metres.

99-year lease from 1 September 1952


31 December 2012

Haw Par Technocentre401 Commonwealth DriveSingapore 149598

7-storey industrial building on a land area of 8,131 square metres. The lettable area is 15,700 square metres.

99-year lease from 1 March 1963


31 December 2012

Menara Haw ParLot 242, Jalan SultanIsmail, 50250 Kuala LumpurMalaysia

32-storey office building on a land area of 2,636 square metres and a parcel of commercial land of 1,294 square metres. The lettable area of the building is 16,074 square metres.

Freehold DTZ Nawawi Tie Leung Property Consultants Sdn Bhd

31 December 2012

Westlands CentreUnits 1405-1407Westlands Centre20 Westlands RoadQuarry BayHong Kong

3 units of office/ industrial space with a lettable area of 475 square metres.

999-year lease DTZ Debenham Tie Leung Limited

31 December 2012



13. investment in subsiDiAries

the company2012$’000

2011$’000

Equity investments at cost:Unquoted, at written down cost 421,095 421,095Allowance for impairment in value (39,138) (39,138)

381,957 381,957

Details of significant subsidiaries are shown in Note 31.

the company2012$’000

2011$’000

Equity investments at cost:Beginning and end of financial year 421,095 421,095

In July 2011, the Group acquired 45% of the issued share capital of Underwater World Pattaya Ltd for $5,134,000. This resulted in the Group’s effective equity interest in Underwater World Pattaya Ltd being raised from 46.6% to 91.6%. As this was a transaction with non-controlling shareholders, the difference of $2,502,000 between the cash consideration paid and the Group’s additional share of the net assets was recognised directly in revenue reserve in the consolidated statement of financial position as at 31 December 2011.

The effects of changes in ownership interest in a subsidiary are as follows:


2011$’000

Consideration paid – 5,134Carrying amount of net assets acquired – (7,541)Foreign currency translation reserve – (95)Difference recognised in revenue reserve – (2,502)

84


14. investment in AssociAteD compAnies

the group the company2012 2011 2012 2011

$’000 $’000 $’000 $’000

Equity investment at cost 2,895 2,895

Beginning of financial year 100,468 91,702Addition 1,311 –Credited/(charged) to profit or loss:– Share of profits (Note a) 19,235 9,971– Gain/(loss) on dilution (net) 73 (1,315)

19,308 8,656(Charged)/credited to othercomprehensive income/(expense):– Share of translation reserves (551) 3,110– Share of other comprehensive

income/(expense) 1,750 (241)1,199 2,869

Dividends received/receivable (600) (2,505)Currency translation differences (7,202) (254)End of financial year 114,484 100,468

The summarised Group’s share of financial information of associated companies are as follows:

– Assets 130,406 120,218 – Liabilities (15,873) (15,905) – Revenues 67,768 73,104 – Net profit 19,235 9,971

Share of associated companies contingent liabilities incurred jointly with other investors – –

Contingent liabilities relating to liabilities of associates for which the Group is severally liable – –

a) Share of profits included an exceptional gain from the sale of an associated company that is not expected to recur.

b) The investment in a Hong Kong Stock Exchange listed associate has a cost denominated in Hong Kong dollars with a Singapore-dollars equivalent of $44,578,000 (2011: $43,267,000). The fair value at the end of the reporting period is $147,508,000 (2011: $86,725,706). This is based on its quoted bid price as at 31 December 2012 and the exchange rate of $1 = HK$6.37 (2011: $1 = HK$5.95).



14. investment in AssociAteD compAnies (continued)

Investments in associated companies at 31 December 2012 include intangible assets of $1,956,000 (2011: $2,125,000).

Details of associated companies are set out in Note 31. Note 31(iv) explains the basis of equity accounting for an associated company, which has a different financial year end.

15. AvAilAble-for-sAle finAnciAl Assets


$’000 $’000 $’000 $’000

Beginning of financial year 1,421,681 1,574,861 427 455Additions 11,867 63,536 – –Fair value gains/(losses) recognised in

other comprehensive income 403,178 (217,818) (26) (28)Amortisation of discount 167 104 – –Disposals (20,312) – – –Currency translation differences (737) 998 – –End of financial year 1,815,844 1,421,681 401 427Less: Non-current portion (1,446,017) (1,117,520) (401) (427)Current portion 369,827 304,161 – –

Available-for-sale financial assets are analysed as follows:


$’000 $’000 $’000 $’000

Quoted investments– Equity securities 1,815,300 1,401,878 – –– Debt securities – 19,267 – –Unquoted investments 544 536 401 427

1,815,844 1,421,681 401 427

The quoted investments are mainly listed in Singapore (Note 28(a)) and held in Singapore. In the previous financial year 2011, approximately $33,058,000 of additions were non-cash and shares obtained in lieu of dividends.

Certain available-for-sale financial assets valued at $174,828,000 (2011: $165,013,000) are pledged as security for bank credit facilities (Note 21).

86


16. intAngible Assets


$’000 $’000 $’000 $’000

Goodwill on consolidation 11,116 11,116 – –Trademarks and deferred expenditure – – – –

11,116 11,116 – –

(a) goodwill on consolidation

the group2012 2011$’000 $’000

Cost Balance at beginning and end of financial year 11,116 11,116

Impairment test for goodwill

The goodwill is allocated to the healthcare division of the Group, which is regarded as a cash-generating unit (“CGU”).

During the financial year, the Group has determined that there is no impairment of its CGU containing the goodwill. The recoverable amount (i.e. higher of value-in-use and fair value less costs to sell) of the CGU is determined on the basis of value-in-use calculations. These calculations incorporate cash flow projections by management covering a twenty-year period.

Key assumptions used for value-in-use calculations:

Discount rate 6.3% (2011: 6.74%)Growth rate 0.0% (2011: 0.00%)

These assumptions have been used for the analysis of the CGU. The discount rate used is post-tax and reflects specific risks relating to the healthcare division. Management has used a 0% growth rate on grounds of prudence.



16. intAngible Assets (continued)

(b) trademarks and deferred expenditure

trademarksDeferred

expenditure$’000 $’000

the group

Net book value2012Beginning and end of financial year – –

2011Beginning and end of financial year – –

At 31 December 2012 and 2011:Cost 3,200 1,400Less: Accumulated amortisation (3,200) (1,400)Net book value – –

trademarks$’000

the company

Balance at 1 January and 31 December 2012, net of accumulated amortisation –

At 31 December 2012:Cost 2,000Less: Accumulated amortisation (2,000)Net book value –

The Company and its wholly-owned subsidiary, Haw Par Brothers International (HK) Ltd (“HPBIHK”) own the “Tiger” (Cost: $2.0 million) and “Kwan Loong” (“Double Lion”) (Cost: HK$5.58 million) trademarks respectively. The Company and HPBIHK (together “the Licensors”), licensed to Haw Par Healthcare Limited (“HPH”), another wholly-owned subsidiary, the exclusive right to manufacture, distribute, market and sell “Tiger” and “Kwan Loong” products worldwide until 31 December 2012. These licensing arrangements have been renewed for a further period of 25 years until 31 December 2037 and can be renewable for a further period of 25 years on terms to be mutually agreed between the Licensors and HPH.

88


17. inventories


2011$’000

Trading stocks 292 284Manufacturing stocks 6,850 6,079Finished stocks 2,958 2,016Total 10,100 8,379

The cost of inventories recognised as expense and included in “Cost of sales” amounted to $35,366,000 (2011: $31,737,000).

During the financial year, the Group recognised inventories written down of $66,000 (2011: $251,000). The inventories written off have been included in “Cost of sales” in profit or loss.

18. trADe AnD other receivAbles

the group the company2012$’000

2011$’000

2012$’000

2011$’000

Trade receivables 14,845 15,301 1,865 1,620Less: Allowance for impairment

of receivables (330) – – –Trade receivables (net) 14,515 15,301 1,865 1,620

Advances to subsidiaries – – 87,650 133,598Deposits 1,187 1,574 4 4Dividend receivable – 1,905 – –Interest receivable 115 310 90 –Sundry receivables Less: Allowance for impairment of

other receivables

1,977

(15)

1,927

–

55

–

67

–Other receivables (net) 3,264 5,716 87,799 133,669

Total 17,779 21,017 89,664 135,289

Advances to subsidiaries by the Company are non-trade, unsecured, interest-free (2011: interest-free) and are repayable on demand. The carrying values of the advances approximate their fair values.

The carrying amounts of deposit, dividends and interest receivables and sundry receivables approximate their fair values.



19. cAsh AnD cAsh equivAlents


2011$’000

2012$’000

2011$’000

Short term bank deposits 133,116 72,952 126,390 55,719Cash at bank and on hand 17,999 16,023 2,099 1,239

151,115 88,975 128,489 56,958

The carrying amounts of cash and cash equivalents approximate their fair values.

Included in the cash and cash equivalents are bank deposits and cash on hand amounting to $3,639,000 (2011: $5,379,000) which is less freely remittable for use by the Group because of currency exchange restrictions.

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following:


2011$’000

Deposits with banks and financial institutions 133,116 72,952Cash and bank balances 17,999 16,023Less: Bank deposits pledged for banking facilities (1,655) (1,545)Cash and cash equivalents per consolidated statement of cash flows 149,460 87,430

20. trADe AnD other pAYAbles


2011$’000

2012$’000

2011$’000

Trade creditors 4,349 3,842 – –Bills payable (trade) 19 78 – –Accrued advertisement and

promotion expenses 17,726 14,303 – –Accrued repairs and maintenance 479 711 – –Sundry accruals 5,538 4,890 814 990Other creditors 3,752 4,146 330 210Rental deposits 4,957 4,837 – –Unclaimed dividends 1,482 1,307 1,435 1,288Interest payable 20 28 20 28Advances from subsidiaries – – 121,817 128,235

38,322 34,142 124,416 130,751

The carrying values of trade creditors and advances approximate their fair values.

Advances from subsidiaries are non-trade, unsecured, interest free and are repayable on demand.

90


21. borroWings


2012$’000

2011$’000

Current Bank borrowings 23,028 12,407

Bank borrowings and credit facilities of the Group are secured over certain available-for-sale financial assets (Note 15) and certain investment properties (Note 12).

The carrying value of bank borrowings approximates its fair value.

22. DeferreD income tAxAtion

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the statement of financial position as follows:


2011$’000

2010$’000

2012$’000

2011$’000

(restated) (restated)

Deferred income tax assets– to be recovered within

12 months (485) (480) (540) – –– to be recovered after more

than 12 months (117) (121) (288) – –(602) (601) (828) – –

Deferred income tax liabilities

– to be settled within 12 months 200 1,101 240 – –

– to be settled after more than 12 months 49,089 34,128 44,125 – –

49,289 35,229 44,365 – –

48,687 34,628 43,537 – –



22. DeferreD income tAxAtion (continued)

The movements in the deferred income tax account are as follows:


2011$’000

2012$’000

2011$’000

(restated)

Beginning of financial year 43,664 53,536 – –Effects of adopting amendments to FRS 12 (9,036) (9,999) – –Balance at beginning of financial year,

as restated (Note 2a) 34,628 43,537 – –

Tax credited/(charged) to fair value reserve:– changes in fair value 14,410 (9,138) – –

Tax (credited)/charged to profit or loss:– change in tax rate 28 – – –– others (398) 201 – –

(370) 201 – –

Currency translation differences 19 28 – –End of financial year 48,687 34,628 – –

Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised deferred income tax assets arising from tax losses of $22.8 million (2011: $26.9 million) at the end of the reporting period. These tax losses can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies in their respective countries of incorporation. These tax losses have no expiry date.

The Group’s and Company’s deferred tax liabilities have been computed based on the corporate tax rate and tax laws prevailing at the end of the reporting period.

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year. For the financial year ended 31 December 2011, deferred income tax asset of $601,000 (2010: $828,000) has been reclassified from deferred income tax liabilities to deferred income tax asset in the statement of financial position in order to better reflect the nature of the deferred income tax account.

92



the groupThe movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) during the financial year are as follows:

Deferred income tax liabilities

fair valuechanges

on currentavailable-

for-salefinancial

assets$’000

Acceleratedtax

depreciation$’000

fair valuechanges on investment properties

$’000total$’000

2012Beginning of financial year,

as previously reported 33,297 1,932 9,036 44,265Effects of adopting Amendments to FRS 12 – – (9,036) (9,036)Balance at 1 January 2012, as restated

(Note 2a)33,297 1,932 – 35,229

Credited to equity:– changes in fair value 14,410 – – 14,410(Credited)/charged to profit or loss:– others – (347) – (347)Currency translation differences – (3) – (3)End of financial year 47,707 1,582 – 49,289

2011Beginning of financial year,

as previously reported 42,435 1,930 9,999 54,364Effects of adopting Amendments to FRS 12 – – (9,999) (9,999)Balance at 1 January 2011, as restated

(Note 2a)42,435 1,930 – 44,365

Credited to equity:– changes in fair value (9,138) – – (9,138)Charged to profit or loss:– others – 2 – 2Currency translation differences – – – –End of financial year 33,297 1,932 – 35,229




the group (continued)

Deferred income tax assets

payables$’000

tax losses$’000

total$’000

2012Beginning of financial year (246) (355) (601)Charged/(credited) to profit or loss (166) 143 (23)Currency translation differences 10 12 22End of financial year (402) (200) (602)

2011Beginning of financial year (357) (471) (828)Charged to profit or loss 100 99 199Currency translation differences 11 17 28End of financial year (246) (355) (601)

23. shAre cApitAl

number of shares Amount

‘000 $’000


2012Beginning of financial year 198,016 242,127Issue 168,000 ordinary shares by virtue of exercise of

share options (Note 27(c)) 168 987End of financial year 198,184 243,114

2011Beginning of financial year 197,880 241,355Issue 136,000 ordinary shares by virtue of exercise of

share options (Note 27(c)) 136 772End of financial year 198,016 242,127

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

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction.

Please refer to Note 27(b) for details of share options.

94


24. relAteD pArtY trAnsActions

In addition to other related party information disclosed elsewhere in the financial statements, the following transactions have been carried out between the Group and its related parties at terms agreed between the parties during the financial year:

(a) purchase of shares in an associated company During the financial year, an executive director and a key management personnel, who are nominee

directors in an associated company, were granted share options by the associated company. Upon exercising the share options, the shares were sold by the nominee directors to the Group at cost of approximately $1,311,000.

(b) share options granted to key managementThe aggregate number of share options granted and accepted to the key management of the Group during the financial year is 195,000 (2011: 249,000). The share options have been granted on the same terms and conditions as those offered to the other employees of the Company (Note 27(b)). The aggregate number of share options granted to the key management of the Group outstanding as at the end of the financial year is 602,000 (2011: 877,000).

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


2011$’000

Directors’ fees, salaries and other short-term employee benefits 3,548 4,019Employer’s contribution to Central Provident Fund and

other defined contribution plans 94 87Share options granted 145 175

3,787 4,281

Total compensation to directors of the Company included in the above amounted to $1,944,000 (2011: $2,428,000).

25. contingent liAbilities

Contingent liabilities relating to guarantees are:


2012$’000

2011$’000

In respect of guarantees given to banks in connection with facilities granted to subsidiaries 68 68



26. commitments

(a) capital commitments


2011$’000

2012$’000

2011$’000

Capital commitments authorised and contracted but not provided for in the consolidated financial statements 1,903 5,545 – –

The capital commitments above relate to construction of/purchases of property, plant and equipment and improvements to investment properties.

(b) operating lease commitments As a lessee

The Group leases certain offices, warehouses, and other premises under non-cancellable lease arrangements. Certain premises are further sub-leased to third parties under non-cancellable sub-lease agreements.


2011$’000

Lease rental expense 1,670 2,289Sub-lease rental income recognised in consolidated

income statement (1,003) (1,033)

Future minimum rentals payable under non-cancellable operating leases contracted for as of 31 December but not recognised as liabilities are as follows:


2011$’000

Within one year 486 1,040Between one year and five years 1,878 3,746After five years 1,518 13,060

3,882 17,846

As a lessor

The Group owns certain investment properties, which are tenanted under non-cancellable lease arrangements.

Future minimum rentals receivable under non-cancellable operating leases contracted for as of 31 December but not recognised as receivables are as follows:


2011$’000

Within one year 16,347 17,757Between one year and five years 15,245 16,863

31,592 34,620

96


27. emploYee benefits


2011$’000

(a) Staff costs (including Executive Directors):– salaries, bonuses and other costs 19,852 18,985– employer’s contribution to Central Provident Fund and

other defined contribution plans 1,481 1,363– expensing of share options 173 274

21,506 20,622 Key management’s remuneration is disclosed in Note (24(c)).

(b) The Company operates the Haw Par Corporation Group 2002 Share Option Scheme (“2002 Scheme”). The 2002 Scheme was approved by members of the Company on 22 May 2002 and further extended to 2017 on 20 April 2011.

The 2002 Scheme grants non-transferable options to selected employees and includes the participation by the non-executive directors. The maximum life-span of exercising the options is 10 years (exercise period). The options are exercisable beginning on the first anniversary from the date when the options are granted or the second anniversary if the options are granted at a discount to the market price under the 2002 Scheme. Once the options are vested, they are exercisable for a period of four years. The options may be exercised in full or in part in respect of 1,000 shares or any multiple thereof, on the payment of the exercise price. The Group has no legal or constructive obligation to repurchase or settle the options in cash. The exercise price is equivalent to the average of the last dealt price for the share for five consecutive market days immediately before the offer date (“market price”) at the time of grant and can be set at discounts of up to 20% to the market price under the 2002 Scheme.

During the financial year, options for 442,000 shares were granted to qualifying employees on 1 March 2012 (“2012 Options”), of which 365,000 were accepted. The fair value of the options granted using the Trinomial valuation model is approximately $204,000. The significant inputs into the model are exercise price of $5.95 at the grant date, standard deviation of expected share price returns of 14%, 5-year option life and annual risk-free interest rate of 0.2% per annum. The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of daily share prices over a historical period that matches the period to expiry of the options. The 2012 options are exercisable from 1 March 2013 and expire on 28 February 2017.



27. emploYee benefits (continued)

(c) Information with respect to share options granted under the 2002 Scheme is as follows:

number of shares2012 2011

under 2002 scheme:Outstanding at beginning of the financial year 1,239,000 993,000Granted 442,000 419,000Cancelled/ Expired/ Not accepted (527,000) (37,000)Exercised (168,000) (136,000)Outstanding at end of the financial year 986,000 1,239,000

Exercisable at end of the financial year 621,000 835,000

Details of share options granted during the financial year:

2012 2011

Expiry date 28.2.2017 29.2.2016Exercise price $5.95 $6.09Aggregate proceeds if shares are issued ($’000) $2,630 $2,552

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

number of shares covered by the options

Dateof grant

balance atbeginning of

financial year or date

of grant(if later)

cancelled/expired/

notaccepted exercised

balance at end of financial

yearexercise

price exercise period

2012

2.3.2007 244,000 244,000 – – $7.54 2.3.2008 – 1.3.2012

3.3.2008 264,000 64,000 2,000 198,000 $6.47 3.3.2009 – 2.3.2013

2.3.2009 34,000 – 4,000 30,000 $3.71 2.3.2010 – 1.3.2014

1.3.2010 293,000 68,000 121,000 104,000 $5.86 1.3.2011 – 28.2.2015

1.3.2011 404,000 74,000 41,000 289,000 $6.09 1.3.2012 – 29.2.2016

1.3.2012 442,000 77,000 – 365,000 $5.95 1.3.2013 – 28.2.20171,681,000 527,000 168,000 986,000

98


27. emploYee benefits (continued)

(c) Information with respect to share options granted under the 2002 Scheme is as follows: (continued)

number of shares covered by the options

Dateof grant

balance atbeginning of

financial year or date

of grant(if later)

cancelled/expired exercised

balance at end of financial

yearexercise

price exercise period

2011

2.3.2006 72,000 – 72,000 – $5.52 2.3.2007 –1.3.2011

2.3.2007 244,000 – – 244,000 $7.54 2.3.2008 –1.3.2012

3.3.2008 264,000 – – 264,000 $6.47 3.3.2009 – 2.3.2013

2.3.2009 35,000 1,000 – 34,000 $3.71 2.3.2010 – 1.3.2014

1.3.2010 378,000 21,000 64,000 293,000 $5.86 1.3.2011 –28.2.2015

1.3.2011 419,000 15,000 – 404,000 $6.09 1.3.2012 –29.2.20161,412,000 37,000 136,000 1,239,000

28. finAnciAl risK mAnAgement

Financial risk factors

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

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group. The Investment Committee then establishes the detailed policies, such as authority levels, oversight responsibilities, risk identification and measurement, exposure limits and hedging strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.

Regular reports that contain the Group’s exposure to each type of financial risks are submitted to Investment Committee.

(a) market riskThe Group is exposed to market risk, including primarily changes in currency exchange rates and market prices of securities.

(1) Foreign currency risk

The Group operates in Asia and through agents/distributors in other parts of the world, with dominant operations in Singapore. Entities in the Group regularly transact in currencies other than their respective functional currencies (“foreign currencies”). Currency risk arises when transactions are denominated in foreign currencies such as United States Dollar (“USD”), Hong Kong Dollar (“HKD”) and Euro.



28. finAnciAl risK mAnAgement (continued)

(a) market risk (continued)

(1) Foreign currency risk (continued)

In addition, the Group is also exposed to currency translation risks arising from its foreign currency denominated net financial assets, which are not significant.

The Group manages its foreign currency exposures by a policy of matching, as far as possible, receipts and payments in each individual currency. The surplus of convertible currencies are either further matched with future foreign currency requirements or exchanged for Singapore Dollar.

The Group also has available forward contract facilities to hedge future foreign exchange exposure.

The foreign currency exposure of the Group’s net investment in overseas subsidiaries is managed under the guidance of the Investment Committee.

The Group’s currency exposure of financial assets/liabilities net of those denominated in the respective entities’ functional currency based on the information provided to key management is as follows:

usD hKD euro others total$’000 $’000 $’000 $’000 $’000

groupAt 31 December 2012

Cash and cash equivalents and available-for-sale financial assets 25,768 35 586 380 26,769

Trade and other receivables 4,816 – 2,251 319 7,386Trade and other payables (2,915) (2,213) (2,532) (819) (8,479)Borrowings (23,028) – – – (23,028)Add: Firm Commitments 1,623 – 1,299 731 3,653currency exposure on financial

assets and liabilities 6,264 (2,178) 1,604 611 6,301

At 31 December 2011

Cash and cash equivalents and available-for-sale financial assets 12,986 50 1,662 1,682 16,380

Trade and other receivables 4,706 1,905 1,204 414 8,229Trade and other payables (2,985) (1,667) (2,256) (1,597) (8,505)Borrowings (12,407) – – – (12,407)Add: Firm Commitments 502 – 1,729 65 2,296currency exposure on financial

assets and liabilities 2,802 288 2,339 564 5,993

The Company does not have material foreign currency exposure as at 31 December 2012 and 2011 except for certain amounts due to a subsidiary denominated in Hong Kong Dollar of $17,877,000 (2011: $19,317,000) and borrowings of $23,028,000 (2011: $12,407,000) denominated in USD.

100




(1) Foreign currency risk (continued)

A 10% (2011: 10%) weakening of Singapore Dollar against the following currencies at reporting date would increase/(decrease) profit or loss by the amounts shown below, with all other variables including tax rate being held constant:

usD hKD euro others total$’000 $’000 $’000 $’000 $’000

groupAt 31 December 2012

Profit or loss, after taxOther comprehensive income

362173

(173)–

128–

49–

366173

At 31 December 2011

Profit or loss, after taxOther comprehensive income

2273

24–

192–

47–

4903

A 10% (2011: 10%) strengthening of Singapore Dollar against the above currencies would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

(2) Market price risk

The Group has substantial investments carried at fair value of $1,815.8 million (2011: $1,421.7 million) held in various forms of securities as of 31 December 2012 and have been accounted for in accordance with the accounting policy stated in Note 2(i). These securities are mainly listed in Singapore. The Group is not exposed to material commodity price risk.

The fair value of financial instruments traded in active markets (such as available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are categorised as Level 1 under the fair value hierarchy as set out in the relevant accounting standard.

The market price risk associated with these investments is the potential loss in fair value resulting from the decrease in market prices of securities. If prices for equity and debt securities listed in Singapore and elsewhere change by 10% (2011: 10%) with all other variables including tax rate being held constant, the equity and other comprehensive income will be affected by:





(2) Market price risk (continued)

group

2012 2011$’000 $’000

listed in singapore– increased by 172,844 136,077– decreased by (172,844) (136,077)

listed elsewhere– increased by 2,476 1,268– decreased by (2,476) (1,268)

The above excludes investments in associated companies that could be traded in active market but are accounted for in accordance with the accounting policies stated in Note 2(c).

The Group’s investments are managed under the guidance of the Investment Committee.

(3) Interest rate risk

The Group has insignificant financial assets or liabilities that are exposed to interest rate risks except for bank borrowings. The Company periodically reviews its liabilities and monitors interest rate fluctuations to ensure that the exposure to interest rate risk is within acceptable levels.

The Group does not expect to incur material losses or gains due to changes in interest rate of the bank borrowings.

(b) liquidity riskAs at 31 December 2012, the Group has available cash and short term bank deposits totalling $149.5 million (2011: $87.4 million). The cash and deposits, together with the available unutilised credit facilities are expected to be sufficient to meet the funding requirements of the Group’s operations.

The Group does not have any material financial liabilities maturing more than 12 months from 31 December 2012.

(c) credit riskCredit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The maximum exposure of the Group and the Company to credit risk in the event that the counterparties fail to perform their obligations as of 31 December 2012 in relation to each class of recognised financial assets is the carrying amount of those assets as indicated in the statements of financial position with the exception that the Company has the following additional exposure to credit risk:

the company2012 2011$’000 $’000

Corporate guarantees provided to banks on subsidiaries’ obligations 68 68

102



(c) credit risk (continued)

The Group’s and Company’s major classes of financial assets that are subject to credit risk are short-term bank deposits, investments in debt securities (not applicable for 31 December 2012) and trade receivables.

It is the Group’s policy to transact with creditworthy counterparties. In addition, the granting of material credit limits to counterparties is reviewed and approved by senior management. The Group does not expect to incur material credit losses on its financial assets or other financial instruments.

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

Short-term bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit rating agencies. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group. Debt securities are issued by companies with high credit-ratings assigned by international credit rating agencies and held with counter-parties with good credit rating.

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

There is no other class of financial assets that is past due and/or impaired except for trade receivables.

The age analysis of trade receivables past due but not impaired is as follows:

the group2012 2011$’000 $’000

Past due within 1 month 643 718Past due 1 to 3 months 214 131Past due 4 to 6 months 45 192Past due over 6 months 3 240

905 1,281

There is $354,000 (2011: $nil) trade and other receivables that are individually determined to be impaired and the movement of the related allowance for impairment are as follows:

2012 2011$’000 $’000

Beginning of financial yearAllowance made during the year

–354

70–

Allowance utilised – (61)Allowance written back – (8)Currency translation difference (9) (1)End of financial year 345 –




(d) capital risk The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, buy back issued shares or obtain new borrowings.

Management monitors capital based on ability of the Group to generate sustainable profits and availability of retained profits for dividend payments to shareholders. The Group’s overall strategy remains unchanged from 2011.

The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended 31 December 2011 and 2012.

(e) financial instruments by categoryThe financial instruments of the Group and of the Company include the following:

the group the companynote 2012

$’0002011$’000

2012$’000

2011$’000

financial AssetsAvailable-for-sale financial assets 15 1,815,844 1,421,681 401 427Trade and other receivables 18 17,779 21,017 89,664 135,289Cash and cash equivalents 19 151,115 88,975 128,489 56,958

1,984,738 1,531,673 218,554 192,674

financial liabilitiesTrade and other payables 20 (38,322) (34,142) (124,416) (130,751)Borrowings 21 (23,028) (12,407) (23,028) (12,407)

(61,350) (46,549) (147,444) (143,158)

1,923,388 1,485,124 71,110 49,516

104


29. segmentAl reporting

At 31 December 2012, the Group is organised into the following main business segments:

• Manufacturing,marketingandtradingofhealthcareproducts;• Provisionofleisure-relatedgoodsandservices;• Propertyrental;and• Investmentsinsecurities.

Healthcare division principally manufactures and distributes topical analgesic products under the “Tiger Balm” and “Kwan Loong” brand.

Leisure division provides family and tourist oriented leisure alternatives mainly in the form of oceanariums.

Property division owns and leases out several investment properties in the Asia region.

Investment division engages in investing activities, mainly in quoted and unquoted securities in Asia region.

Inter-segment transactions are determined on an arm’s length basis. Unallocated costs represent corporate expenses. Segment assets consist primarily of available-for-sale financial assets, investment properties, property, plant and equipment, intangible assets, inventories, receivables, bank deposits and cash and bank balances. Segment liabilities comprise operating liabilities and exclude tax liabilities. Capital expenditure on non-current assets comprises additions to investment properties, property, plant and equipment, intangible assets and investment in associated companies.

The Group evaluates performance on the basis of profit or loss from operations before tax expenses and management fees charged internally and exclude non-recurring gains and losses.

The Group accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, ie. at current market prices.

The Group’s reportable segments are strategic and distinct business units reporting to key group management. They are managed separately because each business targets different customers and carry different business risk.



29. segmentAl reporting (continued)

(a) reportable segments

healthcare products

leisure products

andservices

propertyrental investments eliminations consolidated

$’000 $’000 $’000 $’000 $’000 $’000

2012

Sales to external customers 91,978 30,296 17,075 – – 139,349Inter-segment sales 32 – 693 – (725) –Interest income – – – 1,079 – 1,079Other income 474 85 955 50,311 – 51,825Inter-segment other income – – – 27,040 (27,040) –Total revenue 92,484 30,381 18,723 78,430 (27,765) 192,253

Depreciation 1,134 3,364 5 53 – 4,556

Segment profit 17,155 11,881 12,925 75,872 (27,040) 90,793

Finance expense – – – (245) – (245)

Unallocated expenses – – – – – (6,022)Profit from operations 84,526Share of results of associated

companies and gain on dilution of investment in associated company (net) – – – 19,308 – 19,308

Fair value gain on investment properties – – 23,492 – – 23,492

Taxation (7,361)

Earnings for the financial year 119,965

Segment assets and total assets per statement of financial position 60,295 25,744 213,593 2,365,451 (295,153) 2,369,930

Deferred income tax assets 602Total assets per statement of

financial position 2,370,532

Expenditures for segment non-current assets

– Additions to property, plant and equipment 4,579 1,071 3 10 – 5,663

– Investment properties improvements – – 2,446 – – 2,446

4,579 1,071 2,449 10 – 8,109

Segment liabilities 25,833 4,211 5,385 28,124 (2,203) 61,350Taxation 6,676Deferred income tax liabilities 49,289Total liabilities per statement of

financial position 117,315

106



(a) reportable segments (continued)

healthcare products

leisure products

andservices

propertyrental investments eliminations consolidated

$’000 $’000 $’000 $’000 $’000 $’000

2011

Sales to external customers 81,360 34,564 16,751 – – 132,675Inter-segment sales 23 – 687 – (710) –Interest income – – – 687 – 687Other income 1,940 143 1,010 55,273 – 58,366Inter-segment other income – – – 48,014 (48,014) –Total revenue 83,323 34,707 18,448 103,974 (48,724) 191,728

Depreciation 1,062 4,382 8 70 – 5,522

Segment profit 15,643 10,660 13,138 103,769 (48,014) 95,196

Finance expense – – – (64) – (64)Impairment loss on property,

plant and equipment – (12,553) – – – (12,553)Unallocated expenses (4,763)Profit from operations 77,816Share of results of associated

companies and loss on dilution of investment in associated company (net) – – – 8,656 – 8,656

Fair value losses on investment properties – – (97) – – (97)

Taxation (6,230)Non-controlling interests (337)Earnings for the financial year 79,808

Segment assets and total assets per statement of financial position 56,592 36,319 189,997 1,876,270 (282,638) 1,876,540

Deferred income tax assets 601Total assets per statement of

financial position 1,877,141

Expenditures for segment non-current assets

– Additions to property, plant and equipment 10,136 2,724 7 16 – 12,883

– Additions to investment properties – – 5,353 – – 5,353

– Investment properties improvements – – 701 – – 701

10,136 2,724 6,061 16 – 18,937

Segment liabilities 21,699 5,639 4,977 16,117 (1,883) 46,549Taxation 6,393Deferred income tax liabilities

(restated) 35,229Total liabilities per statement of

financial position 88,171




(b) geographical information

revenues (i)non–current

assets (ii)$’000 $’000

2012Singapore 49,475 199,164Other Asian countries 54,812 175,928Other countries 35,062 –Total 139,349 375,092

2011 Singapore 51,600 178,372Other Asian countries 45,784 158,116Other countries 35,291 –Total 132,675 336,488

(i) Revenues are attributable to countries in which the customer is located.(ii) Non-current assets, which include property, plant and equipment, investment properties,

investment in associated companies and intangible assets, are shown by the geographical area where the assets are located.

(c) major customers Revenues of approximately $18,807,000 (2011: $15,865,000) were contributed from a single group

of external customers. These revenues are attributable to the sale of Healthcare products in Singapore and other Asian countries.

30. neW Accounting stAnDArDs AnD frs interpretAtions AnD AmenDments

Below are the mandatory standards and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 January 2013 or later periods and which the Group has not early adopted:

• FRS 110Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014)

FRS 110 replaces all of the guidance on control and consolidation in FRS 27 “Consolidated and Separate Financial Statements” and INT FRS 12 “Consolidation – Special Purpose Entities”. The same criteria are now applied to all entities to determine control. Additional guidance is also provided to assist in the determination of control where this is difficult to assess. The Group does not anticipate material impact to the consolidated financial statements as a result of adopting the new FRS 110 and intends to apply the standard from 1 January 2014.

• FRS112Disclosure of Interests in Other Entities (effective for annual periods beginning on or after 1 January 2014)

FRS 112 requires disclosure of information that helps financial statement readers to evaluate the nature, risks and financial effects associated with the entity’s interests in (1) subsidiaries, (2) associates, (3) joint arrangements and (4) unconsolidated structured entities. The Group does not anticipate material impact to the consolidated financial statements as a result of adopting the new FRS 112 and intends to adopt the standard from 1 January 2014.

108


30. neW Accounting stAnDArDs AnD frs interpretAtions AnD AmenDments (continued)

• FRS113Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)

FRS 113 provides consistent guidance across FRSs on how fair value should be determined and which disclosures should be made in the financial statements. The Group does not anticipate material impact to the consolidated financial statements as a result of adopting the new FRS 113 and intends to adopt the standard prospectively from 1 January 2013.

31. significAnt subsiDiAries AnD AssociAteD compAnies

name of companycountry of incorporation principal activities

effective equityinterest held

by group2012 2011

% %

healthcare products

Haw Par Healthcare Limited Singapore Manufacturing, marketing and distributing healthcare products under licence

100.0 100.0

* Tiger Balm (Malaysia) Sdn. Bhd. +

Malaysia Manufacturing, marketing and distributing pharmaceutical products

100.0 100.0

* Haw Par Tiger Balm (Thailand) Limited +

Thailand Marketing and distributing pharmaceutical products

49.0 49.0

* Haw Par Tiger Balm (Philippines), Inc. ++

Philippines Marketing and distributing pharmaceutical products

100.0 100.0

* PT. Haw Par Healthcare ++ Indonesia Import, export and distribution of pharmaceutical, health and consumer products

100.0 100.0

* Tiger Medicals (Taiwan) Limited ++

Taiwan Marketing and distributing pharmaceutical products

100.0 100.0

* Xiamen Tiger Medicals Co., Ltd. ++

The People’s Republic of China

Manufacturing, marketing and distributing pharmaceutical products

100.0 100.0

* Haw Par India Private Limited +

India Marketing and distributing pharmaceutical products

100.0 100.0



31. significAnt subsiDiAries AnD AssociAteD compAnies (continued)



by group2012 2011

% %

leisure products and services

Haw Par Leisure Pte Ltd Singapore Investment holding 100.0 100.0

* Underwater World Singapore Pte Ltd

Singapore Owning and operating oceanariums

100.0 100.0

Underwater World Attractions Pte Ltd

Singapore Investment holding 100.0 100.0

* Underwater World Pattaya Ltd +

Thailand Owning and operating oceanariums

100.0 91.6

* Sports Services Ltd Singapore Investment holding 100.0 100.0

property

Haw Par Properties (Singapore) Private Limited

Singapore Property development and owning and letting properties

100.0 100.0

Haw Par Centre Private Ltd Singapore Property development and owning and letting properties

100.0 100.0

Setron Limited Singapore Property development and owning and letting properties

100.0 100.0

* Sovereign Sports Limited ++ Hong Kong Owning and leasing of properties

100.0 100.0

Haw Par Land (Malaysia) Sdn. Bhd. +

Malaysia Investment in properties and letting out of office space

100.0 100.0

110





by group2012 2011

% %

investments

Haw Par Capital Pte Ltd Singapore Investment holding 100.0 100.0

Haw Par Equities Pte Ltd Singapore Investment holding and dealing in securities

100.0 100.0

Haw Par Investment Holdings Private Limited


Haw Par Pharmaceutical Holdings Pte. Ltd


Haw Par Securities (Private) Limited

Singapore Investment holding and dealing in securities

100.0 100.0

Haw Par Trading Pte Ltd Singapore Investment holding and dealing in securities

100.0 100.0

M & G Maritime Services Pte Ltd


100.0 100.0

Pickwick Securities Private Limited


Straits Maritime Leasing Private Limited


100.0 100.0

* Tiger Balm (Hong Kong) Limited ++

Hong Kong Investment holding and dealing in securities

100.0 100.0

* Haw Par Brothers International (H.K.) Limited ++

Hong Kong Investment holding and licensing of “Kwan Loong” trademark

100.0 100.0

Haw Par Hong Kong Limited ++

Hong Kong Investment holding 100.0 100.0

Haw Par Management Services Pte Ltd

Singapore Provision of management support services

100.0 100.0





by group2012 2011

% %

investments (continued)

UIC Technologies Pte Ltd Singapore Investment holding 40.0 40.0

* Hua Han Bio-Pharmaceutical Holdings Limited #

Cayman Islands Investment holding 16.4 16.6

notes

(i) Companies indicated with a (*) are indirectly held by Haw Par Corporation Limited.

(ii) Companies indicated with a (+) are audited by PricewaterhouseCoopers member firms outside Singapore.

(iii) Companies indicated with a (++) are audited by other firms. These foreign-incorporated companies are not considered as significant foreign-incorporated subsidiaries under the Singapore Exchange Securities Trading Limited - Listing Rules. Accordingly, Rule 716 of the Listing Manual has been complied with.

(iv) The company indicated with a (#) is listed on an overseas stock exchange and audited by other firm of auditors. Its financial year end is 30 June. The Group has equity accounted for the profit of its associated company from 1 January 2012 based on its audited accounts for the financial year ended 30 June 2012, and unaudited six months results to 31 December 2012 as announced on the overseas stock exchange.

(v) The financial year end for Haw Par India Private Limited (“HPI”) is 31 March as required by the laws of its country of incorporation. The consolidated financial statements incorporated the unaudited results of HPI from 1 January to 31 December.

(vi) All the above subsidiaries and associated companies operate in their respective countries of incorporation except Hua Han Bio-Pharmaceutical Holdings Limited which operates mainly in the People’s Republic of China.

32. AuthorisAtion of finAnciAl stAtements

These financial statements are authorised for issue in accordance with a resolution of the Board of Directors of Haw Par Corporation Limited on 27 February 2013.


112

Group Offices

corporAte office

haw par corporation limited401 Commonwealth Drive#03-03 Haw Par TechnocentreSingapore 149598Tel : 6337 9102Fax : 6336 9232Website : www.hawpar.com

heAlthcAre

haw par healthcare limited401 Commonwealth Drive#03-03 Haw Par TechnocentreSingapore 149598Tel : 6337 9102Fax : 6262 3436Website : www.tigerbalm.com

tiger balm (malaysia) sdn. bhd.PLO 95 No.6Jalan Firma 1/1Tebrau Industrial Estate81100 Johor BahruMalaysia

xiamen tiger medicals co., ltd289 Yang Guang West RoadHai Cang DistrictXiamen City, Zipcode 361027The People’s Republic of China

haw par tiger balm (thailand) limited2106 Fantree 3 BuildingSukhumvit RoadKwaeng BangchakKhet PhrakhanongBangkok 10260Thailand

haw par (india) private limited811, 8th FlrFILIX, L.B.S Marg BhandupMumbai 400078India


leisure

haw par leisure pte ltd401 Commonwealth Drive#03-03 Haw Par TechnocentreSingapore 149598Tel : 6337 9102Fax : 6336 9232

underwater World singapore pte ltd80 Siloso Road, SentosaSingapore 098969Tel : 6275 0030Fax : 6275 0036Email : [email protected] : www.underwaterworld.com.sg

underwater World pattaya ltd22/22 Moo 11,Sukhumvit Road,Nongprue, Banglamung,Chonburi 20260ThailandTel : 66 3875 6879Fax : 66 3875 6977Website : www.underwaterworldpattaya.com

propertY & investments

haw par properties(singapore) private limited401 Commonwealth Drive#03-03 Haw Par TechnocentreSingapore 149598Tel : 6337 9102Fax : 6336 9232

haw par securities (private) limited401 Commonwealth Drive#03-03 Haw Par TechnocentreSingapore 149598Tel : 6337 9102Fax : 6336 9232

haw par land (malaysia) sdn. bhd.9th Floor, Menara Haw ParJalan Sultan Ismail50250, Kuala LumpurMalaysiaTel : 03 2070 1855Fax : 03 2070 6078

114

Major Products & Services

* Properties used by operations are included in Property, Plant and Equipment

heAlthcAre proDucts

tiger brand productsTiger Balm Ointment,Tiger Balm Soft,Tiger Balm Plaster,Tiger Indomethacin Plaster,Tiger Balm Muscle Rub,Tiger Balm Liniment,Tiger Balm Oil,Tiger Balm Mosquito Repellent Spray,Tiger Balm Mosquito Repellent Patch,Tiger Balm Mosquito Repellent Lotion,Tiger Balm Arthritis Rub,Tiger Balm Joint Rub,Tiger Balm Neck & Shoulder Rub,Tiger Balm Neck & Shoulder Rub Boost,Tiger Balm Back Pain Patch,Tiger Balm Ultra Thin Patch,Tiger Balm® ACTIVE Muscle Gel, Tiger Balm® ACTIVE Muscle Rub,Tiger Balm® ACTIVE Muscle Spray

Kwan loong brand productsKwan Loong Medicated Oil,Kwan Loong Refresher

leisure fAcilities

oceanariumsunderwater World singapore*Dolphin pool80 Siloso Road, SentosaSingapore 098969•Aquariumbuilding•Leasehold Remaining Lease: 5 years

underwater World pattaya*22/22 Moo 11,Sukhumvit Road,Nongprue, Banglamung,Chonburi 20260Thailand•Aquariumbuilding•Leasehold Remaining Lease: 9 years

properties

haw par centre180 Clemenceau AvenueSingapore 239922•Six-storeycommercialbuilding•Leasehold Remaining Lease: 39 years

haw par glass tower178 Clemenceau AvenueSingapore 239926•Eight-storeycommercialbuilding•Leasehold Remaining Lease: 57 years

haw par technocentre401 Commonwealth DriveSingapore 149598•Seven-storeyindustrialbuilding•Leasehold Remaining Lease: 50 years

haw par tiger balm building*2 Chia Ping RoadSingapore 619968•Nine-storeyindustrialbuilding•Leasehold Remaining Lease: 17 years

menara haw parLot 242, Jalan Sultan Ismail50250 Kuala Lumpur,Malaysia•Thirty-twostoreycommercialbuilding•Freehold

Westlands centreUnit 1405-1407Westlands Centre20 Westlands RoadQuarry Bay,Hong Kong•Office&industrialunits•999-yearlease


Statistics of ShareholdingsAs at 4 March 2013

Distribution of shAreholDings

size of holdings no. of shareholders % no. of shares %

1 – 999 15,595 75.15 1,841,093 0.93

1,000 – 10,000 4,544 21.90 13,120,877 6.61

10,001 – 1,000,000 600 2.89 26,801,333 13.51

1,000,001 and above 12 0.06 156,626,351 78.95

total 20,751 100.00 198,389,654 100.00

tWentY lArgest shAreholDers

no. name no. of shares %

1 Wee Investments Private Limited 50,719,542 25.572 Citibank Nominees Singapore Pte Ltd 40,380,182 20.353 DBS Nominees Pte Ltd 19,240,538 9.704 Tye Hua Nominees (Pte) Ltd 15,850,486 7.995 UOB Kay Hian Pte Ltd 13,825,443 6.976 United Overseas Insurance Limited - SHF 3,886,000 1.967 Wah Hin & Co Pte Ltd 3,320,596 1.678 HSBC (Singapore) Nominees Pte Ltd 2,587,896 1.309 United Overseas Bank Nominees Pte Ltd 2,483,584 1.2510 Estate of Ho Sim Guan, Deceased 1,470,000 0.7411 DBSN Services Pte Ltd 1,367,653 0.6912 C Y Wee & Co Pte Ltd 1,493,771 0.7513 Wee Cho Yaw 993,067 0.5014 Raffles Nominees (Pte) Ltd 665,225 0.3415 Lee Boon Leong 609,287 0.3116 How Kok Kooi 571,000 0.2917 Ho Han Leong Calvin 500,401 0.2518 Merrill Lynch (Singapore) Pte Ltd 467,854 0.2419 Tan Proprietary (Pte) Ltd 430,000 0.2220 UOB Nominees (2006) Pte Ltd 425,338 0.21

Total 161,287,863 81.30

free floAt

Based on the information available to the Company as at 4 March 2013, approximately 36% of the issued ordinary shares of the Company is held by the public and therefore, the Company has complied with Rule 723 of the SGX-ST Listing Manual which requires at least 10% of equity securities (excluding preference shares and convertible equity securities) in a class that is listed at all times held by the public.

116

Statistics of ShareholdingsAs at 4 March 2013

substAntiAl shAreholDers As At 4 mArch 2013

no. of shares held

Direct Deemed total %

Wee Cho Yaw 993,067 65,899,001 66,892,068 33.72 (1), (2), (3) Wee Ee Cheong 117,143 63,238,074 63,355,217 31.93 (1), (2), (4) Wee Ee Lim 397,448 61,713,443 62,110,891 31.31 (1)

Wee Ee-chao 12,570 61,834,278 61,846,848 31.17 (1), (5)

Wee Investments Private Limited 50,719,542 – 50,719,542 25.57 Supreme Island Corporation 10,986,910 – 10,986,910 5.54 First Eagle Investment

Management LLC– 28,532,080 28,532,080 14.38 (7)

United Overseas Bank Limited – 19,735,034 19,735,034 9.95 (8)

Mackenzie Financial Corporation – 10,929,200 10,929,200 5.51 (9), (10)

(1) Messrs Wee Cho Yaw, Wee Ee Cheong, Wee Ee Lim and Wee Ee-chao are deemed to be interested in the shares held by Wee Investments Private Limited, Supreme Island Corporation and Kheng Leong Co Pte Ltd.

(2) Messrs Wee Cho Yaw and Wee Ee Cheong are deemed to have an interest in the shares held by C.Y. Wee & Co Pte Ltd.

(3) Dr Wee Cho Yaw is deemed to have an interest in the shares held by UOL Group Limited.

(4) Mr Wee Ee Cheong is deemed to have an interest in the shares held by E.C. Wee Pte Ltd.

(5) Mr Wee Ee-chao is deemed to have an interest in the shares held by Protheus Investment Holdings Pte Ltd.

(6) Kheng Leong Co Pte Ltd, C.Y. Wee & Co Pte Ltd, UOL Group Limited, E.C. Wee Pte Ltd and Protheus Investment Holdings Pte Ltd are not substantial shareholders of the Company.

(7) First Eagle Investment Management LLC is an U.S. investment adviser, holding the shares on behalf of its clients. One of its mutual funds, First Eagle Overseas Fund holds 23,192,830 shares amounting to a shareholding of 11.69%.

(8) United Overseas Bank Limited is deemed to have an interest in the 15,849,034 shares held by Tye Hua Nominees (Pte) Limited and 3,886,000 shares held by United Overseas Insurance Limited - SHF.

(9) Mackenzie Financial Corporation (“MFC”) holds the shares in its capacity as investment manager on behalf of its advisory accounts. One of the accounts, Mackenzie Cundill Value Fund holds 9,533,000 shares, amounting to a shareholding of 4.81%.

(10) Certain upstream shareholders of MFC are deemed to have interest in the shares of the Company as follows:

(a) Each of Mackenzie Inc. (“MI”) and IGM Financial Inc. (“IGM”) is a substantial shareholder of the Company by virtue of its deemed interest in the shares managed by its subsidiaries as fund managers. Each of MI and IGM is deemed to have an interest in 10,929,200 shares of which 10,929,200 shares are held through MFC.

(b) Each of Power Financial Corporation, 171263 Canada Inc., Power Corporation of Canada (“PCC”), Gelco Enterprises Ltd., Nordex Inc. and Pansolo Holding Inc.. is a substantial shareholder of the Company by virtue of its deemed interest in the shares managed by its subsidiaries as fund managers. Each of these entities is deemed to have an interest in 10,929,200 shares of which 10,929,200 shares are held through MFC.

(c) Mr Paul Desmarais is a substantial shareholder of the Company by virtue of his indirect controlling interest in, amongst others, PCC, which in turn has a deemed interest in the shares managed by PCC’s subsidiaries as fund managers. He is deemed to have an interest in 10,929,200 shares of which 10,929,200 shares are held through MFC.


Notice of Annual General Meeting

hAW pAr corporAtion limiteDcompany registration number: 196900437m(incorporated in the republic of singapore)

NOTICE IS HEREBY GIVEN that the Forty-Fourth Annual General Meeting of the Company will be held at 80 Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624 on Wednesday, 24 April 2013 at 3.00 p.m. to transact the following business:

As orDinArY business

resolution 1 To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended 31 December 2012 together with the Auditor’s Report thereon.

resolution 2 To declare a Second & Final Tax-Exempt Dividend of 14 cents per share for the financial year ended 31 December 2012.

To re-appoint the following Directors, who are retiring pursuant to Section 153(6) of the Companies Act, Cap. 50, to hold office until the next Annual General Meeting of the Company:

resolution 3 Dr Wee Cho Yaw

Dr Wee Cho Yaw will, upon re-appointment, continue as Chairman of the Board and Investment Committee and a member of the Nominating Committee and Remuneration Committee of the Company.

resolution 4 Dr Lee Suan Yew

Dr Lee Suan Yew will, upon re-appointment, continue as a member of the Audit Committee and Nominating Committee of the Company. Dr Lee is considered as an independent Director.

resolution 5 Mr Hwang Soo Jin

Mr Hwang Soo Jin will, upon re-appointment, continue as a member of the Audit Committee and Remuneration Committee of the Company. Mr Hwang is considered as an independent Director.

resolution 6 Mr Sat Pal Khattar

Mr Sat Pal Khattar will, upon re-appointment, continue as Chairman of the Nominating Committee and Remuneration Committee of the Company. Mr Khattar is considered as an independent Director.

To re-elect the following Directors, who are retiring by rotation pursuant to Article 98 of the Company’s Articles of Association:

resolution 7 Mr Wee Ee Lim Mr Wee Ee Lim will, upon re-election, continue as a member of the Investment Committee.

resolution 8 Mr Han Ah Kuan

Mr Han Ah Kuan will, upon re-election, continue as a member of the Investment Committee.

resolution 9 To approve Directors’ fees of $345,829 for the financial year ended 31 December 2012 (2011: $327,507).

118


resolution 10 To re-appoint Messrs PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

As speciAl business

To consider and, if thought fit, pass the following ordinary resolutions:

resolution 11 That approval be and is hereby given to the Directors to offer and grant options to employees (including executive Directors) and non-executive Directors of the Company and/or its subsidiaries who are eligible to participate in the Haw Par Corporation Group 2002 Share Option Scheme (“2002 Scheme”) that was extended for another five years from 6 June 2012 to 5 June 2017 by shareholders at the last Annual General Meeting on 20 April 2011, and in accordance with the rules of the 2002 Scheme, and pursuant to Section 161 of the Companies Act, Cap. 50, to allot and issue from time to time such number of shares in the Company as may be required to be issued pursuant to the exercise of options under the 2002 Scheme, provided that the aggregate number of shares to be issued pursuant to this resolution shall not exceed five per cent (5%) of the total number of issued shares of the Company from time to time.

resolution 12 That pursuant to Section 161 of the Companies Act, Cap. 50, the Articles of Association of the Company and the listing rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”), approval be and is hereby given to the Directors to:

(a) (i) issue shares in the Company (whether by way of rights, bonus or otherwise); and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this resolution was in force,

provided that:

(1) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) shall not exceed fifty per cent (50%) of the Company’s total number of issued shares (excluding treasury shares), of which the aggregate number of shares to be issued other than on a pro-rata basis to members of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) shall not exceed fifteen per cent (15%) of the total number of issued shares of the Company (excluding treasury shares);

(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under this resolution, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this resolution is passed after adjusting for any new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this resolution is passed, and any subsequent bonus issue, consolidation or subdivision of the Company’s shares;



(3) in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the listing rules of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company; and

(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until (i) the conclusion of the next Annual General Meeting or (ii) the date by which the next Annual General Meeting is required by law to be held, whichever is the earlier.

notice of closure of booKs

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 27 May 2013.

Duly completed transfers received in respect of the shares of the Company by the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore 048623 up to 5.00 p.m. on 23 May 2013 will be registered to determine members’ entitlement to the proposed Second & Final dividend. Members whose securities accounts with The Central Depository (Pte) Limited which are credited with shares of the Company as at 5.00 p.m. on 23 May 2013 will be entitled to such proposed dividend.

The proposed Second & Final dividend, if approved by members, will be payable on 5 June 2013.

Duly completed transfers received in respect of the shares of the Company by the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore 048623 up to 5.00 p.m. on 23 May 2013 will also be registered to determine members’ entitlement to the Bonus Shares under the Bonus Issue announced by the Company on 27 February 2013. Members whose securities accounts with The Central Depository (Pte) Limited which are credited with shares of the Company as at 5.00 p.m. on 23 May 2013 will be entitled to Bonus Shares under the Bonus Issue.

For the avoidance of doubt, Bonus Shares, when issued, will not be entitled to the Second and Final dividend in respect of the financial year ended 31 December 2012, which is subject to the approval of shareholders at this Annual General Meeting.

By Order of the Board

Zann lim Company Secretary

singapore

3 April 2013

120

notes to resolutions 2, 3 to 8, 11 AnD 12

resolution 2 Together with the interim tax-exempt dividend of 6 cents per share paid on 12 September 2012 and subject to shareholders’ approval on the second & final tax-exempt dividend of 14 cents per share, the total tax-exempt dividend for the financial year ended 31 December 2012 would be 20 cents per share. (2011:20 cents tax-exempt).

resolutions Key information on the Directors, including their date of first appointment, date of last 3 to 8 re-appointment and other directorships and principal commitments, can be found in the “Board of Directors” section of the Annual Report. .resolution 11 is to empower the Directors to allot and issue shares pursuant to the 2002 Scheme which was

approved at the Extraordinary General Meeting of the Company on 22 May 2002 and extended for another five years by shareholders at the last Annual General Meeting of the Company on 20 April 2011. A copy of the Rules of the 2002 Scheme is available for inspection by shareholders during normal business hours at the registered office of the Company at 401 Commonwealth Drive, #03-03 Haw Par Technocentre, Singapore 149598. Shareholders who are eligible to participate in the Scheme shall abstain from voting.

resolution 12 is to empower the Directors to issue shares and to make or grant instruments (such as warrants, debentures or other securities) convertible into shares, and to issue shares in pursuance of such instruments from the date of the Annual General Meeting of the Company until the date of the next Annual General Meeting of the Company, unless such authority is earlier revoked or varied by the shareholders of the Company at a general meeting. The aggregate number of shares which the Directors may issue (including shares to be issued pursuant to convertibles) under ordinary resolution 12 must not exceed 50% of the total number of issued shares (excluding treasury shares) with a sub-limit of 15% for issues other than on a pro rata basis. For shareholders’ information, this 15% limit is lower than the 20% presently permitted under the listing rules of the SGX-ST. For the purpose of determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury shares) at the time that ordinary resolution 12 is passed, after adjusting for any new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time ordinary resolution 12 is passed, and any subsequent bonus issue, consolidation or subdivision of the Company’s shares.

notes:

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

(2) To be effective, the Proxy Form must be deposited at the registered office of the Company at 401

Commonwealth Drive, #03-03 Haw Par Technocentre, Singapore 149598, not less than 48 hours before the time set for holding the meeting.



This page has been intentionally left blank.

Proxy Form

hAW pAr corporAtion limiteD(Incorporated in the Republic of Singapore)Company Registration Number: 196900437M

importAnt:

1. For investors who have used their CPF monies to buy shares of Haw Par Corporation Limited, this annual report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

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

3. CPFIS Investors who wish to vote should contact their CPF Approved Nominees.

fortY-fourth AnnuAl generAl meeting(Before completing this form, please read the notes behind.)

number of shares held:

Scrip-basedScripless

I/We, (Name)

of (Address)

being a member/members of the Company, hereby appoint:

nAme ADDress nric/pAssport no.

proportion of shAreholDings (%)

(a)

And/or (delete as appropriate)

(b)

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Forty-Fourth Annual General Meeting of the Company to be held on Wednesday, 24 April 2013 at 3.00 p.m. and at any adjournment thereof.

(please indicate with a “x” in the spaces provided whether you wish your votes to be cast for or against the ordinary resolutions as set out in the notice of Annual general meeting. in the absence of specific directions, your proxy/proxies may vote or abstain as he/she may think fit.)

no. resolution for AgAinstordinary business

1 Adoption of Financial Statements and Reports of the Directors and Auditors 2 Declaration of Second & Final Dividend 3 Re-appointment of Dr Wee Cho Yaw 4 Re-appointment of Dr Lee Suan Yew 5 Re-appointment of Mr Hwang Soo Jin 6 Re-appointment of Mr Sat Pal Khattar 7 Re-election of Mr Wee Ee Lim 8 Re-election of Mr Han Ah Kuan 9 Approval of Directors’ fees 10 Re-appointment of PricewaterhouseCoopers LLP as Auditorsspecial business

11 Authority to issue shares (Share Options) 12 Authority to issue shares (General)

Dated this day of 2013

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

notes:

1. Please insert at the top right hand corner of this Proxy Form the number of scrip-based shares in the Company registered in your name in the Register of Members and the number of scripless shares in the Company entered against your name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”) in respect of the shares in your securities account with CDP. If no number is inserted, this Proxy Form shall be deemed to relate to all the shares held by you.

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

3. A member is not entitled to appoint more than two proxies to attend and vote on his/her behalf. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The sending of a Proxy Form by a shareholder does not preclude him/her from attending and voting in person at the Annual General Meeting if he/she finds that he/she is able to do so. In such event, the relevant Proxy Form will be deemed to be revoked.

5. To be effective, this Proxy Form must be deposited at the registered office of the Company at 401 Commonwealth Drive, #03-03 Haw Par Technocentre, Singapore 149598, not less than 48 hours before the time set for holding the meeting.

6. This Proxy Form must be signed by the appointor or by his/her attorney. In the case of a corporation, this form must be executed under its common seal or signed by its duly authorised attorney or officer. In the case of joint holders, all holders must sign this form.

7. Any alteration made in this Proxy Form should be initialled by the person who signs it.

8. The Company shall be entitled to reject this Proxy Form if it is incomplete, improperly completed or illegible or where the true intentions of the appointor is not ascertainable from the instructions of the appointor specified in the form. In the case of members whose shares are entered against their names in the Depository Register, the Company may reject any proxy form lodged if such members are not shown to have the corresponding number of shares in the Company entered against their names in the Depository Register as at 48 hours before the time set for holding the meeting or the adjourned meeting, as appropriate.

9. Agent banks acting on the requests of the CPFIS investors who wish to attend the Annual General Meeting as observers are requested to submit in writing, a list with details of the investors’ names, NRIC/Passport numbers, addresses and number of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach the Company’s Registrar, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before the time set for holding the meeting.

HAW PAR CORPORATION LIMITED(Incorporated in the Republic of Singapore)Company Registration Number: 196900437M

401 Commonwealth Drive#03-03 Haw Par TechnocentreSingapore 149598Tel: 6337 9102 Fax: 6336 9232www.hawpar.com

haw par corporation limitedhawpar.listedcompany.com/misc/ar2012.pdf · · 2013-04-04corporate...

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