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YANLORD LAND GROUP L IMITED仁恒置地集团有限公司2008 Annual Report

YANLORD LAND

Chairman’s StatementFinancial Highlights

OperationsReview

仁信治业持之以恒

2008年报REG.NO. 200601911K

CONTENTS

ABOUT YANLORD MISSION STATEMENT

CHAIRMAN’S STATEMENT

主席致词

FINANCIAL HIGHLIGHTS

OPERATIONS REVIEW

业务回顾

OPERATIONAL HIGHLIGHTS

DEVELOPMENT SCHEDULE SUMMARY

OUR PROJECT SHOWCASE

BOARD OF DIRECTORS

KEY MANAGEMENT

CORPORATE GOVERNANCE STATEMENT

REPORT OF THE DIRECTORS

INDEPENDENT AUDITORS’ REPORT

BALANCE SHEETS

CONSOLIDATED PROFIT AND LOSS STATEMENT

STATEMENTS OF CHANGES IN EQUITY

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE FINANCIAL STATEMENTS

STATEMENT OF DIRECTORS

INTERESTED PERSON TRANSACTIONSUSE OF PROCEEDS

SHAREHOLDING STATISTICS

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

CORPORATE INFORMATION

YANLORD LAND


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Yanlord develops high-end quality properties that distinguish themselves amidst the localities that they are in. Properties developed by our company are characterised by outstanding architectural design and quality construction. With a track record in developments located at prime locations, our brand name, just like the properties we build, is an icon in itself.

About Yanlord

Mission StatementManaging with benevolence and integrity, achieving perpetuity through perseverance

Mr. Zhong Sheng Jian

Chairman and CEO

钟声坚先生

集团董事局主席兼总裁

YANLORDLAND 2008 ANNUAL REPORT

02

YANLORD LAND


Chairman’sStatement

Dear ShareholdersIt is with great pleasure that I present to you Yanlord

Land Group Limited’s (“Yanlord” and together with

its group of companies, “Group”) annual report

for the financial year ended 31 December 2008

(“FY2008”). In addition to the usual highlights and

review of our operating and financial performance

over the year, I would like to share with our loyal

shareholders my views on the outlook of the PRC

real-estate industry and the Group’s development

plans going forward.

Operational HighlightsFY2008 had been a challenging year. Despite this

challenging operating environment, the Group

remained resilient and achieved a total revenue of

S$1.01 billion with a total gross floor area (“GFA”)

of 285,926 sqm delivered in FY2008. While total

GFA delivered and revenue recognized in FY2008

were lower than that of FY2007 by 40.6% and

18.0% respectively, the average selling prices

(“ASP”) of Yanlord’s properties increased 32.6%

to RMB17,294 per sqm (equivalent to S$3,536)

in FY2008. Attributable to the strong ASP

achieved in FY2008, gross profit margin grew

10.4% to 55.5% from 45.1% in FY2007 while net

profit attributable to shareholders rose 2% from

S$221.5 million in FY2007 to S$225.8 million in

FY2008 – a continued indication of the strong

brand value, ability to command premium pricing

and consumer confidence that Yanlord and its

various subsidiaries possess in the PRC high-end

residential market.

While near-term market conditions remain

volatile, we are confident of the long-term

outlook of the PRC real estate sector.

Leveraging on the vast experience of our

dedicated and talented management team,

we will continue to focus on enhancing our

competitive advantages in high-end residential

development and further augment the Yanlord

brand name within the PRC real-estate sector.

Our Group has won numerous accolades

as a result of our continue commitment to

quality and design. Building on our successful

business model to provide a comprehensive

package that includes differentiating designs,

quality developments and professional property

management services, the Group has developed

a strong brand equity in the high-end residential

sector which is well recognised by the market.

Our commitment to quality continues to attract

discerning customers who are willing to pay


03

Gross margin grows to 55.5% from 45.1% on the back of a 32.6% increase in ASP

premium prices and underlines the continued increase in the

ASPs for our developments.

As a pan-region premier real-estate developer that excels

in the provision of fully-fitted apartment units as well as

quality commercial and integrated property projects in

strategically selected key high-growth cities within the PRC,

Yanlord is committed to providing high quality products and

excellent services to our customers. Adhering to its guiding

principle of “Developing land with devotion; building quality

accommodations with passion”, Yanlord consistently sets

new benchmarks within the PRC real estate sector through

the combination of avant-garde designs, quality materials and

premier finishing to create an environment that balances both

form and functionality.

Our developments in various high-growth cities in the PRC,

including Shanghai, Suzhou, Nanjing and Zhuhai, continue to

enjoy significant brand equity and strong demand by consumers.

Reflecting the market support for its fully furnished quality

developments, one of the Group’s projects in Shanghai, Yanlord

Riverside City was ranked by domestic real estate portal Soufun

as the residential development with the highest sales revenue

in Shanghai for 2008. Separately, our development in Zhuhai

– Yanlord New City Gardens Phase 1 – was accredited with

the highest level “Triple A residential project” rating by the PRC

Ministry of Construction.

The Group’s property management division is an extension of

our philosophy to providing buyers of its residential units with

a comfortable and endearing living environment. Subsequent

to our property management company in Shanghai being

selected as a national model for property management

services by the PRC Ministry of Construction, our property

management company in Nanjing was also awarded the same

accreditation in 2008. The successive nominations reflect the

success and scalability of our property management services

model, and further enhances the Yanlord brand name

with the assurance that residents of our developments will

continue to enjoy similar standards of living in every Yanlord

development.

On the back of these successes, the Group was named as China’s

“Top 10 Foreign Real Estate Company China Investment” by

overall ranking and “Top 10 Brand of Foreign Real Estate Company

Invested in China” in September 2008 by the China Real Estate

TOP 10 Research Team, who also estimates the Group’s current

brand value to be worth approximately RMB 4.06 billion.

Building our land bank reservesI strongly believe that overcoming adversity is the only way that

success is forged. The turbulent market conditions will undoubtedly

create opportunities to augment the future development of the Group

and we will capitalise on our strengths to seize such opportunities

for growth when they arise.

In February 2008, the Group invested in a residential development

project in Tianjin – Haihe Development Project. The site has a total

planned GFA of over 320,000 sqm and is ideally situated along

the picturesque riverfronts of the Xinkai and Ziya rivers. With the

limited availability of prime land within the urban regions of Northern

China, this project will serve to further extend the Group’s market

presence within the Bohai Economic Zone.

In July 2008, the Group successfully acquired a prime

residential development site with a total planned GFA of

approximately 160,000 sqm in Waigaoqiao District, Pudong,

Shanghai. Strategically situated within Shanghai’s planned

largest eco-development district, the site is amongst the few prime

residential usage land parcels released for sale in Shanghai in

04YANLORDLAND 2008 ANNUAL REPORT

Chairman’s Statement

2008 and have been slated for development into high-end

prime residential apartments. The site is in close proximity to

Shanghai’s comprehensive metro and highway networks and

offer easy access to the city’s financial centre.

Expansion of investment property portfolioAs a key well-balanced business strategy, the Group will continue

to focus on delivering stable recurrent income streams through

developing premier retail and commercial developments. Currently,

the Group has retained an aggregate GFA of approximately 500,000

sqm spread across key Chinese cities such as Chengdu, Tianjin

and Zhuhai for the development of various commercial properties.

Construction of our major projects in Chengdu (Yanlord

Landmark) and Tianjin (Yanlord Riverside Plaza) continues

to be on-track. Of particular note, construction of Yanlord

Landmark in Chengdu remains on schedule despite the

Szechuan earthquake in 2008. Slated to open in end 2009, the

tender for units at Yanlord Landmark had attracted renowned

international fashion brands who have signed preliminary lease

agreements with payment of initial rental deposits.

In addition, the Group’s key development in Tianjin – Yanlord

Riverside Plaza – continues to attract the interest of many globally

renowned retailers. Slated to open in 2011, the Group has recently

signed a preliminary anchor tenant lease agreement with an Asian

based multi-national departmental store for approximately 50,000

sqm GFA, and continues to receive enquiries for other shop lots

within the development.

Outlook 2008 has been one of the most turbulent years in recent

memory with shockwaves from the financial sector resonating

across all aspects of the global economy. However, it is in

such challenging times that we are able to put to test the

true mettle of a company and discern the long-term economic

viability of an enterprise. As management guru Peter Ferdinand

Drucker once said, “It is only through surviving crisis that a

business may grow into a successful enterprise.” And as a

Chinese poem goes: A hero is differentiated by his ability to

overcome obstacles, as a flower blooms even more fragrantly

after surviving the harsh winter weather.

Through its illustrious history, Yanlord has encountered and

surmounted many obstacles. These experiences have and

will continue to enhance the Group’s ability to rise above any

potential challenges. While the current market environment may

be challenging, we remain confident of the long-term potential

of the PRC real estate sector. Moving forward, the Group will

continue to maintain a sound financial policy, prudent investment

strategies while focusing on improving our quality control,

property management, human resources, cultural and other

operational aspects to enhance the value of our products and

services. It is only through such efforts that we can cater to the

long-term benefits of Yanlord shareholders.

In appreciationOn behalf of our Board of Directors, I would like to express our

sincerest gratitude to our shareholders for their trust and support.

In appreciation, the Board of Directors has proposed a first and

final dividend of 1.23 Singapore cents per share, representing

a dividend payout of approximately 10% of FY2008 net profit

attributable to equity holders. We will continue to build on our

success towards future developments and endeavor to increase

shareholder value.

Chairman’s Statement


05


主席致辞

尊敬的各位股东：本人在此呈报仁恒置地集团2008年度诸项业绩，同时也与各位股东

分享本人对中国地产业及集团未来发展前景的一些思考。

经营业绩亮点纷呈与2007年相比，2008年的地产市场呈现巨大波动。虽然2008年销

售面积为285,926平方米，同比减少40.6%，但是集团2008年的销

售均价同比上升32.6%，达到每平方米人民币17,294元（等同新币

3,536元）；2008年的毛利率为55.5%，同比上升10.4个百分点。虽

然2008年的销售收入约为新币10亿零7百万元，同比减少18.0%，

但2008年公司股东权益的净利润约为新币2亿2,584万元，同比上升

2%；显示出仁恒各成员企业在中国不同地区高端房地产市场的开

发实力、溢价能力和品牌价值。

面对市场的波动，集团管理层冷静思考，深入分析，沉着应对，进

一步增强仁恒在高端物业领域的竞争优势。集团在项目开发与产品

链的每一个环节上精益求精，通过差异化设计、精细化施工、专业

化物业管理等一系列举措为客户创造更高的附加值。集团的经营模

式成就了仁恒的品牌价值，赢得了市场，满足了客户需求，得到了

各方的高度认可。

作为一个在中国从事跨区域、跨城市、跨业态开发经营的企业，仁

恒高度重视产品与服务的品质，以“善待土地、用心造好房”作为

自己持续追求的目标和不懈奋斗的动力。2008年，集团在上海、苏

州、南京、珠海等地的楼盘均以优良品质受到消费者和业内同行的

认可。其中上海仁恒河滨城项目再次获得上海市年度住宅销售冠

军，销售业绩和市场反响令业内瞩目；珠海仁恒星园一期更是达到

了中国国家建设主管部门对住宅产品的最高认定标准：“3A”级。

继上海仁恒物业管理公司之后，南京仁恒物业管理公司亦被评为

国家物业管理一级资质企业。正是由于集团稳固的市场地位及

商业操守，集团的市场影响和品牌价值稳步提升，被专业机构

评为“2008年海外在中国投资房地产上市公司综合实力TOP10企

业”和“2008海外在中国投资的房地产公司品牌TOP10”，企业品

牌价值跃升至40.63亿元人民币。

土地储备稳步增加我坚信，严冬孕育着春蕾，市场的波动与行业的调整孕育着更大的

机遇。本着稳健经营的原则，2008年集团在天津、上海再添优质地

块，进一步增强了持续发展能力。

2008年1月，集团收购了天津滨河水岸项目。项目毗邻新开河与子牙

河，建筑面积超过32万平方米，是中国北部城市稀缺的优质地块。

集团在渤海湾经济区的市场地位进一步得到巩固。

2008年7月，集团摘牌获得了上海浦东新区外高桥五洲大道地块，

该地块是08年上海出让的为数不多的几个住宅地块之一，位置优

越，邻近轨道交通，处于规划中上海最大的绿地公园之内，建筑

面积近16万平方米，适合开发高端的国际社区。

受惠于物业平均销售价上扬32.6%，2008年毛利率由45.1%劲升至55.5%


07

主席致辞

持有投资物业稳步推进集团目前在建的商用物业分布在成都、天津与珠海等地, 持有投

资物业总面积约50万平方米。值得一提的是，成都仁恒置地广场

（“置地广场”）项目进展顺利，没有因四川强震而滞后。项目招

商正按计划进行，已与多个国际一线品牌签订了意向协议，并收取

了租赁定金。置地广场的商场计划约于2009年底试营业，届时将成

为成都市最高档的购物中心之一。

集团位于天津的海河广场项目也进展顺利，集团已就其中面积达

5万平方米的主力百货商场与亚洲知名的企业集团签订了租赁意向

协议，预计2011年开始营业。

未来展望2008年是世界动荡的一年，一场百年一遇的金融危机席卷了全世

界，也波及了中国经济。仁恒在发展的过程中曾经受了多次市场

考验和洗礼。但仁恒不断学会在危机中提高自己，在危机中继续

发展。正如管理学家德鲁克所说：只有经过多次危机洗礼的企

业，才能成长为伟大的企业。正可谓：自古英雄多磨难，梅花香

自苦寒来。

面对目前的困难与多变的市场环境，集团将继续保持稳健的财务政

策、审慎的投资策略，不断地提高质量控制、企业管理、人才、

制度、及文化等方面的水平，使我们的产品在各个环节都做得更

好，从而提升仁恒产品的附加值。只有这样，我们才能对股东的

长远利益负责。

致谢本人代表集团感谢所有股东的信任和支持。作为回报，集团董事

局建议以约净利润的10%派发股息，每股的首次及末期分红为新币

1.23仙。集团上下将继续努力，为股东创造更大价值。

Yanlord International Apartments Clubhouse


FinancialHighlights

YANLORD LAND


Profit for the Year (s$million)

06 07 08

300

200

100

337

281

314

FY

Gross Profit(s$million)

06 07 08

600

400

200

553

438

559

FY

Net Profit Attributableto Equity Holders(s$million)

06 07 08

300

200

100

222

171

FY

Revenue and Profitability FY2006 - FY2008

As at 31 December 2006 2007 2008

Net Debt / Equity Net Cash 19% 64%Total Debt / Equity 47% 65% 84%Total Debt / Capitalization(1) 29% 33% 40%

Financial Highlights

Revenue (s$million)

06 07 08

1,500

1,000

500

1,228

1,007

1,014

FY


09

226

Credit Ratios

(1) Capitalization = Total debt + Equity attributable to equity holders of the Company + Minority interests

OperationsReview


YANLORD LAND


Yanlord Peninsula

Yanlord continues to extend its market penetration and product diversity to complement existing revenue streams and derive greater value for shareholders

Balance Sheet Highlights

(S$’000) 2007 2008

Current assets 2,032,970 2,265,901

Non-current assets 1,750,927 2,553,279

Total assets 3,783,897 4,819,180

Current liabilities 945,037 1,219,672

Non-current liabilities 849,061 1,269,132

Total liabilities 1,794,098 2,488,804

Minority interests 454,607 461,051

Equity attributable to equity holders 1,535,192 1,869,325

Net asset value per share (S$ ) 0.84 1.02

Borrowings and Debt

Short term debt 173,670 350,027

Long term debt 525,940 898,930

Convertible notes 299,195 323,562

Total debt 998,805 1,572,519

Operations ReviewDespite the market volatility witnessed in FY2008, the

Group continues to remain resilient, net profit attributable to

shareholders grew by 2.0% from S$221.5 million in FY2007

to S$225.8 million in FY2008. While total GFA delivered in

FY2008 was 40.6% or 195,102 sqm lower at 285,926 sqm

than 481,028 sqm recognised in FY2007, average selling

prices (“ASP”) of Yanlord’s delivered properties increased by

32.6%, from RMB13,038 per sqm in FY2007 to RMB17,294

per sqm in FY2008. The Group’s resilient performance

reflects the strong brand equity and consumer confidence

which Yanlord possesses in the PRC high-end residential

market, overcoming the recessionary impacts brought on by

the global economic downturn.

Earnings per share (“EPS”) remained stable in FY2008 from

FY2007 at 12.35 Singapore cents, while EPS on a fully diluted

basis was 11.66 Singapore cents.

Profit and Loss Highlights

(S$’000) 2007 2008

Revenue 1,227,932 1,007,217

Gross profit 553,296 559,468

Profit before income tax 537,591 580,883

Profit for the year 336,704 313,956

Net profit attributable to equity holders 221,500 225,841

EPS (on the weighted average

number of ordinary shares) (S$ cents) 12.52 12.35

Delivered GFA (sqm) 481,028 285,926

ASP (RMB) 13,038 17,294

Operations Review


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07 08

60

40

20

56

45

FY 07 08

40

20

27

FY

31

Gross Profit Margin

(%)

Net Profit Margin

(%)


Operations Review

The Group recorded a total 527,018 sqm of completed GFA in

Shanghai, Nanjing, Suzhou and Chengdu in FY2008. Total GFA

under development as at 31 December 2008 was 1,228,650 sqm

distributed across Shanghai, Nanjing, Suzhou, Zhuhai, Tianjin and

Chengdu. In FY2008, the Group commenced construction work

on 494,380 sqm GFA located mainly in Shanghai, Nanjing, Zhuhai

and Suzhou. The Group has also acquired additional land bank

of 485,574 sqm GFA in Tianjin (Haihe land plot) and Shanghai

(Waigaoqiao land plot).

The Group was named as China’s “Top 10 Foreign Real Estate

Company China Investment” by overall ranking and “Top 10

Brand of Foreign Real Estate Company Invested in China” by

the China Real Estate TOP 10 Research Team, a joint research

group consisting of Development Research Center of the State

Council, Real Estate Research Institute of Tsinghua University

and China Index Academy, in September 2008. The study

also estimates the Group’s current brand value to be worth

approximately RMB 4.06 billion.

Sale of PropertiesIn FY2008, the Group’s revenue was derived from mainly the

sale of properties at Yanlord Riverside City Phase 2 and 3

(Shanghai), Yanlord Yunjie Riverside Gardens (Shanghai),

Bamboo Gardens Phase 3 (Nanjing), Yanlord International

Apartments (Nanjing), Yanlord Peninsula (Suzhou) and Hengye

Star Gardens (Chengdu).

In view of market volatility and changing regulatory policies, the

Group has initiated a series of key measures that will enable it

to capitalise on potential growth trends and further enhance the

Group’s property sales revenue. The key measures include:

Commitment to product and service quality standards to ensure

that additional value is generated for our customers.

Complement existing marketing efforts with more marketing

channels to broaden the target client groups.

Augment core competencies of the marketing team.

Continued focus in developing Yanlord’s brand equity and recognition

within the industry; leveraging on our brand equity to drive sales as

well as increasing flexibility on adjusting to prevailing market trends.

As at 31 December 2008, Yanlord attained total contracted but un-

booked pre-sales of approximately S$238.1 million, representing a

total undelivered GFA of approximately 56,894 sqm.

Property DevelopmentThe Group continued its steady pace of new developments in FY2008.

For the year under review, we completed a total GFA of 527,018 sqm

with key developments in Shanghai, Nanjing, Suzhou and Chengdu.

This brings the Group’s cumulative total completed GFA to 2,926,844

sqm. Adhering to our corporate philosophy “to develop land with

devotion and building quality accommodation with passion” we

continue to strive for safety and excellence in our developments which

has won recognition from our clients and industry peers.

Testament to the Group’s development quality, our Zhuhai Yanlord

New City Gardens Phase 1 development was awarded with a

“Triple A residential project” accreditation by the PRC Ministry of

Construction while our Shanghai Yanlord Riverside City development

was similarly awarded the Gold award for quality development by

the Shanghai Real Estate Association.

(1)

(2)

(3)

(4)

Commercial Property PortfolioThe development of our commercial property portfolio represents

the Group’s strategic initiative to leverage on Yanlord’s brand

equity in the development of premier residences and create

additional revenue streams to complement the Group’s existing

businesses.

The Group has retained an aggregate GFA of approximately 500,000

sqm in various key high-growth PRC cities such as Chengdu, Zhuhai,

Nanjing and Tianjin for the development of high-end commercial

developments. Sited in city-centric locations, these developments

possess high intrinsic value and development potential.

Focused on developing high-end commercial projects that include

retail malls, grade A office suites, five-star hotels and serviced

apartments, the Group optimises the mix of each investment

property project to maximize returns and generate a recurring

revenue stream that will boost shareholder’s value.

Land Bank ReservesIn view of market fluctuations and turbulences surrounding the real-

estate sector in FY2008, the Group was proactive in monitoring

market developments and targeted regions that exhibit high

economic growth potential, high standards of living and of prime

locations for investments to strategically grow the Group’s land

bank and development potential.

In February 2008, the Group invested in a residential development

project in Tianjin – Haihe Development Project. The site is over

130,000 sqm with a total planned GFA of approximately 320,000

sqm and is ideally situated along the picturesque riverfronts of

the Xinkai and Ziya rivers. Located within central Tianjin city, the

Group – with an 80% ownership in the project - plans to develop

the plot of land into fully-fitted apartments.

In July 2008, the Group successfully tendered for a prime residential

development site with a site area of 97.074 sqm and a total planned

GFA of approximately 160,000 sqm in Waigaoqiao District, Pudong,

Shanghai. Strategically situated within Shanghai’s planned largest eco-

development district, the site was amongst the few prime residential

usage land parcels released for sale in Shanghai in 2008 which is slated

for development into high-end prime residential apartments. These

sites are in close proximity to Shanghai’s comprehensive metro and

highway networks and offer easy access to the city’s financial centre.

As at 31 December 2008, the Group has a total land bank of 3.78

million sqm in GFA sited in city-centric locations within key high-growth

cities of the PRC, and which possess high growth and development

potential. Of the total land bank, properties under development

accounted for approximately 1.23 million sqm GFA.

Product Development Yanlord places great emphasis in developing quality projects.

Through deployment of the latest technologies and techniques,

we continuously enhance the quality of our developments and

customize each development according to regional requirements.

For instance, at our Shanghai Yanlord Riverside City, the Group

used an “aquatic floor radiant-heating system” to generate

temperature appropriate for the human body. In addition, this

technology generates up to a 10-15% in energy savings. The

Group also initiated the construction of an innovative eco-friendly

underground carpark which is illuminated by direct sunlight, giving

the underground car-park a green and fresh environment.

Operations Review


13


For Yanlord Riverside Plaza, located in Tianjin, the Group has

constructed a unique “Ecological Atrium” within the interior

compounds of the Plaza to mitigate the harsh northern winters and

create a lush environment for its residents and retail customers.

The Group constantly exceeds the changing demands of our

discerning customers through a focused development strategy

to amalgamate the latest building designs and techniques

with premium quality finishing. We have also taken into account

environmental concerns and have started various ecological

initiatives to further enhance our developments.

Property ManagementThe Group is one of the pioneers in introducing international

property management concepts to the PRC. In applying the

Group’s management philosophy to render a comfortable and

endearing living environment for our customers, the Group employs

the latest technology and quality assurance standards to optimise

our management model. The Group works tirelessly in improving

our property management service levels and through such efforts,

offer our clients a unique “Yanlord” experience in superior living

conditions and excellence in service and care for our customers.

Currently our Shanghai and Nanjing property management

companies have received national level accreditation for Class

1 Property Management Companies. Combining our wealth of

experience and capability in property management, we have

developed an experienced and professional management

team that continues to excel in the provision of quality property

management services. To-date our property management

teams have won numerous awards at the national, provincial

and municipal levels.

Human ResourceYanlord regards human resource as one of its most valuable

assets and a key contributor to the Group’s continued success.

The Group has also adopted a series of effective selection,

development, reward and retention policies to attract and

retain talented employees that contribute to the Group’s

continued development. Operating on our mission statement

of “Managing with benevolence and integrity, achieving

perpetuity through perseverance”, we believe in treating our

employees with trust, understanding and respect. We actively

seek to maintain a working environment that is conducive for

continuous learning thereby allowing employees to develop to

their full potential.

Yanlord regards employee development and training as an

integral function. We attach great importance to the development

of working teams within the organisation, and regard the role of

the manager as one of “managing operations” and “nurturing

employees”. The Group has in place a series of training programs

for managers to enhance their management capabilities.

Investor RelationsCorporate transparency and timely disclosure of information to

shareholders is of key importance to Yanlord. We endeavor to

maintain a high standard of corporate governance and proactively

seek to engage the investment community to facilitate the

understanding of our Group’s business strategies and growth

potentials. Quarterly financial reports as well as announcements

and press releases are also promptly posted on the SGX website

and our corporate website, ensuring that investors receive timely

and accurate information.

Operations Review

Yanlord International Apartments Lobby Area


业绩概要2008年，虽然面临市场波动，但全年公司股东权益的净利润仍录

得新币2亿2,584万元，同比上升2.0%。尽管2008年集团物业实现

销售面积为285,926平方米，相比2007年481,028平方米，减少了

40.6%或195,102平方米，但集团2008年物业实现销售均价从2007年

的每平方米人民币13,038元上升至每平方米人民币17,294元，上涨

幅度为32.6%。上述经营业绩是在金融海啸全球扩散、世界经济动

荡不安、中国地产市场波动调整、消费者信心受到冲击的情况下

取得的，再次显示了仁恒在中国高端房地产市场的开发实力、溢

价能力和品牌价值。

2008年集团每股盈利为新币12.35仙，摊薄后每股盈利为新币

11.66仙，均与2007年度基本持平。

业务回顾

经营业绩概况

(新加坡币,千元) 2007 2008

营业收入 1,227,932 1,007,217

毛利润 553,296 559,468

税前利润 537,591 580,883

净利润 336,704 313,956

股东应占净利润 221,500 225,841

每股盈利(新币,仙)

(以加权平均股数计算) 12.52 12.35

实现面积(平方米) 481,028 285,926

实现均价(人民币) 13,038 17,294

资产负债概况

(新加坡币,千元) 2007 2008

流动资产 2,032,970 2,265,901

非流动资产 1,750,927 2,553,279

总资产 3,783,897 4,819,180

流动负债 945,037 1,219,672

非流动负债 849,061 1,269,132

总负债 1,794,098 2,488,804

小数股东权益 454,607 461,051

股东应占权益 1,535,192 1,869,325

每股资产净值(新币,元) 0.84 1.02

借贷及债务

短期借贷 173,670 350,027

长期借贷 525,940 898,930

可换股债券 299,195 323,562

总贷款额 998,805 1,572,519

07 08

60

40

2056

45

FY 07 08

40

20 27

FY

31

毛利率

(%)

净利润率

(%)

2008年，集团竣工面积527,018平方米，主要分布于上海、南京、

苏州和成都等四大城市；年末在建面积1,228,650平方米，主要分

布于上海、南京、苏州、珠海、天津和成都等六大城市；新开工

面积494,380平方米，主要分布于上海、南京、珠海、天津等四大

城市。2008年，集团新增土地储备485,574平方米，分别是天津的

滨河水岸项目和上海的五洲大道项目。

集团的开发实力、经营业绩和品牌价值获得了市场和客户的高度

认可。2008年，集团被国务院发展研究中心企业研究所、清华大

学房地产研究所和中国指数研究院共同发起设立的“中国房地产

TOP10研究组”评为“2008年海外在中国投资房地产上市公司综合

实力TOP10企业”，并被评为“2008海外在中国投资的房地产公司

品牌TOP10”，企业品牌价值跃升至40.6亿元人民币。

物业销售集团2008年销售物业主要包括：上海的仁恒河滨城二期、三期和仁

恒运杰河滨花园项目；南京的仁恒翠竹园三期和仁恒国际公寓；苏

州的星岛仁恒和星屿仁恒以及成都的恒业星园项目。

面对全球经济和国内市场波动，集团深入分析市场形势，密切关

注政策走向，积极把握行业发展动态，采取多项措施促进物业销

售，主要包括：

坚持以产品和客户为导向，精益求精提升产品品质和服务质

量，不断提高产品附加值，给予客户更多的增值服务。

积极拓展各类渠道，充分挖掘各方潜力聚集目标客户。

加强营销团队的建设，提高营销专业能力。

推动品牌建设和推广，扩大仁恒品牌知名度和行业影响力，

以品牌带动销售，增强适应市场变化的能力。

于2008年12月31日，集团尚有56,894平方米已销售物业未交付结

算，合同金额总计新币2.38亿元。

（1）

（2）

（3）

（4）

业务回顾


17

项目开发2008年，集团各大项目的开发建设稳步推进。全年竣工建筑面积为

527,018平方米，主要分布于上海、南京、苏州和成都等四大城市。

至此，集团中国境内累计竣工交付面积达到2,926,844平方米。

集团坚持“善待土地、用心造好房”的开发理念，各交付项目均

在工程质量和产品品质上精益求精，获得了市场和业主的广泛

认可，如：珠海星园一期通过国家建设部3A级住宅性能认定，

上海仁恒河滨城被上海市房地产行业协会评为上海市优秀住宅

金奖。

商业地产商业地产开发经营是集团面向未来、增强综合竞争力的战略性举

措。集团以高档社区购物中心、中央商务区的都市型购物中心、

甲级写字楼、五星级酒店及服务式公寓作为未来商业房地产开发

的主要发展方向，优化不同业态的组合，实现住宅和商业地产的

优势互补，互相促进，获取持续稳定的现金流及持续的物业增值，

为股东创造更多的价值。

集团在中国的一些主要城市中心地段投资建设高端商用物业，总

建筑面积约50万平方米。主要分布在成都、珠海、南京、天津。

这些物业位置优越，具有非常可观的价值。

土地储备面对2008年房地产市场的调整与波动，集团紧密跟踪市场动态，重

点在经济发达、生活富裕的国际化城市考察和投资位置优越、富有

增值潜力的项目和地块，进一步增强公司的持续发展能力。

2008年2月，集团收购了天津仁恒滨河水岸项目。项目毗邻新

开河与子牙河，是中国北部城市稀缺的优质地块。项目占地约

13万平方米，建筑面积约320,000平方米，集团占80%的权益，

将建造成为天津市中心城区精装修、生态型、国际化的高档滨

河社区。

业务回顾


2008年7月，集团摘牌获得了上海浦东新区外高桥五洲大道地块，

该地块是08年上海出让的为数不多的几个住宅地块之一，位置优

越，邻近轨道交通，处于规划中上海最大的绿地公园之内。项目

占地面积97,074平方米，建筑面积约160,000平方米，将建造成上

海浦东又一高品质、精装修的国际化社区。

截至2008年年底，集团储备土地可开发面积约为378万平方米，其

中在建面积约为123万平方米。这些项目多位于中国高增长城市的

核心地段，具有可观的升值潜力。

产品研发仁恒高度重视产品研发工作，注重对新型、环保、绿色生态建筑

的研究与实践，根据项目情况采用各类先进技术和工艺，提升项

目品质，满足客户对产品品质日益提高的需求。

例如在上海仁恒河滨城项目中，公司采用了低温热水地板辐射采

暖技术，创造出真正符合人体散热要求的热环境，并节省采暖能

耗10-15%；同时创新地建造超大面积下沉式阳光内庭地下车库，将

地面的自然景观延伸到地下，为车库引入阳光及清新空气。

在天津海河广场项目中，公司设计了生态中庭，针对北方四季变

化的气候特征，在寒冷的冬季，为消费者和小区业主提供了一处

宝贵的绿色休闲空间。

物业管理仁恒物业在中国大陆较早引入国际上先进的物业管理经验和理念，

将“恒心服务，一生呵护”的服务宗旨融入到“以人为本，客户至

上，注重细节，追求完美”的服务中去。

仁恒物业注重引入新的科技成果和质量保证体系，持续完善和优化

自身的管理模式，不断提升物业管理服务水平，以出色的服务使

业主享受中国内地超前的“星级酒店管家式”服务和“仁恒”个

性化服务。

目前，仁恒物业旗下拥有上海仁恒物业和南京仁恒物业两家国

家物业管理一级资质企业，形成了一支拥有丰富物业管理经验

的专业团队。仁恒物业管理的项目获得了多项市优、省优、国

优荣誉。

人力资源仁恒通过优秀的企业文化来吸引和保留员工，视员工为企业的合

作伙伴，信任、理解并善待员工，一直保持着员工队伍的相对稳

定和不断成长。

仁恒认为人才是企业的无形资产、第一资源，通过采取一系列措

施，来有效实现对高素质管理团队和员工队伍的选、用、育、留

和激励。

公司在整个集团范围内，坚持并倡导统一的企业宗旨和核心价值

观：“仁信治业，持之以恒”，并以此作为招募选拔和评估考核

人才的标准。集团通过营造“低调务实，快乐向上”的组织氛围

和人性化管理，来为员工提供展现能力和实现个人价值的平台，

积极为员工营建适合而富有创造性的发展空间，鼓励员工积极而

卓越的工作，实现企业与员工的“双赢”发展。

对员工的持续培训与教育被认为是管理层一项非常重要的任务，

集团非常重视职业经理人队伍建设，明确经理人的职责在于“做

事”与“育人”，借助涵盖全体员工的各类丰富的培训机会，辅

之以人力资源优化措施，集团也由此实现了人力资源质量持续提

升的战略目标。

投资关系集团注重向投资者提供及时、准确的讯息批露，并建立了一系列

有系统的沟通管道，向股东、投资者及分析员提供定期及可靠的

讯息。季度业绩报告及各项公告和新闻稿均通过新加坡证券交易

所的官方网站公告及仁恒置地集团网站及时发布。

Gross Property Sales by City in FY2008

Gross Property Sales by Project in FY2008

GFA Contribution by City in FY2008

Chengdu5.6%

Suzhou10.0%

Nanjing20.3%

Shanghai61.9%

Chengdu Hengye Star Gardens

5.6%

Nanjing Bamboo Gardens (Phase 3)

11.9%

Suzhou Yanlord Peninsula 10.0%

Shanghai Yanlord Riverside City (Phase 2)34.3%

Others4.6%

Chengdu21.8%

Suzhou12.8%

Nanjing25.7%

Shanghai35.1%

GFA Contribution by Project in FY2008


OperationalHighlights

YANLORD LAND


Others2.2%


Yunjie Riverside Gardens Phase 14.3%

Nanjing Yanlord International Apartments

8.2%

Others5.0%

Chengdu Hengye Star Gardens

21.8%

Nanjing Bamboo Gardens (Phase 3)

18.1%

Suzhou Yanlord Peninsula 12.8%



Yunjie Riverside Gardens Phase 16.1%

Nanjing Yanlord International Apartments

7.5%

Others6.7%


21

Completed Development Properties

Properties Held forFuture Development

Properties UnderDevelopment

Zhuhai3.5%

Chengdu4.8%

Guiyang1.7%

Nanjing30.9%

Shanghai57.8%

Tianjin18.8%

Shenzhen20.9%

Zhuhai8.5%

Suzhou13.0%

Nanjing24.1%

Shanghai14.7%

Suzhou15.4%

Tianjin15.1% Nanjing

13.5%

Chengdu13.6%

Zhuhai26.5%

Shanghai15.9%

Suzhou1.3%

Segregation of GFA by Development Status & Cities

Total

2.93million sqm

Total

2.55million sqm

Total

1.23million sqm

Yanlord Riverside City

Completed Development Properties

Project CityInterest

AttributableCommencement

Date Completion Date GFA (sqm)


23

Schedule SummaryDevelopment

YANLORD LAND


Shanghai 67% March-93 November-96 53,049 R,S

Shanghai 67% November-94 November-97 13,579 R

Shanghai 67% November-97 September-03 415,360 R

Shanghai 67% May-03 September-06 264,765 R

Shanghai 67% August-05 May-08 265,522 R,S

Shanghai 67% March-07 December-08 110,616 R

Shanghai 50% September-05 December-07 83,325 R

Shanghai 56% May-02 November-05 191,230 R

Shanghai 56% May-02 March-07 136,132 R

Shanghai 51% March-05 April-08 157,295 R

Nanjing 100% May-94 December-02 327,667 R

Nanjing 100% November-00 September-03 69,649 R

Nanjing 100% November-00 October-03 118,230 R

Nanjing 100% December-03 December-07 156,357 R

Nanjing 100% March-06 December-08 118,175 R

Nanjing 100% May-04 December-07 60,796 H

Nanjing 100% May-04 June-08 52,202 R

Chengdu 51% December-04 April-06 40,665 S

Chengdu 51% May-06 April-08 101,032 R,S

Guiyang 67% November-03 October-04 14,376 S

Guiyang 67% June-04 March-06 36,131 R

Zhuhai 90% September-06 December-07 101,624 R,S

Suzhou 100% November-05 January-08 39,067 R

Yanlord Plaza (1)(仁恒广场)Yanlord Apartments(仁恒公寓)Yanlord Gardens (Phase 1-3)(仁恒滨江园，一 - 三期)Yanlord Riverside City (Phase 1)(仁恒河滨城，一期)Yanlord Riverside City (Phase 2) (1)(仁恒河滨城，二期)Yanlord Riverside City (Phase 3)(仁恒河滨城，三期)Yanlord Town(仁恒家园)Yanlord Riverside Gardens (Phase 1)(仁恒河滨花园，一期)Yanlord Riverside Gardens (Phase 2)(仁恒河滨花园，二期)Yunjie Riverside Gardens (Phase 1)(运杰河滨花园，一期)Plum Mansions, including Lakeside Mansions (Phase 1-4) (梅花山庄.湖畔之星)Orchid Mansions (1)(玉兰山庄)Bamboo Gardens (Phase 1)(翠竹园，一期)Bamboo Gardens (Phase 2)(翠竹园，二期)Bamboo Gardens (Phase 3)(翠竹园，三期)Yanlord International Apartments, Tower A (1)(仁恒国际公寓，A栋)Yanlord International Apartments, Tower B(仁恒国际公寓，B栋)Hengye International Plaza (1)(恒业国际广场)Hengye Star Gardens (1)(恒业星园)Xintian Centre(新天商业中心)Yanlord Villas(仁恒别墅)Yanlord New City Gardens (Phase 1) (1)(仁恒星园，一期)Yanlord Peninsula (Townhouse - Phase 1)(星岛仁恒，一期)

Total 2,926,844

R = ResidentialO = OfficeS = Shop & RetailH = Hotel & Service Apartment

4,189

0

957

2,419

42,278 (2)

83,836

486

0

0

18,140

1,045

1,003

742

668

28,414

43,567

37,409

40,665

20,361

996

825

3,077

2,400

Remaining Unsold/Held for

Investment/Fixed Assets

(SaleableArea, sqm)

333,477

(1) Consists of properties held for investment with unexpired terms of lease between 35-65 years as at 31 December 2008

(2) Consists of 10,362 sqm of saleable area of shop space

Type

Development Schedule Summary


Properties Under Development

Project

Suzhou 100% May-06 July-09 50,072 R

Suzhou 100% May-06 April-09 49,501 R

Suzhou 100% May-06 1st Quarter 2010 74,831 R

Suzhou 100% October-08 1st Quarter 2012 15,100 R

Zhuhai 90% August-07 December-09 107,981 R

Zhuhai 90% May-08 3rd Quarter 2011 217,779 R

Shanghai 67% March-07 2nd Quarter 2010 99,506 R

Shanghai 51% July-08 4th Quarter 2012 95,290 R

Tianjin 100% October-07 4th Quarter 2010 185,589 R,S

Chengdu 100% August-06 3rd Quarter 2010 166,790 O,S,H

Nanjing 60% January-08 4th Quarter 2010 166,210 R

CityInterest

Attributable

ActualCommencement

DateEstimated

Completion Date GFA (sqm)

Yanlord Peninsula (Townhouse - Phase 2)

(星岛仁恒，二期)

Yanlord Peninsula (Apartment - Phase 1)

(星屿仁恒，一期)

Yanlord Peninsula (Apartment - Phase 2)

(星屿仁恒，二期)

Suzhou Wuzhong Area C1 Land - Villas

(苏州吴中区C1地块-别墅)

Yanlord New City Gardens (Phase 2 - Section1)

(仁恒星园，二期一段)

Yanlord New City Gardens (Phase 2 - Section2)

(仁恒星园，二期二段)

Yanlord Riverside City (Phase 3)

(仁恒河滨城，三期)

Yunjie Riverside Gardens (Phase 2)

(运杰河滨花园，二期)

Yanlord Riverside Plaza (Phase 1)

(海河广场，一期)

Yanlord Landmark

(仁恒置地广场)

Yanlord Yangtze Riverside City (Phase 1)

(仁恒江湾城，一期)

Total 1,228,649


Type

Development Schedule Summary


25

Properties Held for Future Development

Project CityInterest

Attributable

EstimatedCommencement

Date

EstimatedCompletion

Date GFA (sqm)

Shanghai 67% Under Planning Under Planning 35,831 R

Shanghai 100% 2009 2011 65,050 R

Shanghai 100% (1) 2009 2011 158,604 R

Shanghai 51% 2009 2011 117,459 R

Nanjing 60% 2009 2012 191,100 R

Nanjing 60% 2011 2014 330,690 R

Nanjing 60% 2010 2013 93,281 R

Tianjin 100% Under Planning Under Planning 151,611 R,O

Tianjin 80% Under Planning Under Planning 326,970 R

Shenzhen 75% Under Planning Under Planning 390,000 R

Shenzhen 75% Under Planning Under Planning 144,064 R

Suzhou 100% (2) 2009 2013 331,188 R

Zhuhai 95% 2009 2015 216,582 R,O,S,H

Shanghai San Jia Gang Land Plot

(仁恒滨海度假村)

Shanghai New Jiangwan Urban Area Land

(上海新江湾地块)

Shanghai Waigaoqiao Area Land

(上海森兰外高桥地块)

Shanghai Qingpu District Land

(上海青浦地块)

Yanlord Yangtze Riverside City (Phase 2)

(仁恒江湾城，二期)

Yanlord Yangtze Riverside City (Phase 3-4)

(仁恒江湾城, 三，四期)

Nanjing Hexi New Urban Area Land

(南京河西新地块)

Yanlord Riverside Plaza (Phase 2)

(海河广场，二期)

Tianjin Haihe Land

(天津海河地块 - 仁恒滨河水岸)

Shenzhen Longgang District Redevelopment Project

(深圳龙岗区 - 城中村改造项目)

Shenzhen Longgang District Economic Residential Housing

(深圳龙岗区 - 经济适用房)

Yanlord Lakeview Bay

(仁恒双湖湾)

Yanlord Marina Centre

(仁恒滨海中心)


Total 2,552,430

(1) Subject to legal transfer of shareholding interest as provided in our SGXNET announcement dated 27 February 2009 (2) Subject to legal transfer of shareholding interest as provided in our SGXNET announcement dated 27 February 2009

Type

Tianjin

NanjingShanghai

Zhuhai

Chengdu

Developments in a class of their ownSelected Key Projects for FY2009


Our Project Showcase

YANLORD LAND


Suzhou

Guiyang

Shenzhen


27

Jan.2008, Yanlord Riverside City won Golden Award for Quality Housing in Shanghai


Yanlord Riverside CityYanlord Riverside City carries on Yanlord’s tradition

of building high-end residences as represented by

Yanlord Gardens and Yanlord Riverside Gardens.

The project, part of the Lianyang International

Community, is located at the heart of Pudong

New Area’s Administrative and Cultural Center.

Adjacent to the crossing of major transportation

routes of Dingxiang Road and Jinxiu Road, it offers

easy connection to Lujiazui Finance and Trade

Zone, Pudong International Airport, Jinqiao Export

Processing Zone, Waigaoqiao Free Trade Zone and

Zhangjiang Hi-tech Park where a large number of

foreign invested businesses are in operation. Yanlord

Riverside City is blessed with many amenities,

including the 140-hectare Century Park to the south,

and Shanghai Science and Technology Museum,

Oriental Art Center, Tomson Golf Course within its

vicinity. Yanlord Riverside City has a GFA of 740,000

m2 . The green area ratio of the project is as high as

60%. It also features a 50-meter wide boulevard, a

40-meter-wide Yangjing Creek meandering through,

7,000 m2 coast-themed sports and recreation area.

Yanlord Riverside City is the culmination of Yanlord’s

experience in developing fully-fitted residences.

As one of the largest international communities

in Shanghai, it now accommodates many senior

expatriate business executives. Yanlord Riverside

City has garnered several awards for its architectural

design, engineering, landscaping, decoration

finishing, etc. The widely acclaimed quality has made

Yanlord Riverside City a market hit since its launch.

To date it has ranked top in sales for residential

developments in Shanghai for both 2007 and 2008.

SHANGHAI



29

Yanlord Yangtze Riverside CityLocated along Yangtze River in Hexi New Area, Nanjing, Yanlord Yangtze

Riverside City occupies a land area of approximately 346,900 square meters,

which will be developed into a total GFA of approximately 688,000 square

meters. The project is divided into four phases of which the construction of the

first phase is presently undertaken.

NANJING

Yanlord Yangtze Riverside City

Yanlord Yangtze Riverside City




CHENGDUYanlord Landmark

Yanlord LandmarkYanlord Landmark is a key investment property project of Yanlord in Western China. Located at the heart of Chengdu CBD along major arterial roads, the project neighbours top-grade office buildings, five-star hotels and luxury department stores. It enjoys the most favorable location with the Metro Line No. 1 and other business resources in close vicinity. Yanlord Landmark has a planned GFA of approximately 166,800 m2 above ground and upon completion will incorporate office areas, serviced apartments, and a high-end shopping mall offering retail, conference, residence, and other business and recreation facilities. It is positioned to be the top-end property that represents the highest technical and service standards and will cater to the needs of MNCs who plan to locate their regional headquarters in Chengdu. Yanlord has engaged a world renowned architectural consultant as well as other renowned professional parties to contribute expertise to ensure that the project excels in all aspects ranging from engineering, landscaping to business operation; contributing to Chengdu’s integration into the global business arena. Work commenced in August 2006, Yanlord Landmark is expected to be completed in 2009 and enter full operation between 2009 and 2010. The office space of the project will meet the demand of international corporations in Chengdu with its high quality fittings and is expected to accommodate regional headquarters of big domestic and foreign companies. The serviced apartments in Yanlord Landmark, in collaboration with Fraser Hospitality from Singapore, will meet the demands of high-end business travelers, affording them with luxury and comfort during their stay in Chengdu. Yanlord Landmark will also be the epitome of the retail market of Chengdu, showcasing latest fashion of the city and the flagship stores of many international luxury brands.


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SUZHOUYanlord PeninsulaYanlord Peninsula is Yanlord’s first project in Suzhou. Situated at 1818 Tongda

Road, Yanlord Peninsula is a lakeside villa project in the high-end residential

area of Suzhou in the vicinity of Jinji Lake and Dushu Lake. While benefiting

from the serenity of the lakeside area, it is also conveniently connected to the

old downtown Suzhou and Suzhou Industrial Park. Located on a peninsula

protruding into the 11.52 km2 Dushu Lake, Yanlord Peninsula, comprises of

350 townhouses and duplexes, and has a total GFA of around 89,000 m2.

The 1.5 km lake coast line, together with crossing canals, offers the project a

panoramic view and unprecedented exclusivity. The architecture of the project

draws inspiration from a coach house and seeks to provide customers with

unique living experiences, and was ranked among the Top 10 Best Properties in

the scenic city in 2007.

Yanlord Peninsula



Yanlord Riverside PlazaYanlord Riverside Plaza represents Yanlord’s venture into the fast-growing Bohai Rim

Region. Located in the traditional downtown area of Tianjin, Yanlord Riverside Plaza

enjoys local commercial and historical resources. It is also connected to the city’s

subway system. Yanlord Riverside Plaza occupies a land area of 95,000 m2 and

has a total GFA of approximately 520,000 m2 of which approximately 340,000 m2 is

above ground. The project is a modern building complex that incorporates residential

apartment, hotel, office building and retail outlets. Adding a large-scale central complex

and a pedestrian shopping street to the region, the office building in the northwest will

also be the focal point of the project overlooking the Haihe River. Yanlord Riverside

Plaza features various ecological initiatives that include a ground level green atrium.

An underground green landscape will also be developed to provide perennial greenery

to Tianjin. Yanlord Riverside Plaza, with multiple facets of commerce, recreation, and

tourism, is set to be an iconic project in Tianjin.

TIANJIN


Yanlord Riverside Plaza

ZHUHAIYanlord Marina CentreYanlord Marina Centre, located along Qinglu Road (South) near the sea

coast, is to be built into a landmark of Zhuhai City. Lying adjacent to Gongbei

Customs Checkpoint to Macau, the project will enjoy easy access to the

entrance of the planned Hong Kong-Zhuhai-Macau Bridge as well as the

transport interchange of the light rail connecting Zhuhai and Guangzhou.

Yanlord Marina Centre, upon completion, will be a showcase development

of Zhuhai City. The total GFA of Yanlord Marina Centre will be 210,000 m2.

Construction is expected to commence in 2009. The project comprises a 5-

star hotel, high-grade residence and retail shops. The group is in discussions

with world-renowned hospitality groups to manage the hotel. The sea-view

residential apartments and the shopping arcades are slated to be key

highlights of Zhuhai’s future skyline.

Yanlord Marina Centre


33


YANLORD LAND


Board of

Mr. Zhong Sheng Jian is the founder, Chairman and CEO of Yanlord Land Group Limited and is responsible for its overall management and strategy development. His last re-election as director was on April 29, 2008. Since the 1980s, Mr. Zhong has founded and established a number of businesses in trading, manufacturing, real estate and financial services spanning China, Singapore, Hong Kong, Australia, Vietnam and Thailand. He started our property development business in the early 1990s through the setting up of our offices in Shanghai and Nanjing, which are now part of the SGX mainboard listed Yanlord Land Group Limited.

Due to his investments in and contribution to various parts of China, Mr. Zhong has been awarded Honorary Citizenships in Nanjing, Zhuhai and Shanwei in the PRC. In 2005, he was also awarded the White Magnolia Award in Shanghai for his contributions to the Municipal City of Shanghai.

Mr. Zhong is a member of several Singapore-China investment and trade committees, including Singapore-Sichuan Trade and Investment Committee, Singapore-Tianjin Economic & Trade Council, Singapore-Jiangsu Cooperation Council and Network China. He is also a member of the Tianjin People’s Political Consultative Conference Standing Committee and was recently appointed as Chairman, International Affairs Committee of the Singapore Chinese Chamber of Commerce & Industry.

Mr. Zhong Sheng JianChairman and CEO

Mr. Zhong Siliang is our executive director and was appointed as our director on May 11, 2006. His last re-election as director was on April 27, 2007. Since October 2005, he has held the position of assistant general manager of our Investments Department and in this capacity, Mr. Zhong Siliang assists in the evaluation of new business opportunities and conducts feasibility studies on potential property transactions for investments. He also visits potential and existing property sites to better understand market conditions for our investments.

Mr. Zhong Siliang is responsible for establishing relations with architectural firms, real estate consultants and the district and national government officials, for the execution of our investments in the PRC. He also works closely with our CEO and Chairman, Mr. Zhong Sheng Jian, and assists in other group decisions. In addition, Mr Zhong Siliang assists in the overall management of Yanlord Land (Shenzhen) Co., Ltd. and is also the Deputy Director of our operations in the Group since 2007.

Mr. Zhong Siliang graduated with a Bachelor Degree in Business Administration from University of Portsmouth, England in 2005.

Mr. Zhong SiliangExecutive Director

Directors


35

Board of Directors

Mr. Hong Zhi Hua is our executive director and was appointed as our director on September 20, 2006. His last re-election as director was on April 27, 2007. Mr. Hong has also been our Executive Vice-President since May 2005 and is responsible for human resources, recruitment, and other corporate and administration matters. Prior to joining our Group, he was a director and CEO of Shanghai Hua Hong Investment Management Co., Ltd., assistant general manager of Shanghai Lujiazui Financial District Holdings and vice-president of Shanghai Waigaoqiao Free Zone Holdings. From 1992 to 1999, he was the Deputy Department Head of Shanghai Pudong New District Economics and Trade Commission and was responsible for boosting trade in the area and attracting investments. From 1985 to 1992, he was the honorary secretary for the Youth Division of the Shanghai Communications Bureau, where he was involved in the administration of the Youth Division and its related educational institute.

Mr. Hong holds a doctorate in business administration from the University of South Australia and a Master’s degree in Business Administration from La Trobe University. In 1997, he graduated with a Bachelor’s degree in Business Administration from the Shanghai University, PRC.

Mr. Hong Zhi HuaExecutive Director

Ms. Chan Yiu Ling is our executive director and was appointed as our director on May 11, 2006. Her last re-election as director was on April 29, 2008. Since 1999, she has been assisting our Chairman and CEO, Mr. Zhong Sheng Jian, and is responsible for various administrative functions of our Group. Prior to that, she was the sales manager of Yanlord Industrial Ltd., where she managed its sales and marketing department for close to 10 years. Ms. Chan has approximately eight years of administration experience working as an administration executive in various companies before joining us. Ms. Chan graduated with a diploma from the Chinese YMCA Secretarial Course in 1982.

Ms. Chan Yiu LingExecutive Director


Mr. Ronald Seah Lim Siang is our lead independent director and was appointed to the Board on May 11, 2006. His last re-election as director was on April 29, 2008. Over a 25-year period between 1980 and 2005, he held various senior positions within the AIG Group in Singapore, initially as AIA Singapore’s Vice-President and Chief Investment Officer managing the investment portfolio of AIA Singapore and later as AIG Global Investment Corporation (Singapore) Ltd’s Vice President of Direct Investments. Between 2001 and 2005, Mr. Seah was also the Chairman of the Board of AIG Global Investment Corporation (Singapore) Ltd.

From 1978 to 1980, Mr. Seah managed the investment portfolio of Post Office Savings Bank as Deputy Head of the Investment and Credit Department. Prior to that, he worked at Singapore Nomura Merchant Bank as an Assistant Manager with responsibilities covering the sale of bonds and securities and offshore (ACU) loan administration for the bank. Between 2002 and 2003, Mr. Seah served on the panel of experts of the Commercial Affairs Department of Singapore.

Mr. Seah graduated with a Bachelor of Arts and Social Sciences (second upper honors) from the then University of Singapore in 1975.

Mr. Ronald Seah Lim SiangLead Independent Director

Mr. Ng Ser Miang is our independent director and was appointed as our director on May 11, 2006. His last re-election as director was on April 27, 2007. He has been the Chairman and founder of TIBS International Pte. Ltd. since 1981. He is also the Chairman of the National Trades Union Congress Choice Homes Co-operative Ltd. and NTUC Fairprice Cooperative Ltd. Mr. Ng has served and is serving as independent director on several public listed and private companies ranging from insurance, finance, venture capital, leisure industries and transport. Mr. Ng serves as the Chairman of Network China. He served as a member of the Asia Pacific Economic Cooperation (APEC) Business Advisory Committee (ABAC) from 2001 to September 2008. He is on the Resource Panel (Chinese Newspaper Division) of the Singapore Press Holdings Ltd. He was the Chairman of the Singapore Sports Council from 1991 to 2002. Mr. Ng was appointed a Justice of the Peace in September 2005 and was a Nominated Member of Parliament from June 2002 to January 2005. In 1999, he was also conferred the Public Service Star, a National Day Award, by the Singapore Government and awarded the Outstanding Chief Executive of the Year Award (Singapore Business Award) in 1992. Mr. Ng graduated with a Bachelor’s degree in Business Administration (honors) from the then University of Singapore and was also conferred a Fellow at the Chartered Institute of Transport (FCIT).

Mr. Ng Ser MiangIndependent Director

Board of Directors


37

Board of Directors

Lieutenant-General Ng Jui Ping (Retired) is our independent director and was appointed on September 20, 2006. His last re-election as director was on April 27, 2007. He leads his own consulting business and learning institute, August Asia Consulting Pte Ltd and Nanyang Institute of Management, respectively. He holds selective non-executive board positions including that of Independent Director on the board of SGX Mainboard-listed Pacific-Andes (Holdings) Limited. He is Advisor to Chesterton International Property Consultants Pte Ltd.

General Ng has a distinguished 30-year military career that culminated with his appointment as the Chief of Defence Force, Singapore, from 1992 to 1995 and before that as the Chief of Army, Singapore, from 1990 to 1992. He was conferred a number of awards for distinguished service to Singapore, including the Meritorious Service Medal (Military) in 1995 and has been conferred prestigious awards by regional countries. .

Upon retiring from his military career, General Ng chose to enter the private sector. The IT/Internet company he co-founded, Horizon Technologies Limited was listed on SGX Mainboard in Jan 2000 and he cashed-out in late 2004. Between 1995 and 2008, he held various positions including Deputy Chairman of the Central Provident Fund Board, Singapore; Director of the Port of Singapore Authority International (PSAI), the second-largest Port Company in the World, and is Chairman of its China and North East Asia region. Chairman of Chartered Industries of Singapore Pte Ltd; Corporate Advisor, Singapore Technologies Pte Ltd; Corporate Advisor, Singapore Technologies Engineering Ltd; Chairman, Singapore Technologies Automotive Ltd and Chairman, Ordnance Development & Engineering of Singapore (1996) Pte Ltd.

General Ng holds a Master of Arts degree in History from Duke University, USA and completed the Advanced Management Programme in Harvard Business School, Harvard University, USA. He is a keen golfer and is Vice-President of the Football Association of Singapore.

Lieutenant-General (Retired) Ng Jui PingIndependent Director

Ms. Ng Shin Ein is our independent director and was appointed to the Board on May 11, 2006. Her last re-election as director was on April 27, 2007. She is the Regional Managing Director for Asia of Blue Ocean Associates Pte Ltd, a pan Asian firm focused on investing in and providing financing solutions to businesses. She is also in charge of the firm’s portfolio of European and U.S. Partners co-investing in Asia.

Prior to this, Ms Ng was with the Singapore Exchange, where she was responsible for developing Singapore’s capital market by bringing foreign companies to list in Singapore. Additionally, she was part of the Singapore Exchange’s IPO Approval Committee, where she contributed industry perspectives to the committee, and also acted as a conduit between the marketplace and regulators.

Ms Ng practiced as a corporate lawyer in Messrs Lee & Lee for a number of years where she advised on joint ventures, mergers and acquisitions and fund raising exercises.

Ng Shin Ein also sits on the boards of NTUC Fairprice, and First Resources Limited, a listed palm oil company.

Ms. Ng Shin EinIndependent Director


YANLORD LAND


KeyManagement

Mr. Chen Yue has been our Executive Vice-President since April 2005 and is responsible for projects development. He has more than 10 years of management experience as the general manager of Yanlord Investment (Nanjing) Co., Ltd, managing our investments in Nanjing from 1994 to 2005. Prior to joining Yanlord, he was a manager of Lufeng City Finance and Commercial Trading Co., Ltd from 1992 to 1993. He was also the head of three other factories in Lufeng City from 1978 to 1991, namely the Lufeng City Erqing Agency Plastic Material Factory, Lufeng City Donghai Paper Factory and Lufeng City Donghai Glass Factory.

Ms. Tan Shook Yng has been our Group General Counsel and Company Secretary since 2006. She is responsible for our corporate planning and overseeing our legal and regulatory compliance functions. She has more than 10 years of experience as a lawyer practicing cross-border corporate, commercial and corporate finance laws, including areas of mergers and acquisitions, restructuring, initial public offerings, rights and bond issues, private placements, joint ventures, investment advice, stock exchange issues and employee share schemes. Prior to joining our Group, she was a partner of a leading Singapore law firm, co-heading its Greater China Practice Group. Ms. Tan’s prior work experience includes a position as the Senior Assistant Registrar of the Registry of Companies & Businesses of Singapore (now known as Accounting and Corporate Regulatory Authority of Singapore), and a senior associate with international law firm, Baker & McKenzie. She is an advocate and solicitor of the Supreme Court of Singapore and a member of the Singapore Academy of Law.

Mr. Jim Chan Chi Wai has been our Group Financial Controller since 2003. He is responsible for our day-to-day finance and accounting functions and is also involved in the supervision of our finance staff. He has more than 10 years of experience as an auditor and accountant. Prior to joining our company, he was the financial controller of Komark Hong Kong Co., Ltd., a subsidiary of Komark Corp Berhad, a multinational company listed in Malaysia, for approximately two years. He was also a senior accountant at Cathay International Limited, a multinational company with investments in the United Kingdom and the PRC from 1997 to 2001 and senior audit accountant at Price Waterhouse Coopers from 1993 to 1997. Mr. Chan graduated with a Bachelor of Arts in Accountancy with Second Class Honors, Upper Division, from the City University of Hong Kong in 1993. He is a certified public accountant registered with the Hong Kong Institute of Certified Public Accountant and a fellow of the Association of Chartered Certified Accountants, Hong Kong.

Mr. Zhuang Hui Ping has been the General Manager of our Shanghai operations since 2005 and is responsible for the overall management of our business and properties in Shanghai. From 2004 to 2005, he was responsible for managing our real estate business in Suzhou as a general manager of Suzhou Zhonghui Property Development Co., Ltd. Prior to that, he was the assistant general manager of Yanlord Investment (Nanjing) Co., Ltd from 1996 to 2004. Between 1987 and 1999, he was the assistant general manager of Yanlord Industrial (Shenzhen) Co., Ltd and was also responsible for the sales and marketing policies of the business. Between 1995 and 1996, he was the assistant manager of Riverfront Jin Feng Trading Co., Ltd as an assistant manager. Mr Zhuang graduated from PLA Nanjing Institute of Politics with a Bachelor’s degree.


39

Key Management

Mr. Zhang Hao Ning has been the General Manager of our Nanjing operations since 2005 and is responsible for the overall management of our business in Nanjing. He was our assistant general manager between 2000 and 2005, and the manager of our operations department from 1994 to 2000. Prior to joining us, he worked as a cost engineer in the Architecture Design Institute, Nanjing and Hong Kong Changjiang Pte Ltd, Nanjing between 1990 and 1994, and was responsible for the management of their engineering budgets and was also involved in the design work of an architecture design institute. Mr. Zhang obtained a Master degree in Economics from the Nanjing University in the PRC in 1995. He is also a registered cost engineer with the Jiangsu Department of Personnel since 1998.

Mr. Xiao Zujun has been the General Manager of our operations in Suzhou since November 2006 and is responsible for the overall business in Suzhou. Prior to this, Mr. Xiao was the assistant general manager of our Suzhou company from 2004 to 2005. Between 2002 and 2004, Mr. Xiao was the general manager of our Chengdu business. In 1992, Mr. Xiao participated in the setting up of Guizhou Hanfang Group and assumed the position of the group’s vice general manager. In the same year, he helped set up Guizhou Hanfang Real Estate Development Company and took responsibilities as the company’s general manager. From 1983 to 1992, Mr. Xiao worked for the Personnel Department of Guizhou University. Mr. Xiao Zujun graduated from Guizhou University in 1983 with a Bachelor’s degree in History. Mr. Xiao qualified as a practicing lawyer in China since 1988.

Mr. Huang Zhong Xin has been the General Manager of our Chengdu operations since 2005 and is responsible for the overall management of our operations in Chengdu. Since 2002, he served as an assistant general manager and later the general manager of Yanlord Industrial (Chengdu) Co., Ltd. He was involved in the day to day operations of the company. Mr. Huang has been with the Yanlord group since 1989. He was first involved in the international trading business of Yanlord Holdings until 1993. Subsequently, he was the assistant general manager of Yanlord Industrial (Shenzhen) Co., Ltd and was responsible for setting up of industrial centres for two years. From 1994 to 2002, he was an assistant manager at Yanlord Investment (Nanjing) Co., Ltd and acting general manager of Yanlord Property Management Co., Ltd and was involved in the marketing, project planning and property management functions of these companies. He graduated with a Bachelor’s degree in Literature from Beijing Humanities Correspondence University in 1988.

Mr. Lam Ching Fung has been the General Manager of our Zhuhai operations since 2005 and is responsible for the overall management of our operations in Zhuhai. He was previously the director of the Zhuhai Special Economic Zone Longshi Bottle Capping Factory where he was responsible for the overall management of the business. Mr. Lam has completed an executive course in Advanced Business Management conducted by the Qinghua University, Zhuhai.


Mr. Dai Gang has been the general manager of our Shenzhen operations since February 2008 in addition to his responsibilities as our Group’s chief engineer and the vice general manager of our Shanghai subsidiary. Mr. Dai joined our Shanghai subsidiary in March 1993 and worked as an electric engineer to project manager, department manager, deputy chief engineer and vice general manager. Mr. Dai has been chairing the committee for fully-fitted apartments under the Residential Property Developers’ Union, Shanghai Federation of Industry & Commerce since October 2005. Mr. Dai graduated from Shanghai Textile Technology College and majored in Industrial Automation. Mr. Dai is a certified supervisory engineer.

Mr. Lin Jun Ting joined our Tianjin operations as Assistant General Manager in January 2004 and, since December 2008, has been responsible for the overall management of our Tianjin business. Prior to joining Yanlord, he served as director and general manager of Hong Kong Art and Decoration Co. Ltd., and as director and general manager at a catering management company in Canada. Mr. Lin graduated from LaSalle College of Montreal Canada in 1993 and majored in hotel management.

Mr. Lin Hai Tao has served as our Assistant General Manager of our operations in Guiyang since October 2007 and is responsible for the overall planning and management of our business in Guiyang. Prior to the transfer to our Guiyang office, he served as assistant general manager of our Shanghai Office since 2003. From 2001 to 2003, Mr. Lin worked in our Guiyang subsidiary as an assistant general manager. Before joining our company, Mr. Lin was the director and assistant general manager of Shanghai Kam Wan Real Estate Co., Ltd., overseeing its sales and administrative functions. Mr. Lin obtained a Master degree in Business Administration in Real Estate from Chongqing University in 2003.

Mr. Chung Chiu Yan has been an Executive Director of one of our subsidiaries, Yanlord Investment (Nanjing) Co., Ltd. since 2004. Prior to joining us, he worked as an executive at Guangdong Province Lufeng Supplies Association for five years. Between 1980 and 1985, he worked at Guangdong Province Lufeng City West River Sanitisation Factory. He was a teacher at Guangdong Province Lufeng New Light Primary School from 1975 to 1980. Mr. Chung graduated from China Guangdong Province Lufeng Longshan High School in 1965.

Mr. Zheng Xi has been serving as the Vice-Chairman on the board of one of our subsidiaries, Yanlord Investment (Nanjing) Co., Ltd. since 1995 and is responsible for the day to day operations of the Group’s business in Nanjing. Prior to joining us, Mr. Zheng was the assistant general manager of Guangdong Province Shenzhen Yanlord Huayou Co., Ltd. for five years. Between 1969 and 1988, he was the deputy supervisor of Guangdong Province Lufeng Supplies Association. Mr. Zheng majored in business management in the Guangdong Province China Finance and Trade Management College and graduated in 1986.

Key Management

Corporate Governance Statement


41

Yanlord Land Group Limited (“Company” and its group of companies, “Group”) is committed to complying

with the Code of Corporate Governance 2005 (“Code”) so as to safeguard the interests of the shareholders

(“Shareholders”). This statement outlines the Company’s corporate governance processes and activities that

were in place during the financial year. The Company aims to improve its corporate governance processes in line

with the Code.

BOARD MATTERS

Principle 1: Board’s Conduct of Affairs

The principal functions of the board of directors of the Company (“Board”) include, among others, supervising

the overall management and performance of the business and affairs of the Group and approving the Group’s

corporate and strategic policies and direction.

Matters which are specifically reserved for the Board’s approval include, among others, significant corporate

matters and major undertakings. The Board dictates the strategic direction and management of the Company

through quarterly reviews of the financial performance of the Group. To facilitate effective management, certain

functions of the Board have been delegated to various Board’s committees, namely, the Audit Committee (“AC”),

the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Risk Management Committee

(“RMC”) (collectively, “Board Committees”).

The Company’s Articles of Association (“AA”) are sufficiently flexible to allow a Director to participate at a meeting

via telephone, video conference or by means of similar communication equipment. In the course of the financial

year under review, the number of meetings held and attended by each of the Board and Board Committees is as

set out below:

BOARD Meetings AC Meetings NC Meetings RC Meetings RMC Meetings

Directors Held* Attendance Held* Attendance Held* Attendance Held* Attendance Held* Attendance

Mr. Zhong Sheng Jian 6 6 – – 1 1 – – 1 1

Mr. Zhong Siliang 6 6 – – – – – – – –

Ms. Chan Yiu Ling 6 6 – – – – – – – –

Mr. Hong Zhi Hua 6 6 – – – – – – – –

Mr. Ronald Seah Lim Siang 6 6 4 4 1 1 1 1 – –

Mr. Ng Ser Miang 6 4 – – 1 1 – – 1 0

Ms. Ng Shin Ein 6 6 4 4 – – 1 1 1 1

Lt-Gen (Ret) Ng Jui Ping 6 6 4 4 – – 1 1 1 1

Notes:

*: Reflects the number of meetings held during the time that the director held office.

-: Indicates that the director was not a member of that committee during the year.

New directors, upon appointment, are given information on the Group’s business, structure and corporate and

strategic direction. The directors are also encouraged to visit the development sites of the Group as and when

time permits, and to receive further relevant briefings, particularly on relevant new laws and regulations, from time

to time, if necessary.



Principle 2: Board Composition and Guidance

The Board comprises:

1. Mr. Zhong Sheng Jian: Chairman and Chief Executive Officer

2. Mr. Zhong Siliang: Executive Director

3. Ms. Chan Yiu Ling: Executive Director

4. Mr. Hong Zhi Hua: Executive Director

5. Mr. Ronald Seah Lim Siang: Lead Independent Director

6. Mr. Ng Ser Miang: Independent Director

7. Ms. Ng Shin Ein: Independent Director

8. Lt-Gen (Ret) Ng Jui Ping: Independent Director

There is a strong and independent element on the Board, with independent directors making up half of the

Board. The Board believes that the size and composition of the Board, their experience and core competencies

in various fields are appropriate and effective, taking into consideration the scope and nature of operations of the

Company.

Principle 3: Chairman and Chief Executive Officer

Mr. Zhong Sheng Jian currently fulfills the role of Chief Executive Officer (“CEO”) and Chairman of the Board

(“Chairman”).

The Board has not adopted the recommendation of the Code to have separate directors appointed as the

Chairman and the CEO. This is because the Board is of the view that there is a sufficiently strong independent

element on the Board to enable independent exercise of objective judgement on the corporate affairs of the

Group. Pursuant to the recommendation in the Code, the Company has also appointed Mr. Ronald Seah Lim

Siang as its lead independent director.

The Chairman, Mr. Zhong Sheng Jian is responsible for, among others, exercising control over the quality,

quantity and timeliness of the flow of information between the management of the Company (“Management”) and

the Board, and assisting in ensuring compliance with the Company’s guidelines on corporate governance.

Principle 4: Board MembershipPrinciple 5: Board Performance

Nominating Committee (“NC”)

The NC makes recommendations to the Board on all board appointments. The majority of the members of the

NC, including its chairman, are independent. The chairman of the NC is Mr. Ng Ser Miang who is not directly

associated with a substantial shareholder as prescribed in the Code. The other 2 members are Mr. Zhong Sheng

Jian and Mr. Ronald Seah Lim Siang. The NC is guided by its terms of reference which set out its responsibilities.

The NC will be responsible for:

(a) reviewing and recommending the nomination and re-election of our directors having regard to the director’s

contribution and performance;



43

(b) determining on an annual basis whether or not a director is independent; and

(c) assessing the performance of our Board and contribution of each director to the effectiveness of the

Board.

New directors are appointed by the Board after taking into consideration the recommendation made by the NC

of such Board appointments. The AA of the Company requires new directors appointed during the year to submit

themselves for re-election at the next Annual General Meeting (“AGM”) of the Company. The AA also requires

one-third of the Board to retire by rotation at every AGM. This means that no director may stay in office for more

than three years without being re-elected by shareholders.

The Company has in place a system to assess the performance of the Board as a whole and the contribution

of each director to the effectiveness of the Board (“Performance Assessment”). The results of the Performance

Assessment were reviewed by the NC and circulated to the Board for consideration thereafter.

The NC, in considering the re-appointment of any director, evaluates the performance of the director. The

assessment parameters include attendance record at meetings of the Board and Board Committees, intensity of

participation at meetings and the quality of interventions.

The Board adopts the independence test recommended by the Code. Taking into account the independence test,

the NC considers and determines the independence of directors.

Key information regarding the directors is set out in this Annual Report under the heading entitled “Board of

Directors”.

Principle 6: Access to Information

The Board was provided with financial information, as well as relevant background information and documents

relating to items of business to be discussed at Board meetings prior to the scheduled meetings. The directors

may (whether individually or as a group), in the furtherance of their duties, take independent professional advice

(e.g. auditors), if necessary, at the Company’s expense.

The Board has separate and independent access to the Company’s Management and Company Secretary at all

times.

The Company Secretary attends all Board and Board Committees meetings. The role of the Company Secretary

includes responsibility for ensuring that Board procedures are followed and applicable rules and regulations are

complied with. Under the direction of the Chairman, the Company Secretary also ensures good information flows

within the Board and its Board Committees and between the Management and independent directors.



REMUNERATION MATTERS

Principle 7: Procedure for Developing Remuneration PoliciesPrinciple 8: Level and Mix of RemunerationPrinciple 9: Disclosure of Remuneration

Remuneration Committee (“RC”)

The RC comprises 3 members, all of whom are independent directors. The chairman of the RC is Lt-Gen (Ret) Ng

Jui Ping and the other 2 members are Mr. Ronald Seah Lim Siang and Ms. Ng Shin Ein.

The RC is guided by its terms of reference, which set out its responsibilities. The RC recommends to our Board,

a framework of remuneration for the directors and reviews the remuneration packages of the executive directors.

The recommendations of our RC are submitted for endorsement by the Board. All aspects of remuneration,

including but not limited to directors’ fees, salaries, allowances, bonuses and benefits in kind are reviewed by our

RC. The RC also reviews the remuneration of senior management and administers the Company’s Share Option

Scheme 2006.

No director or member of the RC has been involved in deciding his own remuneration package. The total

remuneration mix for the CEO, executive directors, executive officers and key employees of the Group comprises

three key components, namely, basic salary, annual performance incentive and other benefits including benefits-

in-kind.

Save for directors’ fees, which have to be approved by the Shareholders at every AGM, the independent directors

do not receive any remuneration from the Company.

The remuneration (which includes basic salaries, annual performance incentive, directors’ fees and other benefits

including benefits-in-kind) paid or payable to each of our directors, executive officers and other key employees as

at 31 December 2008 based on their respective employment periods served in FY2008, in bands of S$250,000,

are as follows:

(1) Remuneration of Directors for FY2008

Remuneration Bands Basic Salary

AnnualPerformance

IncentiveDirectors’

Fees

Other benefitsincluding

benefits in kind Total

S$3,500,000 to S$3,749,999

Zhong Sheng Jian 7% 91% 0 2% 100%

Below S$250,000

Chan Yiu Ling 74% 26% 0 0 100%

Hong Zhi Hua 74% 26% 0 0 100%

Zhong Siliang 79% 21% 0 0 100%

Ronald Seah Lim Siang 0 0 100% 0 100%

Ng Ser Miang 0 0 100% 0 100%

Ng Shin Ein 0 0 100% 0 100%

Ng Jui Ping 0 0 100% 0 100%



45

(2) Remuneration of Executive Officers and Other Key Employees (who are not also directors) for FY2008

Remuneration BandsNo. of Executive Officers and

Key Employees

S$250,000 to S$499,999 5

Below S$250,000 10

Total: 15

The Group’s executive officers and other key employees’ remuneration are presented by number of

employees in the bands of S$250,000 as set out above. This gives a macro perspective of the remuneration

pattern of the executive officers and key employees while maintaining confidentiality of staff remuneration

matters.

(3) Employees who are immediate family members (i.e. spouse, child, adopted child, step-child, brother, sister

and parent) of a director or the CEO, and whose remuneration exceed S$150,000 during the year.

Two key employees whose remuneration exceeds S$150,000 during FY2008 are related to our Chairman

and CEO, Mr. Zhong Sheng Jian and our Executive Director, Mr. Zhong Siliang. The remuneration of both

key employees are within the remuneration band of below S$250,000 each.

The Company has the following share option schemes:

(1) Yanlord Land Group Pre-IPO Share Option Scheme; and

(2) Yanlord Land Group Share Option Scheme 2006 (collectively, the “Schemes”).

Details of the Schemes are set out in the Report of the Directors.

ACCOUNTABILITY AND AUDIT

Principle 10: Accountability

The Board understands its accountability to the shareholders for the Group’s performance, and Management

understands its role in providing all members of the Board with financial accounts and information, which present

a balanced and comprehensive assessment of the Group’s performance, financial position and prospects on a

regular basis.

The Management is accountable to the Board and presents to the Board, quarterly and full-year financial results

after the same are reviewed by the Audit Committee. The Board reviews and approves the results and authorises

the release of results to the public via SGXNET.



Principle 11: Audit Committee (“AC”)

The AC comprises 3 independent directors. The chairman of the AC is Mr. Ronald Seah Lim Siang and the other

2 members are Ms. Ng Shin Ein and Lt-Gen (Ret) Ng Jui Ping. The AC is guided by its terms of reference which

set out its responsibilities.

Our AC will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate

accounting records, develop and maintain effective systems of internal control, with the overall objective of

ensuring that the Management creates and maintains an effective control environment in our Group. Our AC will

provide a channel of communication between the Board, the Management and our external auditors on matters

relating to audit.

Our AC will meet periodically to perform the following functions:

(a) review with the external auditors and where applicable, our internal auditors, their audit plans, their

evaluation of the system of internal accounting controls, their letters to Management and the Management’s

response;

(b) review quarterly and annual financial results announcements before submission to the Board for approval,

focusing in particular on changes in accounting policies and practices, major risk areas, significant

adjustments resulting from the audit, compliance with accounting standards and compliance with the SGX-

ST Listing Manual and any other relevant statutory or regulatory requirements;

(c) review the internal control procedures and ensure co-ordination between the external auditors and the

Management, and review the assistance given by the Management to the auditors, and discuss problems

and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (in the

absence of the Management, where necessary);

(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement

of any relevant laws, rules or regulations, which has or is likely to have a material impact on our operating

results or financial position, and the Management’s response;

(e) consider and recommend the appointment or re-appointment of the external auditors and matters relating

to the resignation or dismissal of the auditors;

(f) review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;

(g) review potential conflicts of interest, if any;

(h) undertake such other reviews and projects as may be requested by the Board, and report to the Board its

findings from time to time on matters arising and requiring the attention of our AC; and

(i) generally undertake such other functions and duties as may be required by statute or the SGX-ST Listing

Manual, or by such amendments as may be made thereto from time to time.



47

Our AC meets, at a minimum, on a quarterly basis. In the event that a member of the AC is interested in any

matter being considered by the AC, he will abstain from reviewing that particular transaction or voting on that

particular resolution. If necessary, the AC also meets with the internal and external auditors without the presence

of Management. The internal and external auditors have unrestricted access to the AC and vice versa. The AC

has been given full access to and co-operation of the Management and has reasonable resources to enable it to

discharge its function properly.

The AC, having reviewed all non-audit services provided by the external auditors to the Group in FY2008, is

satisfied that the nature and extent of such services would not affect the independence of the external auditors.

Principle 12: Internal Controls

The Board is responsible for the Company’s internal control measures to safeguard shareholders’ investments.

The internal controls are intended to provide reasonable but not absolute assurance against material

misstatements or losses and include the safeguarding of assets, the maintenance of proper accounting records,

the reliability of financial information, compliance with appropriate legislations, regulations and best practices,

and the identification and containment of business risks.

Risk Management Committee (“RMC”)

The RMC comprises 4 members. The chairman of the RMC is Ms. Ng Shin Ein and the other 3 members are Mr.

Zhong Sheng Jian, Mr. Ng Ser Miang and Lt-Gen (Ret) Ng Jui Ping. The RMC is guided by its terms of reference

which set out its responsibilities including:

(a) identifying, measuring, managing and controlling risks that may have a significant impact on our property

development activities;

(b) reviewing and assessing our risk related policies and methodologies; and

(c) considering and reviewing matters that may have a significant impact on the stability and integrity of the

property market in China.

The Board and AC are satisfied that there are adequate internal controls in the Company.

Principle 13: Internal Audit

The Group has an in-house internal audit function (“Internal Audit”) that is independent of the activities it audits.

The Internal Audit reports directly to the AC chairman, and administratively to the Chairman and CEO.

The key role of the Internal Audit is to promote effective internal control in the Group and to monitor the

performance and effective application of internal audit procedures. The Internal Audit is expected to meet the

standard set by internationally recognised professional bodies including the Standards for the Professional

Practice of Internal Auditing set by The Institute of Internal Auditors. The AC is satisfied that the Company’s

internal audit function is adequately resourced.



COMMUNICATION WITH SHAREHOLDERS

Principles 14 & 15: Communication with Shareholders

In line with continuous disclosure obligations of the Company, the Board’s policy is that shareholders be informed

promptly of any major development that may have a material impact on the Group’s performance. Information is

communicated to shareholders on a timely basis, through annual reports that are to be issued to all shareholders

within the mandatory period, quarterly financial statements announcements, press releases and other relevant

announcements via SGXNET. The Company does not practice selective disclosure.

The Company operates its corporate website at www.yanlordland.com through which shareholders will be able to

access updated information on the Group. The website provides corporate announcements, press releases and

other information of the Group.

At the AGM, shareholders will be given the opportunity to express their views and make enquiries regarding the

business and operations of the Group. Separate resolutions are proposed for substantially separate issues at the

AGM.

DEALINGS IN SECURITIES

The Company has adopted and implemented an internal compliance code to provide guidance to its Directors

and key employees in relation to the dealings in its securities issued by the SGX-ST. Directors and key employees

who have access to material price sensitive information are prohibited from dealing in securities of the Company

prior to the announcement of a matter that involves material unpublished price sensitive information. They are

also prohibited from dealing in the Company’s securities one month prior to the announcement of the Company’s

half year and full year financial results and 14 days before the announcement of the Company’s first quarter and

third quarter financial results.

Report of the Directors


49

The directors present their report together with the audited consolidated financial statements of the Group

and the balance sheet and statement of changes in equity of the Company for the financial year ended December

31, 2008.

1 DIRECTORS

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

Zhong Sheng Jian

Zhong Siliang

Chan Yiu Ling

Hong Zhi Hua

Ronald Seah Lim Siang

Ng Ser Miang

Ng Shin Ein

Ng Jui Ping

2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES

Neither at the end of the financial year nor at any time during the financial year did there subsist any

arrangement whose object is to enable the directors of the Company to acquire benefits by means of the

acquisition of shares or debentures in the Company or any other body corporate, except for the options

mentioned in paragraph 5 of the Report of the Directors.



3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

The directors of the Company holding office at the end of the financial year had no interests in the share

capital and debentures of the Company and related corporations as recorded in the register of directors’

shareholdings kept by the Company under Section 164 of the Singapore Companies Act (“Act”) except as

follows:

Holdingsregistered in the

name of directors

Holdings in whichdirectors are deemed to have an interest

Name of directors and companiesin which interests are held

At beginningof year

At endof year

At beginningof year

At endof year

The Company

a. Ordinary shares

Zhong Sheng Jian(1) 1,987,000 1,987,000 1,271,000,000 1,277,514,000

Zhong Siliang 20,000 20,000 – –

Chan Yiu Ling(2) 20,000 20,000 5,000 5,000

Hong Zhi Hua(3) 310,000 310,000 – –

Ronald Seah Lim Siang 50,000 50,000 – –

Ng Ser Miang 200,000 300,000 – –

Ng Shin Ein 38,000 38,000 – –

b. Convertible notes due 2012

(S$’000)

Ng Ser Miang – 500 – –

Ng Shin Ein – 250 – –

(1) Zhong Sheng Jian is deemed to be interested in 1,277,514,000 ordinary shares in the Company held by Yanlord Holdings Pte.

Ltd. (“YHPL”). YHPL is a company which is owned by Zhong Sheng Jian (95% shareholding interest) and his spouse (5%

shareholding interest).

(2) 5,000 shares in the Company held by the spouse of Chan Yiu Ling.

(3) Interest held via nominee account.



51

3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (Cont’d)

The directors’ beneficial interest in other related corporations’ shares and debentures were as follows:

Holdingsregistered in the

name of directors

Holdings in whichdirectors are deemed

to have an interest

Name of directors and companiesin which interests are held

At beginningof year

At endof year

At beginningof year

At endof year

Immediate holding company

Yanlord Holdings Pte. Ltd.

(Ordinary shares)

Zhong Sheng Jian 95,000,000 95,000,000 5,000,000 5,000,000

Related corporations

(i) Yanlord Capital Pte. Ltd.

(Ordinary shares)

Zhong Sheng Jian – – 1 1

(ii) Yanlord Industries Pte. Ltd.

(Ordinary shares)

Zhong Sheng Jian – – 1 1

By virtue of Section 7 of the Singapore Companies Act, Zhong Sheng Jian is deemed to have an interest in

the Company and all the related corporations of the Company.

The directors’ interest in the shares and convertible notes of the Company as at January 21, 2009 were the

same as at December 31, 2008.

4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS

Except as disclosed in the financial statements, since the beginning of the financial year, no director has

received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of

the 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 other than

salaries, bonuses and other benefits. Certain directors received remuneration from related corporations in

their capacity as directors and/or executives of those related corporations.



5 SHARE OPTIONS AND CONVERTIBLE NOTES

5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”)

(a) On June 21, 2006, the options to subscribe for an aggregate of 14,592,000 ordinary shares in the

capital of the Company pursuant to the Pre-IPO ESOS were duly granted. The Pre-IPO ESOS is

non-recurring and there will be no further issue of any options under this Scheme.

The options under the Pre-IPO ESOS grant the right to the holder to subscribe for new ordinary

shares of the Company at a discount of fifteen percent (15%) of the IPO offer share price of $1.08.

The options granted under the Pre-IPO ESOS will be exercisable after the second anniversary of the

date of grant of the options and all options must be exercised before the fifth anniversary from the

date of grant of the options.

Each option grants the holder the right to subscribe for one ordinary share in the Company. The

options may be exercised in full or in part thereof.

The Pre-IPO ESOS is administered by the Pre-IPO Share Option Management Committee (the “Pre-

IPO ESOS Committee”) comprising the following members:

Zhong Sheng Jian Chairman and Chief Executive Officer

Zhong Siliang Executive Director

Chan Yiu Ling Executive Director

Ronald Seah Lim Siang Lead Independent Director

In exercising its discretion, the Pre-IPO ESOS Committee must act in accordance with any guidelines

that may be provided by the Board of Directors.

(b) The details of the movement of the options granted under the Pre-IPO ESOS during the financial

year are set out below:

Date of grant

Balance atbeginning

of year Granted Exercised LapsedBalance atend of year

Exercise period

Exerciseprice

per share

June 21, 2006 13,032,000 – (5,520,000) (110,000) 7,402,000 June 22, 2008

to

June 20, 2011

$0.92

(c) The details of share options granted under the Pre-IPO ESOS to the directors of the Company are as

follows:

Directors

Optionsgrantedduring

the year

Aggregate optionsgranted since

commencement of Pre–IPO ESOS

up to end of year

Aggregate optionslapsed since

commencement of Pre–IPO ESOS

up to end of year

Aggregate options

outstanding as at

end of year

Chan Yiu Ling – 700,000 – 700,000

Hong Zhi Hua – 300,000 – 300,000

Zhong Siliang – 300,000 – 300,000



53

5 SHARE OPTIONS AND CONVERTIBLE NOTES (Cont’d)

5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”) (Cont’d)

The directors’ interest in the options of the Company as at January 21, 2009 were the same as at

December 31, 2008.

(d) During the financial year,

(i) no participant to the Pre-IPO ESOS is a controlling shareholder of the Company nor its

associates; and

(ii) save as disclosed above, no participant to the Pre-IPO ESOS received options which represent

5% or more of the total number of options available under the Pre-IPO ESOS.

5.2 Yanlord Land Group Share Option Scheme 2006 (“ESOS 2006”)

The ESOS 2006 will provide eligible participants with the opportunity to participate in the equity of the

Company and motivate them towards better performance through increased dedication and loyalty. The

aggregate number of shares that may be issued or issuable under the plan at any time may not exceed

15% of the then issued share capital.

The Remuneration Committee (“RC”) comprises 3 independent directors, and they are Ng Jui Ping, Ronald

Seah Lim Siang and Ng Shin Ein. The RC administers the ESOS 2006.

Options may be granted to employees and directors of the Company or any of the related entities, which

include the subsidiaries or any entities in which the Company holds a substantial ownership interest,

including any such employees or directors who are associates of the controlling shareholder. The

controlling shareholder is not eligible to participate in the ESOS 2006.

In general, the plan administrator determines the exercise price of an option. The exercise price may be

a fixed or variable price related to the fair market value of the ordinary shares. The term of each award

will be stated in the award agreement. The term of an award will not exceed 10 years from the date of

the grant, or five years from the date of grant in the case of options granted to non-executive directors or

employees of related entities other than subsidiaries. In general, the plan administrator determines, or the

award agreement specifies, the vesting schedule.

The Board of Directors may at any time amend, suspend or terminate the ESOS 2006. Amendments to

the plan are subject to shareholder approval to the extent required by law, or stock exchange rules or

regulations. Additionally, shareholder approval is specifically required to increase the number of shares

available for issuance under the plan or to extend the term of an option beyond 10 years. Unless

terminated earlier, the plan will expire and no further awards may be granted after the tenth anniversary of

the shareholder’s approval of the plan.

This scheme will continue to be in force at the discretion of the RC subject to a maximum period of

10 years commencing on the date the ESOS 2006 was adopted by the Company in general meeting.

However, ESOS 2006 may continue beyond the above stipulated period with the approval of shareholders

by ordinary resolution in general meeting and of any relevant authorities that may then be required.

During the financial year, no option was granted under the ESOS 2006.



5 SHARE OPTIONS AND CONVERTIBLE NOTES (Cont’d)

5.3 Convertible Notes

In 2007, the Company issued convertible notes as disclosed in Note 20 to the financial statements.

6 OPTIONS EXERCISED

During the financial year, 5,520,000 shares were issued pursuant to the exercise of options granted under

the Pre-IPO ESOS.

Save as disclosed above, no share of the Company or any corporation in the Group was allotted and

issued by virtue of the exercise of options to take up unissued shares of the Company or any corporation

in the Group.

7 UNISSUED SHARES UNDER OPTIONS

Save as disclosed above, there was no option granted by the Company or any corporation in the Group to

any person to take up unissued shares of the Company or any corporation in the Group as at the end of

the financial year.

8 AUDIT COMMITTEE

At the date of this report, the Audit Committee comprises the following members:

Ronald Seah Lim Siang Chairman and Lead Independent Director

Ng Jui Ping Independent Director

Ng Shin Ein Independent Director

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore

Companies Act, Cap. 50. The functions performed are detailed in the Corporate Governance Report.

The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-

appointment as external auditors of the Group at the forthcoming Annual General Meeting of the Company.



55

9 AUDITORS

The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Zhong Sheng Jian

Chan Yiu Ling

March 27, 2009

Independent Auditors’ Report


To the Members of Yanlord Land Group Limited

We have audited the accompanying financial statements of Yanlord Land Group Limited (the Company) and its

subsidiaries (the Group) which comprise the balance sheets of the Group and the Company as at December

31, 2008, the profit and loss statement, statement of changes in equity and cash flow statement of the Group

and the statement of changes in equity of the Company for the year then ended, and a summary of significant

accounting policies and other explanatory notes, as set out on pages 58 to 113.

Management’s Responsibility

Management is responsible for the preparation and fair presentation of these financial statements in accordance

with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting

Standards. This responsibility includes: 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 statement and balance sheets and to maintain accountability of assets;

selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in

the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our

audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance 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 and fair presentation of

the financial statements 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.

Opinion

In our opinion,

(a) the consolidated financial statements of the Group and the balance sheet and statement of changes in

equity 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 December 31, 2008 and of the results, changes in equity and cash flows of the Group

and changes in equity of the Company for the year ended on that date; and

Independent Auditors’ Report


57

To the Members of Yanlord Land Group Limited

(b) 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.

Deloitte & Touche LLP

Public Accountants and

Certified Public Accountants

Singapore

March 27, 2009

Balance Sheets


December 31, 2008

GROUP COMPANY

Note 2008 2007 2008 2007$’000 $’000 $’000 $’000

ASSETS

Non-current assets

Property, plant and equipment 7 39,078 28,669 – –

Investment properties 8 347,324 219,901 – –

Properties for development 9 2,150,667 1,443,124 – –

Investments in subsidiaries 10 – – 515,319 515,319

Available-for-sale investments 11 10,445 52,384 – –

Intangible asset 12 128 – – –

Deferred tax assets 13 5,637 6,849 – –

Total non-current assets 2,553,279 1,750,927 515,319 515,319

Current assets

Inventories 477 3,261 – –

Completed properties for sale 9 506,244 117,484 – –

Properties under development for sale 9 1,246,708 1,067,147 – –

Trade receivables 1,547 449 – –

Other receivables and deposits 14 41,923 51,496 – 588

Non-trade amounts due from:

Subsidiaries 5 – – 1,352,640 1,195,969

Minority shareholders of subsidiaries 15 83,808 83,718 – –

Other related party 6 80 80 – –

Held-for-trading investments 16 1,101 3,323 – –

Pledged bank deposits 17 8,272 3,155 – –

Cash and bank balances 17 375,741 702,857 380 93,459

Total current assets 2,265,901 2,032,970 1,353,020 1,290,016

Total assets 4,819,180 3,783,897 1,868,339 1,805,335

Balance Sheets


59

December 31, 2008

GROUP COMPANY

Note 2008 2007 2008 2007$’000 $’000 $’000 $’000

EQUITY AND LIABILITIES

Capital and reserves

Share capital 18 1,226,168 1,219,081 1,226,168 1,219,081

Reserves 643,157 316,111 35,093 (4,149)

Equity attributable to equity holders of

the Company 1,869,325 1,535,192 1,261,261 1,214,932

Minority interests 461,051 454,607 – –

Total capital and reserves 2,330,376 1,989,799 1,261,261 1,214,932

Non-current liabilities

Bank loans – due after one year 19 829,366 525,940 – –

Convertible notes 20 323,562 299,195 323,562 299,195

Deferred tax liabilities 13 46,640 23,926 – –

Non-trade amount due to:

A minority shareholder of a subsidiary 15 69,564 – – –

Total non-current liabilities 1,269,132 849,061 323,562 299,195

Current liabilities

Trade payables 21 335,511 311,565 – –

Other payables 22 223,790 275,395 463 794

Non-trade amounts due to:

A subsidiary 5 – – 271,538 287,434

Directors 6 7,186 8,611 7,045 2,980

A shareholder 6 4,470 10 4,470 –

Minority shareholders of subsidiaries 15 3,984 36,962 – –

Other related party 6 1 18 – –

Income tax payable 297,391 165,408 – –

Bank loans – due within one year 19 347,339 147,068 – –

Total current liabilities 1,219,672 945,037 283,516 291,208

Total equity and liabilities 4,819,180 3,783,897 1,868,339 1,805,335

See accompanying notes to financial statements.

Consolidated Profit and Loss Statement


Financial year ended December 31, 2008

GROUP

Note 2008 2007$’000 $’000

Revenue 23 1,007,217 1,227,932

Cost of sales (447,749) (674,636)

Gross profit 559,468 553,296

Other operating income 24 112,414 83,869

Selling expenses (20,469) (17,595)

Administrative expenses (61,131) (65,352)

Other operating expenses (4,660) (1,276)

Finance cost 25 (4,739) (15,351)


Income tax 26 (266,927) (200,887)

Profit for the year 27 313,956 336,704

Attributable to:

Equity holders of the Company 225,841 221,500

Minority interests 88,115 115,204

313,956 336,704

Earnings per share (cents) 28

– Basic 12.35 12.52

– Diluted 11.66 12.13


Statements of Changes in Equity


61


NoteSharecapital

Currencytranslation

reserve Equity

reserveStatutory reserves

Mergerreserve(deficit)

Otherreserve

Accumulatedprofits

Attributableto equity

holders ofthe Company

Minority interests Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

GROUP

Balance at January 1,

2007 780,175 (55,884) 1,265 39,571 (386,571) – 531,286 909,842 153,178 1,063,020

Acquisition of

additional interest in

a subsidiary – – – – – (48,628) – (48,628) – (48,628)

Currency translation

difference – 15,401 – – – – – 15,401 9,499 24,900

Net income/expense

recognised directly

in equity – 15,401 – – – (48,628) – (33,227) 9,499 (23,728)

Net profit for the year – – – – – – 221,500 221,500 115,204 336,704

Total recognised

income and expenses

for the year – 15,401 – – – (48,628) 221,500 188,273 124,703 312,976

Issuance of shares

pursuant to

international

offerings exercise,

net of expenses

(Note A) 299,213 – – – – – – 299,213 – 299,213

Conversion of

convertible notes 139,693 – (19,381) – – – – 120,312 – 120,312

Recognition of equity

component of

convertible notes,

net of expenses

(Note A) – – 66,546 – – – – 66,546 – 66,546

Recognition of

equity-settled share-

based payments 32 – – 2,290 – – – – 2,290 – 2,290

Change of interest in

a subsidiary – – – – – – – – 37 37

Acquisition of

subsidiaries 31 – – – – – – – – 401 401

Cash injection by a

minority shareholder – – – – – – – – 247,954 247,954

Dividends 29 – – – – – – (51,284) (51,284) – (51,284)

Dividends paid to

minority

shareholders – – – – – – – – (71,666) (71,666)

Appropriations – – – 3,571 – – (3,571) – – –

Balance at December

31, 2007 1,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535,192 454,607 1,989,799




NoteSharecapital

Currencytranslation

reserve Equity

reserveStatutory reserves

Mergerreserve(deficit)

Otherreserve

Accumulatedprofits

Attributableto equity

holders ofthe Company

Minority interests Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Balance at January 1,

2008 1,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535,192 454,607 1,989,799

Currency translation

difference – 124,158 – – – – – 124,158 27,011 151,169

Net income recognised

directly in equity – 124,158 – – – – – 124,158 27,011 151,169

Net profit for the year – – – – – – 225,841 225,841 88,115 313,956

Total recognised

income for the year – 124,158 – – – – 225,841 349,999 115,126 465,125

Issuance of shares

under Pre-IPO Share

Option Scheme 7,087 – (2,009) – – – – 5,078 – 5,078

Recognition of equity-

settled share-based

payments 32 – – 1,148 – – – – 1,148 – 1,148

Change of interest in

a subsidiary – – – – – – – – (15) (15)

Acquisition of

a subsidiary 31 – – – – – – – – 637 637

Return of minority

shareholder’s share of

reserves – – – – – – – – (14,298) (14,298)

Capital injection by

minority shareholders – – – – – – – – 14,691 14,691

Dividends 29 – – – – – – (22,092) (22,092) – (22,092)

Dividends declared to

minority shareholders – – – – – – – – (109,697) (109,697)

Appropriations – – – 26,036 – – (26,036) – – –

Balance at December

31, 2008 1,226,168 83,675 49,859 69,178 (386,571) (48,628) 875,644 1,869,325 461,051 2,330,376

Note A: Included in the total share issue expenses in 2007 was non-audit fees paid to the auditors of the Company amounting to $234,728

in connection with the international offering of shares, convertible notes and initial offering exercise of the Company.




63


NoteSharecapital

Equityreserve

Accumulatedlosses Total

$’000 $’000 $’000 $’000

COMPANY

Balance at January 1, 2007 780,175 1,265 (2,807) 778,633

Net loss for the year – – (778) (778)

Total recognised expense for the year – – (778) (778)

Issuance of shares pursuant to international

offerings exercise, net of expenses

(Note A) 299,213 – – 299,213

Conversion of convertible notes 139,693 (19,381) – 120,312

Recognition of equity component of

convertible notes, net of expenses

(Note A) – 66,546 – 66,546

Recognition of equity-settled share-based

payments 32 – 2,290 – 2,290

Dividends 29 – – (51,284) (51,284)

Balance at December 31, 2007 1,219,081 50,720 (54,869) 1,214,932

Net profit for the year – – 62,195 62,195

Total recognised income for the year – – 62,195 62,195

Issuance of shares under Pre-IPO Share

Option Scheme 7,087 (2,009) – 5,078

Recognition of equity-settled share-based

payments 32 – 1,148 – 1,148

Dividends 29 – – (22,092) (22,092)

Balance at December 31, 2008 1,226,168 49,859 (14,766) 1,261,261

Note A: Included in the total share issue expenses in 2007 was non-audit fees paid to the auditors of the Company amounting to $234,728

in connection with the international offering of shares, convertible notes and initial offering exercise of the Company.


Consolidated Cash Flow Statement



GROUP2008 2007$’000 $’000

Operating activities


Adjustments for:

(Gain) loss on acquisition of additional interest from a minority shareholder (15) 37

Equity-settled share-based payment expense 1,148 2,290

Goodwill written off 632 –

Depreciation expense 3,900 2,786

Fair value gain on investment properties (81,220) (39,634)

Fair value loss (gain) on held-for-trading investments 2,155 (1,721)

Net (gain) loss on disposal of property, plant and equipment (11) 28

Net gain on disposal of held-for-trading investments – (4,123)

Net loss (gain) on disposal of investment properties 109 (361)

Dividend income from held-for-trading investments (27) (73)

Dividend income from an available-for-sale investment (3,115) (2,257)

Finance cost 4,739 15,351

Interest income (7,957) (21,236)

Provision for decrease in value of completed properties for sale – 482

Allowance (recovery) for doubtful debts and bad debts written off 1 (299)

Operating cash flows before movement in working capital 501,222 488,861

Properties for development (527,134) (1,217,554)

Inventories 2,783 (2,743)

Completed properties for sale (405,903) (44,796)

Properties under development for sale 48,878 (693)

Trade and other receivables and deposits 8,437 (30,408)

Trade and other payables (166,142) 87,181

Cash used in operations (537,859) (720,152)

Interest paid (90,307) (29,129)

Income tax paid (130,912) (92,748)

Net cash used in operating activities (759,078) (842,029)

Consolidated Cash Flow Statement


65


GROUPNote 2008 2007

$’000 $’000

Investing activities Interest received 7,247 21,192

Dividend received from held-for-trading investments 27 73

Dividend received from an available-for-sale investment 3,115 2,257

Purchase of property, plant and equipment (8,930) (5,149)

Purchase of an intangible asset (128) –

Purchase of held-for-trading investments – (13,817)

Purchase of an available-for-sale investment – (42,510)

Proceeds on disposal of property, plant and equipment 90 43

Proceeds on disposal of held-for-trading investments – 22,027

Proceeds on disposal of investment properties 1,094 3,320

Repayment from a third party – 503

Acquisition of additional interest in a subsidiary – (48,628)

Acquisition of subsidiaries 31 (134,742) (9,708)

Increase in pledged bank deposits (5,117) (612)

Advance to minority shareholders of subsidiaries (67,313) (42,959)

Net cash used in investing activities (204,657) (113,968)

Financing activities Dividend paid (22,092) (51,284)

Advance from (repayment to) a shareholder 3,565 (15,767)

Advance from (repayment to) minority shareholders of subsidiaries 36,302 (80,466)

Repayment to directors (1,425) (81)

Repayment to related parties (17) (1,074)

Net proceeds on issue of convertible notes – 459,855

Net proceeds on issue of new shares – 299,213

Net proceeds on issure of new shares under Pre-IPO Share Option

Scheme 5,078 –

Proceeds from bank loans 696,725 535,976

Repayment of bank loans (213,457) (300,555)

Dividends paid to minority shareholders of subsidiaries (41,719) (71,666)

Return of minority shareholder’s share of reserves (14,298) –

Cash injection from minority shareholders of subsidiaries 14,691 247,954

Net cash from financing activities 463,353 1,022,105

(Decrease) increase in cash and cash equivalents (500,382) 66,108

Cash and cash equivalents at beginning of year 17 702,857 622,237

Effect of exchange rate changes on the balance of cash held in foreign

currencies 173,266 14,512

Cash and cash equivalents at end of year 17 375,741 702,857


Notes to Financial Statements


December 31, 2008

1 GENERAL

The Company (Registration No. 200601911K) is incorporated in the Republic of Singapore with its principal

place of business and registered office at 9 Temasek Boulevard, #36-02 Suntec Tower Two, Singapore

038989. The Company is listed on the Singapore Exchange Securities Trading Limited. The financial

statements are expressed in Singapore dollars.

The principal activity of the Company is to carry on the business of an investment holding company.

The principal activities of the subsidiaries are disclosed in Note 10 to the financial statements.

The consolidated financial statements of the Group and balance sheet and statement of changes in equity

of the Company for the financial year ended December 31, 2008 were authorised for issue by the Board of

Directors on March 27, 2009.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING – The financial statements are prepared in accordance with the historical cost

convention, except as disclosed in the accounting policies below, and are drawn up in accordance with

the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

ADOPTION OF NEW AND REVISED STANDARDS – In the current financial year, the Group has adopted

all the new and revised FRSs and Interpretations of FRSs (“INT FRSs”) that are relevant to its operations

and effective for annual periods beginning on or after January 1, 2008. The adoption of these new/revised

FRSs and INT FRSs does not result in changes to the Group’s and the Company’s accounting policies and

has no material effect on the amounts reported for the current or prior years.

At the date of authorisation of these financial statements, the following FRSs, INT FRSs and amendments

to FRSs that are relevant to the Group and the Company were issued but not effective:

FRS 1 – Presentation of Financial Statements (Revised)

FRS 23 – Borrowing Costs (Revised)

FRS 102 – Share-based Payment (Amendments relating to vesting conditions and cancellations)

FRS 108 – Operating Segments

Consequential amendments were also made to various standards as a result of these new/revised

standards.

The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRSs in

future periods will have no material impact on the financial statements of the Group and of the Company in

the period of their initial adoption except for the following:

FRS 1 – Presentation of Financial Statements (Revised)

FRS 1 (Revised) will be effective for annual periods beginning on or after January 1, 2009, and will change

the basis for presentation and structure of the financial statements. It does not change the recognition,

measurement or disclosure of specific transactions and other events required by other FRSs.



67

December 31, 2008

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

FRS 108 – Operating Segments

FRS 108 will be effective for annual financial statements beginning on or after January 1, 2009 and

supersedes FRS 14 – Segment Reporting. FRS 108 requires operating segments to be identified on

the basis of internal reports about components of the Group that are regularly reviewed by the chief

operating decision maker in order to allocate resources to the segment and to assess its performance.

In contrast, FRS 14 requires an entity to identify two sets of segments (business and geographical), using

a risks and rewards approach, with the entity’s system of internal financial reporting to key management

personnel serving only as the starting point for the identification of such segments. Following the adoption

of FRS 108, the Group’s current basis of segment reporting is not expected to change significantly as

the identification of the reportable segments is based on the internal management reports submitted to

management for decision making.

BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements

of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the

Company has the power to govern the financial and operating policies of the investee enterprise so as to

obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated

profit and loss statement from the effective date of acquisition or up to the effective date of disposal, as

appropriate.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s

equity therein. Minority interests consist of the amount of those interests at the date of the original

business combination (see below) and the minority’s share of changes in equity since the date of the

combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s

equity are allocated against the interests of the Group except to the extent that the minority has a binding

obligation and is able to make an additional investment to cover its share of those losses.

In the Company’s financial statements, investments in subsidiaries are carried at cost less any impairment

in net recoverable value that has been recognised in profit or loss.

BUSINESS COMBINATIONS – The acquisition of subsidiaries from a common shareholder is accounted for

using the merger accounting method. Under this method, the Company has been treated as the holding

company of the subsidiaries for the financial years presented rather than from the date of acquisition of the

subsidiaries.

The acquisition of subsidiaries from a party other than a common shareholder is accounted for using the

purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date

of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in

exchange for control of the acquiree, plus any costs directly attributable to the business combination. The

acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition

under FRS 103 are recognised at their fair values at the acquisition date.



December 31, 2008


Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess

of the cost of the business combination over the Group’s interest in the net fair value of the identifiable

assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net

fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the

business combination, the excess is recognised immediately in profit or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the

net fair value of the assets, liabilities and contingent liabilities recognised.

FINANCIAL INSTRUMENTS – Financial assets and financial liabilities are recognised on the Group’s

balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Investments are recognised and de-recognised on a trade date where the purchase or sale of an

investment is under a contract whose terms require delivery of the investment within the timeframe

established by the market concerned, and are initially measured at fair value, plus transaction costs except

for those financial assets classified as at fair value through profit or loss which are initially measured at fair

value.

Other financial assets are classified into the following specified categories: “financial assets at fair value

through profit or loss”, “available-for-sale financial assets” and “loans and receivables”. The classification

depends on the nature and purpose of financial assets and is determined at the time of initial recognition.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of

allocating interest income or expense over the relevant period. The effective interest rate is the rate that

exactly discounts estimated future cash receipts or payments (including all fees on points paid or received

that from an integral part of the effective interest rate, transaction costs and other premiums or discounts)

through the expected life of the financial instrument, or where appropriate, a shorter period. Income and

expense is recognised on an effective interest rate basis for debt instruments other than those financial

instruments “at fair value through profit or loss”.

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

Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is

designated as at FVTPL.

A financial asset is classified as held-for-trading if:

it has been acquired principally for the purpose of selling in the near future; or

it is a part of an identified portfolio of financial instruments that the group manages together and has

a recent actual pattern of short-term profit-taking; or

it is a derivative that is not designated and effective as a hedging instrument.

FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or

loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.



69

December 31, 2008


Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets that are not classified into any of

the other categories. Investments in equity instruments that do not have a quoted market price in an active

market and whose fair value cannot be reliably measured are measured at cost less impairment loss.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not

quoted in an active market are classified as “loans and receivables”. Loans and receivables are measured

at amortised cost using the effective interest method less impairment. Interest is recognised by applying

the effective interest method, except for short-term receivables when the recognition of interest is

immaterial.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of

impairment at each balance sheet date. Financial assets are impaired where there is objective evidence

that, as a result of one or more events that occurred after the initial recognition of the financial asset, the

estimated future cash flows of the investment have been impacted.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the

asset’s carrying amount and the present value of estimated future cash flows, discounted at the original

effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial

assets with the exception of trade receivables where the carrying amount is reduced through the use of

an allowance account. When a trade receivable is uncollectible, it is written off against the allowance

account. Subsequent recoveries of amounts previously written off are credited against the allowance

account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the

impairment loss decreases and the decrease can be related objectively to an event occurring after the

impairment loss was recognised, the previously recognised impairment loss is reversed through profit or

loss to the extent the carrying amount of the investment at the date the impairment is reversed does not

exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment

loss, is recognised directly in equity.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the

asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of

the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards

of ownership and continues to control the transferred asset, the Group recognises its retained interest in

the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all

the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the

financial asset and also recognises a collaterialised borrowing for the proceeds received.



December 31, 2008


Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance

of the contractual arrangements entered into and the definitions of a financial liability and an equity

instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after

deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue

costs.

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently

measured at amortised cost, using the effective interest method, with interest expense recognised on an

effective yield basis.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised

cost, using the effective interest method. Any difference between the proceeds (net of transaction

costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in

accordance with the Group’s accounting policy for borrowing costs (see below).

Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the

higher of the amount of obligation under the contract recognised as a provision in accordance with

FRS 37 – Provision, Contingent Liabilities and Contingent Assets and the amount initially recognised less

cumulative amortisation in accordance with FRS 18 – Revenue.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,

cancelled or they expire.

Convertible notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity

component. The component parts of compound instruments are classified separately as financial liabilities

and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair

value of the liability component is estimated using the prevailing market interest rate for a similar non-

convertible instrument. This amount is recorded as a liability on an amortised cost basis until extinguished

upon conversion or at the instrument’s maturity date. The equity component is determined by deducting

the amount of the liability component from the fair value of the compound instrument as a whole. This is

recognised and included in equity, net of income tax effects, and is not subsequently remeasured. Upon

conversion, the liability component is derecognised, the amortised cost of the notes converted and the

original equity component recognised are reclassified to share capital. No gain or loss is recognised on

conversion.

LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all

the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.



71

December 31, 2008


The Group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant

lease unless another systematic basis is more representative of the time pattern in which use benefit

derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an

operating lease are added to the carrying amount of the leased asset and recognised on a straight-line

basis over the lease term.

The Group as lessee

Rentals payable under operating leases are charged to profit and loss statement on a straight-line basis

over the term of the relevant lease unless another systematic basis is more representative of the time

pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under

operating leases are recognised as an expense in the period in which they are incurred.

PROPERTIES FOR DEVELOPMENT – Properties for development are mainly vacant leasehold land for

development and land where management is obtaining permits prior to the commencement of physical

construction and are stated at cost less allowance for impairment in value made by the management.

These land properties include all land acquired where management has yet to decide whether to develop

it for long term retention or for sale. When the intention is clear and action initiated or the physical

construction and development are commenced, land to be developed for long term retention is reclassified

as investment properties whereas land to be developed for sale and expected to be realised in the normal

course of the Group’s property development cycle is reclassified as properties under development for sale

under current assets.

PROPERTIES UNDER DEVELOPMENT FOR SALE – Properties under development for sale are stated

at lower of cost or estimated net realisable value. Net realisable value takes into account the price

ultimately expected to be realised and the anticipated costs to completion. Cost of property in the course

of development comprises land cost, development costs and borrowing costs capitalised during the

development period. When completed, the units held for sale are classified as completed properties for

sale.

COMPLETED PROPERTIES FOR SALE – Completed properties for sale but remaining unsold at year

end are stated at lower of cost or net realisable value. Cost is determined by apportionment of the total

land cost, development costs and borrowing costs capitalised attributable to the unsold properties. Net

realisable value is determined by reference to sale proceeds of properties sold in the ordinary course of

business less all estimated selling expenses after the balance sheet date, or by management estimates

based on prevailing market conditions.

PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated

depreciation and any accumulated impairment losses.

Construction-in-progress consists of construction costs and finance costs incurred during the period of

construction.



December 31, 2008


Depreciation is charged so as to write off the cost of property, plant and equipment, other than

construction-in-progress, over their estimated useful lives, using the straight-line method, substantially on

the following bases:

Leasehold land and buildings – 2% to 5%

Furniture, fixtures and equipment – 20%

Motor vehicles – 10% to 25%

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with

the effect of any changes in estimate accounted for on a prospective basis.

Fully depreciated property, plant and equipment still in use are retained in the financial statements.

The gain or loss arising on the disposal or retirement of a property, plant and equipment is determined as

the difference between the sales proceeds and the carrying amount of the asset and is recognised in the

profit or loss.

INVESTMENT PROPERTIES – Investment properties, which are properties held to earn rentals and/or for

capital appreciation, are measured initially at its cost, including transaction costs. Subsequent to initial

recognition, investment property is measured at fair value. The fair value of an investment property is the

price at which the property could be exchanged between knowledgeable, willing parties in an arm’s length

transaction. Professional valuations are obtained at least once in three years. Gains or losses arising from

changes in the fair value of investment property are included in profit or loss for the period in which they

arise.

GOODWILL – Goodwill arising on the acquisition of a subsidiary or a jointly-controlled entity from third

parties represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the

identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised

at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured

at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units

expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has

been allocated are tested for impairment annually, or more frequently when there is an indication that

the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying

amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill

allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of

each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly-controlled entity, the attributable amount of goodwill is included in

the determination of the profit or loss on disposal.

INTANGIBLE ASSET – This relates to a club membership held on a long-term basis and is stated at cost

less impairment losses.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL – At each balance sheet

date, the Group reviews the carrying amounts of its tangible and intangible assets other than investment

properties carried at fair value, to determine whether there is any indication that those assets have suffered

an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order

to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable

amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to

which the asset belongs.



73

December 31, 2008


Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for

impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in

use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying

amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An

impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating

unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying

amount does not exceed the carrying amount that would have been determined had no impairment loss

been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is

recognised immediately in profit or loss.

PROVISIONS – Provisions are recognised when the Group has a present obligation (legal or constructive)

as a result of a past event, it is probable that the Group will be required to settle the obligation, and a

reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the

present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding

the obligation. Where a provision is measured using the cash flows estimated to settle the present

obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered

from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will

be received and the amount of the receivable can be measured reliably.

SHARE-BASED PAYMENTS – The Group issues equity-settled share-based payments to certain

employees.

Equity-settled share-based payments are measured at fair value of the equity instruments (excluding the

effect of non market-based vesting conditions) at the date of grant. Details regarding the determination of

the fair value of equity-settled share-based transactions are set out in Note 32. The fair value determined

at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the

vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest

and adjusted for the effect of non market-based vesting conditions. At each balance sheet date, the Group

revises the estimate of the number of equity instruments expected to vest. The impact of the revision

of the original estimates, if any, is recognised over the remaining vesting period with a corresponding

adjustment to the equity-settled employee benefits reserve.

MERGER RESERVE – Merger reserve represents the difference between the nominal amount of the share

capital of the subsidiaries at the date on which it was acquired by the Group and the nominal amount of

the share capital issued as consideration for the acquisition under the merger accounting (see above).

STATUTORY RESERVE – Statutory reserve represents the amount transferred from profit after taxation

of the subsidiaries incorporated in the People’s Republic of China (excluding Hong Kong) (the “PRC”) in

accordance with the PRC requirement. The statutory reserve cannot be reduced except where approval is

obtained from the relevant PRC authority to apply the amount either in setting off any accumulated losses

or increasing capital.



December 31, 2008


OTHER RESERVE – Other reserve represents the difference between the purchase consideration and

the carrying amount of net assets of the additional interest acquired in the subsidiaries at the date of

acquisition.

REVENUE RECOGNITION – Revenue is measured at the fair value of the consideration received or

receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Sale of properties developed

Revenue from properties developed for sale is recognised when the legal title passes to the buyer or when

the equitable interest in the property vest in the buyer upon release of the handover notice of the respective

property to the buyer, whichever is the earlier. Payments received from buyers prior to this stage are

recorded as advances from customers for sales of properties and are classified as current liabilities.

Rendering of services

Management fee income and service income are recognised in the year when services have been

rendered.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective

interest rate applicable.

Dividend income

Dividend income from investments is recognised when the shareholders’ rights to receive payment have

been established.

Rental income

Rental income from investment properties is recognised on a straight-line basis over the term of the

relevant lease.

TAX SUBSIDIES – Tax subsidies are credited to the profit and loss statement when received from the

relevant authorities.

GOVERNMENT SUBSIDIES – Government subsidies are not recognised until there is reasonable assurance

that the Company will comply with the conditions attaching to them and the subsidies will be received.

Government subsidies are recognised as income over the periods necessary to match them with the

related costs. Government subsidies related to expense items are recognised in the same period as those

expenses are charged to the profit and loss statement or are reported separately as “other operating

income”.

BORROWING COSTS – Borrowing costs directly attributable to the acquisition, construction or production

of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their

intended use or sale, are added to the cost of these assets, until such time as the assets are substantially

ready for their intended use or sale. Investment income earned on the temporary investment of specific

borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for

capitalisation.



75

December 31, 2008


All other borrowing costs are recognised in profit and loss statement in the period in which they are

incurred.

RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans are charged

as an expense as they fall due. Payments made to state-managed retirement benefit schemes, such as

the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where

the Group’s obligations under the plans are equivalent to those arising in a defined contribution retirement

benefit plan.

Pursuant to the relevant regulations of the PRC government, the PRC subsidiaries of the Group (“PRC

Subsidiaries”) have participated in central pension schemes (“the Schemes”) operated by local municipal

governments whereby the PRC Subsidiaries are required to contribute a certain percentage of the

basic salaries of their employees to the Schemes to fund their retirement benefits. The local municipal

governments undertake to assume the retirement benefit obligations of all existing and future retired

employees of the PRC Subsidiaries. The only obligation of the PRC Subsidiaries with respect to the

Schemes is to pay the ongoing required contributions under the Schemes mentioned above. Contributions

under the Schemes are charged to the profit and loss statement as incurred.

EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they

accrue to employees. A provision is made for the estimated liability for annual leave as a result of services

rendered by employees up to the balance sheet date.

INCOME TAX – Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as

reported in the profit and loss statement because it excludes items of income or expense that are taxable

or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s

liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively

enacted in countries where the Company and subsidiaries operate by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit, and is

accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for

all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable

that taxable profits will be available against which deductible temporary differences can be utilised. Such

assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial

recognition (other than in a business combination) of other assets and liabilities in a transaction that affects

neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in

subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is

probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the

extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the

asset to be recovered.



December 31, 2008


Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is

settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively

enacted by the balance sheet date. Deferred tax is charged or credited to profit or loss, except when it

relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in

equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax

assets against current tax liabilities and when they relate to income taxes levied by the same taxation

authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they

relate to items credited or debited directly to equity, in which case the tax is also recognised directly in

equity, or where they arise from the initial accounting for a business combination. In the case of a business

combination, the tax effect is taken into account in calculating goodwill or determining the excess of

the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent

liabilities over cost.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – The individual financial statements of each

Group entity are measured and presented in the currency of the primary economic environment in which

the entity operates (its functional currency). The consolidated financial statements of the Group and the

balance sheet of the Company are presented in Singapore dollars, which is the functional currency of the

Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the

entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction.

At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates

prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in

foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined.

Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary

items are included in profit or loss for the period. Exchange differences arising on the retranslation of

non-monetary items carried at fair value are included in profit or loss for the period except for differences

arising on the retranslation of non-monetary items in respect of which gains and losses are recognised

directly in equity. For such non-monetary items, any exchange component of that gain or loss is also

recognised directly in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s

foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates

prevailing on the balance sheet date. Income and expense items (including comparatives) are translated

at the average exchange rates for the period, unless exchange rates fluctuated significantly during that

period, in which case the exchange rates at the dates of the transactions are used. Exchange differences

arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation

differences are recognised in profit or loss in the period in which the foreign operation is disposed of.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities

(including monetary items that, in substance, form part of the net investment in foreign entities) are taken

to the translation reserve.



77

December 31, 2008


Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets

and liabilities of the foreign operation and translated at the closing rate.

CASH AND CASH EQUIVALENTS – Cash and cash equivalents comprise cash on hand and demand

deposits and are subject to an insignificant risk of changes in value.

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2 above, management

is required to make judgements, estimates and assumptions about the carrying amounts of assets and

liabilities that are not readily apparent from other sources. The estimates and associated assumptions are

based on historical experience and other factors that are considered to be relevant. Actual results may

differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only that

period, or in the period of the revision and future periods if the revision affects both current and future

periods.

Critical judgements in applying the Group’s accounting policies

The following are the critical judgements, apart from those involving estimations (see below), that

management has made in the process of applying the Group’s accounting policies and that have the most

significant effect on the amounts recognised in the financial statements.

Taxation

The Group accounts for income taxes under the provisions of FRS 12 – Income Taxes. The Group has

recorded deferred tax assets on tax loss of $22.7 million (2007 : $27.0 million) because the management

believes it is more likely than not that such tax loss can be utilised (Note 13). In the event the management

determines that the Group would not be able to realise such deferred tax assets in the future in excess

of their recorded amount, an adjustment to the Group’s deferred tax assets would decrease the Group’s

income in the period such determination is made. Likewise, if the management determines that the Group

is able to realise all or part of the Group’s unrecognised deferred tax on tax loss of $21.8 million (2007 :

$16.4 million), which is currently not expected to be utilised in the future, an adjustment to the Group’s

deferred tax assets would increase the Group’s income in the period such determination is made. The

Group records deferred tax using the balance sheet liability method at the rates that have been enacted by

the balance sheet date.

Land Appreciation Tax (“LAT”)

All income from sale of properties in the PRC is subject to LAT at progressive rates under the PRC tax laws

and regulations. The management estimates and provides for LAT in accordance with the PRC tax laws

and regulations. However, prior to October 1, 2006, the Group has not been levied any LAT for the sale

of properties located in Shanghai Pudong New District and this applies also to all property development

companies in Shanghai Pudong New District.

The management, after taking into consideration its due diligence, as described in Note 26, consider the provision of LAT to be adequate.



December 31, 2008

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Cont’d) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, 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.

Carrying amounts of properties for development, properties under development for sale and completed properties for sale

The aggregate carrying amount of these properties totaled $3,903.6 million as at December 31, 2008 (2007 : $2,627.8 million), details of which are disclosed in Note 9. They are stated at cost less allowance for impairment in value or at the lower of cost and estimated net realisable values, assessed on an individual project basis.

When it is probable that the total project costs will exceed the total projected revenue net of selling expenses i.e., net realisable value, the amount in excess of net realisable value is recognised as an expense immediately.

The process of evaluating the net realisable value for each property is subject to management judgement and the effect of assumptions in respect of development plans, timing of sale and the prevailing market conditions. Management performs cost studies for each project, taking into account the costs incurred to date, the development status and costs to complete each development project. Any future variation in plans, assumptions and estimates can potentially impact the carrying amounts of the respective properties.

Valuation of investment properties

As disclosed in Note 8 to the financial statements, investment properties are stated at fair value based on the valuation performed by an independent professional valuer. In determining the fair values, the valuer has made reference to both the comparable sales transactions as available in the relevant market of these properties and the capitalisation of the existing and reversionary rental income potential.

The valuer, has in its valuation report, drawn attention to the fact that the current volatility in the global financial system has created a significant degree of turbulence in commercial real estate markets across the world. Furthermore, the lack of liquidity in the capital markets means that it may be very difficult to achieve a successful sale of property assets in the short-term. In relying on the independent professional valuation report, management considered the method of valuation and the Group’s marketing strategy and is of the view that the estimated values are reasonable.

Depreciation of property, plant and equipment

The management exercises their judgement in estimating the useful lives of the depreciable assets. Depreciation is provided to write off the cost of property, plant and equipment (Note 7) over their estimated useful lives, using the straight line method.

Share-based payment

FRS 102 Shared-based Payment requires the recognition of equity-settled share-based payments at fair value at the date of grant. As disclosed in Note 32 to the financial statements, the management used the Black-Scholes pricing model to measure fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.



79

December 31, 2008

4 FINANCIAL RISKS AND MANAGEMENT

(a) Categories of financial instruments

The following table sets out the financial instruments as at the balance sheet date:

GROUP COMPANY

2008 2007 2008 2007$’000 $’000 $’000 $’000

Financial assetsFair value through profit or loss:

Held-for-trading investments 1,101 3,323 – –

Loans and receivables (including

cash and cash equivalents) 498,017 828,493 1,353,020 1,289,428

Available-for-sale investments 10,445 52,384 – –

Financial liabilitiesAmortised cost 2,008,973 1,358,125 606,615 589,941

(b) Financial risk management policies and objectives

The management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including foreign exchange risk, interest rate risk, equity price risk), credit risk and liquidity risk.

The Group does not hold or issue derivative financial instruments for speculative purposes.

There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risks. Market risk exposures are measured using sensitivity analysis indicated below.

(i) Foreign exchange risk management

The Group transacts business in various foreign currencies, including the United States (“US”) dollar, Hong Kong (“HK”) dollar and Renminbi (“RMB”) and therefore is exposed to foreign exchange risk. The Group does not enter into derivative foreign exchange contracts and foreign currency borrowings to hedge its foreign exchange risk.

At the reporting date, the carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective entities’ functional currencies are as follows:

GROUP COMPANY

Liabilities Assets Liabilities Assets2008 2007 2008 2007 2008 2007 2008 2007$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

US dollars – – 18,760 109,647 – – 995,087 973,368

HK dollars 291,190 293,233 3,126 3,323 287,836 293,210 109,996 65,702

RMB – – 15,443 – – – – –



December 31, 2008

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(i) Foreign exchange risk management (Cont’d) The Company has a number of investments in foreign subsidiaries, whose net assets are

exposed to currency translation risk. The Group has not designated its foreign currency denominated debt obligations as hedging instruments for managing of foreign currency translation risk relating to the net assets of its foreign operations.

Foreign currency sensitivity

The following table details the sensitivity to a 6% increase in the exchange rate for the relevant foreign currencies against the functional currency of each entity of the Group. 6% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 6% change in foreign currency rates. A positive number below indicates an increase in profit before income tax when the functional currency of each Group entity strengthens 6% against the relevant foreign currencies. For a 6% weakening of the functional currency of each Group entity against the relevant foreign currencies, there would be equal and opposite impact on the profit before income tax.

US dollar impact HK dollar impact RMB impact

2008 2007 2008 2007 2008 2007$’000 $’000 $’000 $’000 $’000 $’000

GROUP

(Decrease) increase in

profit before income tax (1,062) (6,262) 16,317 16,409 (874) –

COMPANY

(Decrease) increase in

profit before income tax (56,337) (55,109) 10,068 12,878 – –

The Group’s sensitivity to US dollar exchange rate has decreased during the current year due to the reduction of US dollar balances in cash and bank balances at current year end as compared with the preceding year end. The Group’s sensitivity to HK dollar exchange rate during the current year approximates that of the preceding year as there is no significant change in the HK dollar denominated net monetary liabilities. The Group’s sensitivity to RMB exchange rate during current year is attributable to the RMB denominated amounts due from minority shareholders.

The Company’s sensitivity to US dollar exchange rate has increased during the current year mainly due to the increase in US dollar denominated non-trade amount due from a subsidiary at current year end as compared with the preceding year end. The Company’s sensitivity to HK dollar exchange rate has decreased during the current year mainly due to the decrease in HK dollar denominated net liabilities at current year end as compared with the preceding year end.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year.



81

December 31, 2008



(ii) Interest rate risk management

Summary quantitative data of the Group’s interest-bearing financial instruments can be found

in Section (v) of this Note. The Group’s policy is to maintain cash and cash equivalents and

borrowings in fixed rate instruments. However, it sometimes borrows at variable rates as well.

Interest rate sensitivity

The sensitivity analysis below has been determined based on the exposure to interest rates

for non-derivatives instruments at the balance sheet date and the stipulated change taking

place at the beginning of the financial year and held constant throughout the reporting year

in the case of instruments that have floating rates. A 100 basis point increase or decrease is

used when reporting interest rate risk internally to key management personnel and represents

management’s assessment of the possible change in interest rates.

If interest rates had been 100 basis points higher or lower and all other variables were held

constant, the Group’s:

profit before income tax for the year ended December 31, 2008 would decrease/

increase respectively by $11.8 million (2007 : decrease/increase respectively by $6.8

million). This is mainly attributable to the Group’s exposure to its variable rate of

borrowings.

It is the Group’s accounting policy to capitalise borrowing costs relevant to property

development. Hence, the above mentioned interest rate fluctuation may not fully impact

the profit in the year where interest is accrued but may affect profit in future financial

years.

The Group’s sensitivity to interest rates has increased during the current year mainly due to

the increase in variable rate debt instruments.

In 2008, the management is of the view that the interest rate risk is not significant for the

Company. Hence, no sensitivity analysis is presented for the Company. The Company’s profit

and loss for the year ended December 31, 2007 was not affected by the changes in interest

rates as the interest-bearing instruments carry fixed interest rate.

(iii) Equity price risk management

The Group is exposed to equity price risk arising from equity investments classified as

held-for-trading. Available-for-sale investments are held for strategic rather than trading

purposes. The Group does not actively trade available-for-sale investments.

Further details of these equity investments can be found in Notes 11 and 16 to the financial

statements.

The management is of the view that the equity price risk is not significant for the Group. Hence

no sensitivity analysis is presented.



December 31, 2008



(iv) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations

resulting in financial loss to the Group. The Group has adopted a policy of only dealing with

creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means

of mitigating the risk of financial loss from defaults. For sales of properties, sales proceeds

are fully settled upon delivery of properties.

The Group does not have any significant credit risk exposure to any single counterparty or any

group of counterparties having similar characteristics except for non-trade amounts due from

minority shareholders. The credit risk on financial assets is limited because the counterparties

are mainly PRC government agents (Note 14) which management considers to be creditworthy

and certain minority shareholders where securities are provided by undistributed retained

earnings of a subsidiary yet to be declared as dividends and future dividend distributions by a

subsidiary to the minority shareholders (Note 15).

The sum of the carrying amount of financial assets recorded in the financial statements,

grossed up for any allowances for losses represents the Group’s maximum exposure to credit

risk.

In addition to the credit risk in respect of the financial assets, the Group has provided

guarantees of approximately $228.8 million (2007 : $224.3 million) to banks for the benefit

of the Group’s customers in respect of mortgage loans provided by the banks to these

customers for the purchase of the Group’s development properties, as elaborated in Note 35

to the financial statements.

(v) Liquidity risk management

The Group maintains cash and cash equivalents and external bank loans with staggered

repayment dates, some of which are in excess of two years. The Group also minimises

liquidity risk by keeping committed credit lines available. At December 31, 2008, the Group

had available $169.3 million (2007 : $374.2 million) of undrawn committed bank credit facilities

in respect of which all precedent conditions had been met.

In managing liquidity risk, the management prepares cash flow forecasts using various

assumptions and monitors the cash flows of the Group.

Liquidity and interest risk analyses

Non-derivative financial liabilities

The following tables detail the remaining contractual maturity for non-derivative financial

liabilities. The tables have been drawn up based on the undiscounted cash flows of financial

liabilities based on the earliest date on which the Group and Company can be required to

pay. The table includes both interest and principal cash flows. The adjustment column

represents the estimated future interest attributable to the instrument included in the maturity

analysis which is not included in the carrying amount of the financial liabilities on the balance

sheet.



83

December 31, 2008



(v) Liquidity risk management (Cont’d)

Non-derivative financial liabilities (Cont’d)

Weightedaverageeffectiveinterest

rate

Ondemandor within

1 year

More than1 year to2 years

More than2 years to

5 years Adjustments Total% $’000 $’000 $’000 $’000 $’000

GROUP

2008

Non-interest bearing 436,454 – – – 436,454

Variable interest rate

instruments 6.7 373,474 750,889 207,906 (152,876) 1,179,393

Fixed interest rate

instruments 8.1 – 32,741 390,064 (29,679) 393,126

809,928 783,630 597,970 (182,555) 2,008,973

2007



instruments 6.5 156,627 165,933 458,222 (107,774) 673,008

Fixed interest rate

instruments 7.9 28,438 – 338,250 (40,891) 325,797

544,385 165,933 796,472 (148,665) 1,358,125

COMPANY

2008



instruments 6.5 2,863 – – (175) 2,688

Fixed interest rate

instruments 8.0 – – 338,250 (14,688) 323,562

283,228 – 338,250 (14,863) 606,615



December 31, 2008




Non-derivative financial liabilities (Cont’d)


rate

Ondemandor within

1 year


More than2 years to

5 years Adjustments Total% $’000 $’000 $’000 $’000 $’000

COMPANY

2007


Fixed interest rate

instruments 8.0 – – 338,250 (39,055) 299,195

290,746 – 338,250 (39,055) 589,941

Non-derivative financial assets

The following tables detail the expected maturity for non-derivative financial assets. The

tables below have been drawn up based on the undiscounted contractual maturities of the

financial assets including interest that will be earned on those assets except where the Group

and the Company anticipate that the cash flows will occur in a different period.


rate

Ondemandor within

1 year


More than5 years Adjustments Total

% $’000 $’000 $’000 $’000 $’000

GROUP

2008

Non-interest bearing 403,962 – 10,445 – 414,407


instruments 7.5 15,927 – – (1,111) 14,816

Fixed interest rate

instruments 3.5 83,169 – – (2,829) 80,340

503,058 – 10,445 (3,940) 509,563



85

December 31, 2008




Non-derivative financial assets (Cont’d)


rate

Ondemandor within

1 year


More than5 years Adjustments Total

% $’000 $’000 $’000 $’000 $’000

GROUP

2007

Non-interest bearing 545,359 – 52,384 – 597,743

Fixed interest rate

instruments 3.5 296,525 – – (10,068) 286,457

841,884 – 52,384 (10,068) 884,200

In 2008 and 2007, the Company’s non-derivative financial assets are non-interest bearing with

expected maturity within a year, except for the fixed deposits in 2007 which carried an interest

rate of 2.6% per annum.

(vi) Fair value of financial assets and financial liabilities

The carrying amounts of cash and cash equivalents, trade and other current receivables and

payables approximate their respective fair values due to the relatively short-term maturity of

these financial instruments. The management considers that carrying values approximate the

fair values of other classes of financial assets and liabilities except for the convertible notes

stated at amortised cost where fair value is disclosed in Note 20.

The fair value of financial assets and financial liabilities with standard terms and conditions

and traded on active liquid markets are determined with reference to quoted market prices.



December 31, 2008


(c) Capital risk management policies and objectives

The Group manages its capital to ensure that entities in the Group will be able to continue as a going

concern while maximising the return to shareholders through the optimisation of the debt and equity

balance.

The Group monitors capital on the basis of the net debt to equity ratio. This ratio is calculated

as total debt less cash and bank balances divided by equity. Total debt include bank loans,

convertible notes, non-trade amount due to a minority shareholder of a subsidiary and a shareholder

of the Company. Equity is “Equity attributable to equity holders of the Company” as shown in the

consolidated balance sheet.

The net debt to equity ratio as at December 31, 2008 and 2007 were as follows:

GROUP

2008 2007$’000 $’000

Total debt 1,572,519 998,805

Cash and bank balances (375,741) (702,857)

Net debt 1,196,778 295,948

Equity 1,869,325 1,535,192

Net debt to equity ratio 64.0% 19.3%

The Group’s overall strategy remains unchanged from 2007.

5 HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS

The Company is a subsidiary of Yanlord Holdings Pte. Ltd., incorporated in the Republic of Singapore,

which is also the Company’s ultimate holding company. Related companies in these financial statements

refer to members of the Company’s group of companies.

Transactions between the Company and its subsidiaries, which are related companies of the Company,

have been eliminated on consolidation and are not disclosed in this note. The intercompany balances are

unsecured, interest-free and repayable on demand unless otherwise stated.

The Company’s non-trade amounts due from subsidiaries are substantially denominated in US dollars. The

Company’s non-trade amount due to a subsidiary is substantially denominated in HK dollars.



87

December 31, 2008

6 OTHER RELATED PARTY TRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are

considered to be related if one party has the ability to control the other party or exercise significant

influence over the other party in making financial and operating decisions.

Some of the Group’s transactions and arrangements are with related parties and the effect of these on

the basis determined between the parties is reflected in these financial statements. The balances with

related parties are unsecured, interest-free and repayable on demand unless otherwise stated. The non-

trade amount due to a shareholder of $2.7 million bore floating interest of 6.5% (2% plus cost of fund of

bank) per annum.

The Group’s and Company’s balances with related parties are substantially denominated in the functional

currencies of the respective entities.

During the year, the Group entered into the following transactions with related parties:

GROUP

2008 2007$’000 $’000

Interest income from minority shareholders of subsidiaries (2,341) (1,969)

Other income from a related party – (20)

Sales of properties to a minority shareholder of a subsidiary (3,632) –

Sales of properties to related parties (5,115) (214)

Interest expense to a shareholder 895 –

Interest expense to minority shareholders of subsidiaries 3,705 1,912

Rental expense to a related party 938 1,005

Consultancy fee to a minority shareholder of a subsidiary 857 659

Other expense to a related party 12 –

Compensation of directors and key management personnel

The remuneration of directors and other members of key management during the year was as follows:

GROUP

2008 2007$’000 $’000

Short-term benefits 8,989 9,726

Post-employment benefits 52 68

Equity-settled share-based payments 409 780

9,450 10,574



December 31, 2008

7 PROPERTY, PLANT AND EQUIPMENT

Leaseholdland and buildings

Motorvehicles

Furniture,fixtures and equipment

Construction in progress Total

$’000 $’000 $’000 $’000 $’000

GROUP

Cost:

At January 1, 2007 19,894 7,028 6,513 1,291 34,726

Arising from acquisition of subsidiaries – 94 8 – 102

Additions 44 2,057 3,048 – 5,149

Reclassification 6 152 (158) – –

Transfer from construction in progress 316 – – (316) –

Disposals – (198) (45) – (243)

Currency realignment (116) 134 55 25 98

At December 31, 2007 20,144 9,267 9,421 1,000 39,832

Additions 802 2,277 5,851 – 8,930

Transfer from properties under

development for sale 4,792 – – – 4,792

Disposals (6) (298) (101) – (405)

Currency realignment 700 509 482 58 1,749

At December 31, 2008 26,432 11,755 15,653 1,058 54,898

Accumulated depreciation:

At January 1, 2007 1,267 2,873 3,978 – 8,118

Arising from acquisition of subsidiaries – 58 6 – 64

Depreciation for the year 819 1,271 985 – 3,075

Reclassification (15) 2 13 – –

Eliminated on disposals – (135) (37) – (172)

Currency realignment (12) 55 35 – 78

At December 31, 2007 2,059 4,124 4,980 – 11,163

Depreciation for the year 794 2,098 1,409 – 4,301

Reclassification – 53 (53) – –

Eliminated on disposals (5) (238) (83) – (326)

Currency realignment 105 293 284 – 682

At December 31, 2008 2,953 6,330 6,537 – 15,820

Carrying amount:

At end of year 23,479 5,425 9,116 1,058 39,078

At beginning of year 18,085 5,143 4,441 1,000 28,669



89

December 31, 2008

8 INVESTMENT PROPERTIES

GROUP

2008 2007$’000 $’000

At fair value:

Balance as at beginning of year 219,901 105,702

Transfer from properties under development for sale 14,752 75,398

Transfer from completed properties for sale 17,142 –

Change in fair value (Note 24) 81,220 39,634

Currency realignment 15,512 2,126

Disposals (1,203) (2,959)

Balance as at end of year 347,324 219,901

The investment properties are stated at valuation based on the professional valuation carried out by an

independent valuer, CB Richard Ellis Limited Hong Kong, for all investment properties as at December 31,

2008 and 2007 by making reference to both the comparable sales transactions as available in the relevant

market of these properties and the capitalisation of the existing and reversionary rental income potential.

As at December 31, 2008, the investment properties amounting to $30.5 million (2007 : $108.6 million)

were pledged to banks to secure the bank loans granted to the Group. (Note 19)

The rental income earned by the Group from its investment properties under operating leases amounted

to $3.1 million (2007 : $0.7 million). Direct operating expenses arising on the investment properties in the

year amounted to $0.2 million (2007 : $0.03 million).

9 PROPERTIES FOR DEVELOPMENT/PROPERTIES UNDER DEVELOPMENT FOR SALE/COMPLETED PROPERTIES FOR SALE

GROUP

2008 2007$’000 $’000

At cost:

Properties for development (Non-current assets) 2,150,667 1,443,124

Properties under development for sale (Current assets) 1,246,708 1,067,147

Completed properties for sale (Current assets) 506,244 117,484

3,903,619 2,627,755

a) Properties for development, properties under development for sale and completed properties for sale

are located in the PRC.



December 31, 2008

9 PROPERTIES FOR DEVELOPMENT/PROPERTIES UNDER DEVELOPMENT FOR SALE/COMPLETED PROPERTIES FOR SALE (Cont’d)

b) Up to December 31, 2008, total interest capitalised are as follows:

GROUP

2008 2007$’000 $’000

Properties for development 50,268 16,478

Properties under development for sale 49,079 16,587

Completed properties for sale 22,134 4,049

The capitalisation rate is disclosed in Notes 19 and 20.

10 INVESTMENTS IN SUBSIDIARIES

COMPANY

2008 2007$’000 $’000

Unquoted equity shares, at cost 515,319 515,319

Details of the Company’s subsidiaries at December 31, 2008 are as follows:

Name of subsidiary

Country ofincorporation

(or registration) and operation

Proportion ofownership

interest andvoting power held Principal activity

2008 2007% %

Held by the Company

Yanlord Commercial Property

Investments Pte. Ltd. (a)

仁恒商业地产投资有限公司

Singapore 100 100 Investment

holding

Yanlord Land Pte. Ltd. (a)

仁恒置地有限公司Singapore 100 100 Investment

holding

Yanlord Land (HK) Co., Ltd. (b)

仁恒地产(香港)有限公司Hong Kong 100 100 Investment

holding



91

December 31, 2008

10 INVESTMENTS IN SUBSIDIARIES (Cont’d)

Name of subsidiary





2008 2007% %

Held by Yanlord Land Pte. Ltd.

and its subsidiaries

Palovale Pte Ltd (a)

柏龙威有限公司Singapore 67 67 Investment

holding

Yanlord Property Pte. Ltd. (a)

仁恒地产有限公司Singapore 60 60 Investment

holding

Yanlord Real Estate Pte. Ltd. (a)

仁恒置业发展有限公司Singapore 95 95 Investment

holding

East Hero Investment Ltd. (b)

东亨投资有限公司Hong Kong 100 100 Investment

holding

Singapore Yanlord Land

(HK) Ltd. (b)

新加坡仁恒地产(香港)有限公司

Hong Kong 100 100 Management

service

Chengdu Everrising Asset

Management Co., Ltd. (b)

成都市恒业东升资产经营管理有限公司

PRC 51 51 Property

development

and investment

Chengdu Yanlord Investment

Management Co., Ltd. (1) (b)

成都仁恒投资管理有限公司

PRC 100 – Management

service and

investment

Chengdu Yanlord Property


成都仁恒物业管理有限公司

PRC 100 100 Property

management

Yanlord Land (Chengdu)

Co., Ltd. (b)

仁恒置地(成都)有限公司


development

Guiyang Yanlord Property

Co., Ltd. (b)

貴阳仁恒房地产开发有限公司

PRC 67 67 Property

development

Guiyang Yanlord Property


貴阳仁恒物业管理有限公司

PRC 67 54 Property

management



December 31, 2008


Name of subsidiary





2008 2007% %


and its subsidiaries (Cont’d)

Nanjing Yanlord Development

Co., Ltd. (b)

南京仁恒置地房产开发有限公司


development

Nanjing Yanlord Property


南京仁恒物业管理有限公司


management

Nanjing Yanlord Real Estate

Co., Ltd. (b)

南京仁恒置业有限公司

PRC 60 60 Property

development

Yanlord Investment (Nanjing)

Co., Ltd. (b)

仁恒投资(南京)有限公司


development

and investment

Shenzhen Long Wei Xin Investment

Co., Ltd. (b)

深圳市龙威信投资实业有限公司

PRC 75 75 Property

development

Yanlord Land (Shenzhen)

Co., Ltd. (b)

仁恒置地(深圳)有限公司

PRC 100 100 Management

service

Shanghai Hong Ming Ge Food &

Beverage Service Management

Co., Ltd. (b)

上海宏名阁餐饮服务管理有限公司

PRC 60 60 Restaurant

operation

Shanghai Pudong New District

Private Yanlord Kindergarten (2) (b)

上海市浦东新区民办仁恒幼儿园

PRC 50 50 Kindergarten

operation

Shanghai Renjie Hebin

Garden Property Co., Ltd. (3) (b)

上海仁杰河滨园房地产有限公司

PRC 34 34 Property

development

Shanghai Yanlord Gaoqiao

Property Co., Ltd. (2) (b)

上海仁恒高乔房地产有限公司

PRC 50 50 Property

development



93

December 31, 2008


Name of subsidiary





2008 2007% %



Shanghai Yanlord Investment


上海仁恒投资管理有限公司


service and

investment

Shanghai Yanlord Property

Co., Ltd. (4) (b)

上海仁恒房地产有限公司

PRC 67 67 Property

development

Shanghai Yanlord Property


上海仁恒物业管理有限公司

PRC 67 67 Property

management

Shanghai Yanlord Real

Estate Co., Ltd. (b)

上海仁恒置业发展有限公司

PRC 56 56 Property

development

Shanghai Yanlord Yangpu

Property Co., Ltd. (1) (b)

上海仁恒杨浦房地产有限公司

PRC 67 – Property

development

Yanlord Land Investment

Management (Shanghai)

Co., Ltd. (b)

仁恒置地投资管理(上海)有限公司

PRC 100 100 Management

service

Suzhou Yinghan Property

Development Co., Ltd. (b)

苏州鷹汉房地产开发有限公司


development

Suzhou Zhonghui Property


苏州中辉房地产开发有限公司


development

Yanlord Property (Suzhou)

Co., Ltd. (b)

仁恒地产(苏州)有限公司


development

Tianjin Yanlord Haihe Development

Co., Ltd. (b)

天津仁恒海河开发有限公司

PRC 80 –(5) Property

development



December 31, 2008


Name of subsidiary





2008 2007% %



Tianjin Yanlord Property


天津仁恒物业服务有限公司

PRC 100 – Property

management

Yanlord Commercial Investment

(Tianjin) Co., Ltd. (1) (b)

仁恒商业投资(天津)有限公司


service and

investment

Yanlord Development (Tianjin)

Co., Ltd. (b)

仁恒发展(天津)有限公司


development

Zhuhai Yanlord Industrial

Co., Ltd. (b)

珠海仁恒实业有限公司

PRC 95 95 Property

development

Zhuhai Yanlord Property


珠海仁恒物业管理有限公司

PRC 90 90 Property

management

Zhuhai Yanlord Real Estate


珠海仁恒置业发展有限公司

PRC 90 90 Property

development

(1) Incorporated during the year.

(2) The proportion of ownership interest and voting power held is 50.25%.

(3) Although the Group does not effectively own more than 50% of the equity shares of this entity, it has control over the financial

and operating policies of this entity as this is majority owned by the subsidiary. Accordingly, this entity is regarded as a

subsidiary.

(4) Pursuant to the shareholder agreement signed in 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., commited to

acquire the remaining interest in a subsidiary, Shanghai Yanlord Property Co., Ltd. (SYP). Yanlord Land Pte. Ltd. injected

additional capital of US$99.0 million into SYP in 2007 (as part of the payment to increase ownership interest in SYP) and paid

a further RMB72.2 million to the minority shareholder of SYP representing the minority shareholder’s share of reserves. The

additional capital injected into SYP was utilised in acquisition of land and development of a new project in which the minority

shareholder of SYP is not entitled to share the returns in accordance with the shareholder agreement. Upon payment of total

consideration of $30.1 million in future, SYP will become a wholly-owned subsidiary of the Company.

(5) Transferred from available-for-sale investments during the year (Notes 11 and 31).



95

December 31, 2008


Notes on auditors

(a) Audited by Deloitte & Touche LLP, Singapore.

(b) Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes.

11 AVAILABLE-FOR-SALE INVESTMENTS

GROUP

2008 2007$’000 $’000

Unquoted equity shares, at cost 10,445 52,384

The investments included above represent investments in unquoted equity shares that present the Group

with opportunity for return through dividend income and capital appreciation. The management of the

Company is of the view that the fair value of unquoted equity shares cannot be measured reliably as the

range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot

be reasonably assessed. Accordingly, these investments are stated at cost.

During the year, an available-for-sale investment amounting to $42.2 million was transferred to investments

in subsidiaries (Note 31).

The available-for-sale investments are denominated in the functional currencies of the respective entities.

The management has evaluated whether there is any indicator of impairment for unquoted equity shares

carried at cost, by considering both internal and external sources of information, and is satisfied that there

is no such indicator.

12 INTANGIBLE ASSET

GROUP

2008 2007$’000 $’000

Club membership 128 –

At December 31, 2008, management assessed the marketable value of the club membership and

determined that it was in excess of its carrying amount.



December 31, 2008

13 DEFERRED TAXATION

GROUP2008 2007$’000 $’000

Deferred tax assets 5,637 6,849

Deferred tax liabilities (46,640) (23,926)

(41,003) (17,077)

The following are the major deferred tax assets and liabilities recognised by the Group and movements

thereon during the current and prior reporting year.

Revaluationof investment

properties

Temporarydifferencebetween

depreciationand tax

deduction Tax loss Total$’000 $’000 $’000 $’000

GROUPAt January 1, 2007 (17,412) 363 5,795 (11,254)

(Charge) credit to profit and loss statement

for the year (Note 26) (6,164) (350) 925 (5,589)

Exchange differences (350) (71) 187 (234)

At December 31, 2007 (23,926) (58) 6,907 (17,077)

Charge to profit and loss statement

for the year (Note 26) (20,702) (2) (1,458) (22,162)

Exchange differences (2,012) – 248 (1,764)

At December 31, 2008 (46,640) (60) 5,697 (41,003)

Pursuant to PRC tax regulations, at the balance sheet date, the Group has unutilised tax losses of $44.5

million (2007 : $43.4 million) available for offset against future profits. A deferred tax asset has been

recognised in respect of $22.7 million (2007 : $27.0 million) of such losses. No deferred tax asset has been

recognised in respect of the remaining $21.8 million (2007 : $16.4 million) due to the unpredictability of

future profit streams. Tax losses may be carried forward for 5 years subject to the conditions imposed by

law including the retention of majority shareholders as defined.



97

December 31, 2008

14 OTHER RECEIVABLES AND DEPOSITS

GROUP COMPANY2008 2007 2008 2007$’000 $’000 $’000 $’000

Advances to suppliers 1,669 1,108 – –

Deposits for construction of properties

and purchase of land for development 10,522 6,823 – –

Staff loans 2,269 2,178 – –

Prepayments (1) 129 684 – 588

Sales tax prepayments 1,034 4,603 – –

Interest receivables – 44 – –

Other receivables (2) 26,300 36,056 – –

41,923 51,496 – 588

(1) Included in prepayments is non-audit fees paid to the auditors of the Company of $Nil (2007 : $256,226) in connection with the

fund-raising exercise of the Company.

(2) Included in other receivables is an advance of $14.8 million (2007 : $14.0 million) to a PRC government agent for the

resettlement of occupants relating to land which the Group intends to purchase. The advance is unsecured, interest-free and

repayable within 6 months from the date of advance unless extension is mutually agreed or the resettlement of occupants is

not completed. Other receivables in 2007 included an advance to a third party in connection with completion of the land title

procedure amounting to $10.0 million, which was unsecured, bore interest based on market rate and repayable within 6 months

from the date of advance.

The credit risk on other receivables and deposits is limited because the counterparties are government

agent or third parties with long business relationships with the Group.

The other receivables and deposits are substantially denominated in the functional currencies of the

respective entities.

15 NON-TRADE AMOUNTS DUE FROM/TO MINORITY SHAREHOLDERS OF SUBSIDIARIES

Amounts due from minority shareholders of subsidiaries are unsecured, interest free and repayable on

demand except for the following:

a) An amount of $21.2 million (2007 : $20.0 million) which bore interest at 8.2% (2007 : 7.3%) per

annum and is secured by undistributed retained earnings of a subsidiary yet to be distributed as

dividends to the minority shareholder of that subsidiary.

b) An amount of $1.9 million (2007 : Nil) which bore interest at 4.0% per annum.

c) Total amount of $14.8 million (2007 : Nil) which bore interest at 7.5% per annum and is secured by

future dividend distributions by a subsidiary to the minority shareholders of that subsidiary.

Amounts due to minority shareholders of subsidiaries are unsecured, interest free and repayable on

demand except for a non-current amount of $69.6 million in 2008 which bore interest at 8.3% per annum

and repayable within 3 years and a current amount of $26.6 million in 2007 which bore interest at 6.9% per

annum.



December 31, 2008

15 NON-TRADE AMOUNTS DUE FROM/TO MINORITY SHAREHOLDERS OF SUBSIDIARIES (Cont’d)

The carrying amounts of amounts due from/to minority shareholders of subsidiaries approximate their fair

values due to the relatively short term maturity of interest-free balances or the interest rates approximate

the prevailing market rates.

Non-trade amounts due to minority shareholders of subsidiaries are denominated in the functional

currencies of respective entities.

The non-trade amounts due from minority shareholders of subsidiaries that are not denominated in the

functional currencies of the respective entities are as follows:

GROUP COMPANY

2008 2007 2008 2007$’000 $’000 $’000 $’000

HK dollars 2,025 – – –

RMB 15,443 – – –

16 HELD-FOR-TRADING INVESTMENTS

GROUP

2008 2007$’000 $’000

Quoted equity securities, at fair value 1,101 3,323

Held-for-trading investments present the Group with opportunities for return through dividend income

and fair value gains. These investments have no fixed maturity or coupon rate. The fair values of these

securities are based on closing quoted market price on the last market day of the financial year.

The held-for-trading investments are denominated in HK dollars.

17 CASH AND BANK BALANCES AND PLEDGED BANK DEPOSITS

GROUP COMPANY

2008 2007 2008 2007$’000 $’000 $’000 $’000

Cash on hand 396 533 – –

Cash at bank 323,342 448,482 380 140

Fixed deposits 52,003 253,842 – 93,319

Cash and cash equivalents 375,741 702,857 380 93,459

Pledged bank deposits 8,272 3,155 – –



99

December 31, 2008

17 CASH AND BANK BALANCES AND PLEDGED BANK DEPOSITS (Cont’d)

Pledged bank deposits, cash and bank balances comprise cash held by the Group and short term bank

deposits with an original maturity of 6 months or less. The carrying amounts of these assets approximate

their fair values.

The effective interest rates for fixed deposits and pledged bank deposits are 1.5% (2007 : 3.0%)

and 4.3% (2007 : 3.4%) per annum respectively.

Pledged bank deposits represent deposits pledged to banks to secure bank loans and as securities for

construction contracts required by certain local authorities.

The cash and bank balances that are not denominated in the functional currencies of the respective entities

are as follows:

GROUP COMPANY

2008 2007 2008 2007$’000 $’000 $’000 $’000

US dollars 18,760 109,647 66 51,724

18 SHARE CAPITAL

GROUP AND COMPANY

2008 2007 2008 2007’000 ’000 $’000 $’000

Number of ordinary shares

Issued and paid up:

At beginning of year 1,825,814 1,624,523 1,219,081 780,175

Issuance of shares pursuant to international

offerings exercise, net of expenses – 150,000 – 299,213

Conversion of convertible notes – 51,291 – 139,693

Issuance of shares under Pre-IPO Share

Option Scheme 5,520 – 7,087 –

At end of year 1,831,334 1,825,814 1,226,168 1,219,081

In 2007, 51,291,000 ordinary shares were issued pursuant to the conversion of convertible notes. As the convertible notes have been accounted for as a compound instrument comprising of liability and equity components, the value of issued share capital upon conversion comprises the liability component and equity component of $120,312,000 and $19,381,000 respectively.

Fully paid up ordinary shares, which have no par value, carry one vote per share and carry a right to dividends.



December 31, 2008

19 BANK LOANS

GROUP

2008 2007$’000 $’000

The bank loans are repayable as follows:

On demand or within one year 347,339 147,068

More than one year but not exceeding two years 662,160 146,844

More than two years but not exceeding five years 167,206 379,096

1,176,705 673,008

Less: Amount due for settlement within 12 months

(shown under current liabilities) (347,339) (147,068)

Amount due for settlement after 12 months 829,366 525,940

Secured

– Current bank loans 254,979 114,052

– Non-current bank loans 461,537 164,075

716,516 278,127

Unsecured 460,189 394,881

1,176,705 673,008

The above secured bank loans are pledged on the following:

GROUP

2008 2007$’000 $’000

Properties for development 386,123 253,776

Properties under development for sale 777,548 619,256

Completed properties for sale 197,871 19,278

Investment properties 30,478 108,550

Leasehold land and buildings 10,133 –

Bank deposits 2,704 –

The bank loans that are not denominated in the functional currencies of the respective entities are as

follows:

GROUP

2008 2007$’000 $’000

HK dollars 288,121 289,832



101

December 31, 2008

19 BANK LOANS (Cont’d)

In 2008, the bank loans for the purpose of property development, amounting to $288.1 million

(2007 : $289.8 million) bear floating interest rate (1.5% to 1.6% plus HIBOR rate of the bank) of

5.09% to 5.13% (2007 : 5.3% to 5.4%) per annum due in 2009 and 2010.

The other bank loans which are for the purpose of property development, bear floating interest rate based

on a bank’s prime rate and the average effective interest rate was 7.2% (2007 : 6.9%) per annum.

The carrying amounts of bank loans approximate their fair values as the interest rates approximate the

prevailing market rates.

20 CONVERTIBLE NOTES

The convertible notes were issued on February 6, 2007. The convertible notes will mature on February 6,

2012. The convertible notes accrue interest at 4.00% per annum, compounded semi-annually. Accrued

interest on a convertible notes is payable only at maturity or upon early redemption, and will be foregone

upon conversion of the convertible notes. The conversion price was initially $2.7531 per share, and has

been adjusted to $2.7100 on account of the dividend distributions for the financial year ended December

31, 2006. The conversion price may be further adjusted for certain specified dilutive events. The notes

are convertible into 124,815,535 new ordinary shares of the Company as at December 31, 2008 and 2007

based on the adjusted conversion price at the option of the holders.

The net proceeds received from the issue of the convertible notes have been allocated between the liability

component and the equity component which represents the fair value of the embedded option to convert

the liability into equity:

GROUP AND COMPANY

2008 2007$’000 $’000

Nominal value of convertible notes issued 477,250 477,250

Equity component (gross) (69,063) (69,063)

Transaction costs * (14,877) (14,877)

Liability component at date of issue 393,310 393,310

Cumulative interest charged 50,564 26,197

Converted to equity (120,312) (120,312)

Liability component at end of year 323,562 299,195

* Transaction costs included non-audit fees of $252,430 paid to the auditors of the Company in 2007 in connection with the

international offering of shares and convertible notes exercise of the Company.

The interest charged for the year is calculated by applying an effective interest rate of 8.0% per annum to

the liability component for the twelve-month (2007 : eleven-month) period since the convertible notes were

issued.



December 31, 2008

20 CONVERTIBLE NOTES (Cont’d)

The management estimates the fair value of the liability component of the convertible notes at December

31, 2008 to be approximately $185.4 million (2007 : $273.2 million). This fair value has been calculated

by assuming redemption on February 6, 2012 and using interest rate of 27.6% (2007 : 10.3%) per annum,

compounded semi-annually. The interest rate is based on Singapore government’s two-year treasury bill

rate of 3.1% (2007 : five-year treasury bill rate of 2.5%) per annum which matured on February 1, 2011,

a credit spread risk margin of 19.6% (2007 : 5.6%) per annum and holding the liquidity risk rate as a

percentage of both the risk free rate and the liquidity risk rate constant.

The convertible notes are denominated in the functional currency of the Company.

21 TRADE PAYABLES

GROUP

2008 2007$’000 $’000

Outside parties 335,511 311,565

The average credit period for trade payables is 116 days (2007 : 108 days).

The trade payables are substantially denominated in the functional currencies of the respective entities.

22 OTHER PAYABLES

GROUP COMPANY

2008 2007 2008 2007$’000 $’000 $’000 $’000

Advances received from buyers 129,498 242,270 – –

Accrued expenses 6,302 4,369 463 462

Other payables 87,990 28,756 – 332

223,790 275,395 463 794

The other payables are substantially denominated in the functional currencies of the respective entities.



103

December 31, 2008

23 REVENUE

GROUP

2008 2007$’000 $’000

Gross income from sale of properties in the PRC 1,033,156 1,273,852

Less: Business tax (52,173) (64,258)

Net income from sale of properties in the PRC 980,983 1,209,594

Property management fee income 17,404 11,059

Less: Business tax (1,140) (1,032)

Net property management fee income 16,264 10,027

Rental and other service income 10,860 8,787

Less: Business tax (890) (476)

Net rental and other service income 9,970 8,311

Total 1,007,217 1,227,932

24 OTHER OPERATING INCOME

GROUP

2008 2007$’000 $’000

Interest income 7,957 21,236

Fair value gain on held-for-trading investments – 1,721

Fair value gain on investment properties (Note 8) 81,220 39,634

Dividend income from an available-for-sale investment 3,115 2,257

Dividend income from held-for-trading investments 27 73

Doubtful debts recovered – 299

Net gain on disposal of property, plant and equipment 11 –

Net gain on disposal of held-for-trading investments – 4,123

Net gain on disposal of investment properties – 361

Tax subsidies (1) 4,038 6,352

Government subsidies 8,132 4,230

Others 7,914 3,583

Total 112,414 83,869

(1) Pursuant to relevant laws and regulations in the PRC, a subsidiary, being the investor of the subsidiaries in the PRC, received

tax refunds from the tax bureau of the PRC because the Group has increased its investment in the PRC subsidiaries by way of

capitalising the accumulated profits of those subsidiaries.



December 31, 2008

25 FINANCE COST

GROUP

2008 2007$’000 $’000

Interest on bank loans 71,827 26,549

Interest on convertible notes 24,367 26,197

Interest expense to a shareholder 895 –

Interest expense to minority shareholders of subsidiaries 3,705 1,912

Total 100,794 54,658

Less: Interest capitalised in

– properties under development for sale (62,834) (23,163)

– properties for development (33,221) (16,144)

Net 4,739 15,351

26 INCOME TAX

GROUP

2008 2007$’000 $’000

Current – Foreign 69,126 66,636

Deferred (Note 13) 22,162 5,589

Land appreciation tax (“LAT”) 174,728 128,181

Withholding tax 385 –

Under provision in prior years 526 481

Net 266,927 200,887

No provision for Singapore taxation has been made as the majority of the Group’s income neither arises in,

nor is derived from Singapore.

Taxation arising in the PRC is calculated at the prevailing rate of 18% (2007 : 15%) for major operating

subsidiaries. The prevailing rate in the other subsidiaries is at 10% to 25% (2007 : 15% to 33%).

On March 16, 2007, the PRC promulgated the Law of the PRC on Enterprise Income Tax (“New Law”)

by Order No.63 of the President of the PRC, with an effective date of January 1, 2008. On December 28,

2007, the State Council of the PRC issued Implementation Regulations of the New Law. Due to the New

Law and Implementation Regulations, the PRC subsidiaries will be subject to 25% Enterprise Income Tax,

commencing January 1, 2008 except that certain subsidiaries which originally enjoy the preferential tax

rates shall gradually transit to the tax rate of 25% within 5 years after the enforcement of the new tax law.



105

December 31, 2008

26 INCOME TAX (Cont’d)

The income tax expense varied from the amount of income tax expense determined by applying the above

income tax rate to profit before income tax as a result of the following differences:

GROUP

2008 2007$’000 $’000

Income tax expense at PRC applicable tax rate of 18%* (2007 : 15%*) 104,559 80,639

Non-deductible items 3,265 207

Non-taxable items (1,124) (428)

Effect of unutilised tax losses not recognised as deferred tax assets 1,585 2,522

Effect of different tax rates for certain subsidiaries 15,045 9,073

Effect of LAT 143,277 108,954

Withholding tax 385 –

Under provision in prior years 526 481

Others (591) (561)

Total income tax expense 266,927 200,887

* These are the applicable tax rates for most of the Group’s taxable profits.

Income tax for overseas subsidiaries is calculated at the rates prevailing in the respective jurisdictions.

LAT

There is no significant development in LAT ruling and interpretation in 2007 and 2008.

As previously disclosed in prior years’ audited consolidated financial statements, the directors of the

Company, after taking into account legal advice received and consulting the local Shanghai Pudong Tax

Bureau, are of the opinion that the relevant tax authority is not likely to impose any LAT on a retrospective

basis. Accordingly, no provision has been made in respect of those properties sold in Pudong New District

prior to October 1, 2006.

If LAT was to be levied on the Group’s Shanghai Pudong New District properties in accordance with the

Provisional Regulations on a retrospective basis, the Group would have incurred additional LAT in the

aggregate amount of $111.6 million for the financial periods prior to October 1, 2006, as adjusted for

minority interests and for income tax deductions. Should any of these exposures materialise, the Group’s

current year net profit will be impacted by the same amount.

The management of the Company is of the view that the actual LAT payable as required under the

Provisional Regulations approximates the amount of LAT actually paid and accrued by the Group for the

PRC subsidiaries as at December 31, 2008.

The actual Group’s LAT liabilities are subject to the determination by the tax authorities upon completion

of the property development projects and are subject to the specific implementation rules or measures

mentioned above.



December 31, 2008

27 PROFIT FOR THE YEAR

Profit for the year has been arrived at after charging (crediting):

GROUP

2008 2007$’000 $’000

Depreciation of property, plant and equipment (1) 4,301 3,075

Employee benefits expense (including directors’ remuneration):

Equity-settled share-based payments 1,148 2,290

Retirement benefit scheme contributions 2,602 2,226

Salaries and other short-term benefits 40,901 36,849

Total employee benefits expense 44,651 41,365

Directors’ fees 400 620

Directors’ remuneration:

– of the Company 4,332 5,422

– of the subsidiaries 700 550

5,032 5,972

GROUP

2008 2007$’000 $’000

Net foreign exchange gains (1,498) (3,445)

(Gain) loss on acquisition of additional interest from

a minority shareholder (15) 37

Goodwill written off (Note 31) 632 –

Fair value loss (gain) on held-for-trading investments 2,155 (1,721)

Net (gain) loss on disposal of property, plant and equipment (11) 28

Net loss (gain) on disposal of investment properties 109 (361)

Cost of completed properties for sale recognised as expenses 423,399 670,206

Non-audit fees:

– paid to auditors of the Company 45 103

– paid to other auditors 95 202

(1) For 2008, $401,000 (2007 : $289,000) of depreciation of property, plant and equipment is capitalised in properties for

development and properties under development for sale.



107

December 31, 2008

28 EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the

Company is based on the following data:

GROUP

2008 2007$’000 $’000

Earnings

Earnings for the purposes of basic earnings per share (profit for the

year attributable to equity holders of the Company) 225,841 221,500

Effect of dilutive potential ordinary shares:

Interests on convertible notes 2,437 14,366

Earnings for the purposes of diluted earnings per share 228,278 235,866

GROUP

2008 2007$’000 $’000

Number of shares

Weighted average number of ordinary shares for the purposes of basic

earnings per share 1,828,002 1,769,478

Effect of dilutive potential ordinary shares:

Share options 5,283 9,159

Convertible notes 124,815 165,947

Weighted average number of ordinary shares for the purposes of diluted

earnings per share 1,958,100 1,944,584

Earnings per share (cents):

Basic 12.35 12.52

Diluted 11.66 12.13

29 DIVIDENDS

For the financial year ended December 31, 2007, the directors declared that a first and final one-tier tax

exempt dividend of 1.21 cents per ordinary share amounting to $22,092,355, which was paid during 2008.

In 2007, $51,283,715 of dividend was paid in respect of a first and final one-tier tax exempt dividend of

2.89 cents per ordinary share declared for the year ended December 31, 2006.

In respect of the current year, the directors proposed a first and final one-tier tax exempt dividend of 1.23

cents per ordinary share amounting to $22,525,414. The dividend is subject to approval by shareholders at

the Annual General Meeting and has not been included as a liability in these financial statements.



December 31, 2008

30 SEGMENT INFORMATION

The Group’s operations are located in the PRC and substantially the Group’s revenue and contribution

to profit from operations are derived from residential property development and sales. Accordingly, no

analysis by business segment and geographical area of operations are provided.

31 ACQUISITION OF SUBSIDIARIES

On April 2, 2008, a subsidiary of the Company, Yanlord Development (Tianjin) Co., Ltd. (“YDT”), acquired

an additional shareholding interest of 70.6% in Tianjin Yanlord Haihe Development Co., Ltd. (“TYHD”) for a

total cash consideration of approximately $317.7 million (RMB1,599.2 million), which includes commitment

for capital injection of $138.9 million (RMB699.2 million) in future as included in Note 34 to the financial

statements. Following the acquisition, the Group’s shareholding in TYHD held though YDT increased from

9.4% to 80.0%. This transaction has been accounted for by the purchase method of accounting.

On September 25, 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., acquired a wholly-

owned subsidiary, incorporated in Hong Kong, East Hero Investment Ltd. (“East Hero”), for a total cash

consideration of approximately $48.3 million (RMB238.7 million). At the time of acquisition, East Hero held

75% shareholding interest in Shenzhen Long Wei Xin Investment Co., Ltd., a company incorporated in the

PRC. This transaction had been accounted for by the purchase method of accounting.

The net assets acquired in the transaction are as follows:

Carryingamount before acquisition

Fair valueadjustments Fair value

$’000 $’000 $’000

2008

Net assets acquired:

Properties for development 176,944 – 176,944

Cash and bank balances 44,049 – 44,049

Other receivables and deposits 8 – 8

221,001

Minority interests (637)

Goodwill written off (Note 27) 632

Interest in a subsidiary previously accounted for as

available-for-sale investments (Note 11) (42,205)

Total consideration satisfied by cash 178,791

Net cash outflow arising on acquisition:

Cash consideration (178,791)

Cash and bank balances of subsidiary acquired 44,049

(134,742)



109

December 31, 2008

31 ACQUISITION OF SUBSIDIARIES (Cont’d)

Carryingamount before acquisition

Fair valueadjustments Fair value

$’000 $’000 $’000

2007

Net assets acquired:

Property, plant and equipment 38 – 38

Properties for development 16,959 47,106 64,065

Cash and bank balances 487 – 487

Other payables (15,885) – (15,885)

48,705

Minority interests (401)

Total consideration 48,304

Total consideration

– satisfied by cash 10,195

– amount payable 38,109

48,304

Net cash outflow arising on acquisitions:

Cash consideration (10,195)

Cash and bank balances of subsidiaries acquired 487

(9,708)

The management is of the view that the deferred tax impact on excess of the Group’s interest in the net fair value of the acquired subsidiaries’ identifiable assets, liabilities and contingent liabilities over cost is not significant.

The subsidiary acquired during the year contributed $0.005 million loss (2007 : $0.1 million loss) to the Group’s profit for the year for the period between the date of acquisition and the balance sheet date. There is no revenue contributed by the subsidiary acquired (2007 : Nil).

If the acquisition had been completed on January 1, total Group’s profit for the year in 2008 would have decreased by $0.8 million to $313.2 million (2007 : decreased by $0.6 million to $336.1 million). There is no impact to total Group revenue.

32 SHARE-BASED PAYMENTS

The options under the Scheme grant the right to the holder to subscribe for new ordinary shares of the

Company at the discount of fifteen percent (15%) of the IPO offer share price of $1.08. The options

granted under the Scheme will be exercisable after the second anniversary of the date of grant of the

options and all options must be exercised before the fifth anniversary from the date of grant of the

options. The maximum number of shares in respect of which options may be granted under the Scheme

shall not exceed 1% of the issued share capital of the Company on the date immediately preceding the

Offer Date of the Option.



December 31, 2008

32 SHARE-BASED PAYMENTS (Cont’d)

Each option grants the holder the right to subscribe for one ordinary share in the Company. The options

may be exercised in full or in part thereof. By virtue of the options, the holders do not have the right to

participate in any share issue of the other companies in the Group. Options granted are cancelled when

the holder is no longer a full time employee of the Company or any corporations in the Group subject to

certain exceptions in accordance with the rules of the Scheme.

The above share option scheme is administered by a Pre-IPO Share Option Management Committee.

Details of the share options outstanding during the year are as follows:

GROUP AND COMPANY

2008 2007

Numberof shareoptions

Weightedaverageexercise

price

Numberof shareoptions

Weightedaverageexercise

price’000 $ ’000 $

Outstanding at beginning of year 13,032 0.92 13,912 0.92

Exercised during the year (5,520) 0.92 – –

Lapsed during the year (110) 0.92 (880) 0.92

Outstanding at end of year 7,402 0.92 13,032 0.92

The options outstanding at end of the year have a weighted average remaining contractual life of 2.5 years

(2007 : 3.5 years).

The estimated fair values of the options granted on June 21, 2006 were $5.3 million.

These fair values for share options granted in 2006 were calculated using the Black-Scholes pricing model.

The inputs into the model were as follows:

Weighted average share price ($) 1.08

Weighted average exercise price ($) 0.92

Expected volatility 20.04%

Expected life 2

Risk free rate 3.64%

Expected dividend yield –

Expected volatility was determined by calculating the historical volatility of the Company’s share price over

the previous 3 months. The expected life used in the model has been adjusted, based on management’s

best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The Group and the Company recognised total expense of $1.1 million (2007 : $2.3 million) related to equity-

settled share-based payment transactions during the year.



111

December 31, 2008

33 OPERATING LEASE ARRANGEMENTS

The Group as leasee

GROUP

2008 2007$’000 $’000

Minimum lease payments under operating leases recognised as

an expense in the year 4,581 3,277

At the balance sheet date, the Group has outstanding commitments under non-cancellable operating

leases, which fall due as follows:

GROUP

2008 2007$’000 $’000

Within one year 4,751 4,077

In the second to fifth year inclusive 6,093 5,574

More than five years – 52

10,844 9,703

Operating lease payments represent rental payables by the Group in respect of land and buildings for its

office premises and staff accommodation. Leases are negotiated for an average term of less than two

years.

The Group as lessor

The Group rents out its investment properties and certain completed properties for sale in the PRC under

operating leases. Property rental income earned during the year was $4.6 million (2007 : $1.6 million).

At the balance sheet date, the Group has contracted with tenants for the following future minimum lease

payments:

GROUP

2008 2007$’000 $’000

Within one year 4,652 1,826

In the second to fifth year inclusive 11,545 3,765

More than five years 3,356 626

19,553 6,217



December 31, 2008

34 CAPITAL EXPENDITURE COMMITMENTS

Estimated amounts committed for future capital expenditure but not provided for in the financial

statements:

GROUP

2008 2007$’000 $’000

Construction of properties 510,900 644,217

Acquisition of land use rights 193,741 507,950

Acquisition of shareholding rights 178,084 25,548

Others 4 524

882,729 1,178,239

35 CONTINGENCY AND GUARANTEES

As at December 31, 2008, the Group has provided guarantees of approximately $228.8 million (2007 :

$224.3 million) to banks for the benefit of its customers in respect of the mortgage loans provided by the

banks to customers for the purchase of the Group’s development properties. Should such guarantees be

called upon, there would be an outflow of cash (previously collected by the Group) from the Group to the

banks to discharge the obligations. Management has made enquiries with the banks and considered the

profile of customers who buy the Group’s properties and concluded that the likelihood of these guarantees

being called upon is low. These guarantees provided by the Group to the banks would be released upon

receiving the building ownership certificate of the respective properties by the banks from the customers

as a pledge for security for the mortgage loan granted.

As at December 31, 2008 and 2007, the Company together with six of its subsidiaries has provided a joint

guarantee to banks in respect of a banking facility granted to a subsidiary amounting to US$200.0 million

(equivalent to $289.3 million) for a term of two years (2007 : three years) up to November 6, 2010.

The management is of the view that the fair values of the financial guarantees provided by the Group and

the Company are not significant.

36 RETIREMENT BENEFITS SCHEME

The relevant PRC subsidiaries are required to make contributions to the state-managed retirement schemes

in the PRC based on certain percentage of the monthly salaries of their current employees to fund the

benefits. The employees are entitled to retirement pension calculated with reference to their basic salaries

on retirement and their length of service in accordance with the relevant government regulations. The only

obligation of the PRC subsidiaries with respect to the state-managed schemes is to make the specified

contributions. The PRC government is responsible for the pension liability to these retired staff. As at

December 31, 2008 and 2007, no contributions in respect of the current reporting years had not been paid

to the schemes.



113

December 31, 2008

37 SUBSEQUENT EVENTS

Subsequent to year ended December 31, 2008, the Group has through its subsidiary, Yanlord Land Pte.

Ltd. (“YLPL”), entered into:

a) A share transfer agreement with Yanlord Property Pte. Ltd. (“YPPL”), a subsidiary with a shareholding

ratio of 60:40 held by YLPL and Reco Yizhong Private Limited (“Reco”) respectively, to transfer

YLPL’s entire shareholding interest of 100% in Yanlord Property (Suzhou) Co., Ltd. (“YPSuzhou”) to

YLPL for a total consideration of approximately $412.0 million. Upon completion of the transfer, the

Group’s beneficial interest in YPSuzhou, held through YPPL, will be reduced to 60%.

b) Another share transfer agreement (“STA”) with Reco to transfer YLPL’s entire shareholding interest of

40% in Shanghai Yanlord Senlan Real Estate Co., Ltd. (“SYSRE”) for a nominal consideration of $2

to Reco. SYSRE was incorporated in 2009 and has a shareholding ratio of 40:60 held by YLPL and

Shanghai Yanlord Property Co., Ltd. (“SYP”) respectively before the proposed transfer. In addition,

Reco will inject approximately $100.7 million of registered capital into SYSRE within 7 business days

from the effective date of legal transfer of the 40% stake. Upon completion of the STA, SYP and

Reco will each hold a stake of 60% and 40% respectively in the equity of SYSRE.

Statement of Directors


In the opinion of the directors, the consolidated financial statements of the Group and the balance sheet and

statement of changes in equity of the Company set out on pages 58 to 113 are drawn up so as to give a true and

fair view of the state of affairs of the Group and of the Company as at December 31, 2008, and of the results,

changes in equity and cash flows of the Group and the changes in equity of the Company for the financial year

then ended and at the date of this statement, there are reasonable grounds to believe that the Company will be

able to pay its debts when they fall due.

ON BEHALF OF THE DIRECTORS

Zhong Sheng Jian

Chan Yiu Ling

March 27, 2009

Interested Person Transactions


115

The aggregate value of interest person transactions during the financial year under review is as follows:

Name of Interested Person

Aggregate value of all interested person transactions during the financial year under review (excluding transactions

less than S$100,000 and transactions conducted

under shareholders’ mandate pursuant to Rule 920)

FY2008

Aggregate value of all interested person

transactions conducted under shareholders’ mandate

pursuant to Rule 920 (excluding transaction less

than S$100,000) FY2008Yanlord Holdings Pte. Ltd.* S$4,636,359 Nil

Pretty Honour Investment Limited* S$5,206,400 Nil

Mrs. Zhong Lin Miao Jun* S$4,448,449 Nil

Mr. Zheng Xi* S$82,051 Nil

Mr. Hong Zhi Hua and Ms. Hong Lu Qi** S$461,396 Nil

Total S$14,834,655 Nil

Notes:

* Associates (as defined in the SGX Listing Manual) of Mr. Zhong Sheng Jian, director and controlling shareholder of the Company.

** Ms. Hong Lu Qi is an associate (as defined in the SGX Listing Manual) of Mr. Hong Zhi Hua, director of the Company.

There was no material contract entered into by the Company and its subsidiaries involving the interests of the

chief executive officer or any director or controlling shareholder, either still subsisting at the end of the financial

year or entered into since the end of the previous financial year.

Use of Proceeds

The proceeds raised by the Company from its concurrent offerings of ordinary shares and convertible notes in

February 2007 had been fully utilised as per the Company’s SGXNET announcement dated 13 June 2008.

Shareholding Statistics


As at 16 March 2009

Number of Shares Issued : 1,831,334,476

Class of Shares : Ordinary shares with equal voting rights

Issued and Paid-up Share Capital : S$1,246,942,240

Size of Shareholdings No. of

ShareholdersPercentage

(%) No. of SharesPercentage

(%)

1 – 999 12 0.30 1,474 0.00

1,000 – 10,000 3,040 74.40 14,947,146 0.82

10,001 – 1,000,000 1,013 24.79 45,574,521 2.49

1,000,001 and above 21 0.51 1,770,811,335 96.69

TOTAL 4,086 100.00 1,831,334,476 100.00

TWENTY LARGEST SHAREHOLDERS

Name of Shareholders No. of Shares Percentage (%)

HL BANK NOMINEES (SINGAPORE) PTE LTD 698,186,000 38.12

YANLORD HOLDINGS PTE. LTD. 426,580,000 23.29

ABN AMRO NOMINEES SINGAPORE PTE LTD 160,011,000 8.74

CITIBANK NOMINEES SINGAPORE PTE LTD 115,382,693 6.30

HSBC (SINGAPORE) NOMINEES PTE LTD 85,694,355 4.68

DBS NOMINEES PTE LTD 84,740,329 4.63

UOB KAY HIAN PTE LTD 58,318,000 3.18

DBSN SERVICES PTE LTD 38,156,048 2.08

RAFFLES NOMINEES PTE LTD 30,270,978 1.65

UNITED OVERSEAS BANK NOMINEES (PTE) LTD 21,788,160 1.19

WANG NANHUA 10,010,000 0.55

DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 9,641,000 0.53

MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 9,476,257 0.52

DB NOMINEES (SINGAPORE) PTE LTD 7,479,037 0.41

BNP PARIBAS NOMINEES SINGAPORE PTE LTD 3,157,000 0.17

PHILLIP SECURITIES PTE LTD 3,105,000 0.17

OCBC SECURITIES PRIVATE LTD 2,113,000 0.12

ZHONG HAISHENG 1,761,000 0.10

MERRILL LYNCH (SINGAPORE) PTE LTD 1,746,478 0.10

KIM ENG SECURITIES PTE. LTD. 1,679,000 0.09

TOTAL 1,769,295,335 96.62

Shareholding Statistics


117

As at 16 March 2009

SUBSTANTIAL SHAREHOLDERS

No. of Shares Held

NameDirect

InterestPercentage

(%)Deemed Interest

Percentage (%)

TotalInterest

(%)

YANLORD HOLDINGS PTE. LTD.1 1,277,514,000 69.76 – – 69.76

ZHONG SHENG JIAN2 1,987,000 0.11 1,277,514,000 69.76 69.87

Notes:

1 Interest held directly and via nominee accounts.

2 Zhong Sheng Jian is deemed to be interested in 1,277,514,000 ordinary shares held by Yanlord Holdings Pte. Ltd.

Based on the information available to the Company as at 16 March 2009, approximately 27% of the issued ordinary shares of the Company

is held by the public and accordingly, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited has been

complied with.

Notice of Annual General Meeting


NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Yanlord Land Group Limited (“Company”

or “Yanlord”) will be held on Wednesday, 29 April 2009 at 2.00 p.m. at the Vanda Ballroom, Marina Mandarin

Singapore, Level 5, 6 Raffles Boulevard, Marina Square, Singapore 039594 to transact the following business:

AS ROUTINE BUSINESS

1. To receive and adopt the directors’ report and the audited financial statements of the Company for the

financial year ended 31 December 2008 together with the auditors’ reports thereon. (Resolution 1)

2. To declare a first and final (one-tier) tax-exempt dividend of 1.23 Singapore cents per ordinary share for the

year ended 31 December 2008. (Resolution 2)

3. To approve the payment of Directors’ Fees of S$400,000 for the year ended 31 December 2008.

(Resolution 3)

4. To re-elect the following Directors, each of whom will retire pursuant to Article 91 of the Articles of

Association (“AA”) of the Company and who, being eligible, offer themselves for re-election:

a) Mr. Zhong Siliang (Resolution 4a) b) Mr. Ng Ser Miang (Resolution 4b) c) Ms. Ng Shin Ein (Resolution 4c)

5. To re-appoint Messrs Deloitte & Touche LLP as Auditors of the Company and to authorize the Directors to

fix their remuneration. (Resolution 5)

AS SPECIAL BUSINESS

6. To consider and, if thought fit, to pass with or without any amendments, the following resolutions as

Ordinary Resolutions:

6A. That authority be and is hereby given to the Directors of the Company to:-

(a) (i) allot and issue shares in the capital of the Company (“shares”) whether by way of rights,

bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments” and each, an

“Instrument”) 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,



119

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):

(A) by way of renounceable rights issues on a pro-rata basis to shareholders of the Company

(“Renounceable Rights Issues”) shall not exceed one hundred per cent. (100%) of the total

number of issued shares (excluding treasury shares) in the capital of the Company (as

calculated in sub-paragraph (3) below; and

(B) otherwise than by way of Renounceable Rights Issues (“Other Share Issues”) shall not exceed

fifty per cent. (50%) of the total number of issued shares (excluding treasury shares) in the

capital of the Company (as calculated in accordance with sub-paragraph (3) below), of which

the aggregate number of shares to be issued other than on a pro-rata basis to shareholders

of the Company (including shares to be issued in pursuance of Instruments made or granted

pursuant to this Resolution) does not exceed twenty per cent. (20%) of the total number of

issued shares (excluding treasury shares) in the capital of the Company (as calculated in

accordance with sub-paragraph (3) below);

(2) the Renounceable Rights Issues and Other Share Issues shall not, in aggregate, exceed one hundred

per cent. (100%) of the total number of issued shares (excluding treasury shares) in the capital of the

Company (as calculated in sub-paragraph (3) below);

(3) (subject to such manner of calculation as may be prescribed by Singapore Exchange Securities

Trading Limited (“SGX-ST”) for the purpose of determining the aggregate number of shares that may

be issued under sub-paragraphs (1)(A) and (1)(B) above, 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:-

(i) new shares arising from the conversion or exercise of any convertible securities or share

options on issue at the time this Resolution is passed; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares;

(4) in exercising the authority conferred by this Resolution, the Company shall comply with the

provisions of the Listing Manual of SGX-ST for the time being in force (unless such compliance has

been waived by the SGX-ST) and the AA for the time being of the Company; and

(5) (unless revoked or varied by the Company in general meeting) the authority conferred by this

Resolution shall continue in force until the conclusion of the next AGM of the Company or the date

by which the next AGM is required by law to be held, whichever is the earlier. (Resolution 6)



6B. That subject to and pursuant to the share issue mandate in Resolution 6 above being obtained, authority

be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders

of the Company at an issue price per new share which shall be determined by the Directors in their

absolute discretion provided that such price shall not represent more than a 20% discount for new shares

to the weighted average price per share determined in accordance with the requirements of the SGX-ST.

(Resolution 7)

6C. That approval be and is hereby given to the Directors to:-

(a) offer and grant options in accordance with the provisions of the Yanlord Land Group Share Option

Scheme 2006 (“ESOS 2006”); and

(b) allot and issue from time to time such number of shares in the capital of the Company as may be

issued pursuant to the exercise of options under the ESOS 2006,

provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed

fifteen per cent. (15%) of the total issued shares in the capital of the Company from time to time.

(Resolution 8)

7. To transact any other ordinary business which may properly be transacted at an annual general meeting.

NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATES

NOTICE IS ALSO HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will

be closed on 20 May 2009, for the purpose of determining the shareholders’ entitlements to the first and final

(one-tier) tax-exempt dividend of 1.23 Singapore cents per ordinary share for the year ended 31 December 2008

(“Proposed Dividend”) to be proposed at the AGM of the Company to be held on 29 April 2009.

Duly completed registrable transfers in respect of shares of the Company received by the Company’s Share

Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., of 3 Church Street, #08-01, Samsung Hub,

Singapore 049483 up to 5.00 p.m. on 19 May 2009 will be registered to determine shareholders’ entitlements

to the Proposed Dividend. Shareholders whose securities accounts with the Central Depository (Pte) Limited are

credited with shares as at 5.00 p.m. on 19 May 2009 will be entitled to the Proposed Dividend.

The Proposed Dividend, if approved at the forthcoming AGM, will be paid on 5 June 2009.

BY ORDER OF THE BOARD

Tan Shook Yng

Company Secretary

13 April 2009

Singapore



121

Notes:

(i) A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and

vote on his behalf. A proxy need not be a member of the Company.

(ii) The instrument appointing a proxy must be deposited at the registered office of the Company at 9 Temasek Boulevard #36-02 Suntec

Tower Two Singapore 038989 not less than 48 hours before the time fixed for holding the AGM.

(iii) Resolution 4b: Mr. Ng Ser Miang who is considered an independent director will, upon re-appointment as a Director of the Company,

remain as Chairman of the Nominating Committee and member of the Risk Management Committee.

(iv) Resolution 4c: Ms. Ng Shin Ein who is considered an independent director will, upon re-appointment as a Director of the Company,

remain as Chairman of the Risk Management Committee, member of the Audit Committee and member of the Remuneration

Committee.

(v) Resolution 6, if passed, is to empower the Directors from the date of the AGM to be held on 29 April 2009 until the date of next AGM,

to issue shares in the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to

issue shares in pursuance of such instruments, up to a number not exceeding (i) 100% of the total number of issued shares (excluding

treasury shares) in the capital of the Company (calculated as described above) for Renounceable Rights Issues (“100% Renounceable

Rights Issues”) and (ii) 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (calculated

as described above) for Other Share Issues, with a sub-limit of 20% for issues other than on a pro-rata basis to shareholders, provided

that the total number of shares which may be issued pursuant to (i) and (ii) shall not exceed 100% of the issued shares (excluding

treasury shares) in the capital of the Company (calculated as described above).

The authority for 100% Renounceable Rights Issues is one of the further measures introduced by Singapore Exchange Limited, in

consultation with the Monetary Authority of Singapore and took effect on 20 February 2009 to accelerate and facilitate listed issuers’

fund raising efforts.

(vi) Resolution 8, if passed, is to authorise the Directors to offer and grant options in accordance with the provisions of the ESOS 2006 and

to allot and issue from time to time such number of shares in the capital of the Company as may be issued pursuant to the exercise of

options under the ESOS 2006, provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed

15% of the total number of issued shares excluding treasury shares in the capital of the Company from time to time.

This page has been intentionally left blank.

Yanlord Land Group Limited(Incorporated in the Republic of Singapore)

Company Registration No. 200601911K

PROXY FORMANNUAL GENERAL MEETING

I/We, (Name)

of (Address)

being a member/members of Yanlord Land Group Limited (the “Company” or “Yanlord”) hereby appoint:

Name AddressNRIC /

Passport Number

Proportion of Shareholdings

No. of Shares %

(a)

and/or (delete as appropriate):

(b)

or failing him/her, the Chairman of the Meeting (defined below), as my/our proxy/proxies to attend and vote

for me/us on my/our behalf and, if necessary, to demand a poll at the annual general meeting of the Company

(“Meeting”) to be held at the Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffles Boulevard, Marina

Square, Singapore 039594 on Wednesday, 29 April 2009 at 2.00 p.m. and at any adjournment thereof.

(Please indicate with an “X’’ in the space provided whether you wish your vote(s) to be cast for or against the

resolution as set out in the Notice of the Meeting. In the absence of specific directions, the proxy will vote or

abstain as the proxy deems fit).

No. Ordinary Resolutions For Against

ROUTINE BUSINESS1 Adoption of Reports and Accounts

2 Declaration of Dividend

3 Approval of Directors’ Fees

4 (a) Re-election of Mr. Zhong Siliang as Director

(b) Re-election of Mr. Ng Ser Miang as Director

(c) Re-election of Ms. Ng Shin Ein as Director

5 Re-appointment of Auditors

SPECIAL BUSINESS6 Authority for Directors to issue shares and convertible securities

7 Authority for Directors to issue new shares other than on a pro-rata basis at a

discount of up to 20% to the weighted average price per share

8 Authority for Directors to grant options and to issue shares under Yanlord Share

Option Scheme 2006

Dated this day of 2009.

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

IMPORTANT: PLEASE READ NOTES ON THE REVERSE

Important:

1. For investors who have used their CPF monies to buy shares

of Yanlord Land Group Limited, the 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 CPF Investors and shall

be ineffective for all intents and purposes if used or purported

to be used by them.

Total Number of Shares Held

Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as

defined in Section 130A of the Companies Act, Cap 50), you should insert that number. If you have shares registered in your name

in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the

Depository Register and registered in your name in the Register of Members, you should insert the aggregate number. If no number is

inserted, this form of proxy will 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 not more than two proxies to attend and vote on his behalf.

A proxy need not be a member of the Company. Where a member appoints more than one proxy, the appointments shall be invalid

unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

3. The instrument appointing a proxy or proxies shall, in the case of an individual, be signed by the appointor or of his attorney duly

authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either

under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.

4. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly

certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the

instrument may be treated as invalid.

5. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act

as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Cap 50.

6. The Company shall be entitled to reject an instrument appointing a proxy/proxies which is incomplete, improperly completed, illegible

or where the true intentions of the appointor is not ascertainable from the instructions of the appointor contained in the instrument

of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the

member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before

the time fixed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

7. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 9 Temasek Boulevard #36-02

Suntec Tower Two, Singapore 038989 not less than 48 hours before the time fixed for the Meeting.

PROXY FORM

The Company Secretary YANLORD LAND GROUP LIMITED 9 Temasek Boulevard

#36-02 Suntec Tower Two

Singapore 038989

Affix

Stamp

Here

CorporateInformation

BOARD OF DIRECTORSZhong Sheng Jian, Chairman and Chief Executive OfficerZhong Siliang, Executive DirectorChan Yiu Ling, Executive DirectorHong Zhi Hua, Executive DirectorRonald Seah Lim Siang, Lead Independent DirectorNg Ser Miang, Independent DirectorNg Shin Ein, Independent DirectorNg Jui Ping, Independent Director

AUDIT COMMITTEERonald Seah Lim Siang, ChairmanNg Shin EinNg Jui Ping

NOMINATING COMMITTEENg Ser Miang, ChairmanRonald Seah Lim SiangZhong Sheng Jian

REMUNERATION COMMITTEENg Jui Ping, ChairmanRonald Seah Lim SiangNg Shin Ein

RISK MANAGEMENT COMMITTEENg Shin Ein, ChairmanNg Ser MiangNg Jui PingZhong Sheng Jian

GROUP GENERAL COUNSEL / COMPANY SECRETARYTan Shook Yng

GROUP FINANCIAL CONTROLLERJim Chan Chi Wai

HEAD, FINANCIAL MANAGEMENTAND COMMUNICATIONSJohn Low

HEAD, INVESTOR RELATIONSMichelle Sze Ka Ping

REGISTERED OFFICE9 Temasek Boulevard#36-02 Suntec Tower TwoSingapore 038989Tel: (65) 6336 2922Fax: (65) 6238 6256Registration No.: 200601911K

WEBSITEhttp://www.yanlordland.com

AUDITORSDeloitte & Touche LLP6 Shenton Way #32-00DBS Building Tower TwoSingapore 068809Partner-in-charge: Wong-Yeo Siew Eng(Appointed on April 29, 2008)

SHARE REGISTRAR ANDTRANSFER OFFICEBoardroom Corporate & AdvisoryServices Pte. Ltd.3 Church Street #08-01Samsung HubSingapore 049483(Appointed on March 7, 2006)

PRINCIPAL BANKERSBank of ShanghaiDBS Bank LtdIndustrial and Commercial Bank of ChinaThe Hongkong and Shanghai Banking Corporation LtdThe Royal Bank of Scotland

STOCK EXCHANGE LISTINGSingapore Exchange Securities TradingLimited

DATE AND COUNTRY OFINCORPORATION13 February 2006, Singapore

Ideally situated in the heart of Chengdu’s central business district, Yanlord Landmark is the latest and brightest addition to this hub of western China.

An integrated development comprising premier shopping podiums, Grade A office suites and quality serviced apartments, Yanlord Landmark continues to be the development of choice for leading multi-national corporations, domestic enterprises and international designer brands to base their regional operations. Building on a commitment to “Maintaining International Standards” Yanlord Landmark continues to form a conduit that connects Chengdu with the rest of the world

SHARING A GLOBAL VISION与世界同分享

仁恒置地广场，成都CBD核心城市建筑综合体，汇集国际品牌购物中心、甲级写字楼、酒店服务式公寓三种高端物业形态，以“国际视野、世界标准”

打造国际品牌、跨国公司、中外知名企业区域发展总部，成就中国西部“总部经济基地”。让世界与成都交汇，分享全球精彩。

L NDM RKY N L O R D

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仁恒置地廣場

仁恒置地集团YANLORD LAND GROUP

新加坡上市公司（股票代码Z25）

项目地址: 中国成都人民南路二段1号开发商：仁恒置地（成都）有限公司Add:No 1, Section 2, Renmin South Road, Chengdu, China

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