仁恒置地集团有限公司. Shanghai Yanlord Riverside CIty

Transcription

1 仁恒置地集团有限公司 Shanghai Yanlord Riverside CIty ANNUAL REPORT 年度报告 / 2009

2 Shanghai Yanlord Riverside CIty CONTENTS 01 About Yanlord / Mission Statement 04 Chairman s Statement 08 主席致词 12 Operations Review 20 业务回顾 26 Operational Highlights 30 Financial Highlights 31 Development Schedule Summary 34 Our Project Showcase 42 Board Of Directors 46 Key Management

3 About Yanlord Yanlord develops high 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. Mission Statement Managing with benevolence and integrity, achieving perpetuity through perseverance Annual Report

4 Clear Vision With an established track record for excellence, we continue to set our sights on developing internationally recognized developments that surpass customer expectations. Nanjing Yanlord Yangtze Riverbay Town

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6 Chairman s Statement 2009 marks another stellar performance for Yanlord. Our 58.8% increase in revenue attest to the Group s position as a leading developer in the PRC. Dear Shareholders It is with great pleasure that I present to you Yanlord Land Group Limited s ( Yanlord and together with its subsidiaries, the Group ) annual report for the financial year ended 31 December 2009 ( FY2009 ) was a significant year of opportunities and change as global leaders actively rolled out stimulus packages to avert a potential economic meltdown arising from the financial crisis of While full recovery of the global economy remains on the horizon, the strong recovery of the PRC economy following the key stimulus packages introduced by the PRC central government has served to pave the way for a full fledged recovery of the global economic health. Driven by strong incentives from the central government including relaxation of credit policies and tax incentives targeted at boosting home ownership and domestic consumption, the PRC real estate sector witnessed a significant and sustained rebound in trade volumes and contracted prices. Building on our management team s keen understanding of market trends and core competitive advantages, Yanlord has risen beyond the wave of positive market sentiments to report yet another year of exceptional growth. Achievements and Highlights for the Year Stellar Performance in Traditional Segments Development of large-scale international residential projects remains the core of Yanlord s traditional business segments. Leveraging on our competitive advantages, we were able to buck market trends in 2008 to post a year of stable growth despite the financial crisis. In 2009, the positive business sentiments further complimented our successful business strategies propelling our full year performance to a record high. Driven by the strong market demand and continued support from customers for the Group s quality developments in the PRC, the Group has achieved combined recognized revenue in FY2009 and precontracted sales as at 31 December 2009 of S$2.8 billion. Bolstered by significant growth in gross floor area ( GFA ) delivered and higher average selling price ( ASP ) per square metre ( sqm ) achieved, revenue for the year surged 58.8% to S$1.6 billion in FY2009 from S$1.0 billion in FY2008. Underlined by this significant revenue growth, profit for the year and profit attributable to equity holders of the Company rose to S$435.6 million and S$325.4 million respectively. Reflecting the continued market support for Yanlord s high-end fully fitted apartments, the Group s key development, Yanlord Riverside City in Shanghai, topped the Shanghai single project sales chart in the Top Real Estate Development Sales Listings of 2009 in 10 Major Cities survey jointly released by the China Real Estate Information Corporation, Shanghai E-House Real Estate Research Institute and China Real Estate Appraisal on 11 January 2010, for the third consecutive year. Similarly, the Group s latest development, Yanlord Yangtze Riverbay Town (formerly known as Yanlord Yangtze Riverside City) in Nanjing clinched the top honours on the Nanjing 2009 single project sales chart while the Group s Tianjin Yanlord Riverside Plaza which was launched in August 2009, was ranked within the Top 10 development sales for Tianjin. 04 Annual Report 2009

7 Chairman s Statement PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY JUMPS 44.1% TO s$325.4 MILLION Mr. Zhong Sheng Jian Chairman and CEO 钟声坚先生集团董事局主席兼总裁 Annual Report

8 Chairman s Statement The Group s investment property portfolio is expected to generate stable rental income from 2010 In addition to the development and sale of high-end residential projects, the Group has initiated the strategic creation of a sizable investment property portfolio for recurring rental income. Building on our earlier successes with hospitality services in Nanjing Frasers Suites, we have actively sought strategic partners such as Frasers Hospitality to manage and promote our serviced residences and hotels. To futher enhance the stable development of our retail investment properties, we have signed key tenancy agreements with many global retailers including Lotte Group, LVMH and the Richemont Group will mark a significant year of development for our investment property portfolio segment and represents a culmination of our efforts as yet another project, Chengdu Yanlord Landmark opens its doors. With a total GFA of approximately 165,000 sqm, the fully integrated Yanlord Landmark will feature a highend retail mall offering internationally renowned brands such as Christian Dior, Hugo Boss, Louis Vuitton and Prada. With the official opening slated in the later part of 2010, Yanlord Landmark is expected to contribute positively to the Group s future rental income streams. Shareholders would also be pleased to note that construction of the retail mall at the Tianjin Yanlord Riverside Plaza is nearing completion. With the progressive completion of our key investment properties across the PRC, I am confident that contributions from our investment property portfolio will record a steady growth and become a stable revenue income stream that will complement our other key business segments. Strategic initiative to extend business model In 2009, the Group initiated a strategic breakthrough in its traditional business model. Building on our extensive track record for developing large-scale international residential developments, Yanlord extended its presence into the primary land development and management of urban townships. Under the auspices of the Singapore Ministry for Trade and Industry as well as the Jiangsu provincial government, the Group had in May 2009, led a consortium of key Singapore enterprises which included, Sembcorp Industrial Parks Ltd. and Surbana Land Pte. Ltd. to enter into a collaborative agreement with a Nanjing government owned enterprise to jointly engage in the primary development of the 15.0 square kilometers, Sino-Singapore Nanjing Eco High- Tech Island in Nanjing, PRC. A key initiative under the Singapore- Jiangsu Cooperation Council, the Sino-Singapore Nanjing Eco High-Tech Island seeks to further deepen the ties between the two countries and is based on a shared vision to amalgamate the continued quest for technological development and an efficient use of our natural resources. In addition to the above, Yanlord entered into a memorandum of understanding with the Tangshan Nanhu Eco-City Administrative Committee to explore joint investment and development of a highend residential development within the Nanhu Eco-City through its joint venture company with HB Investments (China) Pte. Ltd., Yanlord Ho Bee Investments Pte. Ltd.. Building on these new initiatives, we hope to develop new growth drivers that will further enhance Yanlord s long-term development. Sustained growth of landbank to lay foundation for future development The accumulation of prime development land parcels at economically viable valuations remains a key function to the sustained development of the Group. In 2009, strong demand in the real estate sector drove prices of new land tenders to record highs as developers actively sought opportunities to further enhance their holdings. Adopting a prudent and calculated approach to land acquisition, we conducted comprehensive feasibility studies on various opportunities. I am pleased to report that in 2009 and early 2010, Yanlord has successfully completed four new land acquisitions through public tenders. In September 2009, we completed the strategic acquisition of four prime residential development sites with a total planned GFA of approximately 162,074 sqm in Waigaoqiao District, Pudong, Shanghai. Sited next to an earlier land parcel which we acquired in 2008, these two acquisitions with a combined GFA of approximately 320,000 sqm will provide the Group with greater scalability in the development of a large-scale international residential project. In December 2009, the Group successfully extended its presence in Chengdu through the acquisition of a prime 390,658 sqm GFA land parcel. 106 Annual Report 2009

9 Tianjing Yanlord Riverside Plaza Subsequent to the end of 2009, the Group, in January 2010, successfully acquired a prime development site in Sanya, Hainan. Sited along the picturesque Hai Tang Bay, this new site offers an unobstructed seafront and will be developed into serviced residences and a five-star hotel which will contribute positively to the development of the Group s investment property portfolio. In February 2010, the Group further enhanced its presence in Shanghai with the successful acquisition of a prime residential site in Qingpu District, Shanghai. Sited in close proximity to the Hongqiao business district, the area has been earmarked by the Shanghai municipal government to be part of the Greater Hongqiao commercial area initiative and presents a unique opportunity for investment in large-scale high quality residential developments amidst the growing scarcity of sizable prime residential development sites within Shanghai s city centre. Business Outlook Despite volatilities in the global economy and uncertainties in the PRC government s credit policies, the Group remains confident about the long term potential of the PRC real estate sector. With the growing maturity and sophistication of PRC home owners, the real challenge for any real estate developer will be the ability to satisfy the changing demands of its clients. Adhering to our corporate philosophy of developing land with devotion and building quality homes with passion, we will increase our focus on research and development as well as process enhancements to ensure that the quality of our developments will continue to exceed the demands of our discerning customers and further enhance our position as a leading developer within the PRC high quality real estate sector. Capitalising on our experienced and dedicated management team, robust landbank holdings and core competencies in the development of quality residential apartments in prime locations within high growth PRC cities, we will continue to seek out new opportunities to further enhance our market presence thereby ensuring the sustained development of our core business segments and our future financial performance. Appreciation The Group s stellar performance would not be possible without the support of our loyal shareholders. In appreciation for your trust and support, the Board of Directors has proposed a first and final dividend of 1.68 Singapore cents per share. Building on the momentum we achieved in FY2009, we will continue to utilise our competitive edge to extend our foothold in the PRC property sector and further enhance shareholder value. Annual Report

10 主席致辞 尊敬的各位股东 : 2009 年是世界金融危机发生之后, 各国政府普遍采取刺激政策, 以挽救和复苏经济的关键一年 虽然世界经济的整体复苏还有待时日, 但中国经济凭借庞大的国内市场与强劲的政府推动率先从世界金融危机中复苏, 其中房地产业的复苏最为迅速 在信贷 税务 产业等政策的强劲刺激下, 地产业在一年之内经历由低谷向高峰的演变 在宏观和市场形势趋好的大背景下, 仁恒自然也获得了更加骄人的业绩 在此, 本人将集团 2009 年的经营业绩向各位股东作一简要汇报 一 成绩与评估 : 传统业绩创历史新高开发成片国际社区是仁恒的传统业务, 也是占比最大的业务部分 2008 年即使在市场形势不太好的情况下, 仁恒仍然取得了比较突出的销售业绩, 在形势大好的 2009 年, 传统业务当然更上一层楼 集团销售面积 平均售价与利润水平等诸项指标均创历史新高, 集团 2009 年营业收入加上截止 2009 年底的预售合同金额达到新币 28 亿元 全年营业收入接近新币 16 亿元, 同比 2008 年增长 58.8%, 达到上市以来最高水平 在此基础上, 集团全年净利润为新币 4.36 亿元, 公司股东权益的净利润达到新币 3.25 亿元, 亦创下历史新高 2009 年集团分布在中国各城市的在售楼盘销售价格全面提升 2010 年 1 月 11 日, 中国房产信息集团 上海易居房地产研究院 中国房地产测评中心发布统计数据显示, 上海仁恒河滨城连续第三年成为上海房产项目销售冠军 ; 南京仁恒江湾城成为南京市房产项目 2009 年度销售冠军 ; 同样喜人的是, 集团在华北的首个项目 天津仁恒海河广场於 2009 年 8 月起售, 销售不足半年便跻身天津市房产项目销售十强 仁恒的物业产品在各地都得到了消费者的追捧 投资商业性物业逐渐崛起,2010 年起将为集团贡献稳定租金收入除了开发国际社区和销售住宅性楼盘外, 发展投资商业类物业, 创造稳定租金收入是集团长期发展战略的重要组成 为此, 集团已开始商业性物业的开发和经营,2010 年是仁恒投资类物业发展的重要一年 到目前为止, 集团已有的各类投资物业均有较高的出租率 为实现投资类物业长期稳定的发展, 集团已经与辉盛酒店管理集团建立了委托管理的合作关系, 同时也引进了国际知名企业 LVMH 集团 历峰集团 及乐天集团旗下的多个世界一流品牌 集团位于成都的仁恒置地广场在 2010 年内将全面投入使用, 该项目建筑面积约 16.5 万平方米, 包括零售商场, 将成为中国西部首屈一指的综合性商业建筑, 并开始为集团贡献稳定租金收益 与此同时, 集团位于天津的购物中心建设已进入竣工阶段 未来数年, 随着上述项目竣工并投入使用, 集团的物业出租收入将更加稳健, 仁恒的品牌价值也将有极大的提升 发展模式取得战略性跨越, 仁恒站上了新的制高点 2009 年, 仁恒在发展模式上取得了战略性的突破, 我们迈出了从营造国际社区到推动大型城区开发的实质性步伐 在新加坡贸工部和中国江苏省政府的全力支持下,2009 年 5 月, 集团牵头盛邦置业私人有限公司 胜科工业园有限公司与中国江苏省南京市有关国有企业组成合资公司, 共同从事南京市江心洲 15 平方公里的一级土地开发 该项目规模大, 定位高, 是新加坡 - 江苏合作理事会框架下的重要合作项目 2009 年 10 月 15 日集团联合新加坡和美集团与河北省唐山南湖生态城管理委员会签署 唐山 - 新加坡生态城战略合作框架协议 凭借新的发展模式, 仁恒将实现自我提升 土地储备稳步扩张, 为可持续发展奠定了坚实的基础 2009 年中国土地市场炙手可热, 成交均价屡创新高 集团遵循审慎原则, 在缜密分析的基础上, 于 2009 年及 2010 年初, 共完成 4 次土地竞购 其中 2009 年 9 月在上海浦东购入森兰外高桥地块, 建筑面积超过 16.2 万平方米, 与 2008 年购入的地块合并后总建筑面积达到 32 万平方米, 具备建设大规模国际化社区的良好条件 ;2009 年 12 月, 集团在成都摘取优质地块, 可开发面积为 39.1 万平方米 ;2010 年 1 月, 集团购得海南省三亚市海棠湾地块, 于海南国际旅游度假岛开发启动之年完成布局 ;2010 年 2 月, 集团在上海竞得了紧邻虹桥商务区的徐泾镇地块, 仁恒在上海的发展有了更大的空间 二 未来打算和展望 随着中国经济的发展和高端客户的日益壮大, 仁恒的潜在客户也不断增加 面对多变的政策及市场环境, 我们将把持一贯的运作方针, 着重于优质楼盘的开发来促进我们核心业务的持续发展, 并满足我们客户的需求 仁恒是一家跨区域 跨城市 跨业态开发经营的企业, 历经多次市场起伏, 我们建立了一支优秀的管理团队, 并以 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 虽然中国房地产业近期由于宏观调控的影响, 出现不稳定因素, 但我们仍然看好中国房地产业的长远发展 我们将继续产品的研发, 精益求精, 继续超越消费者日益增加的要求 同时我们也会利用我们优秀的管理团队, 优质的土地储备, 开发优质产品的核心竞争能力, 以及良好的物业服务管理, 持续增加我们的市场占有率, 把集团未来的发展带向另一高峰 三 致谢 仁恒能有今天的成绩, 是股东们关心和支持的结果 在此, 我向广大股东致以崇高的敬意和衷心的感谢 为了答谢诸位对集团的支持, 集团董事局建议派发新币 1.68 仙为每股的首次及末期股息 感谢大家对我的信任, 对管理层的信任 我和我的团队会更加努力, 以股东的长期利益为准绳, 严格管理和要求, 做出更好的成绩回报所有股东 08 Annual Report 2009

11 公司股东权益净利润上涨 44.1% 达新币 3.25 亿元 Nanjing Yanlord International Apartments Tower B Annual Report

12 Building Landmarks We continue to develop prime residential and commercial projects. Underscored by our key strategy to develop a robust investment portfolio, we successfully broke ground at Zhuhai Yanlord Marina Centre and launched Phase 1 of our Tianjin Yanlord Riverside Plaza in 2009

13 Tianjing Yanlord Riverside Plaza

14 Operations review Our successful business strategies coupled with an experienced and dedicated management team contributed to our stellar performance in 2009 Nanjing Yanlord Yangtze Riverbay Town Building on key strengths such as an in-depth understanding of the PRC real estate industry, strong brand equity and an integrated product chain, we have stayed at the forefront of the PRC recovery cycle and reaped the benefits of the strong domestic economic growth. Reflecting this strong performance, the Group s recognised revenue in FY2009 coupled with precontracted sales achieved as at 31 December 2009 totaled S$2.8 billion. Bolstered by significant growth of 33.5% in GFA delivered and 13.7% in ASP per sqm achieved to 381,597 sqm and RMB19,658 per sqm respectively, revenue for the year surged 58.8% to approximately S$1.6 billion in FY2009 from S$1.0 billion in FY2008. As of 31 December 2009, the Group s total pre-contracted sales amounted to approximately S$1.2 billion. Total pre-contracted sales included S$1.0 billion of advances received and the balance in pre-sale proceeds that will be collected in subsequent financial periods. In line with the increase in revenue, gross profit and profit attributable to equity holders of the Company grew 59.6% and 44.1% to S$893.0 million and S$325.4 million in FY2009 respectively. Gross and profit for the year margins in FY2009 for the period were 55.8% and 27.2%, respectively. Reflecting the continued support for Yanlord s high quality fully fitted apartments, basic earnings per share ( EPS ) rose 39.5% to Singapore cents in FY2009, while EPS on a fully diluted basis rose 38.8% to Singapore cents Annual Report 2009

15 Zhuhai Yanlord New City Garden Sale of Property The stellar performance in FY2009 was driven largely by strong support from PRC home buyers who recognize the quality of the Group s developments and acknowledge the effort that Yanlord places in the creation of a quality living environment for its discerning customers. Testament to the continued support for Yanlord s high quality fully fitted apartments, the Group s key development Yanlord Riverside City in Shanghai, topped the Shanghai single project sales chart in the Top Real Estate Development Sales Listings of 2009 in 10 Major Cities survey jointly released by the China Real Estate Information Corporation, Shanghai E-House Real Estate Research Institute and China Real Estate Appraisal, for the third consecutive year with 2009 annual contracted sales of RMB5.3 billion. The Group s new development, Yanlord Yangtze Riverbay Town (Phase 1) in Nanjing, similarly topped the Nanjing sales chart with annual contracted sales of RMB2.0 billion in FY2009. In addition to the above, the Group s maiden entry into Tianjin s high quality residential property sector, Yanlord Riverside Plaza (Phase 1), also received strong support from PRC home buyers with the first launch of 250 apartment units fully sold-out during the first three days of its inaugural launch in August In FY2009, Yanlord Riverside Plaza (Phase 1) achieved annual contracted sales of approximately RMB1.2 billion and forms a key launchpad for the Group s future expansion within northern China. The ability to deliver high quality developments that consistently exceed consumer demands remains one of Yanlord s key competitive strengths. Leveraging on this continued focus for value creation, the Group has successfully established an invaluable brand equity that augments its ability to raise ASPs at the launches of its developments. To drive the continued development of the Group, Yanlord has slated to launch new projects in FY2010, namely, Shanghai Yanlord Townhouse (formely known as Shanghai New Jiangwan Urban Area Land), Nanjing Hexi project and Tianjin Yanlord Riverside Plaza (Phase 2). Sited in prime locations, the Group is confident that these projects will be well received by home buyers and will contribute significantly to the Group s future financial performance. Annual Report

16 Operations review Shanghai Yanlord Riverside City Project Development Progress at the Group s various developments remained on schedule with approximately 235,000 sqm GFA completed in FY2009. New construction works for approximately 735,000 sqm GFA was initiated in FY2009 while total GFA under construction recorded a year-on-year increase of approximately 35% to approximately 1.7 million sqm as at 31 December In particular, construction works at Nanjing Yanlord Yangtze Riverbay Town (Phase 2), Nanjing Hexi project, Tianjin Yanlord Riverside Gardens (Phase 1), Suzhou Yanlord Lakeview Bay, Shanghai Yanlord Townhouse and Zhuhai Yanlord Marina Centre - Section B remain on-track for progressive completion and pre-sale from 2010 to In line with the Group s development schedule, construction works at its showcase investment property development, Chengdu Yanlord Landmark, was primarily completed in FY2009. Slated to open in 2010, the fully integrated Yanlord Landmark will incorporate prime office, retail and hospitality services within a single location. Excavation and construction works of the underground retail mall at the Tianjin Yanlord Riverside Plaza (Phase 1) remain on schedule. Following the adoption of key process enhancements, the Group has managed to reduce the development work cycle and enhance cost efficiencies in this development. Adhering to our corporate philosophy to develop land with devotion and building quality accommodation with passion, we continue to strive for excellence in our developments which has won the recognition of both our clients and industry peers. Testament to our efforts, Shanghai Yanlord Riverside City (Phase 2) was awarded the PRC National Quality Engineering Award by the PRC National Construction Committee in FY2009. Investment Property Portfolio Focused on developing high-end, city-centric commercial projects that include retail malls, grade A office spaces, 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 shareholders value. Underlining this strategy, the Group has successfully attracted many internationally renowned luxury brands such as Louis Vuitton, Christian Dior, Prada, Ermenegildo Zegna and Hugo Boss to undertake tenancy at its showcase integrated development in Chengdu Yanlord Landmark. In addition, the Group has also 1014 Annual Report 2009

17 signed anchor tenancy agreements with globally renowned retailers, Korea s Lotte Department Group and Korea s CGV Theatre Group for its key development in Tianjin Yanlord Riverside Plaza. To date, the Group has retained an aggregate GFA of approximately 500,000 sqm of prime investment property projects which are spread across various key cities such as Chengdu, Nanjing, Shanghai, Tianjin and Zhuhai. As at 31 December 2009, the Group had in total completed commercial development of approximately 100,000 sqm GFA. In 2010, the Group s integrated development, Chengdu Yanlord Landmark, will be officially opened. Earmarked by the Sichuan provincial government as a keynote development, Yanlord Landmark is expected to contribute positively to the Group s future development in Chengdu. Profit/Loss Highlights (S$ 000) Revenue 1,007,217 1,599,686 Gross profit 559, ,991 Profit before income tax 580, ,044 Profit for the year 313, ,555 Profit attributable to equity holders of the Company 225, ,356 EPS (on a weighted average number of ordinary shares) (S$ cents) GFA delivered (sqm) 285, ,597 ASP per sqm (RMB) 17,294 19,658 Landbank Expansion The Group remains confident about the long-term potential of the PRC real estate sector and continues to actively pursue opportunities to expand its landbank holdings in high-growth and affluent regions within the PRC. Reflecting Yanlord s continued confidence and ability to secure growth opportunities within the PRC real estate sector, it has acquired various key land parcels that are expected to contribute significantly to its future development. On 25 May 2009, the Group, through its joint venture company with Sembcorp Industrial Parks Ltd. and Surbana Land Pte. Ltd., namely Singapore Intelligent Eco Island Development Pte. Ltd., signed a collaborative agreement with a Nanjing government owned enterprise to engage in primary development of the 15.0 sq km Sino-Singapore Nanjing Eco High-Tech Island in Nanjing. On 14 September 2009, the Group signed a memorandum of understanding with the Tangshan Nanhu Eco-City Administrative Committee to explore joint investment and development of high quality residential development within the Nanhu Eco-City through its joint venture company with HB Investments (China) Pte. Ltd., Yanlord Ho Bee Investments Pte. Ltd.. Annual Report

18 Operations review Shanghai Yanlord Townhouse Convention Centre, this latest site acquisition reflects the Group s continued confidence in the potential of the Chengdu real estate sector. On 22 September 2009, the Group announced the strategic acquisition of four prime residential development sites with a total planned GFA of approximately 162,074 sqm in Waigaoqiao District, Pudong, Shanghai through a public land auction. With an enlarged land bank of approximately 320,000 sqm in the Waigaoqiao district, the Group will leverage on the greater scalability to develop a large-scale international residential project within the area that will tap on Waigaoqiao s buoyant economic development to contribute positively to the Group s future performance. On 18 December 2009, the Group announced that its subsidiaries Yanlord Land (Chengdu) Co. Ltd. and Yanlord Property Investments Pte. Ltd. had jointly acquired a prime residential development site with a total planned GFA of approximately 390,658 sqm in Panchenggang, Jinjiang District, Chengdu through a public land auction. Neighbouring key developments such as the Sun Hung Kai International As at 31 December 2009, the Group has, in total, undeveloped and under development land bank reserves of approximately 4.0 million sqm GFA including approximately 1.7 million sqm GFA currently under development. Sited in prime district within key high-growth cities in the PRC, these land parcels possess significant development potential and are expected to contribute positively to the Group s future development. Fund Raising To fuel the Group s next phase of growth through new investments across its core markets in China, Yanlord initiated the following two key fund raising activities in FY2009. In June and July 2009, the Group announced its concurrent offering of 110 million new ordinary shares and S$375.0 million convertible bonds. Attracting strong interest from global institutional investors, the offering raised approximately S$595.2 million for the Group which will be used to finance new investments and for general working capital purposes Annual Report 2009

19 Shenzhen Longgang Redevelopment Project In December 2009, the Group obtained a 3-year US$400 million term loan facility - the largest syndicated loan for a non-stateowned PRC property developer when it was signed. The Group will use this facility to refinance the outstanding amount of the US$200 million facility dated 7 November 2007 and for general corporate purposes including the acquisition of new land. Opening to very positive response from the syndicated loan market, this syndication represents the continued confidence of the banking community in the Group s future direction and development. Product Development As a leading real-estate developer specialising in the high quality real estate development and property management services, Yanlord attaches great importance towards developing quality residential and commercial real estates and seeks to strike an optimal balance across all aspects of property development, including project planning, architectural design, interior design and landscape design and ensuring that every aspect is well coordinated and fine tuned to complement each other. Recognising the need for balance between the requirements of our consumers and environmental preservation, the Group has introduced various environmental initiatives to its developments such as the inclusion of Green belts as area markers, Rain and river water recycling systems and passive solar lighting designs to enhance energy efficiency for underground structures such as carparks and foyers. Underscored by its corporate commitment to environmental preservation, the Group has extended these green building initiatives to its newest developments such as Shanghai Yanlord Townhouse, Shanghai Waigaoqiao Area Land project and Zhuhai New City Gardens. The Group also attaches great emphasis in enhancing its property development and architectural designs. Through comprehensive reviews on unit functionality and spatial interactions, our design teams have revamped industrially accepted concepts on villa designs to create brand new layouts for villas in our Shanghai Yanlord Townhouse and Shanghai Waigaoqiao Area Land developments that will provide customers with an added degree of comfort beyond that found in traditional villas. Reflecting the success of the Group s efforts in product research and development, Tianjin Yanlord Riverside Plaza (Phase 1) was awarded the Green Building Design Logo by the PRC Ministry of Construction in Subsequent to this, Chengdu Yanlord Landmark was selected as one of China s Top 10 new landmark developments for Annual Report

20 Operations review In addition, Zhuhai New City Gardens was the first development in Zhuhai to be awarded the hallmark 3A residential development designation by the PRC Ministry of Construction; Suzhou Peninsula (Townhouse) similarly won the Merit Award (Constructions) awarded by the American Institute of Architects (Hong Kong Division) in These awards are extensions of the Group s track record for product excellence which include numerous accolades for its previous developments such as Shanghai Yanlord Riverside City. Property Management The Group is a pioneer in introducing advanced 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 continually optimise our property 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. Yanlord International Apartments Clubhouse Currently, our Shanghai and Nanjing property management companies have received national level accreditation for Class 1 Property Management Companies while our management companies in Zhuhai, Chengdu, Guiyang and Tianjin have received municipal level accreditations. The efforts and commitment of our property management division continue to garner recognition from within the industry. For instance, in FY2009 the Group s Shanghai property management company was awarded the Leading Enterprise for International Community Property Management Services at the China International Housing Industry Exhibition which was organized by the PRC Ministry of Construction. Similarly, the Suzhou branch of our Nanjing property management company was awarded the Luxury Attribute Award by the International Golden Key Property Alliance. Projects under our property management division have also received numerous awards at 1018 Annual Report 2009

21 Suzhou Yanlord Peninsula (Townhouse) both the National and provincial levels. Shanghai Yanlord Gardens, Shanghai Yanlord Riverside Gardens, Nanjing Plum Mansions and Nanjing Orchid Mansions were awarded the title of National Model for Property Management Services by the PRC Ministry of Construction. Human Resource We regard our human resource as one of our most valuable intangible assets and a key contributor to the Group s continued success. In line with our mission statement of Managing with benevolence and integrity, achieving perpetuity through perseverance, we believe in treating our employees with trust and understanding and respecting them as a partner of the organisation. We aim to create a positive working environment and platform for employees to demonstrate their own individual strengths and capabilities, offering an opportunity for them to develop their potential and progress further in their career development, creating a win-win situation for both the Group and our employees. Yanlord regards employee development and training as an integral part of the organisation, and believes that the role of its managers must include managing operations and nurturing employees. The Group has a series of training programs implemented for managers in enhancing their management capabilities. Through the implementation of these training programs and other relevant development opportunities offered to employees, the Group seeks to achieve its strategic objective to maximise utilisation and development of human resources within the organisation. Investor Relations Corporate 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 pertaining to material updates on the Group are also promptly released on the SGX website, ensuring that investors receive timely and accurate information. Reflecting the Group s efforts and success in maintaining strong relations with the investment community and as testament to our efforts to continually enhance our corporate governance and disclosure processes, Yanlord was awarded the Most Transparent Company Award Foreign Listed Company (Runner up) in October 2009 by the Securities Investors Association (Singapore) ( SIAS ). This is the second time that Yanlord has won this award and underscores the broad support for the Group by the investment community. Moving forward, the Group will continue to maintain regular interactions with the investment community. Annual Report

22 业务回顾 一 业绩概要 凭借着集团在中国高品质精装修住宅开发的优势, 仁恒把握良机并取得优秀的表现 受惠于中国经济之持续发展及优质的仁恒品牌,2009 年营业收入加上截止 2009 年底的预售合同金额达到新币 28 亿元 其中 2009 年营业收入达 15 亿 9,970 万元, 相比 2008 年全年大幅增加新币 5 亿 9,250 万元, 增幅高达 58.8% 2009 年营业收入增加主要因为本年交付客户的物业面积增加及较高的平均售价, 这两项数据相比 2008 年分别增长 33.5% 及 13.7%, 物业销售均价达到每平方米人民币 19,658 元 截止 2009 年底, 集团的预售合同金额达到新币 12 亿元, 其中包括已收到的新币 10 亿元和其余额将在以后的财务季度中收到 全年的毛利润及公司股东权益的净利润分别为新币 8 亿 9,299 万元和新币 3 亿 2,536 万元, 同比分别上升 59.6% 及 44.1% 毛利率和净利润率分别为 55.8% 和 27.2% 上述经营业绩再次显示了仁恒在中国高品质房地产市场的开发实力 溢价能力和品牌价值 2009 年集团每股盈利为新币 仙, 摊薄后每股盈利为新币 仙, 均与 2008 年度分别增长 39.5% 及 38.8% 二 物业销售 2009 年, 集团物业销售表现亮丽, 同比都有大幅度上升 各地公司凭借对高品质居住环境和优良服务的坚持, 发挥营造国际化社区和精装修住宅的优势, 持续赢得市场认可, 吸引众多国内外高端客户 上海仁恒河滨城继续占据上海市高品质住宅市场引领地位, 全年合约销售金额人民币 52.9 亿元, 已连续第三年蝉联上海市项目销售金额冠军 南京仁恒江湾城一期在 2009 年 7 月首次开盘, 以人民币 19.8 亿元的合约销售金额获得 2009 年南京市项目销售金额冠军, 充分显示出仁恒在南京高品质房地产市场的竞争实力和优势地位 作为集团在天津的首个项目, 仁恒海河广场一期自 2009 年 8 月一经推出即取得令人瞩目的销售业绩和市场反响, 首批房源三天内售罄, 全年合约销售金额人民币 12.1 亿元, 集团在中国北方新开发的城市首战告捷, 市场地位进一步得到巩固 集团其它在售项目也都有良好的销售业绩和市场口碑, 仁恒产品美誉度尤为凸显 在 2009 年内, 集团还通过提升产品附加值和挖掘项目发展潜力, 引导产品价值提升, 各地项目的预售价格均逐步攀升, 反映出仁恒产品的独特吸引力和溢价能力 2010 年, 上海仁恒怡庭项目 南京河西项目 天津仁恒海河广场二期等位于各城市稀缺优质地段的项目将陆续销售, 成为集团业绩新的增长点 20 Annual Report 2009

23 Nanjing Yanlord Yangtze Riverbay Town 三 项目开发 2009 年, 集团项目开发进展顺利 全年竣工建筑面积为 20.6 万平方米, 新开工建筑面积 73.5 万平方米, 年末在建工程建筑面积达 万平方米, 同比增长 35.1% 其中南京仁恒江湾城二期 南京河西项目, 天津仁恒河滨花园一期, 苏州仁恒双湖湾, 上海仁恒怡庭, 珠海仁恒滨海中心等项目顺利开工, 为 年项目竣工交付打下良好的基础, 实现了项目开发上的良性循环 集团在成都开发的仁恒置地广场是一个集商业 写字楼 服务式公寓于一体的大型公共建筑, 通过 近三年的建造, 2009 年达到了基本竣工 部分开业的目标, 为 2010 年的全面开业创造了条件 天津仁恒海河广场一期超大超深地下商业设施结构施工采取中顺边逆施工技术获得成功, 有效降低了施工成本, 缩短了施工周期 项目开发中坚持 善待土地, 用心造好房 的开发理念, 集团范围内项目管理全面实行样板先行 一房一验 一户一卡等质量制度, 工程质量有了新的提高, 获得了市场和业主的广泛认可, 仁恒品牌效应进一步提高 2009 年上海仁恒河滨城二期荣获国家建设工程鲁班奖 ( 国家优质工程 ) 四 商业地产 仁恒商业地产开发与经营坚持立足高端 持有经营 强化联盟的发展策略, 目前成都仁恒置地广场已引入了 Louis Vuitton Christian Dior Prada Ermenegildo Zegna Hugo Boss 等众多国际一线奢侈品牌旗舰店 天津海河广场已引入韩国乐天集团 (LOTTE) 旗下乐天百货和韩国 CJ 集团旗下希杰影院 (CGV) 截至 2009 年 12 月 31 日, 集团已建 在建和规划中商业物业共 50 多万平方米, 涵盖了高档社区购物中心 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等高端业态, 分布于成都 南京 上海 天津 珠海 至今, 集团投入运营的商业物业已经达到 10 万平方米 集团首个综合型高端物业 成都仁恒置地广场获四川省人民政府批准为 2009 年四川省重大建设项目 项目整体预计于 2010 年全部开业 五 土地储备 2009 年, 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和国家重点发展的战略区域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 2009 年 5 月 25 日, 由仁恒置地集团 盛邦新业集团和胜科集团与中国南京建邺国资及河西新城国资共同投资的中新南京生态科技 Annual Report

24 业务回顾 Shanghai Yanlord Riversid Garden 岛开发有限公司与中国江苏省南京市有关国有企业签订了关于开发建设中新南京生态科技岛的合作协议, 并在中国及新加坡两国领导人的见证下举行了盛大的奠基仪式 中新南京生态岛总面积为 15 平方公里 2009 年 9 月 14 日, 集团与新加坡和美集团共同出资设立的仁恒和美投资有限公司与唐山市南湖生态城管理委员会签署了关于开发 唐山 新加坡南湖生态城 的框架协议 2009 年 9 月 22 日, 集团旗下上海仁恒森兰置业有限公司成功竞得上海浦东森兰外高桥地块 地块获取后, 仁恒森兰外高桥项目的规模超过 32 万平方米, 为集团在上海营造又一大型国际化社区创造了良好的条件 2009 年 12 月 18 日, 集团旗下仁恒置地 ( 成都 ) 有限公司与仁恒地产投资有限公司组成竞买联合体成功竞得成都锦江区攀成钢片区地块 地块紧邻新鸿基 ICC 项目, 总建筑面积约 39 万平方米, 为集团在成都的持续发展创造了良好的条件 截至 2009 年年底, 集团储备土地可开发面积约为 404 万平方米, 其中在建面积约为 166 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 六 企业融资 为了促进我们业务的持续扩张并满足我们的资本需求, 集团进行了一系列融资活动 在 2009 年 7 月, 集团同时配售 1.1 亿新股以及新币 3.75 亿元的可转股债券, 此次双重发行得到了市场的认同与肯定, 为公司募集资金约新币 6 亿元, 通过这次交易, 我们进一步提高了股票的流通量, 拓宽了投资者群体, 使仁恒与国际资本市场的联系更加紧密 所筹资金主要用于增加新的土地储备, 以满足我们未来数年的增长需求 在 2009 年 12 月, 集团宣布签订了 3 年期的 4 亿美元银团贷款, 此次贷款是在签订时作为投资中国房地产非国营开发商得到的最大银团贷款, 反映了国际金融机构对集团未来持续发展的信心与支持 所贷款项将用于扩充土地储备及一般企业用途 七 产品研发 仁恒一贯秉承高品质的研发标准, 追求高尚 完美的产品品质, 并注重对新型 环保 绿色生态及节地建筑的研发和实践, 关注人与生活 人与环境 人与细节 人与功能的完美和谐与对话, 根据客户对产品日益提高的需求, 不断研发推出新产品, 采用各类先进技术和先进工艺 在新近研发的项目中, 应用了 生态绿墙 生 1022 Annual Report 2009

25 态雨水回收系统 河道水再利用 等概念 ; 同时充分挖掘地下空间, 如小区内的公共下沉广场 私家的下沉庭院 以及建设有独特的下沉式花园的地下车库, 使得阳光 自然风和绿化可直接渗透到地下停车场, 充分发挥了节地建筑效益 ; 并在集团所开发的诸多项目中得以推广及应用, 如上海仁恒怡庭项目 上海仁恒森兰外高桥项目 珠海仁恒星园项目等, 充分体现了自然与生态的绿色居住环境 在户型研发上, 既有继承又有创新, 在空间关系 交通流线 私属领地 室内功能布局等方面均有新的突破 颠覆了传统的横向并列的都市型别墅的概念, 研发了竖向的节地型叠加式独立别墅, 既保留了传统别墅原有的优点, 同时又在其基础上更进一步地提升了舒适度, 使业主享受到传统别墅无法企及的生活品质, 并应用于上海仁恒怡庭和上海仁恒森兰外高桥项目中 仁恒的产品研发得到了市场与社会的高度认可 天津仁恒海河广场一期项目是集团在北方地区首个获得 绿色建筑设计星级标识 的住宅项目 ; 成都仁恒置地广场项目入选 中国城市建筑新地标 TOP10; 珠海仁恒星园是当地首个通过了建设部 3A 住宅性能的认定的住宅项目 ; 苏州星岛仁恒住宅小区项目荣获美国建筑师学会香港协会 2009 年 ( 建筑组 ) 优异奖 ; 上海仁恒河滨城项目曾多次获得优秀住宅金奖 优秀住宅 - 规划建筑奖 ( 其代表行业最高水平的奖项 ) 等奖项 仁恒视员工为企业的合作伙伴, 信任 理解并善待员工 ; 视人才为企业发展的核心, 注重团队培养, 通过一系列措施有效实现对团队的选 用 育 留, 多年来一直保持员工队伍的相对稳定和不断成长 同时, 仁恒积极为员工提供展现能力和实现个人价值的平台, 实现企业与员工统一愿景 双赢发展 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, 通过提供各类丰富的培训机会, 辅之以人力资源优化措施, 实现人力资源质量持续提升的战略目标 十 投资关系 集团十分重视企业的透明度及企业管治水平, 并通过与投资市场的主动沟通, 使各方更了解仁恒的业务发展策略及增长潜力 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 继 2007 年后, 仁恒在本年度再一次获得新加坡证券投资者协会颁发的 最高企业透明度 - 国际公司 银奖项 八 物业服务 秉承 恒心服务, 一生呵护 的服务宗旨, 仁恒物业不断完善和优化自身的管理模式, 持续提升物业管理服务水平, 使得业主和住户能享受到安全 舒适 健康 贴心的个性化特色服务 集团现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以及珠海 成都 贵阳 天津四家三级资质物业管理企业, 形成了一支拥有丰富的国际化物业管理经验的专业团队 2009 年内仁恒旗下的物业公司取得了多项荣誉, 得到了业内的认可, 例如上海仁恒物业在 2009 中国国际住宅产业博览会暨既有建筑改造和物业管理品牌峰会上获得 中国国际物业管理品牌企业奖, 南京仁恒物业苏州分公司荣获国际金钥匙联盟颁发的 品位服务奖 等 集团所管理的项目也获得了多项国优 省优荣誉例如上海仁恒滨江园 上海仁恒河滨花园 南京梅花山庄 南京玉兰山庄等荣获 全国物业管理示范住宅小区 称号 九 人力资源 集团坚持并倡导 仁信治业 持之以恒 的企业精神, 善待土地, 善待员工, 通过良好的职业发展平台和优秀的企业文化吸引和保留人才 仁恒一贯将人才战略列为集团发展战略的重要组成部分, 并从机制上加以落实和完善 Annual Report

26 Expanding Geographically Tapping on the significant potential for growth in China s property sector, we actively seek out strategic acquisitions that will further extend our presence in key growth cities and enhance our long term business development

27 Chengdu Yanlord Landmark

28 OperationAL highlights Nanjing Bamboo Gardens 26 Annual Report 2009

29 Operations highlights Gross Property Sales by City in FY2009 Gross Property Sales by Project in FY2009 Nanjing 10.3% Zhuhai 11.6% Suzhou 11.6% Others 0.1% Chengdu 1.1% Suzhou Yanlord Peninsula 11.6% Zhuhai Yanlord New City Gardens (Phase 2 - Section 1) 11.4% Others 4.2% Nanjing Bamboo Gardens (Phase 3) 4.4% Nanjing Yanlord International Apartments, Tower B 5.7% Shanghai Yanlord Riverside City (Phase 2) 12.5% Shanghai 65.3% GFA Contribution by City in FY2009 Shanghai Yanlord Riverside City (Phase 3) 50.2% GFA Contribution by Project in FY2009 Zhuhai 24.9% Suzhou 18.1% Others 0.3% Chengdu 4.1% Nanjing 13.0% Suzhou Yanlord Peninsula 18.1% Zhuhai Yanlord New City Gardens (Phase 2 - Section 1) 24.5% Others 8.4% Nanjing Bamboo Gardens (Phase 3) 7.1% Nanjing Yanlord International Apartments, Tower B 5.6% Shanghai Yanlord Riverside City (Phase 2) 7.8% Shanghai 39.6% Shanghai Yanlord Riverside City (Phase 3) 28.5% Segregation of GFA by Development Status & Cities Completed Development Properties Chengdu 4.0% Zhuhai 6.7% Suzhou 4.2% Guiyang 1.6% Shanghai 54.7% Nanjing 28.8% Total 3.13million sqm Properties Under Development Properties Held for Future Development Zhuhai 19.4% Chengdu 9.9% Tianjin 13.4% Zhuhai 3.6% Chendu 16.4% Tianjin 22.2% Nanjing 24.7% Suzhou 10.1% Nanjing 14.0% Total Suzhou 10.4% 1.66million sqm Shanghai 13.4% Total Shenzhen 22.4% 2.38million sqm Shanghai 20.1% Annual Report

30 Innovative Collaborations Architecture requires a balance between form and functionality. To ensure the highest standards for our developments, we actively collaborate with partners to create new and innovative ways that seamlessly blend environmentally conscious concepts into our developmental designs

31 Nanjing Yanlord Yangtze Riverbay Town

32 Financial highlights Revenue and Profitability FY FY2009 Revenue (S$million) Gross Profit (S$million) 1,500 1, , ,228 1, FY FY Profit for the year (S$million) Profit Attributable to Equity Holders of the Company (S$million) FY FY Credit Ratios As at 31 December Net Debt / Equity (1) 15% 51% 4% Total Debt / Equity (1) 50% 68% 47% Total Debt / Capitalization (2) 33% 40% 32% (1) Equity = Equity attributable to equity holders of the Company + Minority interests (2) Capitalization = Total debt + Equity attributable to equity holders of the Company + Minority interests 30 Annual Report 2009

33 Development Schedule Summary Completed Development Properties Project City Interest Attributable Commencement Date Completion Date GFA (sqm) Remaining Unsold/Held for Investment /Fixed Assets (Saleable Area, sqm) Type Hengye International Plaza (1) ( 恒业国际广场 ) (1) Hengye Star Gardens (1) ( 恒业星园 ) (1) Xintian Centre ( 新天商业中心 ) Yanlord Villas ( 仁恒别墅 ) Bamboo Gardens ( 翠竹园 ) Orchid Mansions (1) ( 玉兰山庄 ) (1) Plum Mansions, including Lakeside Mansions (Phase 1-4) ( 梅花山庄. 湖畔之星 ) Yanlord International Apartments, Tower A (1) ( 仁恒国际公寓,A 栋 ) (1) Yanlord International Apartments, Tower B ( 仁恒国际公寓,B 栋 ) Yanlord Apartments ( 仁恒公寓 ) Yanlord Gardens ( 仁恒滨江园 ) Yanlord Plaza (1) ( 仁恒广场 ) (1) 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 ) (1) Yanlord Riverside City (Phase 3) ( 仁恒河滨城, 三期 ) Yanlord Riverside Gardens ( 仁恒河滨花园 ) Yanlord Town ( 仁恒家园 ) Yunjie Riverside Gardens (Phase 1) ( 运杰河滨花园, 一期 ) Yanlord Peninsula (Apartment - Phase 1) ( 星屿仁恒, 一期 ) Yanlord Peninsula (Townhouse) ( 星岛仁恒 ) Yanlord New City Gardens (Phase 1) (1) ( 仁恒星园, 一期 ) (1) Yanlord New City Gardens (Phase 2 - Section 1) ( 仁恒星园, 二期一段 ) Chengdu 51% December-04 April-06 40,655 39,999 S Chengdu 51% May-06 April-08 83,943 4,671 R, S Guiyang 67% November-03 October-04 14, S Guiyang 67% June-04 March-06 36,131 0 R Nanjing 100% November-00 December ,310 2,237 R Nanjing 100% November-00 September-03 69, R Nanjing 100% May-94 December , R Nanjing 100% May-04 December-07 43,567 37,940 H Nanjing 100% May-04 June-08 67,683 16,119 R Shanghai 67% November-94 November-97 13,579 0 R Shanghai 67% November-97 September , R Shanghai 67% March-93 November-96 53,049 4,189 R, S Shanghai 67% May-03 September ,765 2,419 R Shanghai 67% August-05 May ,899 12,907 R, S Shanghai 67% March-07 August ,528 13,022 R Shanghai 56% May-02 March ,756 0 R Shanghai 50% September-05 December-07 75, R Shanghai 51% March-05 April ,046 6,136 R, S Suzhou 100% May-06 March-09 39,669 3,153 R Suzhou 100% November-05 June-09 91,963 19,837 R Zhuhai 90% September-06 December ,624 8,337 R, S Zhuhai 90% August-07 December ,981 14,430 R Total 3,132, ,292 R = Residential O = Office S = Shop & Retail H = Hotel & Serviced Apartment (1) Consists of properties held for investment with unexpired terms of lease between years as at 31 December 2009 Annual Report

34 Development Schedule Summary Properties Under Development Project City Interest Attributable Actual Commencement Date Estimated Completion Date GFA (sqm) Type Yanlord Landmark (4) ( 仁恒置地广场 ) (4) Nanjing Hexi Land ( 南京河西地块 ) Yanlord Yangtze Riverbay Town (Phase 1) (1) ( 仁恒江湾城, 一期 ) (1) Yanlord Yangtze Riverbay Town (Phase 2) (1) ( 仁恒江湾城, 二期 ) (1) Yanlord Riverside City (Phase 3) ( 仁恒河滨城, 三期 ) Yanlord Townhouse (2) ( 仁恒怡庭 ) (2) Yunjie Riverside Gardens (Phase 2) ( 运杰河滨花园, 二期 ) Suzhou Wuzhong Area C1 Land - Villas ( 苏州吴中区 C1 地块 - 别墅 ) Yanlord Lakeview Bay - Land Parcel A7 ( 仁恒双湖湾,A7 地块 ) Yanlord Peninsula (Apartment - Phase 2) ( 星屿仁恒, 二期 ) Yanlord Riverside Gardens (Phase 1) (3) ( 仁恒河滨花园, 一期 ) (3) Yanlord Riverside Plaza (Phase 1) (4) ( 海河广场, 一期 ) (4) Yanlord Marina Centre - Section B ( 仁恒滨海中心,B 段 ) Yanlord New City Gardens (Phase 2 - Section 2) ( 仁恒星园, 二期二段 ) Chengdu 100% August-06 July ,781 O, S, H Nanjing 60% July-09 2nd Quarter ,909 R, S Nanjing 60% January-08 1st Quarter ,260 R, S Nanjing 60% September-09 4th Quarter ,045 R, S Shanghai 67% March-07 June-10 62,501 R Shanghai 100% September-09 4th Quarter ,688 R Shanghai 51% July-08 2nd Quarter ,916 R, S Suzhou 100% October-08 3rd Quarter ,481 R Suzhou 60% October-09 2nd Quarter ,871 R, S Suzhou 100% May-06 June-10 60,673 R Tianjin 80% October-09 2nd Quarter ,056 R Tianjin 100% October-07 3rd Quarter ,843 R, S Zhuhai 95% November-09 1st Quarter ,232 R, S Zhuhai 90% May-08 4th Quarter ,220 R Total 1,659,476 R = Residential O = Office S = Shop & Retail H = Hotel & Serviced Apartment (1) Formerly known as Yanlord Yangtze Riverside City (2) Formerly known as Shanghai New Jiangwan Urban Area Land( 上海新江湾地块 ) (3) Formerly known as Tianjin Haihe Land( 天津海河地块 - 仁恒滨河水岸 ) (4) Consists of properties held for investment with unexpired terms of lease between years as at 31 December Annual Report 2009

35 Development Schedule Summary Properties Held for Future Development Project City Interest Attributable Estimated Commencement Date Estimated Completion Date GFA (sqm) Type Chengdu Jinjiang Panchenggang Land ( 成都锦江攀成钢地块 ) Yanlord Yangtze Riverbay Town (Phase 3-4) (1) ( 仁恒江湾城, 三, 四期 ) (1) Shanghai San Jia Gang Land Plot ( 仁恒滨海度假村 ) Shanghai Waigaoqiao Area Land ( 上海森兰外高桥地块 ) Shanghai Qingpu Land ( 上海青浦地块 ) 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 - Land Parcel A1-A6 ( 仁恒双湖湾,A1-A6 地块 ) Yanlord Riverside Gardens (Phase 2) (2) ( 仁恒河滨花园, 二期 ) (2) Yanlord Riverside Plaza (Phase 2) ( 海河广场, 二期 ) Yanlord Marina Centre - Section A ( 仁恒滨海中心,A 段 ) Chengdu 100% ,658 R Nanjing 60% November ,690 R Shanghai 67% Under Planning Under Planning 35,831 R Shanghai 60% August ,632 R Shanghai 51% June-10 3rd Quarter ,459 R Shenzhen 75% Under Planning Under Planning 390,000 R Shenzhen 75% Under Planning Under Planning 144,064 R Suzhou 60% August-10 2nd Quarter ,313 R Tianjin 80% ,914 R Tianjin 100% ,873 R, O Zhuhai 95% ,350 O, S, H Total 2,380,784 R = Residential O = Office S = Shop & Retail H = Hotel & Serviced Apartment (1) Formerly known as Yanlord Yangtze Riverside City (2) Formerly known as Tianjin Haihe Land( 天津海河地块 - 仁恒滨河水岸 ) Annual Report

36 Our Project Showcase From posh residences to towering landmarks; a showcase of the unique Yanlord experience Tianjin Nanjing Shanghai Chengdu Suzhou Zhuhai Shenzhen SANYA 34 Annual Report 2009

37 Our project showcase Shanghai Yanlord Townhouse Yanlord Townhouse is the Group s latest representation of its steadfast commitment to developing high quality residential projects that continually exceed the demand of its customers. Ideally situated within one of few remaining wetland ecological conservation zones in Shanghai, the approximately 65,000 sqm GFA Yanlord Townhouse development comprises of high-quality fully furnished villas and stylistic apartment blocks that are seamlessly integrated with the lush natural surroundings. Featuring a comprehensive range of amenities including private elevators, heated indoor swimming pools, tennis courts, clubhouses and expansive gardens, Yanlord Townhouse builds on key European architectural elements coupled with the Asian concept of harmony to create a unique blend that balances form and functionality. Sited in New Jiangwan City, in close proximity to the Shanghai Wu Jiao Chang Central Business District and the Yangpu University District, Yanlord Townhouse seeks to provide its residents with homes that satisfy their business schedules and recreational needs. Yanlord Townhouse has been slated to launch in the fourth quarter of Shanghai Yanlord Townhouse Annual Report

38 Our project showcase Shanghai Yanlord Riverside City Shanghai Yanlord Riverside City Yanlord 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 and Tomson Golf Course within its vicinity. Yanlord Riverside City has a GFA of 740,000 sqm. 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 sqm 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 residential development 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 consecutively for 2007, 2008 and Annual Report 2009

39 Our project showcase Yanlord Yangtze Nanjing Riverbay Town Located along Yangtze River in Hexi New Area, Nanjing, Yanlord Yangtze Riverbay Town occupies a land area of approximately 305,000 sqm, which will be developed into a total GFA of approximately 644,000 sqm. The project is divided into four phases of which the construction works of the first and second phases are currently on going. Nanjing Yanlord Yangtze Riverbay Town Annual Report

40 Chengdu Yanlord Landmark Chengdu Yanlord Landmark Yanlord 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 is ideally situated with the Metro Line No. 1 and other business resources in close vicinity. Yanlord Landmark has a planned GFA of approximately 165,000 sqm 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 a 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 professionals for their 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. Commencing its construction work in August 2006, Yanlord Landmark will be completed and fully operational in The office space of the project will meet the demands 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, managed by 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 the latest fashion from the flagship stores of many international luxury brands including Louis Vuitton, Christian Dior, Prada, Ermenegildo Zegna and Hugo Boss Annual Report 2009

41 Suzhou Yanlord Peninsula (Townhouse) Yanlord Peninsula Suzhou (Townhouse) Yanlord Peninsula (Townhouse) is the first project of Yanlord in Suzhou. Situated at 1808 and 2388 Tongda Road, Yanlord Peninsula (Townhouse) is a lakeside villa project in the high-end residential area of Suzhou in the vicinity of Jinji Lake and Dushu Lake. While enjoying 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 sq km Dushu Lake, Yanlord Peninsula (Townhouse), made up of 350 townhouses and duplexes, has a total GFA of around 92,000 sqm. The 1.5 km lake coast line, together with crossing canals, offers the project with superb view and privacy. The architecture of the project is that of a coach house which provides customers with brand-new experiences, and was ranked among the Top 10 Best Properties in the scenic city in Annual Report

42 Tianjin Yanlord Riverside Plaza Tianjin Yanlord Riverside Plaza Yanlord 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 approximately 95,000 sqm and has a total GFA of approximately 520,000 sqm of which approximately 337,000 sqm is above ground. The project is a modern building complex that incorporates residential apartments, an office building and retail spaces. With the addition of a large-scale central complex and a pedestrian shopping street to the region, the office building in the northwest will also be a 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 the project. Yanlord Riverside Plaza, with multiple facets of commerce, recreation, and tourism, is set to be an iconic project in Tianjin Annual Report 2009

43 Zhuhai Yanlord Marina Centre Zhuhai Yanlord Marina Centre Yanlord 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 approximately 217,000 sqm. Construction commenced in The project comprises a 5-star hotel, high-grade residence, offices and retail shops. The Group is in discussions with a world-renowned hospitality group to manage the hotel. The sea-view hotel, residential apartments, offices and the shopping arcades are slated to be key highlights of Zhuhai s future skyline. Annual Report

44 Board of Directors Mr. Zhong Sheng Jian Chairman and CEO Mr. Zhong Siliang Executive Director 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, 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, Singapore-Guangdong Collaboration Council and Network China. He is also a member of the Tianjin People s Political Consultative Conference Standing Committee and has also been appointed as Chairman, International Affairs Committee of the Singapore Chinese Chamber of Commerce & Industry and Board Member of Business China. Mr. Zhong Siliang is our executive director and was appointed as our director on May 11, His last re-election as director was on April 29, 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 developments and conducts feasibility studies on potential property transactions for 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 Mr. Zhong Siliang graduated with a Bachelor Degree in Business Administration from University of Portsmouth, England in Annual Report 2009

45 Board of directors Ms. Chan Yiu Ling Executive Director Mr. Hong Zhi Hua Executive Director Ms. Chan Yiu Ling is our executive director and was appointed as our director on May 11, Her last re-election as director was on April 29, 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 Mr. Hong Zhi Hua is our executive director and was appointed as our director on September 20, His last re-election as director was on April 27, 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. Annual Report

46 Board of Directors Mr. Ronald Seah Lim Siang Lead Independent Director Mr. Ng Ser Miang Independent Director Mr. Ronald Seah Lim Siang is our lead independent director and was appointed to the Board on May 11, His last re-election as director was on April 29, Over a 26-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 Mr. Ng Ser Miang is our independent director and was appointed as our director on May 11, His last re-election as director was on 29 April, He has been the Chairman and founder of TIBS International Pte. Ltd. since 1981 and is a Vice Presdent of the International Olympic Committee (IOC). He is also the Chairman of the National Trades Union Congress Choice Homes Co-operative Ltd. and NTUC Fairprice Cooperative Ltd., WBL Corporation Limited and an independent director of SPH Holdings 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 He is on the Resource Panel (Chinese Newspaper Division) of the Singapore Press Holdings Ltd. and was the Chairman of the Singapore Sports Council from 1991 to Mr. Ng was appointed a Justice of the Peace in September 2005 and was a Nominated Member of Parliament from June 2002 to January 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 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). 44 Annual Report 2009

47 Board of directors Ms. Ng Shin Ein Independent Director Lieutenant-General (Retired) Ng Jui Ping Independent Director Ms Ng Shin Ein is our independent director and was appointed to the Board on May 11, Her last re-election as director was on April 29, 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 board of NTUC Fairprice, and First Resources Limited, a listed palm oil company. Lieutenant-General Ng Jui Ping (Retired) is our independent director and was appointed on September 20, His last re-election as director was on April 27, He leads his own consulting business, August Asia Consulting Pte Ltd and holds selective non-executive Board positions in other companies. He is currently an Independent Director on the Board of SGX Mainboard-listed Pacific-Andes (Holdings) Limited. Mr Ng has a distinguished 30-year military career that culminated with his appointment as the Chief of Defence Force, Singapore, from 1992 to He has received numerous awards for distinguished service to Singapore, including the Meritorious Service Medal (Military) in 1995 and has been conferred prestigious awards by regional countries. Upon retirement from his military career, Mr Ng entered the private sector and co-founded an IT/Internet company that was listed on the SGX Mainboard in Jan To-date, Mr Ng has held various positions including Deputy Chairman of the Central Provident Fund Board, Singapore; Director of PSA International Pte Ltd., Chairman of PSA s China and North East Asia grouping; Chairman of Chartered Industries of Singapore Pte Ltd; Corporate Advisor to Singapore Technologies Pte Ltd and Singapore Technologies Engineering Ltd; Chairman, Singapore Technologies Automotive Ltd, Chairman, Ordnance Development & Engineering of Singapore (1996) Pte Ltd and Vice-President of the Football Association of Singapore. He was also an advisor to Aldar, the largest Abu Dhabi property developer, and to Chesterton International Property Consultants Pte Ltd. General Ng holds a Masters of Arts degree in History from Duke University, USA and completed the Advanced Management Programme in Harvard Business School, USA. Annual Report

48 KEY MANAGEMENT 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 Prior to joining Yanlord, he was a manager of Lufeng City Finance and Commercial Trading Co., Ltd from 1992 to 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 Executive Vice-President since April She has also been our Group General Counsel and Company Secretary since 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 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 Mr. Chan graduated with a Bachelor of Arts in Accountancy with Second Class Honors, Upper Division, from the City University of Hong Kong in 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 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. 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 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 Masters degree in Economics from the Nanjing University in the PRC in He is also a registered cost engineer. 46 YANLORD AND GROUP LIMITED Annual Report 2009

49 Key management 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 subsidiary from 2004 to Between 2002 and 2004, Mr. Xiao was the general manager of our Chengdu subsidiary. 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 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 He was first involved in the international trading business of Yanlord Holdings until 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 Mr. Lam Ching Fung has been the General Manager of our Zhuhai operations since 2005 and assumed the role of General Manager of our Shenzhen operations in May He is responsible for the overall management of our operations in Zhuhai and Shenzhen. 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 assumed the role of General Manager of our Tianjin operations in May Prior to this, Mr Dai was the General Manager of our Shenzhen operations since February In addition he is also our Group s chief engineer and the vice general manager of our Shanghai subsidiary. Mr. Dai joined our Shanghai subsidiary in March 1993 and rose through the ranks as an electric engineer, 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 Mr. Dai graduated from Shanghai Textile Technology College and majored in Industrial Automation. Mr. Dai is a certified supervisory engineer. Mr. Chung Chiu Yan has been an Executive Director of one of our subsidiaries, Yanlord Investment (Nanjing) Co., Ltd. since 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 Mr. Chung graduated from China Guangdong Province Lufeng Longshan High School in 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 Annual Report

50 CORPORATE INFORMATION BOARD OF DIRECTORS Zhong Sheng Jian, Chairman and Chief Executive Officer Zhong Siliang, Executive Director Chan Yiu Ling, Executive Director Hong Zhi Hua, Executive Director Ronald Seah Lim Siang, Lead Independent Director Ng Ser Miang, Independent Director Ng Shin Ein, Independent Director Ng Jui Ping, Independent Director AUDIT COMMITTEE Ronald Seah Lim Siang, Chairman Ng Shin Ein Ng Jui Ping NOMINATING COMMITTEE Ng Ser Miang, Chairman Ronald Seah Lim Siang Zhong Sheng Jian REMUNERATION COMMITTEE Ng Jui Ping, Chairman Ronald Seah Lim Siang Ng Shin Ein RISK MANAGEMENT COMMITTEE Ng Shin Ein, Chairman Ng Ser Miang Ng Jui Ping Zhong Sheng Jian EXECUTIVE VICE-PRESIDENT / COMPANY SECRETARY Tan Shook Yng GROUP FINANCIAL CONTROLLER Jim Chan Chi Wai HEAD, CORPORATE FINANCE AND RELATIONS Anyi Wang REGISTERED OFFICE 9 Temasek Boulevard #36-02 Suntec Tower Two Singapore Tel: (65) Fax: (65) Registration No.: K WEBSITE AUDITORS Deloitte & Touche LLP 6 Shenton Way #32-00 DBS Building Tower Two Singapore Partner-in-charge: Wong-Yeo Siew Eng (Appointed on April 29, 2008) SHARE REGISTRAR AND TRANSFER OFFICE Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place Singapore Land Tower #32-01 Singapore (Appointed on March 7, 2006) PRINCIPAL BANKERS Industrial and Commercial Bank of China Bank of Shanghai The Hongkong and Shanghai Banking Corporation Ltd The Royal Bank of Scotland Standard Chartered Bank DBS Bank Ltd STOCK EXCHANGE LISTING Singapore Exchange Securities Trading Limited DATE AND COUNTRY OF INCORPORATION 13 February 2006, Singapore 48 Annual Report 2009

51 CORPORATE GOVERNANCE STATEMENT 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. 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 fi nancial 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 suffi ciently fl exible 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 fi nancial 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 Zhong Sheng Jian Zhong Siliang 6 6 Chan Yiu Ling 6 6 Hong Zhi Hua 6 5 Ronald Seah Lim Siang Ng Ser Miang Ng Shin Ein Ng Jui Ping Notes: * Refl ects the number of meetings held during the time that the director held offi ce. - 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. Zhong Sheng Jian: Chairman and Chief Executive Officer 2. Zhong Siliang: Executive Director 3. Chan Yiu Ling: Executive Director 4. Hong Zhi Hua: Executive Director 5. Ronald Seah Lim Siang: Lead Independent Director 6. Ng Ser Miang: Independent Director 7. Ng Shin Ein: Independent Director 8. Ng Jui Ping: Independent Director 49

52 CORPORATE GOVERNANCE STATEMENT 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 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 Ronald Seah Lim Siang as its lead independent director. The Chairman, Zhong Sheng Jian is responsible for, among others, exercising control over the quality, quantity and timeliness of the fl ow 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: Principle 5: Board Membership 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 Ng Ser Miang who is not directly associated with a substantial shareholder as prescribed in the Code. The other 2 members are Zhong Sheng Jian and 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) (b) (c) reviewing and recommending the nomination and re-election of our directors having regard to the director s contribution and performance; determining on an annual basis whether or not a director is independent; and 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 reelection 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. 50

53 CORPORATE GOVERNANCE STATEMENT 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: Principle 8: Principle 9: Procedure for Developing Remuneration Policies Level and Mix of Remuneration Disclosure of Remuneration Remuneration Committee ( RC ) The RC comprises 3 members, all of whom are independent directors. The chairman of the RC is Ng Jui Ping and the other 2 members are Ronald Seah Lim Siang and 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 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 and top 5 key executive officers (who are not also directors) 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 benefi ts-in-kind) paid or payable to each of the following personnel as at 31 December 2009 ( FY2009 ) based on their respective employment periods served in FY2009, in bands of S$250,000, are as follows: (1) Remuneration of Directors for FY2009 Remuneration Bands Basic Salary Annual Performance Incentive Directors Fees Other benefits including benefits in kind Total S$5,000,000 to S$5,249,999 Zhong Sheng Jian 5% 94.7% 0 0.3% 100% S$250,000 to S$499,999 Hong Zhi Hua 69% 31% % Below S$250,000 Chan Yiu Ling 75% 25% % Zhong Siliang 77% 23% % Ronald Seah Lim Siang % 0 100% Ng Ser Miang % 0 100% Ng Shin Ein % 0 100% Ng Jui Ping % 0 100% 51

54 CORPORATE GOVERNANCE STATEMENT (2) Remuneration of the top 5 Key Executive Officers (who are not also directors) for FY2009 Remuneration Bands Basic Salary Annual Performance Incentive Directors Fees Other benefits including benefits in kind Total S$250,000 to S$499,999 Chen Yue 71% 29% % Tan Shook Yng 75% 25% % Dai Gang 60% 40% % Below S$250,000 Chan Chi Wai 75% 25% % Lam Ching Fung 59% 41% % 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 FY2009 are related to our Chairman and CEO, Zhong Sheng Jian and our Executive Director, 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 fi nancial 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 authorizes 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 Ronald Seah Lim Siang and the other 2 members are Ng Shin Ein and 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. 52

55 CORPORATE GOVERNANCE STATEMENT Our AC will meet periodically to perform the following functions: (a) (b) (c) (d) (e) (f) (g) (h) (i) 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; 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; 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); 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; consider and recommend the appointment or re-appointment of the external auditors and matters relating to the resignation or dismissal of the auditors; review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual; review potential conflicts of interest, if any; 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 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. 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 FY2009, 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. 53

56 CORPORATE GOVERNANCE STATEMENT Risk Management Committee ( RMC ) The RMC comprises 4 members. The chairman of the RMC is Ng Shin Ein and the other 3 members are Zhong Sheng Jian, Ng Ser Miang and Ng Jui Ping. The RMC is guided by its terms of reference which set out its responsibilities including: (a) (b) (c) identifying, measuring, managing and controlling risks that may have a significant impact on our property development activities; reviewing and assessing our risk related policies and methodologies; and considering and reviewing matters that may have a signifi cant 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 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 full year financial statements and two weeks before the announcement of the Company s financial statements for each of the first three quarters of its financial year. 54

57 REPORT OF THE DIRECTORS The directors present their report together with the audited consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company for the financial year ended December 31, 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 benefi ts 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: Name of directors and companies in which interests are held The Company a) Ordinary shares Holdings registered in the name of directors At beginning of year At end of year Holdings in which directors are deemed to have an interest At beginning of year At end of year Zhong Sheng Jian (1) 1,987,000 5,487,000 1,277,514,000 1,267,514,000 Zhong Siliang 20, ,0 0 0 Chan Yiu Ling (2) 20,000 20,000 5,000 25,000 Hong Zhi Hua (3) 310, ,0 0 0 Ronald Seah Lim Siang 50, ,0 0 0 Ng Ser Miang 30 0, ,0 0 0 Ng Shin Ein 38, ,

58 REPORT OF THE DIRECTORS 3 DIRECTORS INTERESTS IN SHARES AND DEBENTURES (Cont d) Name of directors and companies in which interests are held b) Convertible notes due 2012 ($ 000) Holdings registered in the name of directors At beginning of year At end of year Holdings in which directors are deemed to have an interest At beginning of year At end of year Zhong Sheng Jian 16,750 Ng Ser Miang Ng Shin Ein (1) Zhong Sheng Jian is deemed to be interested in 1,267,514,000 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) 25,000 shares in the Company held by the spouse of Chan Yiu Ling. (3) Interest held via nominee account. The directors beneficial interest in other related corporations shares and debentures were as follows: Name of directors and companies in which interests are held Immediate holding company Yanlord Holdings Pte. Ltd. (Ordinary shares) Holdings registered in the name of directors At beginning of year At end of year Holdings in which directors are deemed to have an interest At beginning of year At end of year 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, the relevant directors are deemed to have an interest in the Company and all the related corporations of the Company. The directors interests in the shares and convertible notes of the Company as at January 21, 2010 were the same as at December 31, DIRECTORS RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS Since the beginning of the financial year, no director has received or become entitled to receive a benefi t 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, except as disclosed in these financial statements or the financial statements of the relevant related corporations within the Group, if any. Certain directors received remuneration from related corporations in their capacity as directors and/or executives of those related corporations. 56

59 REPORT OF THE DIRECTORS 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 ( Pre-IPO ESOS Committee ) comprising the following members: Zhong Sheng Jian Zhong Siliang Chan Yiu Ling Ronald Seah Lim Siang Chairman and Chief Executive Officer Executive Director Executive Director 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 at beginning of year Granted Exercised Lapsed Balance at end of year Exercise period Exercise price per share June 21, ,402,000 (2,090,000) 5,312,000 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 Options granted during the year Aggregate options granted since commencement of Pre-IPO ESOS up to end of year Aggregate options lapsed since commencement of Pre-IPO ESOS up to end of year Aggregate options outstanding as at end of year Chan Yiu Ling 700, ,000 Hong Zhi Hua 300, ,000 Zhong Siliang 300, ,000 The directors interests in the options of the Company as at January 21, 2010 were the same as at December 31,

60 REPORT OF THE DIRECTORS 5 SHARE OPTIONS AND CONVERTIBLE NOTES (Cont d) 5.1 Yanlord Land Group Pre-IPO Share Option Scheme ( Pre-IPO ESOS ) (Cont d) (d) During the financial year, (i) (ii) no participant to the Pre-IPO ESOS is a controlling shareholder of the Company nor its associates; and 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 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 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 specifi es, the vesting schedule. The Board of Directors may at any time amend, suspend or terminate the ESOS 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 specifi cally 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 Convertible Notes The Company issued convertible notes due in 2012 and convertible notes due in 2014 in 2007 and in the financial year respectively as disclosed in Note 21 to the financial statements. 58

61 REPORT OF THE DIRECTORS 6 OPTIONS EXERCISED During the financial year, 2,090,000 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 Ng Jui Ping Ng Shin Ein Chairman and Lead Independent Director Independent Director 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. 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 24,

62 STATEMENT OF DIRECTORS In the opinion of the directors, the consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company set out on pages 62 to 114 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, 2009, 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 24,

63 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 statements of financial position of the Group and the Company as at December 31, 2009, the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows 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 62 to 114. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these fi nancial 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 account and balance sheet 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 fi nancial 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 fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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) (b) the consolidated financial statements of the Group and the statement of financial position 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, 2009 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 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 24,

64 STATEMENTS OF FINANCIAL POSITION December 31, 2009 GROUP COMPANY Note $ 000 $ 000 $ 000 $ 000 ASSETS Non-current assets Property, plant and equipment 7 34,997 39,078 Investment properties 8 667, ,324 Properties for development 9 1,954,692 2,150,667 Investments in subsidiaries , ,319 Investments in jointly controlled entities 11 28,340 Available-for-sale investment 12 10,220 10,445 Intangible asset Deferred tax assets 14 17,254 5,637 Total non-current assets 2,713,108 2,553, , ,319 Current assets Inventories Completed properties for sale 9 240, ,244 Properties under development for sale 9 2,111,133 1,246,708 Trade receivables 1,621 1,547 Other receivables and deposits ,686 41,923 Non-trade amounts due from: Subsidiaries 5 1,532,930 1,352,640 Jointly controlled entities Minority shareholders of subsidiaries ,008 83,808 Other related party Held-for-trading investment 17 2,017 1,101 Pledged bank deposits 18 5,042 8,272 Cash and bank balances 18 1,357, , , Total current assets 3,993,588 2,265,901 1,780,174 1,353,020 Total assets 6,706,696 4,819,180 2,295,493 1,868,339 62

65 STATEMENTS OF FINANCIAL POSITION December 31, 2009 GROUP COMPANY Note $ 000 $ 000 $ 000 $ 000 EQUITY AND LIABILITIES Capital and reserves Share capital 19 1,454,576 1,226,168 1,454,576 1,226,168 Reserves 920, ,157 60,022 35,093 Equity attributable to equity holders of the Company 2,374,955 1,869,325 1,514,598 1,261,261 Minority interests 810, ,051 Total capital and reserves 3,185,037 2,330,376 1,514,598 1,261,261 Non-current liabilities Bank loans - due after one year , ,366 Convertible notes , , , ,562 Deferred tax liabilities ,875 46,640 Non-trade amount due to: A minority shareholder of a subsidiary 16 40,592 69,564 Total non-current liabilities 1,331,358 1,269, , ,562 Current liabilities Trade payables , ,511 Other payables 23 1,081, ,790 10, Non-trade amounts due to: A subsidiary 5 99, ,538 Directors 6 5,319 7,186 5,280 7,045 A shareholder , ,470 Minority shareholders of subsidiaries 16 30,655 3,984 Other related party 6 1 Income tax payable 457, ,391 Bank loans - due within one year , ,339 Total current liabilities 2,190,301 1,219, , ,516 Total equity and liabilities 6,706,696 4,819,180 2,295,493 1,868,339 See accompanying notes to financial statements. 63

66 CONSOLIDATED INCOME STATEMENT Financial year ended December 31, 2009 GROUP Note $ 000 $ 000 Revenue 24 1,599,686 1,007,217 Cost of sales (706,695) (447,749) Gross profit 892, ,468 Other operating income , ,414 Selling expenses (26,895) (20,469) Administrative expenses (61,642) (61,131) Other operating expenses (1,486) (4,660) Finance cost 26 (18,308) (4,739) Share of loss of jointly controlled entities (166) Profit before income tax 929, ,883 Income tax 27 (493,489) (266,927) Profit for the year , ,956 Attributable to: Equity holders of the Company 325, ,841 Minority interests 110,199 88, , ,956 Earnings per share (cents) 29 - Basic Diluted See accompanying notes to financial statements. 64

67 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Financial year ended December 31, 2009 GROUP Note $ 000 $ 000 Profit for the year , ,956 Other comprehensive (expense) income: Currency translation difference (97,032) 151,169 Other comprehensive (expense) income for the year (97,032) 151,169 Total comprehensive income for the year 338, ,125 Total comprehensive income attributable to: Equity holders of the Company 249, ,999 Minority interests 89, , , ,125 See accompanying notes to financial statements. 65

68 STATEMENTS OF CHANGES IN EQUITY Financial year ended December 31, 2009 Note Share capital Currency translation reserve Equity reserve Statutory reserve Merger deficit Other reserve Accumulated profits Attributable to equity holders of the Company Minority interests Total $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 GROUP Balance at January 1, ,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535, ,607 1,989,799 Total comprehensive income for the year 124, , , , ,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 33 1,148 1,148 1,148 Change of interest in a subsidiary (15) (15) Acquisition of a subsidiary Return of minority shareholder s share of reserves (14,298) (14,298) Capital injection by minority shareholders 14,691 14,691 Dividends 30 (22,092) (22,092) (22,092) Dividends declared to minority shareholders (109,697) (109,697) Appropriations 26,036 (26,036) Balance at December 31, ,226,168 83,675 49,859 69,178 (386,571) (48,628) 875,644 1,869, ,051 2,330,376 Total comprehensive (expense) income for the year (75,843) 325, ,513 89, ,523 Issuance of shares pursuant to offering exercise, net of expenses 225, , ,724 Issuance of shares under Pre-IPO Share Option Scheme 2,684 (761) 1,923 1,923 Recognition of equity component of convertible notes, net of expenses (Note A) 59,874 59,874 59,874 Change of interest in a subsidiary (8,879) (8,879) 8,879 Return of minority shareholder s share of reserves (10,083) (10,083) Capital injection by minority shareholders 375, ,866 Dividends 30 (22,525) (22,525) (22,525) Dividends declared to minority shareholders (114,641) (114,641) Appropriations 25,664 (25,664) Balance at December 31, ,454,576 7, ,972 94,842 (386,571) (57,507) 1,152,811 2,374, ,082 3,185,037 Note A: Included in the total share issue expenses was non-audit fee paid to the auditors of the Company amounting to $72,813 in connection with the offering exercise of convertible notes. See accompanying notes to financial statements. 66

69 STATEMENTS OF CHANGES IN EQUITY Financial year ended December 31, 2009 Note Share capital Equity reserve Accumulated losses Total $ 000 $ 000 $ 000 $ 000 COMPANY Balance at January 1, ,219,081 50,720 (54,869) 1,214,932 Total comprehensive 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 33 1,148 1,148 Dividends 30 (22,092) (22,092) Balance at December 31, ,226,168 49,859 (14,766) 1,261,261 Total comprehensive expense for the year (11,659) (11,659) Issuance of shares pursuant to offering exercise, net of expenses 225, ,724 Issuance of shares under Pre-IPO Share Option Scheme 2,684 (761) 1,923 Recognition of equity component of convertible notes, net of expenses (Note A) 59,874 59,874 Dividends 30 (22,525) (22,525) Balance at December 31, ,454, ,972 (48,950) 1,514,598 Note A: Included in the total share issue expenses was non-audit fee paid to the auditors of the Company amounting to $72,813 in connection with the offering exercise of convertible notes. See accompanying notes to financial statements. 67

70 CONSOLIDATED STATEMENT OF CASH FLOWS Financial year ended December 31, 2009 GROUP $ 000 $ 000 Operating activities Profit before income tax 929, ,883 Adjustments for: (Recovery) allowance for doubtful debts and bad debts written off (1) 1 Depreciation expense 4,407 3,900 Dividend income from available-for-sale investment (1,193) (3,115) Dividend income from held-for-trading investment (43) (27) Equity-settled share-based payment expense 1,148 Fair value gain on investment properties (120,691) (81,220) Fair value (gain) loss on held-for-trading investment (374) 2,155 Finance cost 18,308 4,739 Goodwill written off 632 Gain on acquisition of additional interest from a minority shareholder (15) Interest income (6,690) (7,957) Excess of fair values of net identifiable assets acquired over the cost of combination (70) Net loss (gain) on disposal of property, plant and equipment 22 (11) Net (gain) loss on disposal of investment properties (160) 109 Share of loss of jointly controlled entities 166 Operating cash flows before movements in working capital 822, ,222 Properties for development (705,984) (527,134) Inventories (46) 2,783 Completed properties for sale 262,076 (405,903) Properties under development for sale (173,962) 48,878 Trade and other receivables and deposits (58,660) 8,437 Trade and other payables 904,684 (166,142) Cash generated from (used in) operations 1,050,833 (537,859) Interest paid (52,970) (90,307) Income tax paid (249,272) (130,912) Net cash from (used in) operating activities 748,591 (759,078) 68

71 CONSOLIDATED STATEMENT OF CASH FLOWS Financial year ended December 31, 2009 GROUP Note $ 000 $ 000 Investing activities Acquisition of a subsidiary 32 (4,931) (134,742) Investments in jointly controlled entities 11 (28,500) Dividend received from available-for-sale investment 1,193 3,115 Dividend received from held-for-trading investment Interest received 5,352 7,247 Decrease (increase) in pledged bank deposits 3,230 (5,117) Proceeds on disposal of property, plant and equipment Proceeds on disposal of investment properties 2,093 1,094 Purchase of property, plant and equipment (2,331) (8,930) Purchase of intangible asset (128) Purchase of held-for-trading investment (603) Advance to jointly controlled entities (25) Advance to minority shareholders of subsidiaries (117,385) (67,313) Advance to other related party (38) Net cash used in investing activities (141,646) (204,657) Financing activities Dividend paid (22,525) (22,092) Dividends paid to minority shareholders of subsidiaries (75,723) (41,719) Net proceeds on issue of new shares 225,724 Net proceeds on issue of new shares under Pre-IPO Share Option Scheme 1,923 5,078 Net proceeds on issue of convertible notes 369,515 Proceeds from bank loans 567, ,725 Repayment of bank loans (963,782) (213,457) Repayment to directors (1,867) (1,425) (Repayment to) advance from a shareholder (4,420) 3,565 (Repayment to) advance from minority shareholders of subsidiaries (2,563) 36,302 Repayment to other related parties (1) (17) Cash injection from minority shareholders of subsidiaries 375,866 14,691 Return of minority shareholder s share of reserves (10,083) (14,298) Net cash from financing activities 459, ,353 Net increase (decrease) in cash and cash equivalents 1,066,875 (500,382) Cash and cash equivalents at beginning of year , ,857 Effect of exchange rate changes on the balance of cash held in foreign currencies (85,557) 173,266 Cash and cash equivalents at end of year 18 1,357, ,741 See accompanying notes to financial statements. 69

72 NOTES TO FINANCIAL STATEMENTS December 31, GENERAL The Company (Registration No K) 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 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 fi nancial statements of the Group and statement of fi nancial position and statement of changes in equity of the Company for the financial year ended December 31, 2009 were authorised for issue by the Board of Directors on March 24, 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, 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 except as disclosed below: FRS 1 - Presentation of Financial Statements (Revised) FRS 1 (2008) has introduced terminology changes (including revised titles for the financial statements) and changes in the format and content of the financial statements. In addition, the revised Standard requires the presentation of a third statement of financial position at the beginning of the earliest comparative period presented if the entity applies new accounting policies retrospectively or makes retrospective restatements or reclassifi es items in the fi nancial statements. Amendments to FRS 40 Investment Property As part of Improvements to FRSs (issued on October 2008), FRS 40 has been amended to include within its scope investment property in the course of construction. Therefore, following the adoption of the amendments and in line with the Group s general accounting policy, investment property under construction is measured at fair value (where that fair value is reliably determinable), with changes in fair value recognised in profit or loss. The Group had previously accounted for such assets at cost under properties under development for sale. The change has been applied prospectively from January 1, 2009 in accordance with the relevant transitional provisions. In 2009, $213.1 million of properties still under development were reclassifi ed from properties under development for sale to investment properties at the carrying cost. As at the end of reporting period, $44.8 million was stated at cost as it cannot be reliably valued due to the early stage of construction. The remaining amount transferred of $168.3 million was subsequently remeasured at fair value. Amendments to FRS 107 Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments The amendments to FRS 107 expand the disclosures required in respect of fair value measurements and liquidity risk. The Group has elected not to provide comparative information for these expanded disclosures in the current year in accordance with the transitional reliefs offered in these amendments. 70

73 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) FRS Operating Segments The Group adopted FRS 108 with effect from January 1, 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, the predecessor Standard (FRS 14 Segment Reporting) required an entity, to identify two sets of segments (Business and Geographical), using a risks and rewards approach, with the entity s system of internal fi nancial reporting to key management personnel serving only as the starting point for the identifi cation of such segments. As a result, following the adoption of FRS 108, the identification of the Group s reportable segments has changed (Note 31). The comparative have been disclosed to conform to the requirements of FRS 108. The management anticipates that the adoption of the FRSs, INT FRSs and amendments to FRS that were issued but not effective at the date of authorisation of these financial statements and are relevant to the Group and the Company will not have a 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 27 (Revised) Consolidated and Separate Financial Statements; and FRS 103 (Revised) Business Combinations FRS 27 (Revised) will be effective for annual periods beginning on or after July 1, FRS 103 (Revised) is effective for business combinations for which the acquisition date is on or after the beginning of the fi rst annual reporting period beginning on or after July 1, Apart from matters of presentation, the principal amendments to FRS 27 that will impact the Group concern the accounting treatment for transactions that result in changes in a parent s interest in a subsidiary. It is likely that these amendments will significantly affect the accounting for such transactions in future accounting periods, but the extent of such impact will depend on the detail of the transactions, which cannot be anticipated. The changes will be adopted prospectively for transactions after the date of adoption of the revised Standard and, therefore, no restatement will be required in respect of transactions prior to the date of adoption. Similarly, FRS 103 relates to accounting for business combination transactions. The changes to the Standard are signifi cant, but their impact can only be determined once the detail of future business combination transactions is known. The amendments to FRS 103 will be adopted prospectively for transactions after the date of adoption of the revised Standard and no restatement will be required in respect of transactions prior to the date of adoption. BASIS OF CONSOLIDATION - The consolidated fi nancial statements incorporate the fi nancial 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 income 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 identifi ed 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 fi nancial statements, investments in subsidiaries are carried at cost less any impairment in net recoverable value that has been recognised in profit or loss. 71

74 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) 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. 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 identifi able assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group s interest in the net fair value of the acquiree s identifi able assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profi t 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 fi nancial liabilities are recognised on the Group s statement of financial position 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 fi nancial 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 form 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 are 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. 72

75 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) FVTPL are stated at fair value, with any resultant gain or loss recognised in profi t or loss. The net gain or loss recognised in profi t or loss incorporates any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 4. 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 fi xed 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 the end of each reporting period. 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 fi nancial 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 profi t 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 in other comprehensive income. 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. 73

76 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) Financial liabilities and equity instruments Classification as debt or equity Financial liabilities and equity instruments issued by the Group are classifi ed 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 components of compound instruments are classifi ed separately as fi nancial 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 reclassifi ed to share capital. No gain or loss is recognised on conversion. Embedded derivatives Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value with changes in fair value recognised in profit or loss. An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and it is not expected to be realised or settled within 12 months. Other embedded derivatives are presented as current assets or current liabilities. 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. 74

77 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) 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 recognised on a straightline basis over the lease term. The Group as lessee Rentals payable under operating leases are charged to profi t or loss 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 future development or land where management is in the process of obtaining permits prior to the commencement of physical construction and sale in the normal course of business. They are stated at cost less allowance for any impairment in value. 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 under 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 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 to the unsold properties with such apportionment based on floor area. Net realisable value is determined by reference to sale proceeds of properties sold in the ordinary course of business less all estimated selling expenses; or estimated by management in the absence of comparable transactions taking into consideration 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. Depreciation is charged so as to write off the cost of property, plant and equipment, other than construction-inprogress, 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 are properties held to earn rental income and/or for capital appreciation and properties under construction for such purposes, are measured initially at cost, including transaction costs and subsequent to initial recognition, 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 profi t or loss for the period in which they arise. Where there is an inability to determine fair value reliably when comparable market transactions are infrequent and alternative reliable estimates of fair value are not available, the investment property is measured at cost. 75

78 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) 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 benefi t 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 any impairment loss. IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At the end of each reporting period, 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. 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 profi t 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 (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. INTERESTS IN JOINTLY CONTROLLED ENTITIES - A jointly controlled entity is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly controlled entities. The results, assets and liabilities of the jointly controlled entities are incorporated in these fi nancial statements using the equity method of accounting. Under the equity method, investments in the jointly controlled entities are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group s share of the net assets of the jointly controlled entities, less any impairment in the value of individual investments. Where the Group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent of the Group s interest in the jointly controlled entities. 76

79 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) 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 end of the reporting period, 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 equitysettled share-based transactions are set out in Note 33. The fair value determined at the grant date of the equitysettled 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 the end of each reporting period, 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 arises from business combination of entities under common control accounted for using merger accounting method (see Business Combinations ). The merger reserve represents the difference between the aggregate nominal amounts of the share capital of the subsidiaries at the date on which they were acquired by the Group and the nominal amount of the share capital issued by the Company as consideration for the acquisition. STATUTORY RESERVE - Statutory reserve represents the amount transferred from profit after tax 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 towards setting off any accumulated losses or increasing capital. OTHER RESERVE The negative balance in other reserve represents the net excess of purchase consideration over the carrying amount of minority 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. 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 vests 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 over the period when services are rendered. Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. 77

80 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) 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 profit or loss 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 or loss and 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 specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. RETIREMENT BENEFIT COSTS - Payments to defi ned contribution retirement benefi t plans are charged as an expense as they fall due. Payments made to state-managed retirement benefi t 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 benefi ts. 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 as expense when 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 end of the reporting period. 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 income 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 end of the reporting period. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the fi nancial 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. 78

81 NOTES TO FINANCIAL STATEMENTS December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont d) 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 the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient taxable profits will be available to allow all or part of the asset to be recovered. 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 end of the reporting period. 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 outside profit or loss (either in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss (either in other comprehensive income or 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 fi nancial 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 statement of financial position of the Company are presented in Singapore dollars. In preparing the fi nancial 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 the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of each reporting period. 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 profi t 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 in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income. For the purpose of presenting consolidated fi nancial statements, the assets and liabilities of the Group s foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of each reporting period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated signifi cantly 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 other comprehensive income and transferred to the Group s currency 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 recognised in other comprehensive income and accumulated to foreign currency translation reserve. 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. 79

82 NOTES TO FINANCIAL STATEMENTS December 31, 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 signifi cant 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 $42.6 million (2008 : $22.7 million) because the management believes it is more likely than not that such tax loss can be utilised (Note 14). Should future taxable profits not be sufficient to utilise the tax losses, an adjustment to the Group s deferred tax assets would decrease the Group s income in the period where such determination is made. Likewise, if the management determines that the Group is able to utilise all or part of the Group s tax loss of $33.3 million (2008 : $21.8 million), which is currently not expected to be utilised in the future, it would result in future recognition of additional deferred tax assets and increase the Group s income in the period where such determination is made. The Group records deferred tax using the balance sheet liability method at the rates that have been enacted by the end of the reporting period. 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 27, considers the provision of LAT to be adequate. 80

83 NOTES TO FINANCIAL STATEMENTS December 31, CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Cont d) Key sources of estimation uncertainty There are key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, 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, completed properties for sale and properties under development for sale The aggregate carrying amount of these properties totaled $4,306.2 million as at December 31, 2009 (2008 : $3,903.6 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. 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. 81

84 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (a) Categories of financial instruments The following table sets out the financial instruments as at the end of the reporting period: GROUP COMPANY $ 000 $ 000 $ 000 $ 000 Financial assets Fair value through profit or loss: Held-for-trading investment 2,017 1,101 Loans and receivables (including cash and cash equivalents) 1,553, ,017 1,780,174 1,353,020 Available-for-sale investment 10,220 10,445 Financial liabilities Fair value through profit or loss: Derivative financial instrument 7,122 7,122 Amortised cost 1,916,137 2,015, , ,078 (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 (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 enters into transactions 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 end of the reporting period, 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 Assets $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 US dollars 2,314 18,760 1,151, ,087 HK dollars 136, ,190 4,074 3,126 99, , , ,996 RMB 16,056 15,443 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. 82

85 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (b) Financial risk management policies and objectives (Cont d) (i) Foreign exchange risk management (Cont d) 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 by key management personnel in assessing foreign currency risk 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 by 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 an equal and opposite impact on the profit before income tax. US dollar impact HK dollar impact RMB impact $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 GROUP (Decrease) increase in profit before income tax (131) (1,062) 7,498 16,306 (909) (874) COMPANY (Decrease) increase in profit before income tax (65,166) (56,326) (193) 10,066 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 has decreased during the current year due to the reduction of HK dollar denominated bank loans at current year end as compared with the preceding year end. The Group s sensitivity to RMB exchange rate during the current year approximates that of the preceding year as there is no significant change in 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 HK dollar denominated net assets at current year end as compared with the HK dollar denominated net liabilities at 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. (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 obtain fi xed rate borrowings to reduce volatility. However, it may borrow at variable rates when considered economical to do so. 83

86 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (b) Financial risk management policies and objectives (Cont d) (ii) Interest rate risk management (Cont d) Interest rate sensitivity The sensitivity analysis below has been determined based on the exposure to interest rates for nonderivative instruments at the end of the reporting period 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 assessing interest rate risk and represents the 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: profi t before income tax for the year ended December 31, 2009 would decrease/increase respectively by $7.6 million (2008 : decrease/increase respectively by $11.8 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 expense is accrued but may affect profit in future financial years. The Group s sensitivity to interest rates has decreased during the current year mainly due to the decrease in variable rate debt instruments. In 2009, the management is of the view that there is no interest rate risk for the Company. Hence, no sensitivity analysis is presented for the Company. The Company s income statement for the year ended December 31, 2008 was not significantly affected by the changes in interest rates. (iii) Equity price risk management The Group is exposed to equity price risk arising from equity investment classifi ed as held-fortrading. Available-for-sale investment is held for strategic rather than trading purposes. The Group does not actively trade available-for-sale investment. Further details of equity investments can be found in Notes 12 and 17 to the financial statements. The management is of the view that the equity price risk is not signifi cant for the Group due to the relatively small amount of such investments carried. Hence no price sensitivity analysis is presented. (iv) Credit risk management Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in fi nancial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. For sales of properties, sales proceeds are fully settled concurrent with 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 of subsidiaries. In respect of such amounts due from minority interests, securities are provided by undistributed retained earnings of a subsidiary yet to be distributed as dividends and future earnings that will be distributed by a subsidiary to the minority shareholders (Note 16). Information on credit risk relating to other receivables are disclosed in Note

87 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (b) Financial risk management policies and objectives (Cont d) (iv) Credit risk management (Cont d) The Group s maximum exposure to credit risk comprise (i) the sum of the carrying amounts of financial assets recorded in the financial statements, grossed up for any allowances for losses; and (ii) credit risk relating to guarantees of approximately $422.1 million (2008 : $228.8 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 36 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, 2009, the Group had available $846.1 million (2008 : $169.3 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 statement of financial position. GROUP Weighted effective average interest rate On demand or within 1 year More than 1 year to 2 years More than 2 years to 5 years More than 5 years Adjustments Total % $ 000 $ 000 $ 000 $ 000 $ 000 $ Non-interest bearing 432, ,617 Variable interest rate instruments , , ,964 55,009 (94,865) 757,767 Fixed interest rate instruments ,596 45, ,750 (61,975) 725,753 Total 1,039, , ,714 55,009 (156,840) 1,916, Non-interest bearing 442, ,578 Variable interest rate instruments , , ,906 (152,876) 1,179,393 Fixed interest rate instruments , ,064 (29,679) 393,126 Total 816, , ,970 (182,555) 2,015,097 85

88 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (b) Financial risk management policies and objectives (Cont d) (v) Liquidity risk management (Cont d) The maximum amount that the Group could be obliged to settle under the financial guarantee contract in Note 36 is $422.1 million (2008 : $228.8 million). The earliest period that the guarantee could be called is within 1 year (2008 : 1 year) from the end of the reporting period. As mentioned in Note 36, the management considers that the likelihood of these guarantees being called upon is low. COMPANY Weighted effective average interest rate On demand or within 1 year More than More than 1 year to 2 years 2 years to 5 years Adjustments Total % $ 000 $ 000 $ 000 $ 000 $ Non-interest bearing 116, ,087 Fixed interest rate instruments , ,750 (55,564) 657,686 Total 430, ,750 (55,564) 773, Non-interest bearing 280, ,828 Variable interest rate instruments 6.5 2,863 (175) 2,688 Fixed interest rate instruments ,250 (14,688) 323,562 Total 283, ,250 (14,863) 607,078 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. GROUP Weighted effective average interest rate On demand or within 1 year More than 1 year to 5 years More than 5 years Adjustments Total % $ 000 $ 000 $ 000 $ 000 $ Non-interest bearing 1,088,066 10,220 1,098,286 Variable interest rate instruments ,421 (841) 15,580 Fixed interest rate instruments ,229 (3,475) 451,754 Total 1,559,716 10,220 (4,316) 1,565, Non-interest bearing 403,962 10, ,407 Variable interest rate instruments ,927 (1,111) 14,816 Fixed interest rate instruments ,169 (2,829) 80,340 Total 503,058 10,445 (3,940) 509,563 In 2009 and 2008, the Company s non-derivative financial assets are substantially non-interest bearing with expected maturity within a year. 86

89 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (b) Financial risk management policies and objectives (Cont d) (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 fi nancial instruments. The fair values of other classes of fi nancial assets and liabilities are disclosed in the respective notes to the financial statements. The fair values of financial assets and financial liabilities are determined as follows: 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; the fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quoted for similar instruments; and the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available, discounted cash flow analysis is used, based on the applicable yield curve of the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives. 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 21. Except as detailed in the following table and in Note 12, the management considers that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair values: GROUP Carrying amount Fair value Carrying amount Fair value $ 000 $ 000 $ 000 $ 000 Financial Asset Held-for-trading investment - Quoted equity security 2,017 2,017 1,101 1,101 Financial Liabilities Convertible notes 664, , , ,374 In the first year of application of the Amendments to FRS 107, the following disclosures required by FRS A and FRS B are not required for the comparative periods. The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). 87

90 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (b) Financial risk management policies and objectives (Cont d) (vi) Fair value of financial assets and financial liabilities (Cont d) Financial instruments measured at fair value Level 1 Level 2 Level 3 Total $ 000 $ 000 $ 000 $ 000 GROUP 2009 Financial Asset Fair value through profit or loss: Held-for-trading investment 2,017 2,017 Financial Liability Fair value through profit or loss: Derivative financial instrument 7,122 7,122 COMPANY 2009 Financial Liability Fair value through profit or loss: Derivative financial instrument 7,122 7,122 Financial instruments measured at fair value based on level 3 GROUP AND COMPANY Other financial liability at fair value through profit or loss Total $ 000 $ At January 1, 2009 Issuance of convertible notes due 2014 (7,122) (7,122) At December 31, 2009 (7,122) (7,122) Significant assumptions in determining fair value of financial assets and liabilities Derivative financial instruments Fair value is estimated using a Binominal Model that consists of some assumptions that are supportable by observable market rates, which includes risk free rate of 1.14%; volatility rate of 14.58% and expected dividend yield rate of Nil. The interest rate used to discount cash flows was 10.93%, which was derived from factors such as risk free rate and credit spread of comparable companies with similar credit ratings and bonds maturity. 88

91 NOTES TO FINANCIAL STATEMENTS December 31, FINANCIAL RISKS AND MANAGEMENT (Cont d) (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 for this purpose comprises equity attributable to equity holders of the Company as well as minority interests as shown in the consolidated statement of fi nancial position. The net debt to equity ratio as at December 31, 2009 and 2008 were as follows: GROUP $ 000 $ 000 Total debt 1,483,520 1,572,519 Cash and bank balances (1,357,059) (375,741) Net debt 126,461 1,196,778 Equity 3,185,037 2,330,376 Net debt to equity ratio 4.0% 51.4% The Group s overall strategy remains unchanged from The Group is in compliance with externally imposed capital requirements as at December 31, 2009 and 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, interestfree and repayable on demand unless otherwise stated. The Company s non-trade amounts due from subsidiaries that are not substantially denominated in the functional currency of the Company are as follows: COMPANY $ 000 $ 000 US dollars 1,151, ,021 HK dollars 103, ,996 The Company s non-trade amount due to a subsidiary is denominated in HK dollars (2008 : substantially denominated in HK dollars). 89

92 NOTES TO FINANCIAL STATEMENTS December 31, 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 refl ected in these fi nancial statements. The balances with related parties are unsecured, interest-free and repayable on demand unless otherwise stated. In 2008, 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 $ 000 $ 000 Sale of properties to a minority shareholder of a subsidiary (3,632) Sale of properties to related parties (2,530) (5,115) Interest income from minority shareholders of subsidiaries (1,514) (2,341) Other income from a jointly controlled entity (35) Interest expense to a shareholder Interest expense to minority shareholders of subsidiaries 4,594 3,705 Rental expense to a minority shareholder of a subsidiary 111 Rental expense to a related party 1, Consultancy fee to a minority shareholder of a subsidiary 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 $ 000 $ 000 Short-term benefits 9,458 8,989 Post-employment benefits Equity-settled share-based payments 409 9,609 9,450 90

93 NOTES TO FINANCIAL STATEMENTS December 31, PROPERTY, PLANT AND EQUIPMENT Leasehold land and buildings Motor vehicles Furniture, fixtures and equipment Construction in progress Total $ 000 $ 000 $ 000 $ 000 $ 000 GROUP Cost: At January 1, ,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) Exchange difference ,749 At December 31, ,432 11,755 15,653 1,058 54,898 Additions 1,286 1,045 2,331 Cost adjustment (678) (678) Disposals (1,308) (612) (1,920) Exchange difference (575) (207) (316) (23) (1,121) At December 31, ,179 11,526 15,770 1,035 53,510 Accumulated depreciation: At January 1, ,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) Exchange difference At December 31, ,953 6,330 6,537 15,820 Depreciation for the year 773 1,657 2,345 4,775 Eliminated on disposals (1,101) (541) (1,642) Exchange difference (92) (149) (199) (440) At December 31, ,634 6,737 8,142 18,513 Carrying amount: At end of year 21,545 4,789 7,628 1,035 34,997 At beginning of year 23,479 5,425 9,116 1,058 39,078 91

94 NOTES TO FINANCIAL STATEMENTS December 31, INVESTMENT PROPERTIES GROUP $ 000 $ 000 At fair value or cost: Balance as at beginning of year 347, ,901 Transfer from properties under development for sale 213,081 14,752 Transfer from completed properties for sale 17,142 Change in fair value (Note 25) 120,691 81,220 Disposals (1,933) (1,203) Exchange difference (11,683) 15,512 Balance as at end of year 667, ,324 Comprising of: Fair value 622, ,324 Cost 44, , ,324 The fair value of investment properties are stated at the valuation provided by an independent valuer, CB Richard Ellis Limited Hong Kong, for investment properties as at December 31, 2009 and 2008 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, 2009, a serviced apartment building under construction was stated at cost as it cannot be reliably valued due to the early stage of construction as at the end of the reporting period. As at December 31, 2009, the investment properties amounting to $386.7 million (2008 : $30.5 million) were pledged to banks to secure the bank loans granted to the Group (Note 20). The rental income earned by the Group from its investment properties under operating leases amounted to $8.3 million (2008 : $3.1 million). Direct operating expenses arising on the investment properties in the year amounted to $0.1 million (2008 : $0.2 million). 9 PROPERTIES FOR DEVELOPMENT/COMPLETED PROPERTIES FOR SALE/PROPERTIES UNDER DEVELOPMENT FOR SALE GROUP $ 000 $ 000 At cost: Properties for development (Non-current assets) 1,954,692 2,150,667 Completed properties for sale (Current assets) 240, ,244 Properties under development for sale (Current assets) 2,111,133 1,246,708 4,306,189 3,903,619 Properties for development, completed properties for sale and properties under development for sale are located in the PRC. 92

95 NOTES TO FINANCIAL STATEMENTS December 31, PROPERTIES FOR DEVELOPMENT/COMPLETED PROPERTIES FOR SALE/PROPERTIES UNDER DEVELOPMENT FOR SALE (Cont d) Up to December 31, 2009, total interest capitalised are as follows: GROUP $ 000 $ 000 Properties for development 35,179 50,268 Completed properties for sale 6,624 22,134 Properties under development for sale 73,848 49,079 The capitalisation rate is disclosed in Notes 20 and INVESTMENTS IN SUBSIDIARIES COMPANY $ 000 $ 000 Unquoted equity shares, at cost 515, ,319 Details of the Company s subsidiaries at December 31, 2009 are as follows: Name of subsidiary Country of incorporation (or registration) and operation Proportion of ownership interest and voting power held Principal activity % % Held by the Company Yanlord Commercial Property Investments Pte. Ltd. (a) 仁恒商业地产投资有限公司 Yanlord Land Pte. Ltd. (a) 仁恒置地有限公司 Yanlord Land (HK) Co., Ltd. (b) 仁恒地产 ( 香港 ) 有限公司 Singapore Investment holding Singapore Investment holding Hong Kong Investment holding Held by Yanlord Land Pte. Ltd. and its subsidiaries Palovale Pte Ltd (a) 柏龙威有限公司 (1) (2) Yanlord Ho Bee Investments Pte. Ltd. 仁恒和美投资有限公司 Yanlord Property Investments Pte. Ltd. (1) 仁恒地产投资有限公司 Yanlord Property Pte. Ltd. (a) 仁恒地产有限公司 Singapore Investment holding Singapore 50 Investment holding Singapore 100 Investment holding Singapore Investment holding 93

96 NOTES TO FINANCIAL STATEMENTS December 31, INVESTMENTS IN SUBSIDIARIES (Cont d) Name of subsidiary Country of incorporation (or registration) and operation Proportion of ownership interest and voting power held % % Principal activity Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont d) Yanlord Real Estate Pte. Ltd. (a) 仁恒置业发展有限公司 East Hero Investment Ltd. (b) 东亨投资有限公司 Singapore Yanlord Land (HK) Ltd. (b) 新加坡仁恒地产 ( 香港 ) 有限公司 Chengdu Everrising Asset Management Co., Ltd. (b) 成都市恒业东升资产经营管理有限公司 Chengdu Yanlord Investment Management Co., Ltd. (b) 成都仁恒投资管理有限公司 Chengdu Yanlord Property Management Co., Ltd. (b) 成都仁恒物业管理有限公司 Yanlord Land (Chengdu) Co., Ltd. (b) 仁恒置地 ( 成都 ) 有限公司 Guiyang Yanlord Property Co., Ltd. (b) 貴阳仁恒房地产开发有限公司 Guiyang Yanlord Property Management Co., Ltd. (b) 貴阳仁恒物业管理有限公司 Nanjing Yanlord Development Co., Ltd. 南京仁恒置地房产开发有限公司 (3) (b) (1) (b) Nanjing Yanlord Hotel Management Co., Ltd. 南京仁恒酒店管理有限公司 Nanjing Yanlord Property Management Co., Ltd. (b) 南京仁恒物业管理有限公司 Nanjing Yanlord Real Estate Co., Ltd. (b) 南京仁恒置业有限公司 Yanlord Investment (Nanjing) Co., Ltd. (b) 仁恒投资 ( 南京 ) 有限公司 Shenzhen Long Wei Xin Investment Co., Ltd. (b) 深圳市龙威信投资实业有限公司 Yanlord Land (Shenzhen) Co., Ltd. (b) 仁恒置地 ( 深圳 ) 有限公司 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 Singapore Investment holding Hong Kong Investment holding Hong Kong Management service PRC Property development and investment PRC Management service and investment PRC Property management PRC Property development PRC Property development PRC Property management PRC 100 Property development PRC 100 Hotel and serviced apartment management PRC Property management PRC Property development PRC Property development and investment PRC Property development PRC Management service PRC Restaurant operation 94

97 NOTES TO FINANCIAL STATEMENTS December 31, INVESTMENTS IN SUBSIDIARIES (Cont d) Name of subsidiary Country of incorporation (or registration) and operation Proportion of ownership interest and voting power held % % Principal activity Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont d) Shanghai Pudong New District Private Yanlord (4) (b) Kindergarten 上海市浦东新区民办仁恒幼儿园 (2) (b) Shanghai Renjie Hebin Garden Property Co., Ltd. 上海仁杰河滨园房地产有限公司 (4) (b) Shanghai Yanlord Gaoqiao Property Co., Ltd. 上海仁恒高乔房地产有限公司 (5) (b) Shanghai Yanlord Investment Management Co., Ltd. 上海仁恒投资管理有限公司 Shanghai Yanlord Property Co., Ltd. 上海仁恒房地产有限公司 (5) (b) Shanghai Yanlord Property Management Co., Ltd. (b) 上海仁恒物业管理有限公司 Shanghai Yanlord Real Estate Co., Ltd. (b) 上海仁恒置业发展有限公司 Shanghai Yanlord Senlan Real Estate Co., Ltd. 上海仁恒森兰置业有限公司 (5) (b) Shanghai Yanlord Yangpu Property Co., Ltd. 上海仁恒杨浦房地产有限公司 Shanghai Zhongting Property Development Co., (5) (6) (b) Ltd. 上海中庭房地产开发有限公司 (1) (5) (b) Yanlord Land Investment Management (Shanghai) Co., Ltd. (b) 仁恒置地投资管理 ( 上海 ) 有限公司 Suzhou Yinghan Property Development Co., Ltd. (b) 苏州鷹汉房地产开发有限公司 Suzhou Zhonghui Property Development Co., Ltd. (b) 苏州中辉房地产开发有限公司 Yanlord Property (Suzhou) Co., Ltd. (b) 仁恒地产 ( 苏州 ) 有限公司 Tianjin Yanlord Haihe Development Co., Ltd. (b) 天津仁恒海河开发有限公司 Tianjin Yanlord Property Management Co., Ltd. (b) 天津仁恒物业服务有限公司 PRC Kindergarten operation PRC Property development PRC Property development PRC Management service and investment PRC Property development PRC Property management PRC Property development PRC 60 Property development PRC Property development PRC 100 Property development PRC Management service PRC Property development PRC Property development PRC Property development PRC Property development PRC Property management 95

98 NOTES TO FINANCIAL STATEMENTS December 31, INVESTMENTS IN SUBSIDIARIES (Cont d) Name of subsidiary Country of incorporation (or registration) and operation Proportion of ownership interest and voting power held % % Principal activity Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont d) (3) (b) Yanlord Commercial Investment (Tianjin) Co., Ltd. 仁恒商业投资 ( 天津 ) 有限公司 Yanlord Development (Tianjin) Co., Ltd. (b) 仁恒发展 ( 天津 ) 有限公司 Zhuhai Yanlord Industrial Co., Ltd. (b) 珠海仁恒实业有限公司 Zhuhai Yanlord Property Management Co., Ltd. (b) 珠海仁恒物业管理有限公司 Zhuhai Yanlord Real Estate Development Co., Ltd. (b) 珠海仁恒置业发展有限公司 PRC 100 Management service and investment PRC Property development PRC Property development PRC Property management PRC Property development (1) Incorporated during the year. (2) Although the Group does not effectively own more than 50% of the equity shares of these entities, it has control over the fi nancial and operating policies of these entities and hence regards these entities as subsidiaries. (3) Liquidated during the year. (4) The proportion of ownership interest and voting power held is 50.25%. (5) Pursuant to the shareholder agreement signed in 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., committed 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 (equivalent to $144.6 million) into SYP in 2007 (as part of the payment to increase ownership interest in SYP) and paid a further RMB123.1 million (equivalent to $24.4 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 Shanghai Yanlord Yangpu Property Co., Ltd.. In accordance of the shareholder agreement, the minority shareholder of SYP is not entitled to share the results of Shanghai Yanlord Investment Management Co., Ltd., Shanghai Yanlord Senlan Real Estate Co., Ltd., Shanghai Yanlord Yangpu Property Co., Ltd. and Shanghai Zhongting Property Development Co., Ltd.. Upon payment of total consideration of RMB142.2 million (equivalent to $29.5 million) to the minority shareholder in future, SYP will become a wholly-owned subsidiary of the Company. (6) Acquired during the year (Note 32). Notes on auditors (a) (b) Audited by Deloitte & Touche LLP, Singapore. Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes. 96

99 NOTES TO FINANCIAL STATEMENTS December 31, INVESTMENTS IN JOINTLY CONTROLLED ENTITIES GROUP 2009 $ 000 Cost of investments in jointly controlled entities 28,500 Share of post-acquisition loss (166) Share of currency translation reserve 6 28,340 Details of the Group s jointly controlled entities at December 31, 2009 are as follows: Name of jointly controlled entity Country of incorporation (or registration) and operation Proportion of ownership interest and voting power held % % Principal activity Held by Yanlord Land Pte. Ltd. Singapore Intelligent Eco Island Development Pte. (1) (a) Ltd. 新加坡智慧生态岛开发有限公司 Singapore 40 Investment holding Held by Singapore Intelligent Eco Island Development Pte. Ltd. Sino-Singapore Nanjing Eco Hi-tech Island Development (1) (b) Co., Ltd. 中新南京生态科技岛开发有限公司 PRC 20 Property development (1) Incorporated during the year. Notes on auditors (a) (b) Audited by Deloitte & Touche LLP, Singapore. Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes. Summarised financial information in respect of the jointly controlled entities is set out as below: 2009 $ 000 Total assets 70,869 Total liabilities (19) Net assets 70,850 Group s share of net assets of jointly controlled entities 28,340 Loss for the financial year 415 Group s share of loss of jointly controlled entities for the financial year 166 The non-trade amount due from jointly controlled entities is unsecured, interest-free and repayable on demand. 97

100 NOTES TO FINANCIAL STATEMENTS December 31, AVAILABLE-FOR-SALE INVESTMENT GROUP $ 000 $ 000 Unquoted equity shares, at cost 10,220 10,445 The investment included above represents an investment in unquoted equity shares that presents the Group with opportunity for return through dividend income and capital appreciation. The management 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, this investment is stated at cost. The available-for-sale investment is denominated in the functional currency of the respective entity. 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. 13 INTANGIBLE ASSET GROUP $ 000 $ 000 Club membership At December 31, 2009 and 2008, the management assessed that the marketable value of the club membership and determined that it was in excess of its carrying amount. 14 DEFERRED TAXATION GROUP $ 000 $ 000 Deferred tax assets 17,254 5,637 Deferred tax liabilities (118,875) (46,640) (101,621) (41,003) 98

101 NOTES TO FINANCIAL STATEMENTS December 31, DEFERRED TAXATION (Cont d) The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the current and prior reporting year. GROUP Revaluation of investment properties Accelerated tax depreciation and excess of tax deductible expenses Withholding tax Tax losses Total $ 000 $ 000 $ 000 $ 000 $ 000 At January 1, 2008 (23,926) (58) 6,907 (17,077) Charge to income statement for the year (Note 27) (20,702) (2) (1,458) (22,162) Exchange difference (2,012) 248 (1,764) At December 31, 2008 (46,640) (60) 5,697 (41,003) (Charge) credit to income statement for the year (Note 27) (31,334) 6,671 (42,986) 5,415 (62,234) Exchange difference 1, (475) 1,616 At December 31, 2009 (76,630) 6,617 (42,245) 10,637 (101,621) Pursuant to PRC tax regulations, at the end of the reporting period, the Group has unutilised tax losses of $75.9 million (2008 : $44.5 million) available for offset against future profits. A deferred tax asset of $10.6 million (2008 : $5.7 million) has been recognised in respect of $42.6 million (2008 : $22.7 million) of such losses. No deferred tax asset has been recognised in respect of the remaining $33.3 million (2008 : $21.8 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. 15 OTHER RECEIVABLES AND DEPOSITS GROUP $ 000 $ 000 Advances to suppliers 841 1,669 Deposits for purchase of land for development and construction of properties 30,177 10,522 Staff loans 2,651 2,269 Prepayments 13, Sales tax prepayments 41,733 1,034 Interest receivables 357 Other receivables (1) 23,510 26, ,686 41,923 (1) Included in other receivables is an advance of $4.1 million (2008 : $14.8 million) to a PRC government agent for the resettlement of occupants from land which the Group intends to purchase. In 2008, 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. The management considers the credit risk on other receivables and deposits is limited because the counterparties are government agents 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. 99

102 NOTES TO FINANCIAL STATEMENTS December 31, 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 $Nil (2008 : $21.2 million) which bore interest at Nil (2008 : 8.2%) per annum 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 $5.4 million (2008 : $1.9 million) which bore interest at 4.0% (2008 : 4.0%) per annum is secured by undistributed retained earnings of a subsidiary yet to be distributed as dividends to the minority shareholder of that subsidiary. c) Total amount of $15.6 million (2008 : $14.8 million) which bore interest at 5.4% (2008 : 7.5%) per annum is secured by future earnings that will be distributed 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 $40.6 million (2008: $69.6 million) which bears interest at 5.9% (2008: 8.3%) per annum and is repayable within 2 years (2008: 3 years); and a current amount of $27.5 million in 2009 which bears interest at 5.9% per annum. 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 $ 000 $ 000 HK dollars 2,057 2,025 RMB 16,056 15, HELD-FOR-TRADING INVESTMENT GROUP $ 000 $ 000 Quoted equity security, at fair value 2,017 1,101 Held-for-trading investment presents the Group with opportunities for return through dividend income and fair value gains. This investment has no fixed maturity or coupon rate. The fair value of this security is based on the closing quoted market price on the last market day of the financial year. The held-for-trading investment is denominated in HK dollars. 100

103 NOTES TO FINANCIAL STATEMENTS December 31, CASH AND BANK BALANCES AND PLEDGED BANK DEPOSITS GROUP COMPANY $ 000 $ 000 $ 000 $ 000 Cash on hand Cash at bank 914, , Fixed deposits 442,525 52, ,798 Cash and cash equivalents 1,357, , , Pledged bank deposits 5,042 8,272 Pledged bank deposits, cash and bank balances comprise cash held by the Group and short term bank deposits with an original maturity of 3 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 0.7% (2008 : 1.5%) and 4.2% (2008 : 4.3%) per annum respectively. Pledged bank deposits represent deposits pledged to banks to secure certain mortgage loans provided by banks to customers for the purchase of the Group s development properties and as securities for construction contracts required by certain suppliers and local authorities. The cash and bank balances that are not denominated in the functional currencies of the respective entities are as follows: GROUP COMPANY $ 000 $ 000 $ 000 $ 000 US dollars 2,314 18, SHARE CAPITAL GROUP AND COMPANY $ 000 $ 000 Number of ordinary shares Issued and paid up: At beginning of year 1,831,334 1,825,814 1,226,168 1,219,081 Issuance of shares pursuant to offering exercise, net of expenses 110, ,724 Issuance of shares under Pre-IPO Share Option Scheme 2,090 5,520 2,684 7,087 At end of year 1,943,424 1,831,334 1,454,576 1,226,168 Fully paid up ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the Company. 101

104 NOTES TO FINANCIAL STATEMENTS December 31, BANK LOANS GROUP $ 000 $ 000 The bank loans are repayable as follows: On demand or within one year 250, ,339 More than one year but not exceeding two years 125, ,160 More than two years but not exceeding five years 340, ,206 More than five years 41, ,767 1,176,705 Less: Amount due for settlement within 12 months (shown under current liabilities) (250,684) (347,339) Amount due for settlement after 12 months 507, ,366 Secured - Current bank loans 93, ,979 - Non-current bank loans 434, , , ,516 Unsecured 229, , ,767 1,176,705 The above secured bank loans are pledged on the following: GROUP $ 000 $ 000 Properties for development 154, ,123 Completed properties for sale 41, ,871 Properties under development for sale 847, ,548 Investment properties 386,715 30,478 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 $ 000 $ 000 HK dollars 136, ,121 As at the end of the reporting period, the bank loans for the purpose of property development, amounting to $136.5 million (2008 : $288.1 million) bear floating interest rate 1.5% (2008 : 1.5% to 1.6%) plus HIBOR rate of the bank of 2.9% (2008 : 5.09% to 5.13%) per annum due in 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 5.4% (2008 : 7.2%) per annum. The carrying amounts of bank loans approximate their fair values as the interest rates approximate the prevailing market rates. 102

105 NOTES TO FINANCIAL STATEMENTS December 31, CONVERTIBLE NOTES The convertible notes comprise notes issued in 2007 and (a) The convertible notes issued on February 6, 2007 ( Notes 2012 ) will mature on February 6, The Notes 2012 accrue interest at 4.00% per annum, compounded semi-annually. Accrued interest on Notes 2012 is payable only at maturity or upon early redemption, and will be foregone upon conversion of the Notes The conversion price was initially $ per share, and has been adjusted on account of the dividend distributions to $ and $ per share as at December 31, 2008 and 2009 respectively. The conversion price may be further adjusted for certain specified dilutive events. The Notes 2012 are convertible into 127,641,509 and 124,815,535 new ordinary shares of the Company as at December 31, 2009 and 2008 respectively based on the adjusted conversion price at the option of the holders. (b) The convertible notes issued on July 13, 2009 ( Notes 2014 ) will mature on July 13, The Notes 2014 accrue interest at 5.85% per annum with interest payable on January 13 and July 13 of each year, commencing on January 13, The initial conversion price is $ per share and may be further adjusted for certain specifi ed dilutive and other events. The Notes 2014 are convertible into 143,086,080 new ordinary shares of the Company as at December 31, 2009 based on the initial conversion price at the option of the holders. The Company may, at any time on or after July 13, 2011 but before July 3, 2014, mandatorily convert all of the Notes 2014 if the volume weighted average price of the Company s shares was at least 130% of the conversion price in effect on the date of notice. The net proceeds received from the issue of the Notes 2012 and Notes 2014 have been allocated between the liability and equity components. The equity component represents the fair value of the embedded option to convert the liability into equity: GROUP AND COMPANY $ 000 $ 000 Nominal value of Notes 2012 and Notes 2014 issued 852, ,250 Equity component (gross) (129,843) (69,063) Transaction costs (1) (19,457) (14,877) Liability component at date of issue (2) 702, ,310 Cumulative interest charged 92,468 50,564 Interest payable within one year (10,298) Converted to equity (120,312) (120,312) Liability component at end of year (2) 664, ,562 (1) Transaction costs included non-audit fees of $367,943 and $252,430 paid to the auditors of the Company and its affi liated fi rm in 2009 and 2007 respectively in connection with the offering exercise of convertible notes of the Company. (2) Included in liability component is put option of bondholders of Notes 2014 amounting to $7.1 million at date of issue. The management has determined that the fair value of the put option has not changed materially between the date of issue of Notes 2014 and the end of the year. The interest of Notes 2012 charged for the year is calculated by applying an effective interest rate of 8.0% per annum to the liability component since the Notes 2012 were issued. The interest of Notes 2014 charged for the year is calculated by applying an effective interest rate of 11.3% per annum to the liability component for the six-month period since the Notes 2014 were issued. The management estimates the fair value of the liability component of the Notes 2012 at December 31, 2009 to be approximately $343.5 million (2008 : $185.4 million). This fair value has been calculated by assuming redemption on February 6, 2012 and using interest rate of 8.9% (2008 : 27.6%) per annum, compounded semiannually. The interest rate is based on Singapore government s two-year treasury bill rate of 2.6% (2008 : twoyear treasury bill rate of 3.1%) per annum which will mature on April 1, 2012 (2008 : February 1, 2011), a credit spread risk margin of 4.3% (2008 : 19.6%) per annum and holding the liquidity risk rate as a percentage of both the risk free rate and the liquidity risk rate constant. The management is of the view that the carrying amount of Notes 2014 approximates its fair value. Notes 2012 and Notes 2014 are denominated in the functional currency of the Company. 103

106 NOTES TO FINANCIAL STATEMENTS December 31, TRADE PAYABLES GROUP $ 000 $ 000 Outside parties 364, ,511 The average credit period for trade payables is 104 days (2008 : 116 days). The trade payables are substantially denominated in the functional currencies of the respective entities. 23 OTHER PAYABLES GROUP COMPANY $ 000 $ 000 $ 000 $ 000 Advances received from buyers 1,021, ,498 Accrued expenses 19,770 5, Interest payable 11,318 1,098 10,299 Other payables 28,808 87, ,081, ,790 10, The other payables are substantially denominated in the functional currencies of the respective entities. 24 REVENUE GROUP $ 000 $ 000 Gross income from property development 1,645,588 1,034,353 Less: Business tax (82,583) (52,280) Net income from property development 1,563, ,073 Gross income from property investment 9,630 3,454 Less: Business tax (612) (284) Net income from property investment 9,018 3,170 Gross income from others 29,601 23,614 Less: Business tax (1,938) (1,640) Net income from others 27,663 21,974 Total 1,599,686 1,007,

107 NOTES TO FINANCIAL STATEMENTS December 31, OTHER OPERATING INCOME GROUP $ 000 $ 000 Doubtful debts recovered 1 Dividend income from available-for-sale investment 1,193 3,115 Dividend income from held-for-trading investment Fair value gain on investment properties (Note 8) 120,691 81,220 Fair value gain on held-for-trading investment 374 Interest income 6,690 7,957 Excess of fair values of net identifiable assets acquired over the cost of combination 70 Net gain on disposal of property, plant and equipment 11 Net gain on disposal of investment properties 160 Government subsidies 9,940 8,132 Tax subsidies 4,038 Others 5,388 7,914 Total 144, , FINANCE COST GROUP $ 000 $ 000 Interest on bank loans 50,053 71,827 Interest on convertible notes 41,904 24,367 Interest expense to a shareholder Interest expense to minority shareholders of subsidiaries 4,594 3,705 Total 96, ,794 Less: Interest capitalised in - properties for development (10,984) (33,221) - properties under development for sale (67,285) (62,834) Net 18,308 4, INCOME TAX GROUP $ 000 $ 000 Current - Foreign 117,137 69,126 Deferred income tax (Note 14) 19,248 22,162 Deferred withholding tax (Note 14) 42,986 Land appreciation tax ( LAT ) 287, ,728 Withholding tax 13, Under provision in prior years 13, Total 493, ,927 No provision for Singapore taxation has been made as the majority of the Group s income neither arises in, nor is derived from Singapore. 105

108 NOTES TO FINANCIAL STATEMENTS December 31, INCOME TAX (Cont d) Taxation arising in the PRC is calculated at the prevailing rate of 20% (2008 : 18%) for major PRC operating subsidiaries. The prevailing rate in the other subsidiaries is at 10% to 25% in 2009 and 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, 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. 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 $ 000 $ 000 Income tax expense at PRC applicable tax rate of 20%* (2008 : 18%*) 185, ,559 Non-deductible items 8,445 3,265 Non-taxable items (559) (1,124) Effect of unutilised tax losses not recognised as deferred tax assets 2,706 1,585 Effect of different tax rates for certain subsidiaries 5,731 15,045 Effect of LAT 230, ,277 Withholding tax 56, Under provision in prior years 13, Others (8,159) (591) Total income tax expense 493, ,927 * These are the applicable tax rates for most of the Group s taxable profi ts. Income tax for overseas subsidiaries is calculated at the rates prevailing in the respective jurisdictions. According to a PRC tax circular of State Administration of Taxation, Guoshuihan [2008] No.112, dividend distributed out of the profits generated since January 1, 2008 held by the PRC entity to non-resident investors shall be subject to PRC withholding income tax. Deferred tax liability of $41.6 million (2008 : $Nil) on the undistributed earnings of the PRC subsidiaries has been charged to the consolidated income statement of the year. LAT There is no significant development in LAT ruling and interpretation in 2009 and As disclosed in prior years audited consolidated fi nancial 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, 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 profi t will be impacted by the same amount. 106

109 NOTES TO FINANCIAL STATEMENTS December 31, INCOME TAX (Cont d) LAT (Cont d) 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, 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. 28 PROFIT FOR THE YEAR Profit for the year has been arrived at after charging (crediting): GROUP $ 000 $ 000 Depreciation of property, plant and equipment (1) 4,775 4,301 Employee benefits expense (including directors remuneration): Equity-settled share-based payments 1,148 Retirement benefit scheme contributions 3,136 2,602 Salaries and other short-term benefits 44,201 40,901 Total employee benefits expense 47,337 44,651 Directors fees Directors remuneration: - of the Company 5,211 4,332 - of the subsidiaries ,934 5,032 Fair value (gain) loss on held-for-trading investment (374) 2,155 Gain on acquisition of additional interest from a minority shareholder (15) Net loss (gain) on disposal of property, plant and equipment 22 (11) Net (gain) loss on disposal of investment properties (160) 109 Net foreign exchange gain (5,153) (1,498) Goodwill written off (Note 32) 632 Excess of fair values of net identifiable assets acquired over the cost of combination (Note 32) (70) Cost of completed properties for sale recognised as expenses 679, ,399 Non-audit fees: - paid to auditors of the Company paid to other auditors (1) In 2009, $368,000 (2008 : $401,000) of depreciation of property, plant and equipment is capitalised in properties for development and properties under development for sale. 107

110 NOTES TO FINANCIAL STATEMENTS December 31, 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: Earnings GROUP $ 000 $ 000 Earnings for the purposes of basic earnings per share (profit for the year attributable to equity holders of the Company) 325, ,841 Effect of dilutive potential ordinary shares: Interests on convertible notes 12,176 2,437 Earnings for the purposes of diluted earnings per share 337, ,278 Number of shares GROUP Weighted average number of ordinary shares for the purposes of basic earnings per share 1,888,803 1,828,002 Effect of dilutive potential ordinary shares: Share options 3,502 5,283 Convertible notes 193, ,815 Weighted average number of ordinary shares for the purposes of diluted earnings per share 2,086,173 1,958,100 GROUP Earnings per share (cents): Basic Diluted DIVIDENDS For the financial year ended December 31, 2008, the directors declared a first and final one-tier tax exempt dividend of 1.23 cents per ordinary share amounting to $22,525,414, which was paid during In 2008, $22,092,355 of dividends was paid in respect of a first and final one-tier tax exempt dividend of 1.21 cents per ordinary share declared for the financial year ended December 31, In respect of the current year, the directors proposed a first and final one-tier tax exempt dividend of 1.68 cents per ordinary share amounting to $32,649,531. 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. 108

111 NOTES TO FINANCIAL STATEMENTS December 31, SEGMENT INFORMATION The Group s reportable operating segments are as follows: (i) (ii) (iii) Property development: Development of residential, commercial and other properties. Property investment: Leasing of investment properties to generate rental income and to gain from the appreciation in the value of the properties in the long term. Others: Provision of property management, ancillary services, investment holding and others. Information regarding the operations of each reportable segment is included below. The management monitors the operating results of each operating segment for the purpose of making decisions on resource allocation and performance assessment. The Group s operations are located in the PRC, hence no analysis by geographical area of operations is provided. Segment revenue and results The following is an analysis of the Group s revenue and results by reportable segment: GROUP Profit (loss) before Revenue income tax $ 000 $ 000 $ 000 $ 000 Property development 1,563, , , ,324 Property investment 9,018 3, ,317 81,600 Others 27,663 21,974 (29,426) (25,041) Total 1,599,686 1,007, , ,883 Segment profi t represents the profi t earned by each segment as determined using the Group s accounting policy. This is the measure reported to the chief operating decision maker for the purposes of resources allocation and assessment of segment performance. Segment assets GROUP $ 000 $ 000 Property development 5,668,621 4,417,516 Property investment 672, ,498 Others 365,493 53,166 Consolidated total assets 6,706,696 4,819,180 All assets are allocated to reportable segments. Liabilities are not allocated as they are not monitored by the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. 109

112 NOTES TO FINANCIAL STATEMENTS December 31, SEGMENT INFORMATION (Cont d) Other segment information GROUP Additions to Depreciation non-current assets $ 000 $ 000 $ 000 $ 000 Property development 3,066 3, , ,160 Property investment ,254 31,894 Others 921 1, ,998 Total 4,775 4, , , ACQUISITION OF SUBSIDIARIES On December 1, 2009, a subsidiary of the Company, Shanghai Yanlord Investment Management Co., Ltd., acquired a wholly-owned subsidiary, incorporated in the PRC, Shanghai Zhongting Property Development Co., Ltd. ( SZPD ), for a total cash consideration of approximately $5.1 million (RMB25.0 million). This transaction has been accounted for by the purchase method of accounting. The net assets acquired in the transaction are as follows: 2009 Carrying amount before acquisition Fair value adjustments Fair value $ 000 $ 000 $ 000 Net assets acquired: Cash and bank balances Other receivables and deposits 5,001 5,001 5,174 Excess of fair values of net identifiable assets acquired over the cost of combination (Note 28) (70) Total consideration satisfi ed by cash 5,104 Net cash outflow arising on acquisition: Cash consideration (5,104) Cash and bank balances of a subsidiary acquired 173 (4,931) 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 35 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 was accounted for by the purchase method of accounting. 110

113 NOTES TO FINANCIAL STATEMENTS December 31, ACQUISITION OF SUBSIDIARIES (Cont d) The net assets acquired in the transactions are as follows: Carrying amount before acquisition Fair value adjustments Fair value $ 000 $ 000 $ Net assets acquired: Properties for development 176, ,944 Cash and bank balances 44,049 44,049 Other receivables and deposits ,001 Minority interests (637) Goodwill written off (Note 28) 632 Interest in a subsidiary previously accounted for as available-for-sale investment (Note 12) (42,205) Total consideration satisfi ed by cash 178,791 Net cash outflow arising on acquisition: Cash consideration (178,791) Cash and bank balances of a subsidiary acquired 44,049 (134,742) 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 $0.075 million loss (2008 : $0.005 million loss) to the Group s profit for the year for the period between the date of acquisition and the end of the reporting period. There is no revenue contributed by the subsidiary acquired (2008 : $Nil). If the acquisition had been completed on January 1, total Group s profit for the year in 2009 would have remained at $435.6 million (2008 : decreased by $0.8 million to $313.2 million). There is no impact to total Group s revenue (2008 : $Nil). 33 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. 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. 111

114 NOTES TO FINANCIAL STATEMENTS December 31, SHARE-BASED PAYMENTS (Cont d) Details of the share options outstanding during the year are as follows: Number of share options GROUP AND COMPANY Weighted average Number of exercise price share options Weighted average exercise price 000 $ 000 $ Outstanding and exercisable at beginning of year 7, , Exercised during the year (2,090) 0.92 (5,520) 0.92 Lapsed during the year 0.92 (110) 0.92 Outstanding and exercisable at end of year 5, , The weighted average share price at the date of exercise for share options exercised during the year was $2.35 (2008 : $1.85). The options outstanding at end of the year have a weighted average remaining contractual life of 1.5 years (2008 : 2.5 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 $Nil (2008 : $1.1 million) related to equity-settled sharebased payment transactions during the year. 34 OPERATING LEASE ARRANGEMENTS The Group as leasee GROUP $ 000 $ 000 Minimum lease payments under operating leases recognised as an expense in the year 5,005 4,

115 NOTES TO FINANCIAL STATEMENTS December 31, OPERATING LEASE ARRANGEMENTS (Cont d) At the end of the reporting period, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows: GROUP $ 000 $ 000 Within one year 2,500 4,751 In the second to fifth year inclusive 3,170 6,093 5,670 10,844 Operating lease payments substantially 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 $8.9 million (2008 : $4.6 million). At the end of the reporting period, the Group has contracted with tenants for the following future minimum lease payments: GROUP $ 000 $ 000 Within one year 14,658 4,652 In the second to fifth year inclusive 92,568 11,545 More than five years 201,348 3, ,574 19, CAPITAL EXPENDITURE COMMITMENTS Estimated amounts committed for future capital expenditure but not provided for in the financial statements: GROUP $ 000 $ 000 Construction of properties 542, ,900 Acquisition of land use rights 589, ,741 Additional capital injection in subsidiaries 91, ,084 Others 4 1,222, ,

116 NOTES TO FINANCIAL STATEMENTS December 31, CONTINGENCIES AND GUARANTEES As at December 31, 2009, the Group has provided guarantees of approximately $422.1 million (2008 : $228.8 million) to banks for the benefit of its customers in respect of mortgage loans provided by the banks to these 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. The management has made enquiries with the banks and considered the profi le 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, 2009 and 2008, the Company together with six of its subsidiaries have provided a joint guarantee to banks in respect of a banking facility granted to a subsidiary amounting to US$200.0 million (equivalent to $282.8 million) for a term of one year (2008 : two years) up to November 6, On January 29, 2010, the relevant outstanding bank loan and interest payable were fully repaid and the banking facility was cancelled accordingly. On December 18, 2009, the Company together with six of its subsidiaries have provided a joint guarantee to banks in respect of a loan facility granted to a subsidiary amounting to US$400 million (equivalent to $565.6 million) for a term of three years up to December 17, The loan facility is only drawn upon subsequent to current year end. The management is of the view that the fair values of the financial guarantees provided by the Group and the Company are not significant. 37 SUBSEQUENT EVENT On February 4, 2010, holders of $314.5 million outstanding Notes 2012 exercised the option to redeem the outstanding Notes The holders of the outstanding Notes 2012 who exercised the option to redeem were paid the principal amount of $314.5 million together with the interest of $39.7 million, accrued based on the rate of 4.0% per annum, compounded semi-annually as at February 8,

117 INTERESTED PERSON TRANSACTIONS The aggregate value of interested person transactions during the financial year under review is as follows: Aggregate value of all interested person transactions during Name of Interested Person the financial year under review (excluding transactions less than S$100,000 and transactions conducted under shareholders mandate pursuant to Rule 920) FY2009 Aggregate value of all interested person transactions conducted under shareholders mandate pursuant to Rule 920 (excluding transaction less than S$100,000) FY2009 Yanlord Holdings Pte. Ltd.* S$2,709,162 NA Zhong Sheng Jian S$4,238,638 NA Total S$6,947,800 NA Notes: * Associate (as defi ned in the SGX Listing Manual) of Zhong Sheng Jian, director and controlling shareholder of the Company. NA Not applicable 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 due 2014 during the financial year had been fully utilised as per the Company s SGXNET announcement dated February 4,

118 SHAREHOLDING STATISTICS As at March 9, 2010 Number of Shares Issued : 1,943,524,476 Class of Shares : Ordinary shares with one vote per share Issued and Paid-up Share Capital : $1,477,757,040 Size of Shareholdings No. of Shareholders Percentage (%) No. of Shares Percentage (%) ,000-10,000 6, ,707, ,001-1,000,000 1, ,583, ,000,001 and above ,835,233, TOTAL 8, ,943,524, TWENTY LARGEST SHAREHOLDERS Name of Shareholders No. of Shares Percentage (%) HL BANK NOMINEES (S) PTE LTD 695,681, YANLORD HOLDINGS PTE. LTD. 416,580, ABN AMRO NOMINEES SINGAPORE PTE LTD 160,611, CITIBANK NOMINEES SINGAPORE PTE LTD 142,737, DBS NOMINEES PTE LTD 113,557, DBSN SERVICES PTE LTD 85,041, HSBC (SINGAPORE) NOMINEES PTE LTD 62,098, UOB KAY HIAN PTE LTD 50,504, RAFFLES NOMINEES (PTE) LTD 22,102, UNITED OVERSEAS BANK NOMINEES (PTE) LTD 20,511, BNP PARIBAS SECURITIES SERVICES SINGAPORE 14,125, DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 10,701, WANG NANHUA 10,010, MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 8,206, DB NOMINEES (S) PTE LTD 3,679, OCBC SECURITIES PRIVATE LTD 3,667, PHILLIP SECURITIES PTE LTD 3,558, KIM ENG SECURITIES PTE. LTD. 2,892, CIMB-GK SECURITIES PTE. LTD. 1,918, ZHONG HAISHENG 1,724, TOTAL 1,829,907,

119 SHAREHOLDING STATISTICS As at March 9, 2010 SUBSTANTIAL SHAREHOLDERS No. of Shares Held Name Direct Interest Percentage (%) Deemed Interest Percentage (%) Total Interest (%) YANLORD HOLDINGS PTE. LTD. 1 1,267,514, ZHONG SHENG JIAN 2 5,487, ,267,514, Note: 1 Interest held directly and via nominee accounts. 2 Zhong Sheng Jian is deemed to be interested in 1,267,514,000 ordinary shares held by Yanlord Holdings Pte. Ltd. Based on the information available to the Company as at 9 March 2010, approximately 32% 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. 117

120 NOTICE OF ANNUAL GENERAL MEETING (Incorporated in the Republic of Singapore) Company Registration No K NOTICE IS HEREBY GIVEN that an Annual General Meeting ( AGM ) of Yanlord Land Group Limited ( Company or Yanlord ) will be held on Thursday, 29 April 2010 at 3.00 p.m. at the Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffl es Boulevard, Marina Square, Singapore to transact the following business: AS ROUTINE BUSINESS 1. To receive and adopt the directors report and the audited fi nancial statements for the fi nancial year ended 31 December 2009 together with the auditors reports thereon. (Resolution 1) 2. To declare a fi rst and fi nal (one-tier) tax-exempt dividend of 1.68 Singapore cents per ordinary share for the year ended 31 December (Resolution 2) 3. To approve the payment of Directors Fees of S$400,000 for the year ended 31 December 2009 (FY2008: S$400,000). (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) Zhong Sheng Jian (Resolution 4a) b) Hong Zhi Hua (Resolution 4b) c) Ng Jui Ping (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 fi t, 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, 118

121 NOTICE OF ANNUAL GENERAL MEETING 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) (B) 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 otherwise than by way of Renounceable Rights Issues ( Other Share Issues ) shall not exceed fi fty 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 subparagraphs (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) (ii) 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 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) (b) offer and grant options in accordance with the provisions of the Yanlord Land Group Share Option Scheme 2006 ( ESOS 2006 ); and 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) 119

122 NOTICE OF ANNUAL GENERAL MEETING 6D. That:- (1) for the purposes of sections 76C and 76E of the Companies Act (Chapter 50, Singapore) ( Act ), the exercise by the Directors of the Company of all the powers of the Company to purchase or acquire shares fully paid in the capital of the Company not exceeding in aggregate the Maximum Percentage (as defined below), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as defined below), whether by way of:- (a) (b) on market purchases on the SGX-ST ( Market Purchase ); and/or off-market purchases (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act ( Off-Market Purchase ), and otherwise in accordance with all other laws regulations and rules of the SGX-ST as may for the time being applicable, be and is hereby authorised and generally and unconditionally ( Share Buyback Mandate ); (2) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:- (a) (b) the date on which the next AGM of the Company is held; or the date by which the next AGM of the Company is required by law to be held, whichever is earlier. In this Resolution:- Maximum Percentage means that number of issued shares representing not more than 10% of the total number of issued and fully paid-up shares as at date of the passing of this Resolution (excluding any shares which are held as treasury shares as at that date); Maximum Price in relation to a share to be purchased, means the purchase price (excluding brokerage and fully paid-up commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) not exceeding:- (i) (ii) in the case of a Market Purchase, 105% of the Average Closing Price of the shares; and in the case of an Off-Market Purchase, 120% of the Average Closing Price of the shares; Average Closing Price means the average of the closing prices of a share over the last five (5) market days on which the shares are transacted on the SGX-ST or, as the case may be, such securities exchange on which the shares are listed or quoted, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the rules of the SGX-ST, for any corporate action that occurs after the relevant five-day period; and date of the making of the offer means the date on which the Company makes an offer for the purchase or acquisition of shares from holders of shares, stating therein the relevant terms of the equal access scheme for effecting the Off-Market Purchase. (3) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/ or authorised by this Resolution. (Resolution 9) 7. To transact any other ordinary business which may properly be transacted at an annual general meeting. 120

123 NOTICE OF 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 14 May 2010, for the purpose of determining the shareholders entitlements to the fi rst and fi nal (one-tier) tax-exempt dividend of 1.68 Singapore cents per ordinary share for the year ended 31 December 2009 ( Proposed Dividend ) to be proposed at the AGM of the Company to be held on 29 April 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 50 Raffles Place, Singapore Land Tower #32-01, Singapore up to 5.00 p.m. on 13 May 2010 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 13 May 2010 will be entitled to the Proposed Dividend. The Proposed Dividend, if approved at the forthcoming AGM, will be paid on 1 June BY ORDER OF THE BOARD Tan Shook Yng Company Secretary 8 April 2010 Singapore Notes: (i) (ii) (iii) (iv) (v) 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. The instrument appointing a proxy must be deposited at the registered offi ce of the Company at 9 Temasek Boulevard #36-02 Suntec Tower Two Singapore not less than 48 hours before the time fi xed for holding the AGM. Resolution 4a: Zhong Sheng Jian will, upon re-appointment as a Director of the Company, remain as Chairman and Chief Executive Offi cer, member of the Nominating Committee and member of the Risk Management Committee. Resolution 4c: Ng Jui Ping who is considered an independent director will, upon re-appointment as a Director of the Company, remain as Chairman of the Remuneration Committee, member of the Audit Committee and member of the Risk Management Committee. Resolution 6, if passed, is to empower the Directors from the date of the AGM to be held on 29 April 2010 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) (vii) 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. Resolution 9 relates to the renewal of the Share Buyback Mandate which was originally approved by shareholders on 29 April Please refer to Appendix I to this Notice of AGM for details. 121

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125 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. Proxy Form Annual General Meeting Yanlord Land Group Limited (Incorporated in the Republic of Singapore) Company Registration No K I/We, (Name) of being a member/members of Yanlord Land Group Limited (the Company or Yanlord ) hereby appoint: (Address) Name Address NRIC / Passport Number (a) Proportion of Shareholdings No. of Shares % 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 Raffl es Boulevard, Marina Square, Singapore on Thursday, 29 April 2010 at 3.00 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 specifi c directions, the proxy will vote or abstain as the proxy deems fit.) No. Ordinary Resolutions For Against ROUTINE BUSINESS 1 Adoption of Reports and Accounts 2 Declaration of Dividend 3 Approval of Directors Fees 4 (a) Re-election of Zhong Sheng Jian as Director (b) Re-election of Hong Zhi Hua as Director (c) Re-election of Ng Jui Ping as Director 5 Re-appointment of Auditors SPECIAL BUSINESS 6 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 Renewal of Share Buyback Mandate Dated this day of Signature(s) or Common Seal of Member(s) IMPORTANT: PLEASE READ NOTES ON THE REVERSE Total Number of Shares Held

126 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 specifi es 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 offi cer 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 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 not less than 48 hours before the time fi xed for the Meeting. PROXY FORM Affix Stamp Here The Company Secretary 9 Temasek Boulevard #36-02 Suntec Tower Two Singapore

127 9 Temasek Boulevard #36-02 Suntec Tower Two Singapore Tel: Fax: