Chip Eng Seng Corporation Annual Report 2008
Chip Eng Seng Corporation Annual Report 2008
Chip Eng Seng Corporation Annual Report 2008
00 Corporate Profile
02 Chairman’s Message
07 Financial Review
09 Operations Review
11 Projects Portfolio
13 Significant Events
CORPORATE Corporate
14 Financial Highlights
PROFILE Information
16 Board of Directors
18 Executive Officers
Chip Eng Seng Corporation Ltd (“CES”) In the 1990s, the Group diversified into Executive Directors Nominating Committee Audit-Partner-in Charge
19 Group Structure is a construction and property group property investment and development Lim Tiam Seng PBM Cheng Heng Tan
Hoon Tai Meng
20 Corporate listed on the mainboard of the Singapore of residential, commercial and industrial Executive Chairman Chairman Since financial year ended
Governance Report Exchange Securities Trading Limited properties. 31 December 2006
Lim Tiang Chuan Ang Mong Seng
(“SGX-ST”). The Group’s construction Executive Deputy Chairman Goh Chee Wee
29 Addition Information
business is undertaken by Chip Eng Seng Today, Chip Eng Seng is one of Singapore’s Company Secretaries
(SGX-ST Listing Manual Contractors (1988) Pte Ltd (“CESC”) and leading construction and property group Chia Lee Meng Raymond Abdul Jabbar Bin Karam Din
Share Registrar
Requirements) CES Engineering & Construction Pte Ltd with businesses spanning across Group Chief Executive Officer Boardroom Corporate & Advisory Loh Lee Eng, ACIS
31 Financial Statements (“CESE”) while CEL Development Pte construction, property development and Services Pte Ltd
Ltd (“CEL”) is its property investment property investment. Independent Directors 3 Church Street #08-01 Principal Bankers
93 Statistics of Shareholdings Samsung Hub The Bank of East Asia Limited
and development arm. Goh Chee Wee Singapore 049483 (Singapore Branch)
95 Notice of Annual From 2004 to 2008, CES has won the Hoon Tai Meng Tel: 65365355 Oversea-Chinese Banking
General Meeting The history of Chip Eng Seng Group goes “Most Transparent Company – Construction Ang Mong Seng Fax: 65361360 Corporation Limited
Proxy Form all the way back to the 1960s, when its Category”, of the Investors’ Choice Awards DBS Bank Ltd
founder, Mr Lim Tiam Seng started the organised by the Securities Investors Audit Committee Registered Office RHB Bank Berhad
business as a building subcontractor for Association Singapore. These awards Standard Chartered Bank
Goh Chee Wee 69 Ubi Crescent #06-01
Malayan Banking Berhad
conventional landed properties. With attest to our commitment to corporate Chairman CES Building United Overseas Bank Limited
competitive pricing and quality work, the transparency. Singapore 408561 The Hongkong and Shanghai
Hoon Tai Meng
business grew and the company began Tel: 6848 0848 Banking Corporation Limited
Ang Mong Seng
taking on the role of a main contractor. Construction Fax: 6848 0838 Bank of South Australia (Australia)
In 1982, the company won its first CESC is registered with the Building and Email: [email protected]
Remuneration Committee
Singapore Housing and Development Construction Authority of Singapore Website: www.chipengseng.com.sg
Goh Chee Wee
Board (HDB) project as a main contractor. under the A1 classification for general Chairman Auditors
With that, the company continued to building construction. This is the highest
establish its position in HDB public Hoon Tai Meng Ernst & Young LLP
classification that allows CESC to tender Public Accountants & Certified Public
housing construction. Ang Mong Seng
for public sector projects of unlimited Accountants
value. One Raffles Quay
North Tower
Level 18
Singapore 048583
The company is a leading main contractor Singapore, “The Pinnacle@Duxton”. CEL believes in growth through partnerships.
for big scale construction projects with This is HDB’s first 50 storey integrated It has established joint ventures with
design and build capabilities. It also has housing development that comes with reputable foreign funds such as Lehman
the expertise to undertake precast special features such as sky bridges and Brothers Real Estate Partner II and Citadel
activities. sky gardens. Equity Fund Ltd. CEL has also teamed
with local partners like NTUC Choice
Through the years, CESC has undertaken In 2007, the Group incorporated another Homes Co-operative Ltd and Keppel Land
varied construction projects from both wholly-owned subsidiary, CES Engineering Limited on several highly successful
the private and public sectors, including & Construction Pte Ltd to undertake property projects.
HDB projects, columbarium, shophouses, certain construction projects due to
residential and commercial properties, the expansion of the construction Going beyond local boundaries, CEL has
institutional buildings, industrial buildings activities. launched an expansion into the emerging
and precast projects. regional economies, beginning with
Property Development & Investment Vietnam, where it is actively seeking
In 2005, CESC was accorded the Housing Since 2000, CEL has been actively property development opportunities.
& Development Board’s (HDB) “Quality acquiring sites for property development It is also exploring other markets in the
Award 2005”, a fitting testimony to the and investment. These developments region such as Thailand, Malaysia
professional quality that the company include residential, commercial and and China.
delivers. In the same year, CESC was industrial properties. The current portfolio
awarded a HDB contract to build the of CEL includes mid-market and high-end The Group currently has 5 investment
tallest public building housing project in prime properties. properties held by CEL Development Pte
Ltd and Evervit Development Pte Ltd.
Dear Shareholders,
Challenging Industry Market Group pre and post tax profits in FY2008 Construction
The Singapore property market had a decreased 7.8% to $48.5 million and The Group capitalised on the expanding
robust run in 2007; hence the Group 12.9% to $43.9 million, respectively. The HDB market for construction projects
achieved an outstanding FY2007. As decrease in net earnings was due to the in FY2008. We won three new HDB
the Group moved into 2008, in addition recognition of fair value loss for our contracts in Queenstown, Sengkang
to the increase in construction cost for investment properties and increase in and Punggol West Design & Build, which
materials and overheads, the Group administrative expenses. The increase amounted to a total value of $468
was also faced with unfavourable in administrative expenses was due to million.
conditions such as higher inflation, increase in staff cost and operating costs
global uncertainties and credit crunch on expanded business activities as well Major on-going construction works
triggered by the US sub-prime crisis. as the provision for impairment loss on continued to progress as planned
trade receivables and recognition of through 2008 and included HDB
Although FY2008 was a challenging unrealised foreign exchange loss. projects such as Pinnacle@Duxton,
year, I am pleased to report that the Sembawang N4C15 and Queenstown
Group fared reasonably well. Share of results of associates decreased RC25, as well as our own JV condominium
5.1% to $49.2 million, as no new property projects, The Suites@Central, The Parc
Financial Performance development project was launched in Condominium, CityVista Residences
The Group recorded a 76.3% increase FY2008 unlike FY2007 where we and Grange Infinite.
in total revenue to $354.6 million in launched or marketed our joint venture
FY2008 driven by strong increases in development projects. Inevitably, the timing of the surge in
revenue contributions from our prices of construction materials from
construction division and our wholly As at 31 December 2008, the Group has 2007 to the first half of 2008 affected
owned property development project, cash and cash equivalents amounting the costing estimates for the construction
Ventuno Balmoral. to $47.9 million versus 31 December of our earlier JV condominium development
2007 year-end balance of $22.5 million. projects. In line with our accounting
Net asset value per ordinary share policies, we have provided for foreseeable
increased to 28.09 cents from 24.30 losses of $11.9 million based on revised
cents a year-ago. Net gearing or debt/ budgets that took into consideration
equity ratio was 0.75 versus 0.39 as at any cost overrun and hikes in material
31 December 2007, with the increase in prices and overheads. Going forward,
gearing due mainly to additional financing the Group would expect to benefit from
taken up for the new development project, the continued fall in price for construction
Oasis@Elias. material and overhead.
Other Receivables Completed Properties Held For Sale Loans And Borrowings
The increase from $104.8 million in FY2007 These refer to completed properties held The overall net increase after offsetting
to $114.9 million in FY2008 was primarily for sale in Australia and the decrease from cash and cash equivalent was mainly due
due to advances extended to the associates $14.2 million in FY2007 to $6.9 million in to loan taken up to finance a property
for their operating activities. FY2008 was due to the sale of these development project, Oasis@Elias and for
properties during the year. the Group’s investment activities.
Investment Securities
This mainly represents the Group’s 5% Development Properties Cash And Cash Equivalent
investment in a public listed company The increase from $30.1 million in FY2007 Cash and cash equivalent increased to
in Ho Chi Minh City, Vietnam. The to $133.1 million in FY2008 was mainly $47.9 million as of 31 December 2008
decrease from $7.8 million in FY2007 due to the land acquired in Pasir Ris from $22.5 million as of 31 December 2007.
to $1.2 million in FY2008 was mainly for a property development project, The increase was attributed to proceeds
due to the fair value loss adjustment Oasis@Elias. from Ventuno Balmoral, which obtained
on the investment. TOP in December 2008.
Trade and other receivables/payables
Net Gross Amount Due To Customers For The increase was due to the increase in Other Reserves
Contract Work In Progress the Group’s operating activities during The decrease was due to the fair
The net increase was due to more progress FY2008. value loss adjustment in regards to the
billings from projects which were in its 5% investment in a public listed
active stage of construction, offset by the company in Vietnam.
provision of foreseeable losses in
FY2008.
Construction
Revenue recorded from the Group’s
construction activities rose from $161.6
million in FY2007 to $301.1 million in
FY2008, an increase of 86.3%. The
growth was mainly due to revenue
recognized from projects awarded in
previous years. These include projects
such as The Pinnacle@Duxton, The
Suites@Central, The Parc Condominium,
Sembawang N4C15, Grange Infinite and
Queenstown RC25.
Since FY2006, the Group has changed Share of results of associates decreased The Group expects to obtain Temporary
its basis for the revenue recognition for marginally to $49.2 million in FY2008 Occupation Permit (“TOP”) for its 40%
development properties. Upon signing compared to $51.9 million in FY2007 as joint venture development project
of the Sale and Purchase Agreement, there were no project launches during with Keppel Land Limited, The Suites@
20% of the total attributable profits the year. Central in Q1 FY2009.
of the sales contract concluded are
recognized. This is to ensure that cost Segmental results increased from As for land banking, the Group currently
incurred and sales efforts are matched $58.0 million in FY2007 to $62.8 million has a land parcel S11 at Elias Road for
with revenue. Subsequent recognition of in FY2008, marking another record condominium housing development.
profits will be based on the stage of growth of 8.3%. This record growth was When launched, it will comprise
physical completion. achieved through the Group’s wholly about 367 residential units with
owned property development project condominium facilities.
and also projects with joint venture
partners such as Lehman Brothers Group,
Citadel Investment Group and Keppel
Land Limited.
Construction
Property Development
Current Developments
Name of Location Description No of Tenure TOP % of equity held
Development units
The Suites@Central No. 57A & 57B Condominium 157 Freehold 2009 100%
Devonshire Road,
Singapore
CityVista Residences No. 21 Peck Hay Condominium 70 Freehold 2010 50%
Road, Singapore
The Parc 1,3,5,7,9,11,15 West Condominium 659 Freehold 2010 50%
Condominium Coast Walk,
Singapore
Grange Infinite No. 27 Grange Road, Condominium 68 Freehold 2011 25%
Singapore
Proposed Development
Name of Location Description No of Tenure TOP % of equity held
Development units
Oasis@Elias Elias Road, Condominium 388 99 years 2012 100%
Singapore
Net Asset Value Backing per Share (cents) Net Dividend per Share (cents)
2008 28.09 2008 0.75
2007 24.30 2007 1.75
2006 14.68 2006 1.20
2005 13.07 2005 0.80
2004 12.45 2004 1.20
FY2008 FY2008
FY2007 FY2007
Construction Singapore
Property Development Australia
Property Investment
Mr Goh Chee Wee in Accountancy from Nanyang University and a LLB (Honours)
Independent Director from the University Of London. He is a Fellow of the Chartered
Institute of Management Accountants (UK), a Fellow of the
Mr Goh Chee Wee, 62, has been an Independent Director
Association of Chartered Certified Accountants (UK), a Fellow
since 2 November 1999. He chairs the Audit and Remuneration
Certified Public Accountant Singapore, and a Barrister-At-Law
Committees and is a member of the Nominating Committee.
(Middle Temple). He also sits on the boards of several other
Mr Goh is the Chairman of NTUC Childcare Co-operative Ltd
public and private companies.
and a Director of NTUC Foodfare Co-operative Ltd. He also
sits on the boards of several public listed companies. He was
Mr Ang Mong Seng
a former Minister of State for Trade & Industry, Labour &
Independent Director
Communications and Member of Parliament for Boon Lay
Constituency. Mr Ang Mong Seng, 59, has been an Independent Director
since 19 March 2003. He is a member of the Audit, Remuneration
Mr Hoon Tai Meng and Nominating Committees. He is currently a Member of
Independent Director Parliament for Hong Kah GRC (Bukit Gombak), Chairman of
Hong Kah Town Council and Chief Operating Officer of EM
Mr Hoon Tai Meng, 57, has been an Independent Director
Services Pte Ltd. Mr Ang has more than 30 years of experience
since 2 November 1999. He chairs the Nominating Committee
in estate management. He is also an Independent Director of
and is a member of the Audit and Remuneration Committees.
Vicplas International Ltd, United Fiber System Ltd, AnnAik
An Advocate and Solicitor, he is currently a Partner in
Ltd, Ecowise Holdings Ltd and Hoe Leong Corporation Ltd.
KhattarWong. Mr Hoon holds a Bachelor of Commerce Degree
Chip
Eng Seng CES-India Citi Care
Construction Contractors Holdings Management
(1988) Pte Ltd Pte Ltd Pte Ltd
(40.5%)
JEKS
CES-China CES- Engineering
Holding Precast Pte Ltd
Pte Ltd Pte Ltd (50%)
CES-
FlexiDesign Building
Pte Ltd and
Construction
Pte Ltd
Chip Eng
Seng Ardille ACP Metal
Investment Pte Ltd Finishing
Corporation (37.5%) Pte Ltd
Ltd Astate
Properties Viet
Pty Ltd Investment
Link Joint
CES- CES- Austate Stock
Evervit Shanghai Glenelg Pte Ltd Company
Development Pte Ltd Pty Ltd (60%) (49%)
Pte Ltd
Property CES- CES
Development CES-
CES-Fort CES Land Vietnam (Vietnam)
Balmoral
& Pte Ltd Pte Ltd Holdings Management
Pte Ltd
Investment Pte Ltd Services
CEL Co Ltd
Development
Pte Ltd
Riviera PH Grange
Bishan
Properties Properties Properties
EC Pte Ltd CES-NB
Pte Ltd Pte Ltd Pte Ltd
(40%) Pte Ltd
(40%) (50%) (25%)
AMK Devonshire
CES-West
Properties Development CES-VH BCC
Coast Pte
Pte Ltd Pte Ltd Holdings Investment
Ltd (50%)
(30%) (40%) Pte Ltd (20%)
The Company is committed to upholding high standards of corporate governance and to comply with the Code of Corporate
Governance (the Code) which forms part of the Continuing Obligations of the Singapore Exchange Securities Trading Limited
(SGX-ST)’s Listing Manual. The Company believes that good corporate governance provides the framework for an ethical and
accountable corporate environment, which strives to enhance long term value and interests of its shareholders.
This report outlines the Company’s corporate governance processes and activities that were in place throughout the financial
year, with specific reference to the Code.
1 BOARD MATTERS
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the success of the company. The Board works with the Management to achieve this and
the Management remains accountable to the Board.
The Board oversees the overall business directions, strategies and financial performances of the Group. The key roles
of our Board are to:
• provide entrepreneurial leadership and directions for the Group;
• establish a proper risk management system to ensure that key potential risks faced by the Group are properly
identified and managed;
• review management performance and discuss financial and operational matters; and
• set values and standards to ensure obligations to shareholders are met.
The Board delegates the formulation of business policies and day-to-day management to the Executive Directors. The
Executive Directors meet the key management on a monthly basis to review management performance and discuss
financial and operational matters. Every Director is expected, in the course of carrying out his duties, to act in good
faith and to consider at all times the interest of the Company.
The Board meets quarterly each year to review the key activities and business strategies of the Group and as
warranted by particular circumstances. Telephonic attendance and audio-video conferencing at Board meetings are
allowed under Article 146 of the Company’s Articles of Association.
The Directors’ attendances at the meetings of the Board and Board Committees are shown below:
Board Committee
Board Audit Remuneration Nominating
No. of meetings held 4 4 4 2
No. of Meeting Attended
Directors
Lim Tiam Seng 3 - - -
Lim Tiang Chuan 4 - - -
Chia Lee Meng Raymond 4 - - -
Goh Chee Wee 4 4 4 2
Hoon Tai Meng 4 4 4 2
Ang Mong Seng 4 4 4 2
Tan Shao Ming* 3 - 3 2
Daniel Matthew Anderson# - - - -
Cham Sin Kai@ 1 - - -
Oliver Paul Weisberg+ 1 - 1 -
* Appointed and resigned as a director and member of Remuneration and Nominating Committees on 5 March 2008 and 20 March 2009
respectively. Andrew Ka Wing Fong appointed and ceased as an alternate director to Tan Shao Ming on 5 March 2008 and 20 March
2009 respectively.
#
Appointed and resigned as a director and member of Remuneration and Nominating Committees on 6 November 2008 and 20 March
2009 respectively. Zhong Tingting appointed and ceased as an alternate director to Daniel Matthew Anderson on 6 November 2008
and 20 March 2009 respectively.
@ Resigned as a director and member of Remuneration and Nominating Committees on 5 March 2008. Zhong Tingting ceased as an
alternate director to Cham Sin Kai on 5 March 2008.
+ Resigned as a director and member of Remuneration and Nominating Committees on 6 November 2008. Zhong Tingting ceased as an
alternate director to Oliver Paul Weisberg on 6 November 2008.
To assist in the execution of its responsibilities and enhancing the Group’s corporate governance framework, the
Board has established a number of Board Committees including an Audit Committee, a Nominating Committee and
a Remuneration Committee. These committees function within clearly defined terms of reference and operating
procedures, which are reviewed on a regular basis. The effectiveness of each committee is also monitored annually.
The Company has adopted internal guidelines setting forth matters that require the Board’s approval. During the
year, the Board has met to review and approve amongst other matters, the approval of the quarterly, half year and
full year results announcements prior to their release to the SGX-ST, Group’s corporate strategies, major investments,
acceptances of banking facilities, corporate guarantees, review of the Group’s financial performance, interested parties
transactions, recommendation of dividends, the approval of Directors’ Report and Statement by the Directors, etc.
Upon appointment, a Director will receive a letter of appointment from the Board Chairman explaining his statutory
duties and obligations as a Member of the Board. Apart from keeping the Board informed of all relevant new laws and
regulations, the Directors are encouraged to attend training programmes conducted by the Singapore Institute of
Directors in connection with their duties as Directors.
The Board comprises 8 Directors, 3 of whom are Independent Directors. The Board has examined its size and is of the
view that it is an appropriate size with the right mix of skills and experience given the scope and nature of the Group’s
operations. The Directors possess the necessary competencies to lead and govern the Group effectively. Details of
the Directors’ qualifications, business experience and other appointments are found at Board of Directors section of
the Annual Report.
The Independent Directors also communicate regularly to review the Group’s performance and discuss on any new
business proposal and strategy.
The nature of the Directors’ appointments on the Board, and details of their memberships in the Board Committees
are set out below:
* Appointed and resigned as a director and member of Remuneration and Nominating Committees on 5 March 2008 and 20 March 2009
respectively.
# Appointed and resigned as a director and member of Remuneration and Nominating Committees on 6 November 2008 and 20 March
2009 respectively.
@ Resigned as a director and member of Remuneration and Nominating Committees on 5 March 2008.
+ Resigned as a director and member of Remuneration and Nominating Committees on 6 November 2008.
Principle 3: There should be a clear division of responsibilities at the top of the company - the working of the Board
and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such
that no one individual represents a considerable concentration of power.
The roles and responsibilities between the Chairman and the Group Chief Executive Officer are held by separate
individuals to ensure that there is an appropriate balance of power, increased accountability and greater capacity
of the Board for independent decision making. Both are Executive Directors and are related. Mr Lim Tiam Seng, the
Chairman, is the father-in-law of Mr Chia Lee Meng Raymond, the Group Chief Executive Officer of the Company.
The Chairman takes a leading role in the Group’s drive to achieve and maintain a high standard of corporate governance
with the full support of the Directors, Company Secretary and Management. He also ensures that Board matters are
effectively organised to enable Directors to receive timely and clear information in order to make sound decisions,
promote constructive relations amongst Directors and the Management and ensure effective communication with
the shareholders.
The primary role of the Group Chief Executive Officer is to effectively manage and supervise the day-to-day business
operations of the Group in accordance with the strategy, policies, budgets and business plans approved by the Board.
He is assisted by the Executive Directors, Managing Directors, Chief Financial Officer, General Managers and Regional
Financial Controller to oversee the daily running of the Group’s operations and execution of strategies and policies.
Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board.
The Board established a Nominating Committee (“NC”) which comprises of Mr Hoon Tai Meng, Mr Ang Mong Seng and
Mr Goh Chee Wee. The Chairman of the NC is Mr Hoon Tai Meng, who is not directly associated with any substantial
shareholder. The majority including the Chairman are Independent Directors.
The year of initial appointment and last re-election of the Directors is set out below:
Lim Tiang Chuan Executive Deputy Chairman 23 October 1998 25 April 2008 N.A
Chia Lee Meng Group Chief Executive 2 September 1999 25 April 2008 N.A
Raymond Officer
Goh Chee Wee Independent Director 2 November 1999 28 April 2006 Retirement by rotation
(Article 115)
Hoon Tai Meng Independent Director 2 November 1999 28 April 2006 Retirement by rotation
(Article 115)
Ang Mong Seng Independent Director 19 March 2003 27 April 2007 N.A
During the year under review, the NC has met to review and perform the following:
a. Assessment of the Board’s performance as a whole;
b. Recommendation for the re-election of Mr Lim Tiam Seng who is due for retirement pursuant to Section 153 of the
Companies Act, Cap. 50;
c. Recommendation for the re-election of Mr Goh Chee Wee and Mr Hoon Tai Meng who are due for retirement
by rotation pursuant to Article 115 of the Company’s Articles of Association at the forthcoming Annual General
Meeting (having regard to their performance and contribution);
d. The skills and size required by the Board;
e. The independence of each Director, and that the Board comprises at least one-third Independent Directors; and
f. The multiple board representations of Directors and is satisfied that these Directors are able to and have adequately
carried out their duties as Directors of the Company.
The NC holds at least 1 NC meeting within each financial year, and also as warranted by particular circumstances, as
deemed appropriate by the NC.
Key information regarding Directors such as academic and professional qualifications and directorships are found at
Board of Directors section of the Annual Report.
Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by
each director to the effectiveness of the Board.
The NC assesses the effectiveness of the Board as a whole on an annual basis. At the end of each year, each board
member is required to complete a board appraisal form and Director’s assessment form and to send the forms to the
NC’s Chairman within 5 working days before the NC meeting. Based on the returns, the NC’s Chairman will prepare a
consolidated report and present the report to the Board at the board meeting to be held before the annual general
meeting.
The NC decides on how the Board’s performance is to be evaluated and proposes objective performance criteria,
subject to the Board’s approval, which allow for comparison to industry peers and which address how the Directors
have enhanced long-term shareholders’ value. It also considers the Company’s share price performance over a five-
year period vis-à-vis the Singapore Straits Times Index and a benchmark of its industry peers.
The Chairman would act on the results of the performance evaluation, and where appropriate, propose new members
be appointed to the Board or seek the resignation of Directors, in consultation with the NC.
Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate and
timely information prior to board meetings and on an on-going basis.
Agenda and Board papers are sent to Directors at least 3 days in advance of these meetings to give the Directors
sufficient time and relevant information for consideration and deliberation at the meeting. Key management who can
provide additional insight into the matters at hand would be present at the relevant time during the Board meeting.
Directors have separate and independent access to the Chairman, Group Chief Executive Officer, Company’s key
management, the Company Secretary and the Internal and External Auditors via telephone, e-mail and face-to-face
meetings.
The role of the Company Secretary is clearly defined. The Company Secretary is responsible for ensuring that the
Board procedures are followed and that applicable rules and regulations are complied with. Under the Articles of
Association of the Company, the decision to appoint or remove the Company Secretary can only be taken by the
Board as a whole. The Company Secretary administers, attends and prepares minutes of all Board and specialised
committee meetings. The Company Secretary assists the Chairman in ensuring that Board procedures are followed
and regularly reviewed to ensure effective functioning of the Board, and that the Company’s Memorandum and
Articles of Association and relevant rules and regulations, including requirements of the Companies Act and the Listing
Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), are complied with. The Company Secretary
also assists the Chairman and the Board in implementing and strengthening corporate governance practices and
processes with a view to enhance long-term shareholders value. Under the direction of the Chairman, the Company
Secretary is responsible for ensuring good information flows within the Board and its committees and between key
management and Independent Directors, as well as facilitating orientation and assisting with professional development
as required. The Company Secretary is also the primary channel of communication between the Company and the
SGX-ST.
In addition, the Directors can also either individually or as a group, in the furtherance of their duties, take independent
advice, if necessary, at the Company’s expense.
2 REMUNERATION MATTERS
Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own
remuneration.
The Board established a Remuneration Committee (“RC”) which comprises Mr Goh Chee Wee, Mr Hoon Tai Meng and
Mr Ang Mong Seng, all of whom are Non-Executive Directors. Mr Goh Chee Wee, Mr Hoon Tai Meng and Mr Ang Moh
Seng are Independent Directors. The Chairman of the RC is Mr Goh Chee Wee.
During the year, the RC has met four times and carried out its duties in accordance with its terms of reference, which
include reviews and recommendations on all matters concerning the remuneration packages of Executive Directors,
staff related to Directors as well as certain key executives. The RC’s recommendations were made in consultation with
the Chairman of the Board and the Directors did not participate in any decision concerning their own remuneration.
The RC has access to expert advice from time to time in areas of executive compensation.
Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors
needed to run the company successfully but companies should avoid paying more than is necessary for this
purpose. A significant proportion of the executive directors’ remuneration should be structured so as to link to
corporate and individual performance.
The Company has a framework of remuneration for the Board members, staff related to Directors and key
management. Under this framework, the total remuneration comprises fixed and variable components. The fixed
components are in the form of a base salary plus contractual bonus and fixed allowance, whilst variable components
are in the form of non-contractual bonus plus profit sharing that is linked to the performance of the Group and
of the individual staff. The Company also has an Employees’ Share Option Scheme and Employees’ Performance
Share Plan, which aim to provide long-term incentive for Directors and key management to encourage loyalty and
align the interest of the Directors and key management with those of the shareholders.
Directors’ fees are paid to the Independent Directors and the level of fees paid takes into account the responsibilities
that are required from them.
The RC is of the view that the remuneration packages offered by the Company are appropriate to attract, retain and
motivate personnel of the required qualities to run the Company successfully. In setting remuneration packages,
the Company takes into account pay and employment conditions within the same industry and in comparable
companies, as well as the Group’s relative performance and the performance of individual Directors.
The service contracts for executive directors are for fixed appointment periods which are not excessively long and
they do not contain onerous removal clauses. Notice periods are generally six months for executive directors. The
RC is responsible for reviewing the compensation commitments arising from directors’ contracts of service in the
event of early termination.
Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration,
and the procedure for setting remuneration in the company’s annual report. It should provide disclosure in relation
to its remuneration policies to enable investors to understand the link between remuneration paid to directors and
key executives and performance.
he level and mix of remuneration of Directors of the Company and the remuneration of the Group’s top seven
T
executives (who are not directors) for the year ended 31 December 2008 are as follows:
a. Directors
Remuneration Bands Base1 Variable2 Other3 Fees4
and Name of Directors Salary Payment Benefits
$500,000 and more
Lim Tiam Seng 25% 72% 3% -
Lim Tiang Chuan 31% 65% 4% -
Chia Lee Meng Raymond 22% 76% 2% -
$250,000 to $499,999
None
Below $250,000
Goh Chee Wee - - - 100%
Hoon Tai Meng - - - 100%
Ang Mong Seng - - - 100%
Tan Shao Ming (appointed on 5 March 2008 and - - - -
resigned on 20 March 2009)
Daniel Matthew Anderson (appointed on - - - -
6 November 2008 and resigned on 20 March 2009)
Cham Sin Kai (resigned on 5 March 2008) - - - -
Oliver Paul Weisberg (resigned on 6 November 2008) - - - -
Employees whose remuneration exceed $150,000 and are immediate family members of a Director or the CEO.
Below $250,000
Lim Sock Joo# 67% 33% - -
1. Base salaries include contractual bonus and Central Provident Fund contributions.
2. Variable payment includes performance bonus and profit sharing and Central Provident Fund contribution.
3. Other benefits refer to benefit-in-kind such as car subsidy, club membership, etc made available as appropriate.
4. Subject to approval by shareholders as a lump sum at the annual general meeting for the financial year ended 31 December 2008.
# Lim Tian Back and Lim Tian Moh are siblings of Chairman and Deputy Chairman; Lim Ling Kwee and Lim Sock Joo are son and daughter of
Chairman and nephew and niece of Deputy Chairman. Their remuneration exceeded $150,000 during the year ended 31 December 2008.
The Board is of the opinion that it is not necessary that the remuneration policies be approved at the annual general
meeting as the RC has reviewed it.
3.1 Accountability
Principle 10: The Board should present a balanced and understandable assessment of the company’s performance,
position and prospects.
The Board through its announcements of quarterly, half-yearly and full-year results aims to provide the shareholders
with a balanced and understandable assessment of the Company’s performances and prospects as timely as possible
whilst striking a balance on cost. The Management provides the Board with a continual flow of relevant information
on a timely basis and meets the Board regularly for discussion on operational and financial matters.
Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its
authority and duties.
The Board established an AC which comprises Mr Goh Chee Wee, Mr Hoon Tai Meng and Mr Ang Mong Seng, all of
whom are Independent Directors. The Chairman of the AC is Mr Goh Chee Wee. The Board is of the view that the
members of the AC have sufficient financial management expertise and experience to discharge the AC’s functions.
The AC has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by
the Management and full discretion to invite any Directors to attend its meeting and reasonable resources to enable
it to discharge its functions properly.
During the year under review, the AC met quarterly to review the following:
a. The annual audit plan of the Company’s internal and external auditors and ensures the adequacy of the Company’s
system of accounting controls and the co-operation given by the Company’s management to the external and
internal auditors;
b. The results of the external auditors’ examination and their evaluation of the Group’s internal control system;
c. The nature and extent of non-audit services provided by the external auditors - the AC was satisfied that the nature
and extend of such services would not affect the independence of the external auditors;
d. The cost effectiveness and the independence and objectivity of the external auditors;
e. T he recommendation for re-appointment of Messrs Ernst & Young as auditors of the Company for the
ensuing year;
f. The reports and findings from the internal auditors in respect of the adequacy of the Company’s internal controls
in management, business and service systems and practices; and
g. The results announcements of the consolidated financial statements of the Group before their submission to the
Board of Directors for approval of release of the results announcement to the SGX-ST.
The ‘whistle-blowing’ framework was put in place, where all the employees of the Group may, in confidence raise concerns
about possible improprieties in matters of financial reporting or other matters to the Group Chief Executive Officer.
Apart from the above, based on the recommendations made by the internal and external auditors, the AC has also
reviewed the actions taken by the Management and their effectiveness on the areas involving financial, operational
and risk management. The AC has also met with internal and external auditors, without the presence of the Company’s
Management to review the co-operation given by the Company’s officers.
Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard
the shareholders’ investments and the company’s assets.
The Board is responsible for ensuring that the Management maintained a sound system of internal controls to
safeguard shareholders’ investment and the assets of the Group. The AC, with the assistance of internal and external
auditors has reviewed, and the Board believes that, in the absence of any evidence to the contrary, the system of
internal controls maintained by the Company’s Management which was in place throughout the financial year and up
to the date of this report provides reasonable, but not absolute, assurance against material financial misstatements
or loss, and includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of
financial information, compliance with appropriate legislation, regulation and best practice, and the identification and
containment of business risk. The Board notes that no system of internal controls could provide absolute assurance
against the occurrence of material errors, poor judgment in decision-making, human error, losses, fraud or other
irregularities.
Principle 13: The Company should establish an internal audit function that is independent of the activities it audits.
The Group’s internal audit function was outsourced to a professional firm that reports directly to the Chairman of
the AC, and administratively to the Group Chief Executive Officer. During the year, the internal auditors carried out
two visits to review and ascertain whether the internal control system established by the Management is adequate
to address the risks associated with the business process selected for review and to highlight for the Management’s
action areas of weakness. Their reports that include findings and recommendations were tabled to the AC and
Management.
Principle 14: Companies should engage in regular, effective and fair communication with shareholders.
The Company is committed to providing its investors with a high level of transparency by engaging in regular,
effective and fair communication with shareholders. In line with continuous disclosure obligations of the Company
pursuant to the SGX-ST’s Listing Rules, the Board’s policy is to provide timely information to all shareholders of
all major developments that impact the Group via SGXNET, Press Releases and Annual Reports and Company’s
website at www.chipengseng.com.sg.
For its efforts at disclosure and investors’ relations, the Company was awarded Runner-up for the “Most Transparent
Company” Award 2008 under the Construction Category organised by Securities Investors Association (Singapore).
Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the
opportunity to communicate their views on various matters affecting the company.
In addition, the Board welcomes the views of shareholders on matters affecting the Company, whether at shareholders’
meetings or on an ad hoc basis. Shareholders are informed of shareholders’ meetings through notices published in
the newspapers and reports or circulars sent to all shareholders. Each item of special business included in the notice
of the meeting is accompanied, where appropriate, by an explanation for the proposed resolution.
The Chairmen of the Audit, Remuneration and Nominating Committees are usually available at the meeting to
answer those questions relating to the work of these committees. The External auditors are also present to address
shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report.
There was no interested person transaction entered during the financial year under review.
Material Contracts
[Rule 1207 (8)]
Except as disclosed in Note 30 (Related Party Disclosures) of the Notes to the Financial Statements, there were no other
material contracts of the Company or its subsidiaries involving the interests of the Group Chief Executive Officer, each director
or controlling shareholder, either still subsisting as at the end of the financial year or if not then subsisting, entered into since
the end of the previous financial year.
An ESOS was set up in July 2001, which provides certain Directors (executive and non-executive) and employees of the
Company and its subsidiaries with an opportunity to participate in the equity of the Company and to motivate them towards
better performance and dedication.
The Company has issued an Internal Compliance Code on Dealings in Securities to Directors and key employees (including
employees with access to price-sensitive information to the Company’s shares) of the Group setting out the implications of
insider trading.
Under this Code, the Directors and key employees covered by this Code are prohibited in dealing in the Company’s shares at
least two weeks before the release of the quarterly financial results and one month before the release of full year financial
results to the SGX-ST, and ending on the release of such announcements.
In view of the processes in place, in the opinion of the Directors, the Company has complied with Listing Rule 1207(18) on
Dealings in Securities.
Business Risk
The Group has undertaken a broad spectrum of construction projects from both the private and public sectors, including HDB
projects, columbarium, residential and commercial properties, shophouses, institutional and industrial buildings and precast
projects. Its construction business is subject to the cyclical nature of construction industry in Singapore and the construction
in public housings is directly affected by the public housing policies.
The Group has since 2000, been actively acquiring and developing residential, commercial and industrial properties in
Singapore either on its own or with joint venture partners. Besides its presence in Singapore property market, the Group has
ventured into the growing property market of Vietnam. The Group will continue to acquire land for development in Singapore
as well as overseas through strategic partnerships to boost growth.
The Group’s continued success is affected by land sales policies, lending law for property developers and end-purchaser. It is
also affected by political and economic uncertainties in the region. The Group will continue to adopt a cautious approach and
to exercise due diligence with its investment.
Operational Risk
In the events of any delays in the completion of any project, the Group may be liable to pay liquidated damages. The quantum
of liquidated damages payable is normally specified in the contracts. The Group manages this risk through appointing
competent construction project team to manage subcontractors that have proven to be reliable as well as in analysing any
potential risks prior to the commencement of any construction projects to minimize any uncertainties. In the case of delivery
of development project, the development project team appoints experience consultants to awards reliable main contractor to
design and build the Group’s development projects.
Investment Risk
The Board of Directors has overall responsibility for determining the level and type of business risk that the Group undertakes.
All major construction tenders and property development proposals are submitted to Executive Directors and Board for
approval.
The Group has to be alert and cautious in estimating its tender price, as any under estimation in prices and volumes of major
construction materials would erode the profit margin. The Group has implemented adequate controls in its process for tender.
These include getting reliable quotations from subcontractors and making reasonable and prudent assumption in prices
of major construction materials. The key management reviews its costs at various stages to ensure that the construction
costs are kept within budget. Any potential overrun in costs would be investigated and rectified immediately if they are
controllable.
Property development business involves high capital outlay. The success and profitability of the projects are subject to varying
degrees of housing and mortgage financing policies which could affect the demand and pricing of the development project.
All significant project development proposals are carefully evaluated before submitting for Board to approve.
Financial Risk
The Group is exposed to a variety of financial risks, including interest rates, foreign currency, credit and liquidity risks. The
management of financial risks is outlined under Note 33 of the Notes to the Financial Statements.
In order to meet the demand of its current and future projects, the Group will need to attract, motivate and retain qualified
professionals who have relevant industry experiences to expand the Group businesses regionally. It has also a system in place
to identify, develop and retain high potential staff to take up key responsibilities
32 Directors’ Report
35 Statement by Directors
36 Independent
Auditors’ Report
38 Consolidated
Income Statement
39 Balance Sheets
41 Statements of
Changes in Equity
44 Consolidated
Cash Flow Statement
46 Notes to the
Financial Statements
The directors are pleased to present their report to the members together with the audited consolidated financial statements
of Chip Eng Seng Corporation Ltd. (the Company) and its subsidiaries (collectively, the Group) and the balance sheet and
statement of changes in equity of the Company for the financial year ended 31 December 2008.
Directors
The directors of the Company in office at the date of this report are:
In accordance with Articles 115 of the Company’s Articles of Association, Goh Chee Wee and Hoon Tai Meng retire and, being
eligible, offer themselves for re-election.
Pursuant to Section 153 of the Companies Act, Lim Tiam Seng retires and being eligible, offers himself for re-election.
Except as disclosed in this report, no director who held office at the end of the financial year had interest in shares, share
options, warrants or debentures of the Company, or of related corporations, either at the beginning of the financial year, or
date of appointment if later, or at the end of the financial year.
Share plans
The Company offers the following share plans:
At an Extraordinary General Meeting held on 27 April 2007, shareholders approved the Chip Eng Seng Performance Share
Plan. It recognises and rewards past contributions and services, and motivates Participants to ensure the long-term success
of the Company.
At an Extraordinary General Meeting held on 18 July 2001, shareholders approved the Chip Eng Seng Employees’ Share
Option Scheme 2001 for the granting of non-transferable options that are settled by physical delivery of the ordinary shares
of the Company, to certain Directors (executive and non-executive) and employees of the Company and its subsidiaries
with an opportunity to participate in the equity of the Company and to motivate them towards better performance and
dedication.
All share plans are administered by the Remuneration Committee which comprises the following directors:
No option and performance shares have been granted since the approval of these plans.
Audit Committee
The audit committee (AC) carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap.
50, including the following:
• Reviews the audit plans of the internal and external auditors of the Company, and reviews the internal auditors’ evaluation
of the adequacy of the Company’s system of internal accounting controls and the assistance given by the Company’s
Management to the external and internal auditors
• Reviews the quarterly and annual financial statements and the auditors’ report on the annual financial statements of the
Company before their submission to the board of directors
• Reviews effectiveness of the Company’s material internal controls, including financial, operational and compliance controls
and risk management via reviews carried out by the internal auditors
• Meets with the external auditors, other committees and management in separate executive sessions to discuss any
matters that these groups believe should be discussed privately with the AC
• Reviews legal and regulatory matters that may have a material impact on the financial statements, related compliance
policies and programmes and any reports received from regulators
• Reviews the cost effectiveness and the independence and objectivity of the external auditors
• Reviews the nature and extent of non-audit services provided by the external auditors
• Recommends to the board of directors the external auditors to be nominated, approves the compensation of the external
auditors and reviews the scope and results of the audit
• Reports actions and minutes of the AC to the board of directors with such recommendations as the AC considers
appropriate
• Reviews interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading
Limited (SGX-ST)’s Listing Manual
The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfied that the nature
and extent of such services would not affect the independence of the external auditors. The AC has also conducted a review
of interested person transactions.
The AC convened four meetings during the year with full attendance from all members. The AC has also met with internal
and external auditors, without the presence of the Company’s management, at least once a year.
Further details regarding the AC are disclosed in the Report on Corporate Governance.
Auditors
Ernst & Young LLP have expressed their willingness to accept reappointment as auditors.
Singapore
20 March 2009
We, Lim Tiam Seng and Lim Tiang Chuan, being two of the directors of Chip Eng Seng Corporation Ltd., do hereby state that,
in the opinion of the directors,
(i) the accompanying balance sheets, consolidated income statement, statements of changes in equity, and consolidated
cash flow statement together with notes thereto 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 31 December 2008 and the results of the business, changes in equity and cash flows
of the Group and the changes in equity of the Company for the year ended on that date; and
(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they fall due.
Singapore
20 March 2009
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion,
(i) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the
Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting
Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December
2008 and the results, changes in equity and cash flows of the Group and the changes in equity of the Company for the
year ended on that date; and
(ii) 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.
20 March 2009
Attributable to:
Equity holders of the Company 43,899 50,345
Minority interest (40) (7)
43,859 50,338
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Group Company
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000
Non-current assets
Property, plant and equipment 11 3,010 2,301 352 525
Investment properties 12 29,806 30,706 - -
Intangible assets 13 104 236 3 3
Investment in subsidiaries 14 - - 29,602 29,327
Investment in associates 15 106,108 58,086 650 650
Other receivables 16 114,941 104,757 52,869 55,108
Investments securities 17 1,215 7,790 1,120 7,544
Current assets
Gross amount due from customers
for contract work-in-progress 18 8,867 10,617 - -
Completed properties held for sale 19 6,902 14,200 - -
Development properties 20 133,124 30,109 - -
Prepaid operating expenses 181 207 2 19
Trade and other receivables 16 96,883 50,360 5,847 5,998
Cash and cash equivalents 21 47,891 22,500 801 711
293,848 127,993 6,650 6,728
Deduct: Current liabilities
Loans and borrowings 22 100,517 5,047 - -
Gross amount due to customers for
contract work-in-progress 18 25,669 15,021 - -
Provisions 23 850 993 - -
Trade and other payables 24 134,183 53,642 339 510
Other liabilities 25 9,264 12,004 4,552 5,134
Income tax payable 7,168 3,982 20 6
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Group Company
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000
Equity attributable to equity
holders of the Company
Share capital 27(a) 79,691 79,691 79,691 79,691
Treasury shares 27(b) (4,826) (4,826) (4,826) (4,826)
Retained earnings 114,073 81,716 15,275 16,817
Other reserves 28 (3,651) 3,691 (3,815) 2,543
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Equity
attributable
to equity
holders Other
of the Share Treasury reserves,
Equity, Company, capital shares Retained total Minority
2008 total total (Note 27a) (Note 27b) earnings (Note 28) interest
Group $’000 $’000 $’000 $’000 $’000 $’000 $’000
Opening balance at
1 January 2008 160,487 160,272 79,691 (4,826) 81,716 3,691 215
Net loss on available-
for-sale financial assets (6,358) (6,358) - - - (6,358) -
Net loss recognised directly
in equity
- Net effect of exchange
differences (984) (984) - - - (984) -
Profit for the year 43,859 43,899 - - 43,899 - (40)
Closing balance at
31 December 2008 185,462 185,287 79,691 (4,826) 114,073 (3,651) 175
Equity
attributable
to equity
holders Other
of the Share Treasury reserves,
Equity, Company, capital shares Retained total Minority
2007 total total (Note 27a) (Note 27b) earnings (Note 28) interest
Group $’000 $’000 $’000 $’000 $’000 $’000 $’000
Opening balance at
1 January 2007 89,327 89,105 49,328 - 38,834 943 222
Net gain on available-
for-sale financial assets 2,543 2,543 - - - 2,543 -
Net income recognised
directly in equity
- Net effect of exchange
differences 205 205 - - - 205 -
Profit for the year 50,338 50,345 - - 50,345 - (7)
Closing balance at
31 December 2007 160,487 160,272 79,691 (4,826) 81,716 3,691 215
Total income and expenses for the year 97,867 79,691 (4,826) 26,817 (3,815)
Dividend for 2007 - paid (first and final
dividend of 0.75 cent per share, tax exempt,
one-tier tax and special dividend of 1.00 cent
per share, tax exempt, one tier tax) (11,542) - - (11,542) -
Total income and expenses for the year 76,151 49,328 - 24,280 2,543
Shares issued during the year 30,363 30,363 - - -
Purchase of treasury shares (4,826) - (4,826) - -
Dividend for 2006 - paid (first and final
dividend of 0.75 cent per share, less tax of
18% and special dividend of 0.75 cent per
share, less tax of 18%) (7,463) - - (7,463) -
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2008 2007
$’000 $’000
Operating activities
Profit before tax 48,504 52,632
Adjustments for:
Depreciation and amortisation 905 573
Interest income (5,562) (4,965)
Dividend income (80) (11)
Interest expense 3,592 3,328
Net gain on disposal of property, plant and equipment (456) (137)
Foreign currency translation adjustment (985) 210
Net fair value loss/(gain) on investments securities 245 (158)
Provision for foreseeable losses 11,904 12,311
Share of results of associates (49,204) (51,852)
Net fair loss/(gain) on investment properties 900 (6,900)
Net loss/(gain) on disposal of investment securities 44 (1)
Property, plant and equipment written off - 12
Impairment loss on trade receivables 2,477 -
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2008 2007
$’000 $’000
Investing activities
Purchase of property, plant and equipment (1,654) (1,567)
Proceeds from disposal of property, plant and equipment 554 139
Investment in associates (4,074) (283)
Proceeds from disposal of investments securities - 1
Dividend income 5,337 12,887
Advances to associates (7,323) (53,181)
Purchase of investment securities (70) (4,780)
Proceeds from disposal of intangible assets 110 47
Financing activities
Proceeds from/(repayment of) loans and borrowings 100,983 (47,081)
Dividends paid (11,542) (7,463)
Proceeds from MTN programme - 60,000
Purchase of treasury shares - (4,826)
Proceeds from issuance of new shares - 30,363
Repayment of obligations under finance leases (67) (1)
Cash and cash equivalents at end of the year (Note 21) 47,891 22,500
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
1. Corporate information
Chip Eng Seng Corporation Ltd. (the Company) is a limited liability company (Registration Number 199805196H)
incorporated in Singapore and is listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
The registered office and principal place of business of the Company is located at 69 Ubi Crescent, #06-01, CES
Building, Singapore 408561.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed
as below.
Associated companies
Held by the Company
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company have been prepared in accordance with Singapore Financial Reporting Standards (FRS).
The financial statements are presented in Singapore dollars (SGD or $) and all values in the tables are rounded
to the nearest thousand ($’000) as indicated.
The following INT FRSs are effective for annual period beginning 1 January 2008:
– INT FRS 111 FRS 102 – Group and Treasury Share Transactions
– INT FRS 112 Service Concession Arrangements
– INT FRS 114 FRS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their
Interaction
The adoption of the above interpretation does not have any impact on the financial statements.
The Group has not adopted the following FRS and INT FRS that have been issued but not yet effective:
Effective for annual
periods beginning
Reference Description on or after
The directors expect that the adoption of the above pronouncements will have no material impact on the financial
statements in the period of initial application, except for FRS 1 and FRS 108 as indicated below.
The revised FRS 1 requires owner and non-owner changes in equity to be presented separately. The statement
of changes in equity will include only details of transactions with owners, with all non-owner changes in equity
presented as a single line item. In addition, the revised standard introduces the statement of comprehensive
income: it presents all items of income and expense recognised in profit or loss, together with all other items
of recognised income and expense, either in one single statement, or in two linked statements. The Group is
currently evaluating the format to adopt.
FRS 108 requires entities to disclose segment information based on the information reviewed by the entity’s chief
operating decision maker. The impact of this standard on the other segment disclosures is still to be determined.
As this is a disclosure standard, it will have no impact on the financial position and results of the Group when
implemented in 2009.
The International Accounting Standards Board issued IFRIC 15 in July 2008 which becomes effective for financial
years beginning on or after 1 January 2009. When adopted, the interpretation is to be applied retrospectively. It
clarifies when and how revenue and related expenses from the sale of a real estate unit should be recognised if
an agreement between a developer and a buyer is reached before construction of the real estate is completed.
Furthermore, the interpretation provides guidance on how to determine whether an agreement for the
construction of real estate is within the scope of FRS 11, Construction Contracts or FRS 18, Revenue.
RAP 11 is still applicable in Singapore as IFRIC 15 has not been adopted by the Accounting Standards Council.
It was issued by the Institute of Certified Public Accountants of Singapore in October 2005. In the RAP, it is
mentioned that a property developer’s sale and purchase agreement is not a construction contract as defined
in FRS 11 and the percentage of completion (“POC”) method of recognising revenue, which is allowed under
FRS 11 for construction contracts, may not be applicable for property developers. The relevant standard for
revenue recognition by property developers is FRS 18, which addresses revenue recognition generally for all
types of entities. However, there is no clear conclusion in FRS 18 whether the POC method or the completion of
construction (“COC”) method is more appropriate for property developers.
The Company uses the POC method for recognising revenues from partly completed residential projects which
are held for sale. Had the COC method been adopted, the impact on the financial statements will be as follows:
2008 2007
$’000 $’000
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as
at the balance sheet date. The financial statements of the subsidiaries used in the preparation of the consolidated
financial statements are prepared for the same reporting date as the Company. Consistent accounting policies
are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group
transactions are eliminated in full.
Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a
revaluation and recognised in equity. Any excess of the cost of business combination over the Group’s share in
the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as
goodwill on the balance sheet. Any excess of the Group’s share in the net fair value of the acquired subsidiary’s
identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as
income in the income statement on the date of acquisition.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control ceases.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and
are presented separately in the consolidated income statement and within equity in the consolidated balance
sheet, separately from parent shareholders’ equity. Transactions with minority interests are accounted for using
the entity concept method, whereby, transactions with minority interests are accounted for as transactions with
equity holders. On acquisition of minority interests, the difference between the consideration and book value of
the share of the net assets acquired is reflected as being a transaction between owners and recognised directly
in equity. Gain or loss on disposal to minority interests is recognised directly in equity.
Transactions in foreign currencies are measured in the respective functional currencies of the Company and its
subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating
those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in
terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial
transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the
balance sheet date are recognised in the income statement except for exchange differences arising on monetary
items that form part of the Group’s net investment in foreign subsidiaries, which are recognised initially in equity
as foreign currency translation reserve in the consolidated balance sheet and recognised in the consolidated
income statement on disposal of the foreign operation.
The assets and liabilities of foreign operations are translated into SGD at the rate of exchange ruling at the
balance sheet date and their income statements are translated at the weighted average exchange rates for the
year. The exchange differences arising on the translation are taken directly to a separate component of equity
as foreign currency translation reserve. On disposal of a foreign operation, the cumulative amount recognised
in foreign currency translation reserve relating to that particular foreign operation is recognised in the income
statement.
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and
equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can be measured reliably.
Subsequent to recognition, plant and equipment and furniture and fixtures are measured at cost less accumulated
depreciation and accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the income
statement in the year the asset is derecognised.
Investment properties are initially recorded at cost. Subsequent to recognition, investment properties are
measured at fair value and gains or losses arising from changes in the fair value of investment properties are
included in the income statement in the year in which they arise.
Investment properties are derecognised when either they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or
losses on the retirement or disposal of an investment property are recognised in the income statement in the
year of retirement or disposal.
Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property to owner occupied property, the deemed cost for subsequent accounting is the fair value at
the date of change in use. For a transfer from owner occupied property to investment property, the property is
accounted for in accordance with the accounting policy for property, plant and equipment set out in Note 2.7 up
to the date of change in use.
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a
business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets
are measured at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method are reviewed at least at each financial year-end.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or
at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset
with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to
be supportable.
Club membership
Club membership was acquired separately and is amortised on a straight-line basis over its finite useful life of
10 years.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment assessment for an asset is required, the Group makes an
estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and
its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets. In assessing value in use, the estimated future cash flows
expected to be generated by the asset are discounted to their present value. Where the carrying amount of an
asset exceeds its recoverable amount, the asset is written down to its recoverable amount.
Impairment losses are recognised in the income statement except for assets that are previously revalued where
the revaluation was taken to equity. In this case the impairment is also recognised in equity up to the amount of
any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed
only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last
impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable
amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss be recognised previously. Such reversal is recognised in the income statement unless the
asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.
2.11 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as
to obtain benefits from its activities.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less
impairment losses.
2.12 Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence.
The associate is equity accounted for from the date the Group obtains significant influence until the date the
Group ceases to have significant influence over the associate.
The Group’s investments in associates are accounted for using the equity method. Under the equity method, the
investment in associate is measured in the balance sheet at cost plus post-acquisition changes in the Group’s
share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the
investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable asset, liabilities
and contingent liabilities over the cost of the investment is deducted from the carrying amount of the investment
and is recognised as income as part of the Group’s share of results of the associate in the period in which the
investment is acquired.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does
not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
The financial statements of the associate are prepared as of the same reporting date as the Company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is
subject to joint control, where the strategic financial and operating decisions relating to the activity require the
unanimous consent of the parties sharing controls. The Group recognises its interest in joint venture using the
equity method.
The joint venture is equity accounted for from the date the Group obtains joint control until the date the Group
ceases to have joint control over the joint venture.
The financial statements of the joint venture are prepared as of the same reporting date as the Company. Where
necessary, adjustments are made to bring the accounting policies into line with those of the Group.
Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets
not at fair value through profit or loss, directly attributable transaction costs.
A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On
derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the
consideration received and any cumulative gain or loss that has been recognised directly in equity is recognised
in the income statement.
All regular way purchases and sales of financial assets are recognised or derecognised on the trade date, i.e.
the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or
sales of financial assets that require delivery of assets within the period generally established by regulation or
convention in the marketplace concerned.
Financial assets held for trading are classified as financial assets at fair value through profit or loss. Financial
assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired
principally for the purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair
value. Any gains or losses arising from changes in fair value of the financial assets are recognised in the
income statement. Net gains or net losses on financial assets at fair value through profit or loss include
exchange differences, interest and dividend income.
Financial assets with fixed or determinable payments that are not quoted in an active market are classified
as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised
cost using the effective interest method. Gains and losses are recognised in the income statement when the
loans and receivables are derecognised or impaired, and through the amortisation process.
Available-for-sale financial assets are financial assets that are not classified in any of the other categories.
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses
from changes in fair value of the financial asset are recognised directly in the fair value adjustment reserve
in equity, except that impairment losses, foreign exchange gains and losses on monetary instruments and
interest calculated using the effective interest method are recognised in the income statement. The cumulative
gain or loss previously recognised in equity is recognised in the income statement when the financial asset is
derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less
impairment loss.
If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been
incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.
The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is
recognised in the income statement.
When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly
or if an amount was charged to the allowance account, the amounts charged to the allowance account are
written off against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has been
incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties
of the debtor and default or significant delay in payments.
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 was recognised, the previously recognised impairment
loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the
reversal date. The amount of reversal is recognised in the income statement.
If there is objective evidence (such as significant adverse changes in the business environment where the
issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment
loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows discounted at
the current market rate of return for a similar financial asset. Such impairment losses are not reversed in
subsequent periods.
Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor,
and the disappearance of an active trading market are considerations to determine whether there is objective
evidence that investment securities classified as available-for-sale financial assets are impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net
of any principal payment and amortisation) and its current fair value, less any impairment loss previously
recognised in the income statement, is transferred from equity to the income statement. Reversals of
impairment losses in respect of equity instruments are not recognised in the income statement. Reversals of
impairment losses on debt instruments are recognised in the income statement if the increase in fair value of
the debt instrument can be objectively related to an event occurring after the impairment loss was recognised
in the income statement.
2.16 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits, and short-term, highly liquid investments
that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes
in value. These also include bank overdrafts that form an integral part of the Group’s cash management.
Contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the
stage of completion of the contract activity at the balance sheet date, when the outcome of a construction
contract can be estimated reliably. When the outcome of a construction contract cannot be estimated reliably,
contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable and
contract costs are recognised as expense in the period in which they are incurred. An expected loss on the
construction contract is recognised as an expense immediately when it is probable that total contract costs
will exceed total contract revenue.
Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract
work, claims and incentive payments to the extent that it is probable that they will result in revenue and they
are capable of being reliably measured.
The stage of completion is determined by reference to the proportion that contract costs incurred for work
performed to date bear to the estimated total contract costs.
Development properties are properties held and developed for sale in the ordinary course of business.
Development properties are measured at lower of cost and net realisable value. The costs are assigned
by using specific identification. Net realisable value represents the estimated selling price less costs to be
incurred in selling the properties.
Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable
that an outflow of economic resources will be required to settle the obligation and the amount of the obligation
can be estimated reliably.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of economic resources will be required to settle the obligation, the provision
is reversed. If the effect of the time value of money is material, provisions are discounted using a current
pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than
derivatives, directly attributable transaction costs.
Subsequent to initial recognition, all financial liabilities are measured at amortised cost using the effective
interest method, except for derivatives, which are measured at fair value.
A financial liability is derecognised when the obligation under the liability is extinguished. For financial
liabilities other than derivatives, gains and losses are recognised in the income statement when the liabilities
are derecognised, and through the amortisation process. Any gains or losses arising from changes in fair value
of derivatives are recognised in the income statement. Net gains or losses on derivatives include exchange
differences.
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse
the holder for a loss it incurs because a specified debtor fails to make payment when due.
Financial guarantees are recognised initially at fair value. Subsequent to initial recognition, financial guarantees
are recognised as income in the income statement over the period of the guarantee. If it is probable that the
liability will be higher than the amount initially recognised less amortisation, the liability is recorded at the
higher amount with the difference charged to the income statement.
Borrowing costs are recognised in the income statement as incurred except to the extent that they are
capitalised. Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or
production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare
the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred.
Borrowing costs are capitalised until the assets are ready for their intended use or sale.
The Group participates in the national pension schemes as defined by the laws of the countries in which it has
operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund
scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension
schemes are recognised as an expense in the period in which the related service is performed.
2.24 Leases
(a) As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership
of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if
lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the
amount capitalised. Lease payments are apportioned between the finance charges and reduction of the
lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged to the income statement. Contingent rents, if any, are charged as expenses in the
periods in which they are incurred.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease
term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.
Operating lease payments are recognised as an expense in the income statement on a straight-line basis
over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction
of rental expense over the lease term on a straight-line basis.
(b) As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to
the carrying amount of the leased asset and recognised over the lease term on the same bases as rental
income. The accounting policy for rental income is set out in Note 2.25(e).
2.25 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or
receivable.
Accounting policy for recognising construction contract revenue is stated in Note 2.17.
Revenue from property development is recognised upon signing of Sale and Purchase Agreement with
customers. 20% of the total estimated profit attributable to the actual contracts signed is recognised.
Subsequent recognition of revenue and profit are based on the progress of construction work. The
progress of construction work is determined based on the stage of completion certified by an architect or
a quantity surveyor. All losses are provided for as they become known.
Dividend income is recognised when the Group’s right to receive payment is established.
Rental income arising on investment properties is accounted for on a straight-line basis over the lease
terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income
over the lease term on a straight-line basis.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantially enacted by the balance sheet date.
Current taxes are recognised in the income statement except that tax relating to items recognised directly
in equity is recognised directly in equity.
Deferred tax assets and liabilities are recognised for all temporary differences, except:
- Where the deferred tax arises from the initial recognition of an asset or liability in a transaction that
is not a business combination and, at the time of the transaction affects neither the accounting profit
nor taxable profit or loss;
- In respect of temporary differences associated with investments in subsidiaries, associates and interests
in joint ventures, where the timing of the reversal of the temporary differences can be controlled by the
Group and it is probable that the temporary differences will not reverse in the foreseeable future; and
- In respect of deductible temporary differences and carry-forward of unused tax credits and unused tax
losses, if it is not probable that taxable profit will be available against which the deductible temporary
differences and carry-forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax asset is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance sheet
date and are recognised to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be utilised.
Deferred taxes are recognised in the income statement except that deferred tax relating to items recognised
directly in equity is recognised directly in equity and deferred tax arising from a business combination is
adjusted against goodwill on acquisition.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
- Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation
authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as
part of the expense item as applicable; and
- Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
2.27 Segment reporting
A business segment is a distinguishable component of the Group that is engaged in providing products or
services that are subject to risks and returns that are different from those of other business segments. A
geographical segment is a distinguishable component of the Group that is engaged in providing products or
services within a particular economic environment and that is subject to risks and returns that are different
from those of components operating in other economic environments.
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly
attributable to the issuance of ordinary shares are deducted against share capital.
When shares recognised as equity are reacquired, the amount of consideration paid is recognised directly in
equity. Reacquired shares are classified as treasury shares and presented as a deduction from total equity.
No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of treasury
shares.
2.30 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the
control of the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group.
In the process of applying the Group accounting policies, management has made the following judgements,
apart from those involving estimations which has the most significant effect on the amounts recognised in
the financial statements:
The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is involved in
determining the Group-wide provision for income taxes. There are certain transactions and computations
for which the ultimate tax determination is uncertain during the ordinary course of business. The
Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will
be due. Where the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in the period in which
such determination is made. The carrying amount of the Group’s income tax payables and deferred tax
liabilities at the balance sheet date was $7,168,000 (2007: $3,982,000) and $319,000 (2007: $576,000)
respectively.
A warranty provision is made for completed construction projects that are under warranty at the balance
sheet date based on best estimate from past experience.
Provision for liquidated damages is made in respect of anticipated claims from project owners for
construction contracts of which deadlines are overdue or not expected to be completed on time in
accordance with contractual obligations.
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
The cost of plant and equipment is depreciated on a straight-line basis over the plant and equipment’s
estimated economic useful lives. Management estimates the useful lives of these plant and equipment to
be within 2 to 5 years. These are common life expectancies applied in the construction industry. Changes
in the expected level of usage and technological developments could impact the economic useful lives and
the residual values of these assets, therefore, future depreciation charges could be revised. The carrying
amount of the Group’s plant and equipment at the balance sheet date is disclosed in Note 11 to the financial
statements. A 5% difference in the expected useful lives of these assets from management’s estimates
will not have any material impact to the Group’s profit or loss for the year.
The Group assesses whether there are any indicators of impairment for all non-financial assets at each
reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at
other times when such indicators exist. Other non-financial assets are tested for impairment when there
are indicators that the carrying amounts may not be recoverable.
When value in use calculations are undertaken, management must estimate the expected future cash
flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the
present value of those cash flows.
The Group assesses at each balance sheet date whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Group considers
factors such as the probability of insolvency or significant financial difficulties of the debtor and default
or significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated
based on historical loss experience for assets with similar credit risk characteristics. The carrying amount
of the Group’s loans and receivable at the balance sheet date is disclosed in Note 16 to the financial
statements.
The Group recognises contract revenue by reference to the stage of completion of the contract activity at
the balance sheet date, when the outcome of a construction contract can be estimated reliably. The stage of
completion is measured by reference to the proportion that contract costs incurred for work performed to
date bear to the estimated total contract costs. Significant assumptions are required to estimate the total
contract costs and the recoverable variation works that will affect the stage of completion. The estimates
are made based on past experience and knowledge of the project engineers. The carrying amounts of
assets and liabilities arising from construction contracts at the balance sheet date are disclosed in Note
18 to the financial statements.
4. Revenue
Group
2008 2007
$’000 $’000
354,591 201,174
5. Interest income
Group
2008 2007
$’000 $’000
6. Other income
Group
2008 2007
$’000 $’000
Net gain from fair value adjustment of investment properties (Note 12) - 6,900
Net gain on disposal of property, plant and equipment 456 137
Net gain on disposal of investment securities - 1
Net fair value gain on investment securities - 158
Exchange gain - 856
Management fee received from an associate 66 -
Others 437 350
959 8,402
7. Finance costs
Group
2008 2007
$’000 $’000
The major components of income tax expense for the years ended 31 December 2008 and 2007 are:
Group
2008 2007
$’000 $’000
Income statement:
Current income tax
- current income taxation 2,935 2,039
- under/(over) provision in respect of previous years 1,967 (133)
4,902 1,906
Deferred income tax
- obligation and reversal of temporary differences (257) 388
A reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax
rate for the years ended 31 December 2008 and 2007 are as follows:
Group
2008 2007
$’000 $’000
Tax at the domestic rates applicable to profits in the countries where the Group operates 11,252 11,715
Adjustments:
Tax effect of expenses not deductible 761 215
Tax effect of income not taxable (14) (410)
Tax effect of unrecognised deferred tax assets 2,379 2,467
Tax effect of partial tax exemption (278) (82)
Under/(over) provision in respect of previous years 1,967 (133)
Share of results of associates (11,399) (11,547)
Others (23) 69
The corporate income tax rate applicable to Singapore companies of the Group was reduced to 18% for the year of
assessment 2008 onwards from 20% for year of assessment 2007.
The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.
The following tables reflect the profit and loss and share data used in the computation of basic earnings per share for
the years ended 31 December:
Group
2008 2007
’000 ’000
Weighted average number of ordinary shares for basic earnings per share computation
659,515 623,034
There is no dilution of earnings per share for the financial year as there are no outstanding dilutive potential ordinary
shares of the Company.
There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date
and before the completion of these financial statements.
Container
office,
building and Computer Furniture,
Leasehold construction Motor and office fixture and
Group building equipment vehicles equipment fittings Total
$’000 $’000 $’000 $’000 $’000 $’000
Cost
At 1 January 2007 268 9,608 1,801 506 431 12,614
Additions - 329 366 269 650 1,614
Write-offs - - - (13) - (13)
Disposals - (233) (193) (2) - (428)
At 31 December 2007
and 1 January 2008 268 9,704 1,974 760 1,081 13,787
Additions - 220 891 348 232 1,691
Disposals - (370) (199) (19) - (588)
Accumulated depreciation
and impairment
At 1 January 2007 255 9,479 905 313 420 11,372
Depreciation charge
for the year 13 101 252 129 47 542
Disposals - (234) (193) (1) - (428)
At 31 December 2007
and 1 January 2008 268 9,346 964 441 467 11,486
Depreciation charge
for the year - 109 397 217 160 883
Disposals - (368) (103) (18) - (489)
Cost
At 1 January 2007 1,053 106 430 1,589
Additions - 13 10 23
Disposals (193) (2) - (195)
During the financial year, the Group acquired motor vehicles with an aggregate cost of $167,000 (2007: $186,000)
by means of finance leases.
The carrying amount of motor vehicles held under finance leases at the balance sheet date was $139,000 (2007:
$177,000).
Leased assets are pledged as security for the related finance lease liabilities.
At 31 December
29,806 30,706
2 adjoining units of 2-storey 6, 6A, 6B Perak Road, 99 years from Shops and offices
pre-war shophouses with an attic Singapore 12 October 1995
(86 years remaining)
2 adjoining units of 3-storey 86, 86A, 86B Tanjong 99 years from Shops and offices
shophouses Pagar Road, 27 September 1988
Singapore (79 years remaining)
A part 2/part 4-storey 161 Geylang Road, 99 years from 4 May 1993 Shops and offices
commercial building comprising Singapore (84 years remaining)
an eating house and lock-up shop
on the 1st storey and offices on
the upper storey
Retained units in a 6-storey 69 Ubi Crescent, 60 years from 5 July 1997 Light industrial
light industrial building with a Singapore (49 years remaining) building
basement carpark
3 adjoining units of 2-1/2 storey 115 Geylang Road, Freehold Boarding hotel
shophouses with 4-storey rear Singapore
extension comprising a restaurant
on the 1st storey and a 27-room
boarding house on the upper
storey
All the above investment properties are charged to banks by way of legal mortgages for banking facilities granted to
the Group (Note 22).
Investment properties are stated at fair value, which has been determined based on valuations at the balance sheet
date. Valuations are performed by accredited independent valuers with recent experience in the location and category
of the properties being valued. The valuations are arrived at by direct comparison with transactions of comparable
properties within the vicinity and elsewhere.
As disclosed in Note 4, the property rental income earned by the Group for the year ended 31 December 2008 from
its investment properties, almost all of which are leased out under operating leases, amounted to $1,477,000 (2007:
$1,695,000). Direct operating expenses (including repairs and maintenance, property tax, etc.) arising on the rental-
earning investment properties amounted to $950,000 (2007: $573,000).
Group
Cost
At 1 January 2007 314
Disposal (47)
At 31 December 2008 25
Company $’000
The amortisation of club membership is included in the “Administrative expenses” line item in the income
statement.
Shares, at cost
29,602 29,327
The Group’s contingent liabilities in respect of its investment in subsidiaries are disclosed in Note 32.
The Group’s contingent liabilities in respect of its investment in associates are disclosed in Note 32.
The summarised financial information of the associates, not adjusted for the proportion of ownership interest held
by the Group, is as follows:
Group
2008 2007
$’000 $’000
Results:
Revenue 400,418 341,729
Total trade and other receivables
(current and non-current) 211,824 155,117 58,716 61,106
Add:
- Cash and cash equivalent (Note 21) 47,891 22,500 801 711
These amounts are non-interest bearing and are generally on 30 to 90 days terms. They are recognised at their
original invoice amounts which represent their fair values on initial recognition.
Recoverables
Amounts due from subsidiaries (non-trade) are unsecured, non-interest bearing and are not expected to be repaid
within the next 12 months.
Included in amounts due from associates are loans amounting to $97,140,000 (2007: $95,234,000) which bear
interest between 3.5% to 7% p.a. (2007: 3.5% to 7% p.a.) and are subordinated to the bank borrowings of the
associated companies.
The remaining balances are unsecured, non-interest bearing and are not expected to be repaid within the next 12
months.
The Group’s trade receivables that are impaired at the balance sheet date and the movement of the allowance
accounts used to record the impairment are as follows:
Group
2008 2007
$’000 $’000
2,913 -
The above trade receivables that are individual determined to be impaired at the balance sheet date relate to buyers
of the Group’s development property who have defaulted on progress payment due.
(16,802) (4,404)
Presented as:
Gross amount due from customers for contract work 8,867 10,617
6,902 14,200
The above relates to the following completed property held for sale:
193,472 60,125
Add: Recognised profits 31,644 12,161
Less: Progress billings (91,992) (42,177)
133,124 30,109
The development properties of $121,410,000 (2007: $30,109,000) are subject to legal mortgages for the purpose of
securing the bank loans (Note 22).
Cash at banks earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for
varying periods of between 7 days and a month depending on the immediate cash requirements of the Group, and
earn interests at the respective short term deposit rates.
As required by the Housing Developers (Project Account) Rules, project accounts are maintained with financial
institutions for housing development projects undertaken by the Group. The operation of a project account is restricted
to the specific project and governed by rules and regulations stipulated by the Housing Developers (Project Account)
Rules. As at 31 December 2008, the project accounts have a total balance of $15,857,000 (2007: $4,606,000).
Bank loans:
- SGD revolving short term loan at cost of fund + 1% p.a. 2009 16,500 5,000
- SGD short term loan at cost of fund + 1.25% p.a. 2009 12,000 -
- SGD revolving short term loan at 3.3% 2009 10,000 -
- SGD revolving short term loan at 3.1%, unsecured 2009 2,000 -
- Multicurrency Medium Term note at 4.275% p.a. 2009 60,000 -
100,517 5,047
Non-current:
Bank loans:
- SGD land loan at cost of fund + 1.1% p.a. 2008 - 16,117
- SGD term loan at cost of fund + 1.25% p.a. 2008 - 4,000
- Multicurrency Medium Term note at 4.275% p.a. 2009 - 60,000
- SGD land and development charge loan at 1% p.a.
above Swap Offer Rate 2012 85,600 -
85,600 80,117
These obligations are secured by a charge over the leased assets (Note 11). The average discount rate implicit in the
leases is 2.5% (2007: 2.5%).
These revolving short term loans are renewal for periods between 1 to 12 months and are secured over a charge over
the investment properties of the Group (Note 12).
The bank loan is secured on a development property which obtained Temporary Occupation Permit before year end.
This bank loan was fully repaid in January 2009.
These bank loans relate to the land parcel purchased for development property at Pasir Ris and are repayable in full
on the date falling 48 months after the drawdown date or 3 months after obtaining Temporary Occupation Permit,
whichever is the earlier. These bank loans are secured by:
This loan relate to the $150,000,000 Multicurrency Medium Term Note Programme. The Company’s subsidiary
company, CEL Development Pte Ltd issued $60,000,000 Term Note in April 2007. The term note is due for repayment
on the 9 April 2009 and is unconditionally and irrevocably guaranteed by the Company.
23. Provisions
Group
2008 2007
$’000 $’000
At 31 December 2008
850 993
Total financial liabilities carried at amortised cost 329,564 150,810 4,891 5,644
Trade payables
These amounts are non-interest bearing. Trade payables are normally settled on 30 to 90 days terms.
319 576 10 10
At the balance sheet date, no deferred tax liability (2007: Nil) has been recognised for taxes that would be payable on
the undistributed earnings of certain of the Group’s subsidiaries and joint venture as:
- The Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable
future; and
- The joint venture of the Group cannot distribute its earnings until it obtains the consent of both the ventures. At
the balance sheet date, the Group does not foresee giving such consent.
There are no income tax consequences (2007: Nil) attached to the dividends to the shareholders proposed by the
Company but not recognised as a liability in the financial statements (Note 36).
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by
the Company. All ordinary shares carry one vote per share without restrictions.
Treasury shares relate to ordinary shares of the Company that are held by the Company.
The Company acquired 8,000,000 shares in the Company through purchases on the Singapore Exchange in the
previous financial year. The total amount paid to acquire the shares was $4,826,000 and this was presented as a
component within shareholders’ equity.
The Company did not purchase any treasury shares during the financial year.
Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-sale
financial assets until they are disposed of or impaired.
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
At 1 January 2,543 - 2,543 -
Net gain on available-for-sale financial assets:
- net (loss)/gain on fair value changes during the year (6,358) 2,543 (6,358) 2,543
The foreign currency translation reserve represents exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that of the Group’s
presentation currency.
Group
2008 2007
$’000 $’000
At 31 December
(510) 474
25,528 16,916
In addition to the related party information disclosed elsewhere in the financial statements, the following
significant transactions between the Group and related parties took place at terms agreed between the parties
during the financial year:
Group
2008 2007
$’000 $’000
7,540 7,281
7,540 7,281
31. Commitments
(a) Capital commitments
Capital expenditure contracted for as at the balance sheet date but not recognised in the financial statements
are as follows:
Group
2008 2007
$’000 $’000
10,342 99,032
The Group has entered into industrial property lease on a pre-cast yard. Operating lease payments recognised in
the consolidated income statement during the year amounted to $547,000 (2007: $418,000).
Future minimum lease payments payable under non-cancellable operating leases as at 31 December are as
follows:
Group
2008 2007
$’000 $’000
1,877 1,706
(c) Operating lease commitments – As lessor
The Group leases certain properties under lease agreements that are non-cancellable within a year. These non-
cancellable leases have remaining non-cancellable lease terms of between 1 and 3 years. All leases include a
clause to enable upward revision of the rental charge on an annual basis based on prevailing market conditions.
Future minimum rentals receivable under non-cancellable operating leases as at balance sheet date are as
follows:
Group
2008 2007
$’000 $’000
2,760 1,972
Future minimum lease payments under finance leases together with the present value of the net minimum lease
payments are as follows:
Group
2008 2007
Present Present
Minimum value of Minimum value of
lease payments lease payments
payments (Note 22) payments (Note 22)
$’000 $’000 $’000 $’000
Minimum lease payment
- not later than one year 17 17 48 47
Less: Amounts representing finance charges - - (1) -
(a) It has guarantee the banking facilities of $508,222,000 (2007: $257,413,000) granted to its subsidiaries. At 31
December 2008, the amount utilised was $264,590,000 (2007: $158,404,000);
(b) It has guarantee performance bonds of $25,764,000 (2007: Nil) provided by insurance company;
(c) It has guaranteed part of the banking facilities of an associate to a maximum amount of $43,240,500 (2007:
$43,240,500); and
(d) For banking facilities of $496,839,000 (2007: $496,839,000) and $172,962,000 (2007: $172,962,000) granted
to three associates, the Company has guarantee to meet 50% and 25% respectively of the interest expense,
guarantee to complete construction of the development projects and to meet any cost overrun on the development
projects.
Based on information currently available, the Company does not expect any liabilities to arise from the guarantees.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default
on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other
receivables. For other financial assets (including investment securities and cash and cash equivalents), the Group
and the Company minimise credit risk by dealing exclusively with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy
that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition,
receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is
not significant.
At the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk is represented by:
- the carrying amount of each class of financial assets recognised in the balance sheets; and
- corporate guarantee provided by the Company for banking facilities granted to subsidiaries (Note 32).
Information regarding credit enhancements for trade and other receivables is disclosed in Note 16.
The Group determines concentrations of credit risk by monitoring the country and industry sector profile of its
trade receivables on an on-going basis. The credit risk concentration profile of the Group’s trade at the balance
sheet date is as follows:
Group
2008 2007
$’000 % of total $’000 % of total
By country:
Singapore 66,560 100 36,004 100
Australia 10 - 6 -
At the balance sheet date, approximately 59% (2007: 74%) of the Group’s trade receivables were due from
5 major customers who are located in Singapore.
Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment
record with the Group. Cash and cash equivalents and investment securities that are neither past due nor impaired
are placed with or entered into with reputable financial institutions with high credit ratings and no history of default.
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due
to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches
of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a
balance between continuity of funding and flexibility through the use of stand-by credit facilities.
At the balance sheet date, approximately 54% (2007: 6%) of the Group’s loans and borrowings (Note 22) will
mature in less than one year based on the carrying amount reflected in the financial statements.
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the
balance sheet date based on contractual undiscounted payments.
2008
1 year 1 to 5 Over
Group or less years 5 years Total
$’000 $’000 $’000 $’000
Trade and other payables 134,183 - - 134,183
Other liabilities and derivatives 9,264 - - 9,264
Loans and borrowings 100,517 85,600 - 186,117
4,891 - - 4,891
Company
Trade and other payables 510 - - 510
Other liabilities and derivatives 5,134 - - 5,134
Loans and borrowings - - - -
5,644 - - 5,644
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial
instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure
to interest rate risk arises primarily from their loans and borrowings and interest-bearing loans given to associates.
The interest charge for loan and borrowings are made up of a mixture of fixed and floating rate (Note 22). The
floating rate loans are contractually repriced at intervals of 1 month to 3 months. The interest rate charge for
loans to associates is at fixed rate (Note 16).
At the balance sheet date, if SGD interest rates had been 75 (2007: 75) basis points lower/higher with all other
variables held constant, the Group’s profit net of tax would have been $776,000 (2007: $154,000) higher/lower,
arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings.
The functional currencies of the Group entities are primarily SGD, US dollar (USD) and Australian dollar (A$)
and Vietnamese Dong (VND). All the sales and cost of sales are in their respective functional currencies of the
Group entities.
The Group and the Company also hold cash and cash equivalents denominated in foreign currencies for working
capital purposes. At the balance sheet date, such foreign currency balances (mainly in A$) amounted to $480,000
(2007: $4,175,000) for the Group.
The Group is also exposed to currency translation risk arising from its net investments in foreign operations in
Australia. The Group’s net investments in Australia is not hedged as currency positions in A$ is considered to be
long-term in nature.
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change
in the USD, A$ and Vietnamese Dong (VND) exchange rates (against SGD), with all other variables held constant.
USD
- strengthened 3% (2007: 3%) +414 +184
- weakened 3% (2007: 3%) -414 -184
A$
- strengthened 3% (2007: 3%) +108 +115
- weakened 3% (2007: 3%) -108 -115
VND
- strengthened 3% (2007: 3%) -1 -
- weakened 3% (2007: 3%) +1 -
Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate
because of changes in market prices (other than interest or exchange rates). The Group is exposed to equity price
risk arising from its investment in quoted equity instruments. These instruments are quoted on the SGX-ST in
Singapore and the HoChiMinh Stock Exchange in Vietnam. These are classified as held for trading or available-
for-sale financial assets.
At the balance sheet date, 85% (2007: 94%) of the Group’s equity portfolio consist of quoted investment in
Vietnam.
At the balance sheet date, if the STI and the HoChiMinh Stock Exchange had been 2% (2007: 2%) higher/lower
with all other variables held constant, the Group’s profit net of tax would have been $3,000 (2007: $8,000) higher/
lower, arising as a result of higher/lower fair value gains on held for trading investments in equity instruments,
and the Group’s other reserve in equity would have been $20,000 (2007: $146,000) higher/lower, arising as a
result of an increase/decrease in the fair value of equity instruments classified as available-for-sale.
The carrying amount of cash and cash equivalents, trade and other current receivables and payables, provision
and other liabilities approximate their respective fair values due to the relatively short-term nature of these
financial instruments.
The carrying amount of current and non-current bank loans are reasonable approximation of fair values as they
are floating rate instruments that are re-priced to market interest rates on or near the balance sheet date.
The carrying amount of the Multicurrency Medium Term Note amounting to $60 million at 4.275% p.a. and the
loans to associates amounting to $97,140,000 which bear interest between 3.5% to 7.0% p.a. approximate to fair
value at the balance sheet date.
Fair value is determined directly by reference to their published market bid price at the balance sheet date.
The fair values for the non-trade amounts due from subsidiaries and the non-trade interest-free amounts are not
determined as the timing of the future cash flow arising from the amounts cannot be estimated reliably.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years
ended 31 December 2008 and 31 December 2007.
The Group includes within net debt, loans and borrowings, trade and other payables, other liabilities, less cash
and cash equivalents. Capital includes equity attributable to the equity holders of the Company less the fair value
adjustment reserve.
Group
2008 2007
$’000 $’000
The primary segment reporting format is determined to be business segments as the Group’s risks and rates of
return are affected predominantly by differences in the products and services provided. Secondary information is
reported geographically. The operating businesses are organised and managed separately according to the nature
of the products and services provided, with each segment representing a strategic business unit that offers different
products and serves different markets.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, income tax and deferred tax
assets and liabilities, loans and borrowings and related expenses.
Transfer prices between business segments are set on an arm’s length basis in a manner similar to transactions with
third parties. Segment revenue, expenses and results include transfers between business segments. These transfers
are eliminated on consolidation.
Business segments
Geographical segments
The Group’s geographical segments are based on the location of the Group’s assets. Sales to external customers
disclosed in geographical segments are based on the geographical location of its customers.
The following tables present revenue and results information regarding the Group’s business segments for the
years ended 31 December 2008 and 2007.
Construction Property Property
business developments investments Others Eliminations Total
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Revenue:
Sales to
external
customers 301,081 161,592 52,028 37,882 1,477 1,695 5 5 - - 354,591 201,174
Inter-segment
sales 12,798 31,981 7,700 13,820 417 262 17,880 23,689 (38,795) (69,752) - -
Total revenue 313,879 193,573 59,728 51,702 1,894 1,957 17,885 23,694 (38,795) (69,752) 354,591 201,174
Results:
Segment result (10,546) (10,558) 13,978 6,462 (479) 8,182 (61) 22 - - 2,892 4,108
The following tables present assets, liabilities and other segment information regarding the Group’s business
segments as at and for the years ended 31 December 2008 and 2007.
Construction Property Property
business developments investments Others Eliminations Total
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Assets and
liabilities
Segment assets 136,950 65,132 282,736 172,057 32,282 33,093 2,299 8,869 (11,343) (5,368) 442,924 273,783
Investment in
associates 112 - 104,282 56,634 - - 1,714 1,452 - - 106,108 58,086
Segment
liabilities 161,231 65,956 187,238 89,099 10,550 284 4,900 5,457 (7,836) 6,028 356,083 166,824
Unallocated
liabilities 7,487 4,558
Other segment
information:
Capital
expenditures 1,435 908 228 674 3 8 25 24 - - 1,691 1,614
Depreciation
and
amortisation 483 282 222 93 2 2 198 196 - - 905 573
Provision for
foreseeable
losses 11,904 12,311 - - - - - - - - 11,904 12,311
Fair value
adjustment
on investment
properties - - - - 900 (6,900) - - - - 900 (6,900)
Net fair value
loss/(gain) on
investment
securities 108 (86) - - - - 137 (72) - - 245 (158)
Impairment
loss on trade
receivables - - 2,477 - - - - - - - 2,477 -
The following table present revenue, capital expenditure and certain asset information regarding the Group’s
geographical segments as at and for the years ended 31 December 2008 and 2007.
Revenue
Sales to external
customers 349,743 193,862 4,848 7,312 - - - - 354,591 201,174
Inter-segment sales 38,795 69,752 - - - - (38,795) (69,752) - -
Other segment
information:
Segment assets 426,231 250,979 7,737 18,391 20,299 9,781 (11,343) (5,368) 442,924 273,783
Investments in
associates 104,266 58,050 - - 1,842 36 - - 106,108 58,086
Total assets 530,497 309,029 7,737 18,391 22,141 9,817 (11,343) (5,368) 549,032 331,869
Capital expenditure
Property, plant
and equipment 1,687 1,614 - - - - 4 - 1,691 1,614
Share Capital
Issued and fully paid-up capital : $79,690,709
Class of Shares : Ordinary share
Voting rights : One vote for each share
Distribution of Shareholdings
No. of No. of
Size of Shareholdings Shareholders % Shares %
Direct Deemed
Substantial Shareholders Interest % Interest %
Lim Tiam Seng (1)
65,499,000 9.93 17,198,000 2.61
Lim Tiang Chuan 44,177,000 6.70 - -
Kwek Lee Keow (2) 17,198,000 2.61 65,499,000 9.93
Citadel Equity Fund Ltd (3) - - 166,878,790 25.30
Citadel Holdings Ltd (4) - - 166,878,790 25.30
Citadel Kensington Global Strategies Fund Ltd.(5) - - 166,878,790 25.30
Citadel Wellington L.L.C. (6) - - 166,878,790 25.30
Citadel Limited Partnership (7) - - 166,878,790 25.30
Citadel Investment Group (Hong Kong) Limited (8) - - 166,878,790 25.30
Citadel Investment Group, L.L.C. (9) - - 166,878,790 25.30
Kenneth Griffin (10) - - 166,878,790 25.30
Notes:
1 Mr Lim Tiam Seng’s deemed interests include 17,198,000 shares held by Madam Kwek Lee Keow (wife).
2 Madam Kwek Lee Keow’s deemed interests include the shares held by Mr Lim Tiam Seng (husband).
3 Citadel Equity Fund Ltd. (“CEFL”) is deemed interested in the 166,878,790 shares held by various nominees.
4 Citadel Holdings Ltd (“CHL”) as the parent company of CEFL is deemed, by virtue of Section 7 of the Companies Act, to be
interested in the above shares in which CEFL has an interest.
5 Citadel Kensington Global Strategies Fund Ltd. holds more than 20% in the shares of CHL, the parent company of CEFL and
is therefore deemed, by virtue of Section 7 of the Companies Act, to be interested in the above shares in which CEFL has an
interest.
6 Citadel Wellington L.L.C. holds more than 20% in the shares of CHL, the parent company of CEFL, and is therefore deemed, by
virtue of Section 7 of the Companies Act, to be interested in the above shares in which CEFL has an interest.
7 Citadel Limited Partnership (“CLP”) is the Portfolio Manager of CEFL and is therefore deemed, by virtue of Section 7 of the
Companies Act, to be interested in the above shares in which CEFL has an interest.
8 Citadel Investment Group (Hong Kong) Limited (“CIG HK”) is the Investment Manager of CEFL and is therefore deemed, by virtue
of Section 7 of the Companies Act, to be interested in the above shares in which CEFL has an interest.
9 Citadel Investment Group, L.L.C. (“CIG LLC”) is the General Partner of CLP, the Portfolio Manager of CEFL. In additional, CIG HK
is wholly owned by CIG LLC. CIG LLC is therefore deemed, by virtue of Section 7 of the Companies Act, to be interested in the
above shares in which CEFL has an interest.
10 CIG LLC is controlled by Mr. Kenneth Griffin, the President and Chief Executive Officer of CIG LLC. Mr. Kenneth Griffin is therefore
deemed, by virtue of Section 7 of the Companies Act, to be interested in the above shares in which CEFL has an interest.
ANNUAL REPORT 2008 Chip Eng Seng Corporation Ltd 93
Statistics Of Shareholdings cont’d
Twenty Largest Shareholders
No. Name No. of Shares %
1 Lim Tiam Seng 65,499,000 9.93
2 Lim Tiang Chuan 44 ,1 77,000 6.70
3 DBS Nominees Pte Ltd 40,236,507 6.10
4 Raffles Nominees Pte Ltd 32,409,000 4.91
5 Citibank Nominees S’pore Pte Ltd 26,1 23,533 3.96
6 Lim Tian Back 22,003,000 3.34
7 Lim Ling Kwee 20,605,000 3.1 2
8 Lim Tian Moh 1 9,353,000 2.93
9 Kwek Lee Keow 1 7, 1 98,000 2.6 1
10 Lim Sock Kiang 1 5,377,000 2.33
11 HSBC (Singapore) Nominees Pte Ltd 15,1 06,000 2.29
12 Lim Sock Joo 1 4,702,000 2.23
13 United Overseas Bank Nominees Pte Ltd 10,896,500 1.65
14 OCBC Securities Private Ltd 10,408,000 1.58
15 Hong Leong Finance Nominees Pte Ltd 7,93 1,000 1.20
16 DB Nominees (S) Pte Ltd 7,730,00 1 1 .1 7
17 Phillip Securities Pte Ltd 6,954,095 1 .05
18 UOB Kay Hian Pte Ltd 6,300,000 0.96
19 Kim Eng Securities Pte. Ltd. 5,865,000 0.89
20 Chia Lee Meng Raymond 5,625,000 0.85
Total : 394,498,636 59.80
Percentage of Shareholding in Public’s Hands
Approximately 40.31% of the Company’s shares are held in the hands of public. Accordingly, the Company has complied with
Rule 723 of the Listing Manual of the SGX-ST.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Emerald Suite, Golf Clubhouse-
Level II Orchid Country Club, No. 1 Orchid Club Road, Singapore 769162 on Monday, 27 April 2009 at 11.15 a.m. for the
following purposes:
AS ROUTINE BUSINESS:
1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the financial year ended 31
December 2008 and the Auditors’ Report thereon. (Resolution 1)
2. To declare a Tax Exempt One-Tier First and Final Dividend of 0.75 cent per ordinary share for the financial year ended
31 December 2008 (2007: Tax Exempt One-Tier First and Final Dividend of 0.75 cent per ordinary share and a Tax
Exempt One-Tier Special Dividend of 1 cent per ordinary share). (Resolution 2)
3. To re-elect Mr Goh Chee Wee, being a Director who retires by rotation pursuant to Article 115 of the Articles of
Association of the Company. [See Explanatory Note (i)] (Resolution 3)
4. To re-elect Mr Hoon Tai Meng, being a Director who retires by rotation pursuant to Article 115 of the Articles of
Association of the Company. [See Explanatory Note (ii)] (Resolution 4)
5. To re-appoint Mr Lim Tiam Seng as a Director of the Company pursuant to Section 153(6) of the Companies Act, Cap.
50, to hold office from the conclusion of this Annual General Meeting until the next Annual General Meeting.
(Resolution 5)
6. To approve the payment of Directors’ fee of S$185,000 for the financial year ended 31 December 2008 (2007:
S$157,500). (Resolution 6)
7. To re-appoint Messrs Ernst & Young LLP as Auditors and to authorise the Directors to fix their remuneration.
(Resolution 7)
8. To transact any other routine business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS:
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without modifications:
That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities
Trading Limited (“SGX-ST”) and notwithstanding the provisions of the Articles of Association of the Company,
authority be and is hereby given to the Directors of the Company to:
a. (i) issue shares in the capital of the Company (whether by way of rights, bonus or otherwise); and/or
(ii) make or grant offers, agreements or options (collectively, “instruments”) that may or would require
shares to be issued, including but not limited to the creation and issue of 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 that the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuance of any instrument made or granted by the Directors while this Resolution was in force,
provided that:
(i) 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) does not exceed fifty per cent
(50%) of the total number of issued shares excluding treasury shares of the Company (as calculated
in accordance with sub-paragraph (ii) below), of which the aggregate number of shares to be issued
other than on a pro-rata basis to shareholders of the Company with registered addresses in Singapore
(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
of the Company (as calculated in accordance with sub-paragraph (ii) below);
(ii) for the purpose of determining the aggregate number of shares that may be issued under sub-
paragraph (i) above, the percentage of the total number of issued shares excluding treasury shares of
the Company shall be calculated based on the total number of issued shares excluding treasury shares
of the Company at the time of the passing of this Resolution, after adjusting for:
1. new shares arising from the conversion or exercise of any convertible securities;
2. new shares arising from exercise of share options or vesting of share awards outstanding or
subsisting at the time of the passing of this Resolution, provided the options or awards were
granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
(iii) the fifty per cent (50%) limit under sub-paragraph (i) above, may be increased to one hundred per cent
(100%) where the Company undertakes a pro-rata renounceable rights issue;
(iv) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived
by the SGX-ST) and the Articles of Association for the time being of the Company; and
(v) 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 Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is required by law to be held, whichever
is the earlier.” [See Explanatory Note (iii)] (Resolution 8)
That subject to and pursuant to the share issue mandate in Resolution 8 above being obtained, authority be and is
hereby given to the Directors of the Company 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 twenty per cent (20%) discount to the weighted
average price per share determined in accordance with the requirements of the SGX-ST.”[See Explanatory Note (iv)]
(Resolution 9)
11. “CHIP ENG SENG EMPLOYEES’ SHARE OPTION SCHEME 2001
That the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the
provisions of the Chip Eng Seng Employees’ Share Option Scheme 2001 (the “2001 Scheme”) and pursuant to Section
161 of the Companies Act, Cap. 50, to allot and issue from time to time such number of shares in the capital of the
Company as may be required to be issued pursuant to the exercise of the options under the 2001 Scheme provided
always that the aggregate number of shares to be issued pursuant to the 2001 Scheme shall not exceed fifteen per
cent (15%) of the total number of issued shares excluding treasury shares of the Company from time to time.”
[See Explanatory Note (v)] (Resolution 10)
Notes:
1. Save as provided in the Articles of Association, a member entitled to attend and vote at the Annual General Meeting is
entitled to appoint up to two proxies to attend and vote in his stead. A proxy need not be a member of the Company.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 69 Ubi Crescent #06-
01, CES Building, Singapore 408561, not less than 48 hours before the time appointed for holding the Annual General
Meeting.
EXPLANATORY NOTES:
(i) Mr Goh Chee Wee, upon re-election as a Director of the Company, will remain as the Chairman of the Audit Committee
and the Remuneration Committee and a member of the Nominating Committee. Mr Goh is an Independent Director.
(ii) Mr Hoon Tai Meng, upon re-election as a Director of the Company, will remain as the Chairman of the Nominating
Committee and a member of the Audit Committee and Remuneration Committee. Mr Hoon is an Independent
Director.
(iii) Resolution 8 is to empower the Directors to issue shares in the capital of the Company and/or instruments (as
defined above). The aggregate number of shares to be issued pursuant to Resolution 8 (including shares to be issued
in pursuance of instruments made or granted) shall not exceed fifty per cent (50%) of the total number of issued
shares excluding treasury shares of the Company, with a sub-limit of twenty per cent (20%) for shares issued other
than on a pro-rata basis (including shares to be issued in pursuance of instruments made or granted pursuant to
this Resolution) to shareholders with registered addresses in Singapore. The Company may increase the limit to one
hundred per cent (100%) where it undertakes a pro-rata renounceable rights issue. For the purpose of determining
the aggregate number of shares that may be issued, the percentage of the total number of issued shares excluding
treasury shares of the Company will be calculated based on the total number of issued shares excluding treasury
shares of the Company at the time of the passing of Resolution 8, after adjusting for (i) new shares arising from the
conversion or exercise of any convertible securities; (ii) new shares arising from exercise of share options or vesting
of share awards outstanding or subsisting at the time of the passing of Resolution 8, provided the options or awards
were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and (iii) any subsequent
bonus issue, consolidation or subdivision of shares.
The allotment and issuance of shares in the Company up to one hundred per cent (100%) of its issued capital by
way of a pro-rata renounceable rights issue is a new measure introduced by the Singapore Exchange Limited, in
consultation with the Monetary Authority of Singapore, on 20 February 2009 to accelerate and facilitate listed
issuers’ fund raising efforts and will be in effect until 31 December 2010.
The aforesaid mandate to issue up to one hundred per cent (100%) of the Company’s issued capital is conditional
upon the Company:
(i) making periodic announcements on the use of the proceeds as and when the funds are materially disbursed;
and
This mandate, if passed, will provide the Directors with an opportunity to raise funds and avoid prolonged
market exposure by reducing the time taken for shareholders’ approval, in the event the need arises. Minority
shareholders’ interests are mitigated as all shareholders have equal opportunities to participate and can
dispose their entitlements through trading nil-paid rights if they do not wish to subscribe for their rights
shares.
(iv) Resolution 9 is to authorise the Directors to allot and issue new shares on a non pro-rata basis at a discount not
exceeding twenty per cent (20%). This authority will continue in force until the next Annual General Meeting.
(v) Resolution 10 is to authorise the Directors to offer and grant options in accordance with the provisions of the 2001
Scheme and pursuant to Section 161 of the Companies Act, Cap. 50 to allot and issue shares under the 2001 Scheme.
The size of the 2001 Scheme is limited to fifteen per cent (15%) of the total number of issued shares excluding
treasury shares of the Company for the time being.
(vi) Resolution 11 is to authorise the Directors to offer and grant awards in accordance with the provisions of the Chip
Eng Seng Performance Share Plan to allot and issue shares thereunder.
(vii) Resolution 12 is to renew the Shares Purchase Mandate, which was originally approved by the shareholders on
27 April 2007. The Company bought 8,000,000 ordinary shares of the Company during the financial year 2007.
Detailed information on the Renewal of the Share Purchase Mandate is set out in Appendix A.
I/We,
of
being a member/members of Chip Eng Seng Corporation Ltd (the “Company”), hereby appoint:
Name NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
or failing him/her the Chairman of the Meeting 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 to be held at
Emerald Suite, Golf Clubhouse-Level II Orchid Country Club, No. 1 Orchid Club Road, Singapore 769162 on Monday,
27 April 2009 at 11.15 a.m. and at any adjournment thereof.
The proxy/proxies shall vote on the Resolutions set out in the notice of meeting in accordance with my/our directions as
indicated with an “x” in the appropriate space below. Where no such direction is given, the proxy/proxies may vote or abstain
from voting at his/their discretion, on any matter at the Meeting or at any adjournment thereof.
No. Resolutions relating to: For Against
ROUTINE BUSINESS
Adoption of Directors’ Report and Audited Accounts for the financial year ended 31 December 2008
1
(Resolution 1)
2 Payment of proposed first and final dividend (Resolution 2)
3 Re-election of Mr Goh Chee Wee as a Director (Resolution 3)
4 Re-election of Mr Hoon Tai Meng as a Director (Resolution 4)
Re-appointment of Mr Lim Tiam Seng as a Director pursuant to Section 153(6) of the Companies Act,
5
Cap. 50 (Resolution 5)
6 Approval of Directors’ fees amounting to S$185,000 (Resolution 6)
7 Re-appointment of Messrs Ernst & Young LLP as the Company’s Auditors (Resolution 7)
8 Any other business
SPECIAL BUSINESS
Authority for Directors to allot and issue new shares pursuant to Section 161 of the Companies Act,
9
Cap. 50 (Resolution 8)
Authority for Directors to allot and issue new shares on a non pro-rata basis at a discount not
10
exceeding twenty per cent (20%) (Resolution 9)
Authority for Directors to offer and grant options and issue shares in accordance with the provisions
11
of the Chip Eng Seng Employees’ Share Option Scheme 2001 (Resolution 10)
Authority for Directors to offer and grant awards and issue shares in accordance with the provisions
12
of the Chip Eng Seng Performance Share Plan (Resolution 11)
13 Approval of the renewal of the Shares Purchase Mandate (Resolution 12)
* Please indicate your vote "For" or "Against" with a tick (v ) within the box provided.
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number of shares. If you
have shares registered in your name in the Register of Members of the Company, you should insert that number of
shares. If you have shares entered against your name in the Depository Register and shares registered in your name
in the Register of Members, you should insert the aggregate number of shares. If no number is inserted, this form of
proxy will be deemed to relate to all the shares held by you.
2. Save as provided in the Articles of Association, a member entitled to attend and vote at the Annual General Meeting of
the Company is entitled to appoint up to two proxies to attend and vote in his stead. A proxy need not be a member of
the Company.
3. The instrument appointing a proxy or proxies must be deposited at the Company's Registered Office at
69 Ubi Crescent #06-01, CES Building, Singapore 408561 not less than 48 hours before the time set for the meeting.
4. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented
by each proxy.
5. The instrument appointing a proxy or proxies must be under the hand of 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 under
its common seal or under the hand of its officer or attorney duly authorised.
6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of
attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be
lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
7. A corporation which is a member may authorise by resolution of its directors or other governing body such person
as it thinks fit to act as its representative at the meeting, in accordance with Section 179 of the Companies Act,
Cap. 50.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed
or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified
in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the
Company may reject any instrument appointing a proxy or proxies lodged 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 appointed for holding the
Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.
contents
00 Corporate Profile
02 Chairman’s Message
07 Financial Review
09 Operations Review
11 Projects Portfolio
13 Significant Events
CORPORATE Corporate
14 Financial Highlights
PROFILE Information
16 Board of Directors
18 Executive Officers
Chip Eng Seng Corporation Ltd (“CES”) In the 1990s, the Group diversified into Executive Directors Nominating Committee Audit-Partner-in Charge
19 Group Structure is a construction and property group property investment and development Lim Tiam Seng PBM Cheng Heng Tan
Hoon Tai Meng
20 Corporate listed on the mainboard of the Singapore of residential, commercial and industrial Executive Chairman Chairman Since financial year ended
Governance Report Exchange Securities Trading Limited properties. 31 December 2006
Lim Tiang Chuan Ang Mong Seng
(“SGX-ST”). The Group’s construction Executive Deputy Chairman Goh Chee Wee
29 Addition Information
business is undertaken by Chip Eng Seng Today, Chip Eng Seng is one of Singapore’s Company Secretaries
(SGX-ST Listing Manual Contractors (1988) Pte Ltd (“CESC”) and leading construction and property group Chia Lee Meng Raymond Abdul Jabbar Bin Karam Din
Share Registrar
Requirements) CES Engineering & Construction Pte Ltd with businesses spanning across Group Chief Executive Officer Boardroom Corporate & Advisory Loh Lee Eng, ACIS
31 Financial Statements (“CESE”) while CEL Development Pte construction, property development and Services Pte Ltd
Ltd (“CEL”) is its property investment property investment. Independent Directors 3 Church Street #08-01 Principal Bankers
93 Statistics of Shareholdings Samsung Hub The Bank of East Asia Limited
and development arm. Goh Chee Wee Singapore 049483 (Singapore Branch)
95 Notice of Annual From 2004 to 2008, CES has won the Hoon Tai Meng Tel: 65365355 Oversea-Chinese Banking
General Meeting The history of Chip Eng Seng Group goes “Most Transparent Company – Construction Ang Mong Seng Fax: 65361360 Corporation Limited
Proxy Form all the way back to the 1960s, when its Category”, of the Investors’ Choice Awards DBS Bank Ltd
founder, Mr Lim Tiam Seng started the organised by the Securities Investors Audit Committee Registered Office RHB Bank Berhad
business as a building subcontractor for Association Singapore. These awards Standard Chartered Bank
Goh Chee Wee 69 Ubi Crescent #06-01
Malayan Banking Berhad
conventional landed properties. With attest to our commitment to corporate Chairman CES Building United Overseas Bank Limited
competitive pricing and quality work, the transparency. Singapore 408561 The Hongkong and Shanghai
Hoon Tai Meng
business grew and the company began Tel: 6848 0848 Banking Corporation Limited
Ang Mong Seng
taking on the role of a main contractor. Construction Fax: 6848 0838 Bank of South Australia (Australia)
In 1982, the company won its first CESC is registered with the Building and Email: [email protected]
Remuneration Committee
Singapore Housing and Development Construction Authority of Singapore Website: www.chipengseng.com.sg
Goh Chee Wee
Board (HDB) project as a main contractor. under the A1 classification for general Chairman Auditors
With that, the company continued to building construction. This is the highest
establish its position in HDB public Hoon Tai Meng Ernst & Young LLP
classification that allows CESC to tender Public Accountants & Certified Public
housing construction. Ang Mong Seng
for public sector projects of unlimited Accountants
value. One Raffles Quay
North Tower
Level 18
Singapore 048583
Chip Eng Seng Corporation Ltd
Growing Our Strengths