Annual Report 2020 Parkson Centro
Annual Report 2020 Parkson Centro
Annual Report 2020 Parkson Centro
Corporate Profile
Contents
Corporate Profile
Geographic Footprint 01
Corporate Information 02
Chairman’s Statement 03
Financial Highlights 05
Management Discussion and Analysis 06
Board of Directors 10
Key Management 12
Corporate Social Responsibility 14
Financial Contents 18
Geographic Footprint
AS AT 30 JUNE 2020
MALAYSIA
Number of stores: 42
GFA: 459,000 sqm
VIETNAM
Number of stores: 4
GFA: 71,000 sqm
INDONESIA
Number of stores: 15
GFA: 138,000 sqm
On behalf of the Board of Directors, I hereby present the Due to the Covid-19 outbreak, revenue dropped to S$226.5
Annual Report of Parkson Retail Asia Limited for the financial million from S$330.2 million of the corresponding financial
year ended 30 June 2020. year, a decrease of 31.4%. Loss before tax stood at S$21.2
million compared with loss before tax of S$5.9 million in the
The retail business was severely impacted by the outbreak of previous financial year. During FY2020, one (1) store was
Covid-19 and with no exception to the Group, the outbreak closed while a new store was opened. The total number
has negatively impacted our operations across the regions of stores as at 30 June 2020 was 42, consistent with the
we are in and their respective financial performance. previous financial year.
Nevertheless, the management has taken pro-active
measures, amongst others, to control costs and improve I am delighted to reveal that the Group’s operations in
productivity to minimise the impact. Malaysia has also launched its e-commerce business at the
beginning of the fourth quarter of FY2020 to stay relevant,
Overall, the Group recorded gross sales proceeds of S$633.8 and to enable another shopping channel for its loyal
million (FY2019 : S$909.9 million), revenue of S$269.3 million customers. The response to the e-commerce platform has
(FY2019 : S$398.5 million) and loss before tax of S$83.5 million been quite encouraging thus far.
(FY2019 : S$30.3 million). The loss before tax for the current
financial year was arrived at after the adoption of SFRS(I) 16 Indonesia and Vietnam Operations
Leases which has given rise to a negative financial impact
of S$38.2 million (FY2019 : nil) , as well as the impairment The Indonesia and Vietnam retail markets have also been
of property, plant and equipment & land use right of S$12.6 affected by the Covid-19 outbreak, evidenced by the decline
million (FY2019 : S$12.1 million). in revenue by 33.9% to S$31.6 million and 43.4% to S$11.2
million respectively.
Outlook
Notes:
1. Gross sales proceeds comprise merchandise
sales (direct and concessionaire sales),
consultancy and management service fee,
income from rental of retail space and other
operations such as food and beverages’
revenue.
The Group recorded the following Same Store Sales Growth Group
(“SSSG”) by countries: -
Year ended
30.06.2020 30.06.2019 +/(-)
Year ended
S$'000 S$'000 %
30.06.2020 30.06.2019
GSP
Malaysia -23.1% 5.1% Sales of goods - direct
Vietnam -26.9% -19.3% sales 143,211 222,262 (35.6)
Indonesia -30.2% -2.2% Sales of goods -
concessionaire sales 479,669 669,487 (28.4)
The Group recorded negative SSSG across the countries, Total merchandise sales 622,880 891,749 (30.2)
mainly due to the Covid-19 outbreak which started in the Consultancy /
management service
middle of Q3FY2020. fees 389 788 (50.6)
Rental income 8,212 13,531 (39.3)
There was opening of one (1) store and closure of one (1) store
Food and beverage 2,316 3,802 (39.1)
in Malaysia during the financial year ended 30 June 2020.
Total GSP 633,797 909,870 (30.3)
Operating lease expense declined by 92.6% as a result of The Group recorded pre-tax loss of S$83.5 million (FY2019 :
the adoption of SFRS(I) 16 Leases on 1 July 2019. Without S$30.3 million). Without the adoption of SFRS(I) 16 Leases, the
this adoption, the operating lease expense was estimated pre-tax loss of the Group would have been S$45.3 million (as
to be S$86.2 million as compared with S$107.8 million of the compared with S$83.5 million), analysed as below:-
previous financial year. The decline was largely due to the
Group’s lesser store count compared with FY2019 and rental S$’000
rebate obtained from landlords pursuant to the Covid-19 Pre-tax loss (83,513)
outbreak. Add/(Deduct) SFRS(I) 16 Leases impact
- Operating lease expense (78,205)
Interest expense on lease liabilities - Right-of-use asset (“ROUA”) depreciation 57,036
- Interest expense on lease liabilities 28,841
- Impairment of ROUA 40,840
Interest expense on lease liabilities arose from the adoption
- Rental income from sub-lease 2,073
of SFRS(I) 16 Leases on 1 July 2019; the recognition of lease - Interest income on net investments in sublease (1,849)
liabilities and its consequent interest expense. - Income from subleasing ROUA (10,526)
Pre-tax loss excluding SFRS(I) 16 Leases impact (45,303)
Impairment of right-of-use assets
TAX EXPENSE
The impairment was related to loss-making stores.
The Group recorded tax expense of S$1.5 million as a
Impairment of property, plant and equipment / land subsidiary was in a taxable position.
use right
GROUP BALANCE SHEET
The impairment was related to loss-making stores and the
mark down of a property to its current market value. Property, plant and equipment and land use right declined to
S$65.0 million and Nil respectively, mainly due to depreciation,
Other expenses impairment, write-off of assets and reclassification of assets to
asset held for sale. During the financial year, a wholly-owned
Other expenses comprised mainly (a) selling and distribution subsidiary of the Group has identified and commenced
expenses amounted to S$6.0 million, (b) general and negotiations with a potential purchaser for the sale of the plot
administrative expenses amounted to S$15.3 million and (c) of land use right and building in Haiphong City, Vietnam (“the
other operating expenses amounted to S$17.3 million. The Property”). As announced on 27 July 2020, a subsidiary of the
decline in other expenses was mainly due to lesser store count Group had entered into a conditional Asset Transfer Agreement
compared with FY2019 and the Group’s effort to contain cost. with a purchaser for the disposal of the Property for USD10.0
million (equivalent to approximately S$13.8 million) inclusive of
value added tax. Consequently, the land use right and building
has been classified as an asset held for sale as at 30 June 2020.
Trade and other receivables (current) declined to S$14.6 COMPANY BALANCE SHEET
million, mainly due to the reduction in outstanding
credit card receivable and refund of tenancy deposit Investment in subsidiaries declined to S$125.6 million due to
from landlord. impairment of cost of investment in a subsidiary.
Cash and short-term deposits decreased to S$10.2 million, Other receivables (non-current) declined to Nil as a result of
mainly due to payments to creditors and the loss of sales on impairment for amount owing by a subsidiary.
Hari Raya Festive in May 2020.
Other payables (current) of S$6.9 million was mainly in
Trade and other payables (current) declined to S$97.7 million, relation to amount owing to the ultimate holding company
mainly due to settlement of debt. and a subsidiary.
TAN SRI CHENG HENG JEM and in September 2019, he was appointed the Vice Chairman
Executive Director, Chairman of the FAPRA. He is a Trustee of ACCCIM’s Socio-Economic
Research Trust and the President of Malaysia Steel Association.
Tan Sri Cheng Heng Jem was appointed as a Director of the
Company on 31 March 2011 and was last re-appointed on 31 Tan Sri Cheng is the father of Ms Cheng Hui Yuen, Vivien, an
October 2018. He is a member of the Nominating Committee. Executive Director of the Company.
Tan Sri Cheng has more than 45 years of experience in the CHENG HUI YUEN, VIVIEN
business operations of the Lion Group, a Malaysian based Executive Director
diversified business group (which includes our Company)
encompassing retail, branding, food and beverage, credit Ms Cheng Hui Yuen, Vivien, was appointed as an Executive
financing and money lending services, property development, Director of the Company on 18 September 2015 and was last
mining, steel and tyre manufacturing, motor, agriculture and re-elected on 31 October 2019.
computer industries. He oversees the operation of the Lion
Group and is responsible for the formulation and monitoring Ms Cheng has been working in the Lion Group since 2012 and
of the overall corporate strategic plans and business is presently the General Manager - Business Development of
development of the Lion Group. Parkson Branding Division. Her responsibilities include the
bringing in of international brands to the Southeast Asia
Tan Sri Cheng is the Chairman and Managing Director of market and introducing brands that are exclusive to Parkson
Parkson Holdings Berhad (“PHB”), our ultimate holding Department Stores. Besides the key function of identifying
company listed on the Main Market of Bursa Malaysia and procuring fashion and retail brands, her portfolio requires
Securities Berhad (“Bursa Securities”) and the Executive her to be keenly involved in Parkson Department Stores
Director and Chairman of Parkson Retail Group Limited, a operations and other Lion Group projects such as shopping
subsidiary of PHB listed on The Stock Exchange of Hong Kong mall development and food and beverage businesses.
Limited. Tan Sri Cheng is currently the Chairman of Lion Posim
Berhad (formerly known as Lion Forest Industries Berhad), a Ms Cheng holds a Bachelor of Engineering in Environmental
public company listed on the Main Market of Bursa Securities. Engineering from the University of Science and Technology
He also sits on the board of Lion Asiapac Limited, a public Beijing, People’s Republic of China.
company listed on SGX-ST.
Ms Cheng is the daughter of Tan Sri Cheng Heng Jem, an
Tan Sri Cheng is also the Chairman and Managing Director of Executive Director and Chairman of the Company.
Lion Corporation Berhad and the Chairman of ACB Resources
Berhad, both are public companies, and a Founding Member NG TIAK SOON
and a Permanent Trustee of The Community Chest, a company Independent, Non-Executive Director
limited by guarantee established by the private sector for
charity purposes. Mr Ng was appointed as a Director of the Company on 1
September 2017 and was last re-elected on 31 October 2017.
Tan Sri Cheng was the President of The Associated Chinese He is the Chairman of the Audit Committee and a member of
Chambers of Commerce and Industry of Malaysia (“ACCCIM”) the Remuneration Committee.
and The Chinese Chamber of Commerce and Industry of
Kuala Lumpur and Selangor (“KLSCCCI”) from 2003 to 2012 Mr Ng retired as a Senior Partner from Ernst & Young LLP,
and is now a Life Honorary President of ACCCIM and KLSCCCI. Singapore in June 2005, an accounting firm that he had
He was also the President of Malaysia Retailers Association joined since 1986.
(“MRA”) from August 2014 to May 2018 and was appointed
an Honorary President of MRA from June 2018 to July 2020. In During his employment with Ernst & Young LLP, Singapore,
July 2020, he was again appointed the President of MRA. He he held various positions including head of banking, head of
was the Chairman of the Federation of Asia-Pacific Retailers an audit group, partner-in-charge of audit quality review and
Associations (“FAPRA”) from October 2017 to September 2019, chief financial officer. He is currently an independent director
of Eurosports Global Limited, a company listed on the Catalist In addition, Mr Koong is the National Council Member of the
of the SGX-ST and Kinergy Corporation Ltd., a company listed Associated Chinese Chambers of Commerce and Industry
on the Main Board of The Stock Exchange of Hong Kong of Malaysia (“ACCCIM”); Head of Taxation Taskforce cum
Limited. Mr Ng had also previously served on the Board of 800 deputy Chairman of ACCCIM Small & Medium Enterprises
Super Holdings Ltd and MDR Limited. (SMEs) Committee. He is also a Council Member of CTIM cum
Chairman of its Membership Committee.
Mr Ng is a non-practicing member of the Institute of Singapore
Chartered Accountants, a member of the Association of Currently, Mr. Koong is the Managing Partner of REANDA
Chartered Certified Accountants, United Kingdom as well as a LLKG INTERNATIONAL, Chartered Accountants. He is also the
member of the Singapore Institute of Directors. President of Southeast Asia & South Asia Region of Reanda
International Network and the Chairman of its International
KOONG LIN LOONG Tax Panel.
Independent, Non-Executive Director
MICHAEL CHAI WOON CHEW
Mr. Koong was appointed as a Director of the Company on Independent, Non-Executive Director
2 January 2020. He is the Chairman of the Remuneration
Committee and a Member of the Nominating Committee and Mr Chai was appointed as a Director of the Company on 1
Audit Committee. September 2017, and was last elected on 31 October 2017. He
is the Lead Independent Director, Chairman of the Nominating
Mr. Koong is qualified as an associate member of Chartered Committee and a member of the Remuneration Committee
Institute of Management Accountants in the United Kingdom and Audit Committee.
(CIMA), ASEAN Chartered Professional Accountants (ASEAN
CPA), a member of the Malaysian Institute of Accountants Mr Chai is a partner of Michael Chai & Co., Advocate & Solicitors.
(MIA), a member of the Certified Practising Accountants He is currently a Non-Independent Non-Executive Director
Australia (CPA Australia) and a fellow member of Chartered of KKB Engineering Berhad, a public company listed on the
Tax Institute of Malaysia (“CTIM”). Main Market of Bursa Securities. He also sits on the Board of
Bank of China (Malaysia) Berhad as a Non-Independent Non-
He is also the associate member of Malaysian Association of Executive Director.
Company Secretaries, the Institute of Internal Auditors Malaysia
and Kampuchea Institute of Certified Public Accountants and Mr Chai holds a Bachelor of Laws (Hons.) degree from the
Auditors (KICPAA). Mr. Koong is also an Independent Non- University of Buckingham, Bachelor of Science (Hons.) Degree
Executive Director of Oversea Enterprise Berhad, a company in Chemistry from the University of Surrey, UK and is qualified
listed on Bursa Securities. as Barrister-at-Law from Lincoln’s Inn, England. Mr Chai was
called to the Bars in Malaysia and Singapore.
Mr Chang was appointed as the Chief Executive Officer of Mr Law is the Chief Operating Officer of Malaysia operations.
Indochina operations on 1 July 2018. Mr Chang has extensive He has over 30 years of experience in the retail industry.
experience in brand management and retail operations, He held senior positions in major retail groups in Malaysia,
having worked with E-land Group, Cole Haan, Kate Spade including General Manager of Merchandising and Marketing
and Teenie Weenie in South Korea, Hong Kong and China for in our Malaysia operations, Chief Operating Officer and
over 20 years. Executive Director of Ngiu Kee Corporation Bhd and
Executive Director of Asia Brands Corporation Berhad. Mr
Mr Chang holds a Bachelor of Business Management from Law re-joined the Group as Acting Chief Operating Officer of
Chonnam National University, South Korea. Malaysia operations in October 2014, and became the Chief
Operating Officer of Malaysia operations in October 2015.
GUI CHENG HOCK
Group Chief Operating Officer of Indonesia operations Mr Law holds a Diploma in Management from Curtin
University, Australia.
Mr Gui is the Group Chief Operating Officer of Indonesia
operations. Mr Gui has over 30 years of experience in the TAY BOON HOCK
retail industry. He worked for Emporium Supermarket Chief Auditor
Holdings Bhd prior to joining Parkson. Mr Gui has been
with Malaysia operations since 1987 and has held several Mr Tay is the Chief Auditor of the Company. He joined the
positions, including Operations Manager, General Manager Company in April 2017. Prior to joining the Company, he was
(Operations) and Senior General Manager (Retail Properties). with Wah Chan Group, an established jeweller in Malaysia
He became the Group Chief Operating Officer of Indonesia where his last position held was Head of Internal Audit.
operations in October 2013. Collectively, Mr Tay has 20 years of experience in internal and
external audit, accounting, finance and operations.
Mr Gui holds a Diploma in Commerce from Tunku Abdul
Rahman College, Malaysia and an Executive Diploma in Mr Tay is a Certified Internal Auditor with The Institute
Management Studies from Curtin University of Technology, of Internal Auditors, USA (IIA), a chartered member of the
Australia. Institute of Internal Auditors, Malaysia (IIAM), a fellow
INDONESIA
The Company and its subsidiaries (the “Group”) recognise the importance of good corporate governance and are
committed to attaining a high standard of corporate governance practices to enhance corporate performance and
protect the interest of shareholders.
This Corporate Governance Report describes the Group’s corporate governance practices and sets out the manner in
which the Group has applied the principles, and the extent of compliance, with the principles and provisions of the
Code of Corporate Governance 2018 (the “Code”) and the accompanying Practice Guidance issued on 6 August 2018,
which form part of the continuing obligations under the Listing Rules of the Singapore Exchange Securities Trading
Limited (“SGX-ST”) (the “Listing Rules”). Where there have been deviations from the Code, appropriate explanations
have been provided in this Corporate Governance Report.
In the opinion of the Board of Directors of the Company (each a “Director”, and collectively the “Board” or “Directors”),
the Company has generally complied with all of the principles set out in the Code for the financial year ended 30 June
2020 (“FY2020”).
The Board provides entrepreneurial leadership to the Group, reviews the Group’s strategic objectives and
business plans, assesses and monitors the key risks presented by the key management personnel of the Group
(“Management”) and assesses the adequacy of internal controls to ensure that key risks are managed to safeguard
and protect the interest of the shareholders. The Board also reviews the financial performance of the Group and the
performance of the key management team to ensure that the necessary financial and human resources are in place
for the Group to meet its strategic objectives. The Board sets an appropriate tone-from-the-top by setting the values
and standards for the Group to ensure that the reputation of the Group is being upheld. In setting strategic objectives,
the Board has also considered environmental, social and governance factors to ensure sustainability of the Group’s
business. The Board recognises that the perceptions of the key stakeholder groups affect the Group’s reputation,
and strives to ensure transparency and accountability to these key stakeholder groups. The Company has identified
the key stakeholder groups and regularly seeks their feedback to improve the Group’s performance and ensure that
their expectations are being met. All Board members bring their judgement, diversified knowledge and experience
to review and approve Management’s plans on issues relating to strategy, performance, resources and standards of
conduct. Where there are circumstances in which a Director has a conflict of interest or it appears that the Director
might have a conflict of interest in relation to any matter, the Director concerned will disclose such conflict of interest
and recuse himself from participating in the discussions and decisions of the matter. Such compliance will be recorded
in the minutes of meeting or in the Board resolutions.
Matters reserved for the Board’s decisions include approving the Group’s broad policies, strategic business plans,
annual budget, material acquisitions, investments and divestments, capital commitment above certain set threshold,
interested party transactions, payment of interim dividends and declaration of final dividends, quarterly/yearly
financial results and public announcements. Appointment of Directors and key management personnel, and their
remuneration and compensation packages are also matters that require the approval of the Board. The matters which
require the Board’s approval are clearly communicated to Management, and the Company’s Compliance Manual,
which is reviewed regularly by the Board, sets out all such matters which require the Board’s approval.
The Board has formed and delegated specific responsibilities to three Board committees, namely the Audit Committee
(“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”), to assist the Board in discharging
its duties and responsibilities in the interests of the Company. Each of these three Board committees have clear written
terms of references setting out their compositions, authorities and duties, including reporting back to the Board. The
Board accepts that while these Board committees have the authority to examine specific issues which are set out in
the Terms of Reference of the respective Board committees and that they will report to the Board with their decisions
and/or recommendations, the ultimate responsibility on all matters lies with the Board.
The Directors attend and actively participate in Board and Board committees meetings. The Board meets at least four
times a year. The Board, Board committees meetings and the Company’s Annual General Meeting (“AGM”) for the
following calendar year are scheduled at the end of the current calendar year to enable the Directors to plan their
schedule ahead. Ad hoc meetings may be called in between the scheduled meetings when there are matters requiring
the relevant Directors’ deliberation, consideration and decision. The Company’s Constitution provides for Board
meetings to be held via telephone, or other similar communication facilities whereby all persons participating in the
meeting are able to communicate as a group, with at least one of the Directors present at the venue of the meeting for
the duration of the meeting. The AGM and the number of Board and Board committees meetings held in FY2020 and
the attendance of the Directors at the meetings are as follows:
Annual
Nominating Remuneration General
Board of Directors Audit Committee Committee Committee Meeting
Number of Number of Number of Number of
Meetings Meetings Meetings Meetings
Position Attended Position Attended Position Attended Position Attended
Executive Directors
Tan Sri Cheng
Heng Jem C 5/5 - - M 2/2 - - 1/1
Cheng Hui Yuen,
Vivien M 5/5 - - - - - - 1/1
Independent
Directors
Ng Tiak Soon M 5/5 C 4/4 - - M 1/1 1/1
Tan Soo Khoon(1) M 1/1 M 1/1 M 1/1 C 1/1 0/1
Michael Chai
Woon Chew M 5/5 M 4/4 C 2/2 M 1/1 1/1
Koong Lin Loong(2) M 2/2 M 2/2 M N.A C N.A N.A
(1)
Retired at the Company’s AGM held on 31 October 2019, and ceased to be the Chairman of the RC and a member of the AC and NC.
(2)
Appointed on 02 January 2020 as an Independent Director, the Chairman of the RC and a member of the AC and NC.
Legend:
C – Chairman
M – Member
A formal letter will be given to each new Director upon his/her appointment, setting out the Director’s roles, duties,
obligations and responsibilities, and the expectations of the Company. Incoming Directors, when appointed, will
undergo an orientation programme that includes briefings by Management on the Group’s structure, businesses,
operations, and policies. Each new Director who has not acted as a director of a listed company is also encouraged
to attend trainings conducted by the Singapore Institute of Directors on ‘Duties and Responsibilities of Directors’
and other relevant courses to help him familiarise himself with the roles and responsibilities of a director of a listed
company. All Directors are also given the opportunity to visit the Group’s operational facilities and meet with the
management team.
A manual containing the Group’s policies and procedures relating to its business, corporate governance, restrictions
on dealings in its securities and price-sensitive information and whistle blowing policy, which has been approved by
the Board, is provided to each Director. The manual also contains guidelines on approval limits for, among others,
acquisition and disposal of assets, financial management and capital requirements, and sets out the matters that are
specifically reserved for the Board’s consideration and decision as well as directions to Management in relation to such
matters.
Specific training conducted by professionals would be tailored for and provided to the Directors to help them to keep
up with relevant changes to listing requirements, corporate governance best practices and accounting standards, as
well as changing commercial risks. Directors are also encouraged to attend, at the Group’s expense, relevant and useful
seminars for their continuing education and skills improvement.
All Directors are furnished with Board papers and materials relevant to the agenda items of the meeting prior to
Board and Board committees meetings. The meeting materials are provided, as far as possible, one week before the
scheduled meetings to allow the Directors sufficient time to read and review the documents for deliberation at the
meetings. Materials that are provided include the unaudited quarterly financial statements, the internal audit report,
list of interested person transactions, whistle blowing reports (if any), list of board resolutions passed via written
means, announcements released in-between the quarterly meetings, Directors’ declaration of interest (if any), as
well as other Board Papers that are not part of the quarterly routine. As and when there are urgent and important
matters that require the Directors’ attention, information is furnished to the Directors as soon as practicable, and
where necessary, a special Board or Board committee meeting will be convened at short notice. The Directors may also
request for additional information from Management or for expert advice to be sought during discussion at the Board
or Board committee meetings if they deemed such information necessary and appropriate for well-informed decision-
making.
Management makes presentations to the Board on a quarterly basis on the financial performance of the Group.
Annual budgets are presented to the Board for approval and adoption, and subsequently in the quarterly Board
meetings, the variances between projections and actual results are tabled for the Board’s review. If needed, the AC or
the Board may request for re-forecasts or revised budgets to be presented. Monthly management accounts are made
available to Directors upon their request. Management also presents the top five performing stores and top five loss-
making stores to the Board on a semi-annual basis at the quarterly Board meetings.
The Board has taken adequate steps to ensure compliance with legislative and regulatory requirements, including
requirements under the Listing Rules. A compliance manual covering legislative and regulatory requirements has been
circulated to the Management team and is updated when there are amendments to the legislative and regulatory
requirements. Management provides the Executive Directors (“ED”) with monthly financial reports which are
also made available to the Non-Executive Directors (“NED”) upon their request. Additional or ad-hoc meetings are
conducted when required.
All of the Directors have separate and independent access to Management, the Company Secretary and her assistant,
the Group’s internal and external auditors, as well as external advisers (where necessary) at the Company’s expense,
should they have any queries on the affairs of the Group. The contact persons and contact details are regularly
updated and circulated to the Directors.
The Company Secretary and her assistant attend all meetings of the Board and Board committees and ensure that the
Board and Board committees procedures are followed and that applicable rules and regulations are complied with. The
Company Secretary is responsible for ensuring good information flows within the Board and its Board committees and
between Management and the NEDs.
Any decision to appoint or remove the Company Secretary can only be taken by the Board as a whole.
The Board has also approved a procedure for Directors, either individually or as a Board, to take independent
professional advice where necessary in the furtherance of their duties, at the Group’s expense.
There were changes in the Board composition during FY2020. Mr Tan Soo Khoon (“Mr Tan”) did not seek re-election as
a Director at the AGM held on 31 October 2019 and retired from the Board. Mr Koong Lin Loong was appointed on 02
January 2020 as a Director to fill the position vacated by Mr Tan.
As at the date of this report, the Board comprises three Independent Directors (“IDs”) and two EDs. The Company had
maintained a satisfactory independent element on the Board with more than half of the Board comprising IDs. It was
therefore compliant with provision 2.2 of the Code which recommends that IDs make up a majority of the Board where
the Chairman of the Board (“Chairman”) is not independent. The Company also complied with provision 2.3 given that
NEDs make up a majority of the Board.
The Board has established a process for assessing the independence of its Directors. As part of the process, each NED
is required to confirm via a declaration form on an annual basis, or as and when required, his/her independence based
on the guidelines provided in the Code. The NC will take into consideration the NED’s declaration during its review to
determine whether the NED is independent in character and judgement, and whether there are any relationships or
circumstances which are likely to affect, or could appear to affect, the NED’s judgement. The NC takes into account the
recent changes to the Listing Rules in relation to the assessment of a NED’s independence, and further views that the
existence of any of the following relationships or circumstances will also deem the NED not independent:-
(a) the NED, or an immediate family member, providing to or receiving from the Company or any of its related
corporations any significant payments or material services, for the current or immediate past financial year,
other than compensation for board service;
(ii) whose immediate family member, in the current or immediate past financial year, is or was, a 5%
shareholder of, or a partner in (with 5% or more stake), or an executive officer of, or a director of, any
organization to which the Company or any of its subsidiaries made, or from which the Company or any of
its subsidiaries received, significant payments or material services (which may include auditing, banking,
consulting and legal services), in the current or immediate past financial year. As a guide, payments
aggregated over any financial year in excess of S$200,000 should generally be deemed significant;
(c) the NED who is a 5% shareholder or an immediate family member of a 5% shareholder of the Company; or
(d) the NED who is or has been directly associated with a 5% shareholder of the Company, in the current or
immediate past financial year.
None of the NEDs has or had any relationships or circumstances as prescribed above.
The Board and the NC review the size of the Board on an annual basis. Based on the latest review, the Board and the
NC are of the view that the present Board size is appropriate and facilitates effective decision making, taking into
account the current scope and nature of the Group’s operations, the requirements of the business of the Group and
the need to avoid undue disruptions from changes to the composition of the Board and Board committees.
The Board and the NC are also of the view that the current Board and its Board committees comprise Directors, who as
a group, provide an appropriate balance and diversity of skills, experience, gender, age and knowledge of the Group,
as well as core competencies such as accounting and finance, legal, business and management experience, industry
knowledge, strategic planning experience and customer-based experience and knowledge. Ms Cheng Hui Yuen,
Vivien (“Ms Vivien Cheng”) is the only female Director on the Board, and the youngest among the Directors. Ms Vivien
Cheng, who has merchandising experience, has been mentored and guided by her father, Tan Sri Cheng Heng Jem
who is the Chairman. Mr Ng Tiak Soon (“Mr Ng”) brings with him accounting, audit and finance experience. Mr Michael
Chai Woon Chew (“Mr Michael Chai”) brings with him legal expertise. Mr Koong Lin Loong (“Mr Koong”) who has his
own company, brings with him knowledge on tax matters. The Chairman founded Parkson and he has other successful
businesses, a few of which are also listed on recognised stock exchanges.
The Company does not have a written Board Diversity Policy. The composition of the Board is reviewed at least
annually, or as and when appropriate by the NC to ensure that there is a mix of experience and expertise to enable the
Company to benefit from a diverse perspective from directors of different background.
All Directors have equal responsibility for the Company’s operations by ensuring that the strategies proposed by
Management are constructively challenged, fully discussed and examined, and that they take into account the long
term interests of the Group’s stakeholders, which includes shareholders, employees, customers and suppliers.
Mr Michael Chai, the Lead ID, leads and co-ordinates the activities of the NEDs and provides assistance to the NEDs to
constructively challenge and help develop proposals on strategy, reviews the performance of Management in meeting
agreed goals and objectives and monitors the reporting of performance.
To facilitate a more effective check on Management, NEDs are encouraged to meet regularly without the presence
of Management. The NEDs who were not involved in the operations of the Group had met several times in FY2020
without the presence of Management.
To ensure a clear division of responsibilities and a balance of power and authority within the Company, the role of
Chairman and the Group Chief Executive Officer (“CEO”) of the Company are undertaken separately. Tan Sri Cheng
Heng Jem is the Executive Chairman. The position of the Group CEO is currently vacant.
The division of responsibilities between the role of Chairman and the role of the Group CEO are set out in writing
and endorsed by the Board. The Chairman leads the Board in adhering to and maintaining a high standard of
corporate governance with the full support of the Directors and Management. He is responsible for, among others,
the formulation of the Group’s strategic directions and expansion plans and managing the Group’s overall business
development. As the Chairman of the Board, he approves the agenda of each Board meeting and ensures material
information is provided to the Board to facilitate decision-making. He promotes a culture of openness and debate
during Board meetings and facilitates the effective contribution of all Directors at Board meetings. The Chairman
monitors communications and relations between the Company and its shareholders, between the Board and the
Management and between independent and non-independent Directors, in order to facilitate and encourage
constructive relations and dialogue among them.
The Group CEO’s role is to be responsible for the day-to-day operations of the Group, implementing the Group’s
strategies and policies, and for conducting the Group’s business. The Group CEO is required to attend the quarterly AC
and Board meetings on the invitation of the AC and the Board and to update the AC and the Board on the strategic
and operational business aspects of the Group.
In accordance with provision 3.3 of the Code, as the Chairman is not an ID, the Board has appointed Mr Michael Chai
as the Lead ID of the Board. Shareholders with concerns may contact Mr Michael Chai directly, when contact through
the normal channels via the Executive Chairman, the Group CEO and the Chief Financial Officer (“CFO”) has failed
to provide satisfactory resolution or when such contact is inappropriate or inadequate. As the Lead ID, he leads and
encourages dialogue between the IDs without the presence of the other Directors at least once annually, and provides
feedback to the Chairman after such meetings.
The Board has established the NC which has its primary role in making recommendations to the Board on all
appointments to the Board and the Board committees. In making such recommendations, the NC seeks to ensure that
the Board is comprised of Directors with diversity of skills, experience, age and gender.
The NC comprises three Directors, the majority of whom, including the chairman of the NC, are independent.
Mr Michael Chai, who is the Lead ID, is the Chairman of the NC.
The NC is regulated by a set of written terms of reference endorsed by the Board, and reviewed to take into account
any regulatory changes. The duties and responsibilities of the NC include the following:-
• reviewing appointments and re-appointments to the Board and the Board committees and candidates for
senior management positions;
• reviewing Board succession plans for Directors, in particular, the Chairman and the Group CEO, and key
management personnel;
• developing a process and criteria for evaluation of the performance of the Board, the Board committees and
individual Directors;
• reviewing the training and professional development programmes for the Directors;
• ensuring that new directors are aware of their duties and obligations; and
• determining if a Director is able to and has been adequately carrying out his/her duties as a Director of the
Company.
The NC has put in place a process for the selection and appointment of new Directors which includes identification
of potential candidates, evaluation of candidates’ skills, knowledge and experience and assessment of the candidate’s
suitability. All potential candidates, through the recommendation of the Directors, professional firms and associates,
and if need be, through external consultants, will have their profile submitted to the NC for screening and selection.
The NC will meet with the selected candidate to assess his/her suitability, before making its recommendations to the
Board for the Board’s approval.
In considering new appointment and re-appointment of Directors, the NC will consider important issues including
the composition of the Board, the need to have progressive Board renewal, the individual Director’s competencies,
commitment, contribution and performance (for example, attendance, preparedness, participation and candour) to
the Board. All Directors appointed to the Board are required to submit themselves for re-election at regular intervals.
The Company’s Constitution provides that at each AGM, one-third of the Directors who have served the longest since
their most recent election (or, if the number of Directors is not a multiple of three, the number nearest to but not less
than one-third) must retire from office and may stand for re-election at that AGM. Each Director must retire from office
and stand for re-election at least once every three years. The Company’s Constitution further provides that a Director
who is newly appointed by the Board since the last AGM will have to retire at the forthcoming AGM. The NC member
will abstain from deliberating and voting on his/her own nomination for re-election, and that of another Director who
is related to him/her.
In accordance with Article 91 of the Articles of Association comprising part of the Constitution (“Constitution”) of
the Company, Mr Michael Chai and Mr Ng will retire at the forthcoming AGM. Mr Koong, who was appointed as an
ID to the Board on 02 January 2020, shall retire as a director at the forthcoming AGM in accordance with Article 97
of the Constitution. Being eligible, Mr Michael Chai and Mr Koong have submitted themselves for re-election. In this
regard, the NC (save for Mr Michael Chai and Mr Koong who abstained from deliberating and voting on their own
nomination), having considered the attendance and participation of Mr Michael Chai and Mr Koong at the Board
meetings, in particular, their contribution to the business and operations of the Company, has recommended their
re-election. The Board has concurred with the NC’s recommendation. Mr Ng has expressed his wish to retire at the
forthcoming AGM to pave the way for Board renewal. The NC is currently in the process of looking for a replacement of
Mr Ng for the ID position and will make its recommendations to the Board on the appointment. The announcement on
the appointment will be made in due course once a decision has been made.
Information relating to the Directors seeking re-election, detailing their qualification, directorships in other listed
companies, their appointment to the Board of the Company and the date of their last re-election can be found on
pages 150 to 154 of this Annual Report.
The NC has put in place a process to determine a Director’s independence. Once a year, after each financial year end,
a Form of Declaration of Independence or Non-Independence (“Form”) will be sent to each of the Directors. The Form
compels each Director to consider if he meets the criteria for independence under the Code. Having done so, the said
Director will have to declare his/her independence or non-independence, and to sign and submit the duly completed
Form to the Company Secretary. These duly signed Forms will be tabled at the NC meeting for the NC’s review. While
the NC is not bound by the Director’s declaration, the disclosures contained in each Form will assist the NC in making
its determination. In addition to the Form, the NC will also assess whether the Director has exercised and can continue
to exercise independent judgment. In addition to this annual review, the NC is also committed to convening a meeting
as and when circumstances prevail which calls for a review of a Director’s independence. The NC will present its
findings to the Board for the Board’s review.
The NC (save for Mr Michael Chai and Mr Koong who abstained from deliberating their own independence) reviewed
the independence of Mr Michael Chai, Mr Ng and Mr Koong. The NC noted that Mr Michael Chai, Mr Ng and Mr
Koong have no relationship with the Company, its related corporations, its 5% shareholders or its officers that could
interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgement
with a view to the best interests of the Company, and they had exercised objective judgement on corporate affairs
independently from Management.
The Board concurred with the views of the NC on the independence of the IDs. Each of the IDs had abstained from
deliberating and deciding on his own independence.
The Company was listed on the SGX-ST on 03 November 2011 and none of the IDs have served on the Board for more
than nine (9) years. The Company will ensure its compliance, where necessary, to Rule 210(5)(d) of the Listing Rules
which will come into effect from 01 January 2022, where the re-appointment of IDs who have served on the Board
beyond nine (9) years from the date of their first appointment are to be subjected to a two-tier shareholders’ voting.
In the event that a Director has multiple board representations or other principal commitments, the NC will determine
whether or not a Director is able to and has been adequately carrying out his/her duties as a Director of the Company.
The NC and the Board are of the view that, setting a maximum number of listed company board representations
a Director may hold is not meaningful. The contribution of each Director would depend on his/her individual
circumstances, including whether or not he has a full time vocation or other responsibilities, his/her individual capabilities
and the nature and the complexity of the organisations in which he/she holds appointments. The NC, with the
concurrence of the Board, was satisfied that each of the Directors is able to and had adequately carried out his/her duties
as a Director of the Company in FY2020, and had given sufficient time and attention to the affairs of the Company.
The NC would generally avoid recommending to the Board the appointment of alternate Directors. It holds the view
that alternate Directors should only be appointed for limited periods in exceptional cases such as when a Director has
a medical emergency. If the appointment of an alternate Director is deemed necessary, the NC would ensure that the
alternate Director is appropriately qualified, knows the duties and responsibilities of a Director, and is familiar with the
Group’s business affairs.
The Board has implemented an objective performance criteria and process for the NC to assess the effectiveness of the
Board and its Board committees through a confidential questionnaire (covering areas such as the effectiveness of the
Board and its Board committees in its monitoring role and the ability to attain strategic and effective risk management,
the Board and its Board committees’ response to problems and crisis etc. and long-term objectives set out by the
Board) which is completed by each Director individually. The performance criteria and process have been endorsed by
the NC and the Board.
The assessment of individual Directors is done through self-assessment as well as peer-assessment on areas such as
the contribution of each individual Director to the effectiveness of the Board, whether each Director continues to
contribute effectively and demonstrate commitment to the role, in each case through a confidential questionnaire
completed by each Director individually.
A summary of the completed assessment questionnaires is compiled by the Company Secretary and is submitted
to the NC for their review and then presented to the Board. The Board will act on the results of the performance
evaluation, and, in consultation with the NC, proposes the re-election of Directors, and where appropriate, new
members to be appointed to the Board or seek the resignation of Directors who are not able to commit their time and
contribute effectively to the Board.
The last Board, Board committees and individual Directors’ evaluations were conducted in August 2020 in accordance
with the procedures adopted by the Board. No external facilitator/consultant was engaged to assist with this
performance evaluation exercise. The Board was satisfied that the Board as a whole and its Board committees were
effective and that each and every Director had demonstrated their commitment to and had contributed to the
effective functioning of the Board and the Board committees.
The RC has been constituted to recommend to the Board a framework of remuneration for the Directors and key
management personnel, and to determine specific remuneration packages for each Director and the key management
personnel. The RC comprises the following three Directors, all of whom are non-executive and the majority of whom,
including the chairman of the RC, are independent:
(1)
Retired at the Company’s AGM held on 31 October 2019, and ceased to be the Chairman of the RC and a member of the AC and NC.
(2)
Appointed on 02 January 2020 as an Independent Director, the Chairman of the RC and a member of the AC and NC.
The RC is regulated by a set of written terms of reference, endorsed by the Board, setting out their duties and
responsibilities, which include, among other things:
• ensuring a formal and transparent procedure for developing policies on executive remuneration;
• reviewing and recommending to the Board a general framework of remuneration for the Board and
Management;
• reviewing and recommending to the Board the specific remuneration packages for each of the Directors and
key management personnel, which is submitted for approval by the Board; and
• reviewing the Company’s obligations arising in the event of termination of key management personnel’s
contracts of service, to ensure that such contracts of service contain fair and reasonable termination clauses
which are not overly generous.
In reviewing the Directors’ fees and the key management personnel’s compensation packages, the RC will consider
all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-
based incentives and awards and benefits-in-kind. The RC member will abstain from deliberating and voting on his/her
own remuneration. The RC will seek expert advice on remuneration matters if necessary. No external consultant was
engaged to advise on remuneration matters in FY2020.
The termination clauses in the contracts of service of key management personnel are fair and reasonable, and not
overly generous. The RC aims to be fair in rewarding the key management personnel and is cautious not to reward
poor performance.
The Company sets key performance indicators (“KPIs”) for the key management personnel. A portion of the
compensation package is subject to the key management personnel meeting the set KPIs. The RC seeks to achieve a
level and mix of remuneration that is able to attract, retain and motivate the key management personnel to manage
the company for the long term, and to ensure that a significant and appropriate proportion of the remuneration
is structured so as to link rewards to corporate and individual performance. This is to align the interests of the key
management personnel with those of shareholders and other stakeholders and to promote and ensure the long-term
success of the Company.
The Company has the Parkson Retail Asia Limited Employee Share Option Scheme (the “ESOS”). The Company has not
granted any share options under the ESOS.
At the moment, the Company and its subsidiaries do not have any contractual provisions to reclaim the incentive
components of remuneration from key management personnel in exceptional circumstances, including for example,
misstatement of financial results or misconduct resulting in financial loss to the Company.
The EDs do not have employment relationship or any service contracts with the Group and/or the Company. They
receive basic Directors’ fees from the Company in the same manner as the NEDs.
The NEDs do not have any service contracts. They are paid a basic fee and an additional fee for serving on the
AC, which is appropriate to the level of contribution, taking into account factors such as effort, time spent, and
responsibilities. The RC is also mindful of not over-compensating the NEDs to the extent that their independence may
be compromised. The Directors’ fees are subject to approval by shareholders at the AGM. Except as disclosed, the NEDs
do not receive any other remuneration from the Company for their Board service.
The fee payable will be prorated accordingly if a Director occupies the position for part of the financial year only.
The RC had recommended to the Board a maximum amount of S$250,000 as the total Directors’ fees to be paid for the
financial year ending 30 June 2021 payable quarterly in arrears (FY2020: S$350,000). The Board has concurred with the
RC’s recommendation to reduce the Directors’ fees for FY2021. This recommendation will be tabled for shareholders’
approval at the AGM.
A breakdown, showing the level and mix of each individual Director’s remuneration for FY2020 is as follows:
Contribution
to Defined
Variable Contribution
Fee Salary Bonus Plan Benefits Total Total
% % % % % % S$’000
Executive Directors
Tan Sri Cheng Heng Jem 100 - - - - 100 49
Cheng Hui Yuen, Vivien 100 - - - - 100 49
Non-Executive Directors
Ng Tiak Soon 100 - - - - 100 59
Michael Chai Woon Chew 100 - - - - 100 54
Koong Lin Loong (2) 100 - - - - 100 24
Tan Soo Khoon (1) 100 - - - - 100 20
255
(1)
Retired at the Company’s AGM held on 31 October 2019.
(2)
Appointed on 02 January 2020 as an Independent Director, the Chairman of the RC and a member of the AC and NC.
The remuneration (individually within the band of S$250,000) of the top five key management personnel for FY2020
(excluding the Directors and the Group CEO) is disclosed in the table below:
Contribution
to Defined
Variable Contribution
Salary Bonus Plan Benefits Total
% % % % %
Key Management Personnel
Law Boon Eng 76 14 4 6 100
Chang Chae Young 61 5 - 34 100
Gui Cheng Hock 75 11 2 12 100
Chua Tian Pang 77 11 11 1 100
Tay Boon Hock 80 10 10 - 100
For FY2020, the aggregate total remuneration paid to the top five key management personnel (excluding the
Directors) was S$821,812.
Ms Cheng Hui Yen, Natalie, who is the daughter of Tan Sri Cheng Heng Jem, the Executive Chairman and a substantial
shareholder, has an employment relationship with a subsidiary of the Company, and has received remuneration
(comprising salary, variable bonus, contribution to defined contribution plan and other benefits) within the band
of S$100,000 to S$150,000 in FY2020. The basis for determining her remuneration was the same as the basis for
determining the remuneration of other employees. Save as disclosed, there are no employees who have relationship
with the Directors, CEO or substantial shareholder.
There are no existing or proposed service agreements entered into or to be entered into by the Company or any of its
subsidiaries with any of the Directors or key management personnel which provides for benefits (in the form of stock
options, pensions, retirement or other benefits) upon termination of employment, retirement or post-employment.
The Company had on 12 October 2011 adopted the ESOS, representing share-based incentive options of the
Company. As at 30 June 2020, no options under the ESOS have been granted.
(a) The EDs, NEDs and confirmed employees of the Group shall be eligible to participate in the ESOS at the
absolute discretion of the RC.
(b) The aggregate number of shares over which the RC may grant options, when added to the number of shares
issued and issuable in respect of (i) all options granted under the ESOS, and (ii) all awards granted under any
other share option, share incentive, performance share or restricted share plan implemented by the Company,
must not exceed 15% of the issued shares of the Company (excluding treasury shares), provided that in relation
to controlling shareholder(s) and/or associate(s) of controlling shareholder(s):
- the aggregate number of shares which may be offered by way of grant of options to participants who are
controlling shareholder(s) and/or associate(s) of controlling shareholder(s) must not exceed 25% of the
total number of shares available under the ESOS and such other share-based incentive schemes of the
Company; and
- the aggregate number of shares which may be offered by way of grant of options to each participant
who is a controlling shareholder or his/her associate under the ESOS must not exceed 10% of the total
number of shares available under the ESOS and such other share-based incentive schemes of the
Company.
(c) The options granted under the ESOS may have exercise prices that are set at (i) a price (the “Market Price”)
equal to the average of the last dealt market price of the shares for the five consecutive market days preceding
the date of grant of the relevant option; or (ii) a discount to the Market Price (subject to a maximum discount of
20%).
(d) The ESOS will continue in operation for a maximum duration of 10 years and may be continued for any further
period thereafter with the approval of the Company’s shareholders and of any relevant authorities which may
be required.
Further details of the ESOS have been provided in the Company’s prospectus dated 27 October 2011.
The Board recognises the importance of sound internal controls and risk management practices to good corporate
governance. The Board affirms its overall responsibility for the governance of risk, including the nature and extent
of the significant risks that the Company is willing to take. The Board oversees the Company’s risk management
framework and policies, and ensures that Management maintains a sound system of risk management and internal
controls, to safeguard the Company’s shareholders’ investments and the Company’s assets. The Board will continuously
review its risk assessment process with a view to improve the Company’s internal control system where required.
The Company maintains a tailored governance structure with defined lines of responsibility and appropriate
delegation of responsibility and authority to Management.
The Board regards risk management as an integral part of business operations. A Corporate Risk Management
System implementing an Enterprise Wide Risk Management Framework (“CRMS-ERM”) was developed, enhanced
and documented. The CRMS-ERM Manual sets out in a comprehensive manner the process adopted by the Group
towards risk identification, evaluation, treatment, risks appetite setting, control, tracking and monitoring of strategic,
business, financial and operational risks. Management plays a pivotal role in overseeing the implementation of the risk
management framework, periodically reviewing the risk management scorecards and reporting the status to the AC.
Management also assesses all material and key risks associated with the Group’s businesses and operations as well as
corporate proposals.
For FY2020, the AC received the Risk Management Report on a quarterly basis and the key risks were discussed at the
quarterly AC meetings.
The internal audit team performs detailed work to assist the AC in the evaluation of internal controls, financial and
accounting matters, compliance, business and financial risk management including controls in the critical IT system.
As the position of the Group CEO is currently vacant, the Board has received written assurance:-
(a) from the Executive Chairman and CFO that as at FY2020, the financial records have been properly maintained
and the financial statements give a true and fair view of the Group’s operations and finances; and
(b) from the Executive Chairman, CFO and other key management personnel who are responsible, regarding the
adequacy and effectiveness of the Group’s risk management and internal control systems in addressing key
financial, operational, compliance and information technology risks.
The Board, with the concurrence of the AC, is of the opinion that, based on the internal controls established
and maintained by the Group, work performed by the internal and external auditors, reviews performed by the
Management, the various Board committees and the Board and the written assurance from the Executive Chairman
and CFO, the Group’s internal controls addressing key financial, operational, compliance and information technology
controls, and risk management systems were adequate as at 30 June 2020 and where certain weaknesses were
identified, these have been addressed by the Management. It should be noted that the system of internal controls
and risk management can provide only reasonable, but not absolute, assurance against financial misstatements or
loss, and of safeguarding of assets, maintenance of proper accounting records, reliability of financial information and
compliance with all relevant legislation. The Board will continue its on-going risk assessment process with a view to
improve the Company’s internal controls system.
The AC comprises the following three Directors, all of whom are non-executive and the majority of whom, including
the chairman of the AC, are independent:
(1)
Retired at the Company’s AGM held on 31 October 2019 and ceased to be a member of AC.
(2)
Appointed on 02 January 2020 as an Independent Director, the Chairman of the RC and a member of the AC and NC.
The AC is regulated by a set of written terms of reference endorsed by the Board, setting out their duties and
responsibilities, which include, among other things:
• reviewing the significant financial reporting issues and judgements to ensure the integrity of the financial
statements and any formal announcements relating to the Company’s financial performance;
• reviewing the scope and results of the audit and its cost effectiveness, and the independence and objectivity of
the external auditor;
• reviewing and reporting to the Board, at least annually, on the adequacy and effectiveness of the Group’s
internal controls and risk management systems addressing key financial, operational, compliance and
information technology controls, including procedures for entering into hedging transactions, and risk
management policies and systems established by Management (“internal controls and risk management
systems”), ensuring that such review of the effectiveness of the internal controls and risk management systems
is conducted at least annually;
• reviewing the assurances received from the Executive Chairman and CFO on the financial records and financial
statements;
• reviewing, with the external auditor, the adequacy, effectiveness, independence, scope and results of the
external audit, including the external auditor’s evaluation of the system of internal accounting controls in the
course of the audit of the Group’s financial statements;
• reviewing the risk management structure and any oversight of the risk management process and activities to
mitigate and manage risk at acceptable levels determined by the Board;
• reviewing the adequacy, effectiveness, independence, scope and results of the Group’s internal audit function;
• appraising and reporting to the Board on the audits undertaken by the external auditor and internal auditor,
the adequacy of disclosure of information, and the appropriateness and quality of the system of management
and internal controls; and
• making recommendations to the Board on the appointment, re-appointment and removal of the external
auditor, and approving the remuneration and terms of engagement of the external auditor.
In addition to the duties listed above, the AC shall be responsible for reviewing the policy and arrangements by which
staff of the Company and any other persons may, in confidence, raise concerns about possible improprieties in matters
of financial reporting or other matters to ensure that arrangements are in place for such concerns to be raised and
independently investigated, and for appropriate follow-up action to be taken.
The AC is also authorised by the Board to investigate any matter within its terms of reference and has full access to,
and co-operation of Management. It also has full discretion to invite any Director or executive officer to attend its
meetings. It has adequate resources to enable it to discharge its functions properly.
The Board is of the view that all the members of the AC are appropriately qualified to discharge their responsibilities.
Mr Ng, the AC Chairman, was a retired Senior Partner of Ernst & Young LLP who has extensive financial and audit
experience in a broad range of industries. Mr Michael Chai is a partner of a legal firm serving a wide range of large
multinationals, public limited companies as well as private businesses, financial institutions and individuals. Mr Koong
is the Managing Partner of Reanda LLKG International and the CEO of K-Konsult Taxation Sdn Bhd. Please refer to the
profile of the Directors in the “Board of Directors” section in this Annual Report.
The AC does not comprise former partners or directors of the Company’s existing auditing firm or auditing
corporation: (a) within a period of two years commencing on the date of their ceasing to be partner of the auditing
firm or director of the auditing corporation; and in any case, (b) for as long as they have any financial interest in the
auditing firm or auditing corporation.
The AC held four meetings in FY2020. All of these meetings were attended by the key management personnel at the
invitation of the AC. The Group’s external auditor was also present at these meetings.
The AC met with the external and the internal auditors without the presence of the EDs and Management at least
twice in FY2020 (on 23 August 2019 and on 14 February 2020).
The AC also reviewed the Group’s quarterly and full-year results announcement, the financial statements of the
Company and the consolidated financial statements of the Group and the auditor’s report on the annual financial
statements of the Group and Company for FY2020 prior to making recommendations to the Board for approval.
To achieve a high standard of corporate governance for the operation of the Group, the Group has implemented a
whistle-blowing policy. Details of the whistle-blowing policies and arrangements have been made available to all
employees, suppliers and customers. The policy provides channels through which staff and stakeholders can raise
concerns on financial reporting improprieties and other matters. The AC ensures that such concerns are independently
investigated and that appropriate follow-up action will be taken. Further to this, the Group has also put in place a Code
of Conduct for Vendors, which also requires them to make declaration on an annual basis that they have read the Code
of Conduct and that they are in compliance. For the customers, the Company has placed boxes in strategic locations
within the department stores for them to provide their feedback and comments. Whistle blowers may write to the
Lead ID to communicate any information about fraudulent actions and breaches of ethics directly and anonymously
using the whistleblowing email of the ID via [email protected].
The AC has reviewed the non-audit services provided by the external auditor, Ernst & Young LLP, for FY2020 and is of
the opinion that the provision of such services did not affect the independence or objectivity of the external auditor
as the percentage of the fees for non-audit services is relatively small as compared to the fees for audit services. The
external auditor has affirmed its independence in this respect. The aggregate amount of fees paid/payable by the
Group to the Company’s external auditor is disclosed in Note 8 of the financial statements.
The AC has recommended the re-appointment of Ernst & Young LLP as external auditor at the Company’s forthcoming
AGM.
The Company confirms that it has complied with Rules 712 and 715 or 716 of the Listing Rules in relation to its
auditors. Please refer to the “Corporate Information” section in this Annual Report for the details of auditors of the
Company.
The AC members also kept abreast of the changes to accounting standards and issues which have a direct impact
on financial statements through periodic meetings with the external auditor and opportunities to attend external
seminars at the Company’s expense.
Mr Ng was a Senior Partner of Ernst & Young LLP prior to his retirement in June 2005. He does not have any financial
interest in Ernst & Young LLP subsequent to his departure.
Internal Audit
The internal audit department (“IAD”) is a department independent of Management. The chief auditor of the IAD
(“Chief Auditor”) has a direct and primary reporting line to the Chairman of the AC. As the position of Group CEO is
currently vacant, the Chief Auditor reports administratively to the Executive Chairman. The AC approves the hiring,
removal, evaluation and compensation of the Chief Auditor.
The internal audit team, which is independent of the Group’s daily operations and accounting functions, has
unfettered access to all of the Group’s documents, records, properties and personnel. The Chief Auditor is
responsible for establishing the Group’s internal control framework, covering all material controls including financial
and accounting matters, operational and compliance controls. The internal control framework also provides for
identification and management of risk, including controls in the critical IT system. The internal audit team is staffed
with persons with the relevant qualifications and experience.
All internal audit activities of the Group are guided by the International Professional Practices Framework of Internal
Auditing, the Internal Audit Charter approved by the AC of the Board as well as policies and procedures of the Group.
An annual risk-based internal audit plan is presented by IAD to the Audit Committee for approval after having
reviewed the adequacy of the scope, functions and resources of IAD as well as the competency of the internal auditor.
IAD adopts a risk-based approach and prepares its plan based on the risk profiles of the auditable units in alignment
with the strategic objectives of the Group.
The Chief Auditor formulates the engagement plans based on the approved annual internal audit plan with a team of
auditors, conducts periodic independent reviews on the operations of individual divisions to identify any irregularity
and risk, develops action plans and recommendations to address the identified risks, and reports to the AC on any key
findings and progress of the internal audit process. The AC, in turn, reports to the Board on any material issues and
makes recommendations to the Board.
The AC reviews the independence, adequacy and effectiveness of the internal audit function on a quarterly basis when
it receives the internal audit report at the quarterly AC meetings.
For FY2020, the AC is satisfied that the internal audit function was independent, effective and adequately resourced,
with appropriate standing within the Group.
The Company recognises the importance of maintaining transparency and accountability to its shareholders. The
Board ensures that all the Company’s shareholders are treated equitably and the rights of all investors, including non-
controlling shareholders are protected.
The Company is committed to providing shareholders with adequate, timely and sufficient information relating to
changes in the Company or its business which would be likely to materially affect the price or value of the Company’s
shares.
General meetings of the Company are the main channel where shareholders could interact with Directors,
Management and the external auditors, to understand the Group’s business and also for the Company to understand
shareholders’ concerns or their views.
The Company will ensure that shareholders have the opportunity to participate effectively in and vote at general
meetings of shareholders. Shareholders will be informed of rules, including voting procedures that govern general
meetings of shareholders.
A shareholder who is unable to attend the general meeting may appoint a proxy(ies) to vote on his/her behalf.
Pursuant to the amendments to the Companies Act, a member which is a relevant intermediary (as defined in the
Companies Act), which generally includes Singapore banks and nominee or custodial service providers, as well as the
Central Provident Fund Board, may appoint more than two proxies to attend, speak and vote at the AGM, provided
that each appointed proxy represents a different share or shares held by such member. Other shareholders are allowed
to appoint up to two proxies to attend the general meetings.
At the general meetings, separate resolutions will be proposed for each subject matter/issue respectively. The
Company will generally avoid ‘bundling’ resolutions unless the resolutions are interdependent and linked so as to
form one significant proposal. Where the resolutions are ‘bundled’, the Company will explain the reason and material
implications in the notice of meeting.
The Directors and the Chairman of the AC, NC and RC, or members of the respective Board committees standing in for
them are present at the AGM to address shareholders’ queries. The external auditor is also invited to attend the AGM
and is available to assist the Directors in addressing any relevant queries by shareholders relating to the conduct of the
audit and the preparation and contents of the auditor’s report.
Appropriate senior management personnel/members are also present at general meetings to respond, if necessary, to
operational questions from shareholders.
All the resolutions put to the vote at the forthcoming AGM will be voted on by poll and the detailed results of the poll
will be announced via SGXNet. Polling may be conducted in manual or electronic form. In determining which polling
mode to take, the Company will take into consideration the historical/expected turnout at general meetings and the
relevant costs involved for each polling mode.
The Company will also prepare minutes of general meetings that include substantial comments or queries from
shareholders relating to the agenda of the meeting, and responses from the Board and Management, and will make
such minutes available to shareholders by posting the minutes on the Company’s website at http://www.parkson.com.
sg/minutes-of-agm-2/ as soon as practicable.
The Board does not have a fixed dividend policy at present. The form, frequency and amount of interim/final dividends
to be declared each year will be decided/recommended by the Board after taking into consideration the Group’s profit,
growth, cash position, positive cash flows generated from operations, projected capital requirements for the Group’s
business growth, general business conditions, and other factors as the Board may deem appropriate. No dividend has
been declared in FY2020 in view of the net losses recorded by the Group.
The Company values dialogue with its shareholders. The Company believes in regular, effective and fair
communication with its shareholders and is committed to hearing shareholders’ views and addressing their concerns,
where possible, through analyst briefings, investor roadshows or investors’ day briefings. The Company does not have
an Investor Relations department. The investor relations functions are performed by the Executive Chairman and CFO.
The Company’s investor relations policy is that all shareholders should be equally informed of all major developments
and events that impact the Company in a timely manner. Results and annual reports are announced or issued
within the mandatory period as prescribed under the Listing Rules. Briefings for the full year results are conducted
for analysts and institutional investors, if necessary, following the release of the results on SGXNet. Presentations
are made, as appropriate, to explain the Group’s strategy, performance and major developments. All analysts’ and
institutional investors’ briefing materials are made available to shareholders on SGXNet. In the event that inadvertent
disclosure is made to a select group, the Company will ensure that the same disclosure is announced to the public via
the SGXNet.
To promote a better understanding of shareholders’ views, the Board actively encourages shareholders to participate
during the Company’s general meetings. At these meetings, shareholders are given the opportunity to voice their
views and raise issues either formally or informally. The Company’s website at www.parkson.com.sg is another channel
to solicit and understand the views of the shareholders.
The Company regularly engages with its stakeholders through various channels to ensure that the Group’s business
interests are aligned with those of its stakeholders, and to understand and address any concerns that stakeholders may
have so as to improve the Group’s businesses. The stakeholders of the Group have been identified as parties who are
impacted by the Group’s businesses and operations, including employees, customers, suppliers/vendors, shareholders
and investors, government and regulators, and the community.
The Company has in place a sustainability policy (“SR Policy”) covering the Group’s sustainability strategies, reporting
structure, materiality assessment and processes in identifying and monitoring the material environmental, social,
governance (“ESG”) factors which are important to stakeholders. Under the SR Policy, the material ESG factors are
monitored, reviewed and updated from time to time by the Board, taking into account the feedback received from
the Group’s engagement with its stakeholders, organizational and external developments. A copy of the SR Policy is
posted on the Company’s website at http://www.parkson.com.sg/investor-relations/sustainability-reports/.
All material information, including financial results announcements, would be disclosed and announced through
SGXNet in a timely manner. The Company does not practice selective disclosure. In the event that inadvertent
disclosure is made to a select group, the Company will ensure that the same information is disclosed to the public
via the SGXNet. Released announcements on the financial results and the past Annual Reports are available on the
Company’s website at www.parkson.com.sg. The website is updated regularly and provides information on the Group
and the Company which serves as an important resource for investors and stakeholders.
ADDITIONAL INFORMATION
DEALINGS IN SECURITIES
The Group has adopted an internal code on securities trading which provides guidance and internal regulation with
regard to dealings in the Group’s securities by its Directors and officers that take into account the best practices on
dealings in securities under Rule 1207(19) of the Listing Rules as well as insider trading laws in Singapore. The Group’s
internal code prohibits its Directors and officers from dealing in listed securities of the Group while in possession of
unpublished material or price-sensitive information in relation to such securities and during the “closed period”, which
is defined as two weeks before the date of announcement of results for each of the first three quarters of the Group’s
financial year and one month before the date of announcement of the full year financial results. Directors and officers
are also prohibited from dealings in the Group’s securities on short-term considerations.
MATERIAL CONTRACTS
Other than as disclosed, there are no material contracts of the Group involving the interests of any Director or
controlling shareholder entered into during the financial year that is required to be disclosed under the Listing Rules.
All IPTs will be documented and submitted quarterly to the AC for their review to ensure that such transactions are
carried out on an arm’s length basis and on normal commercial terms and not prejudicial to the Company.
The AC has reviewed the IPTs for FY2020. The aggregate value of the material IPTs between the Group and the
interested persons for FY2020 are as follows:-
Aggregate value
of all interested Aggregate value
person transactions of all interested
during the financial person transactions
period under review conducted under
(excluding transactions shareholders’
less than S$100,000 mandate
and transactions pursuant to Rule
conducted under 920 (excluding
shareholders’ mandate transactions less
Name of interested person Nature of Relationship pursuant to Rule 920) than S$100,000)
S$’000 S$’000
Lion Corporation Berhad (1) Associate of Tan Sri Cheng - 5,179
Heng Jem, a director and
controlling shareholder of the
Company (“Tan Sri Cheng”)
Parkson Holdings Berhad Associate of Tan Sri Cheng 508(i) 4,032(ii)
Group (2)
Lion Posim Berhad (formerly Associate of Tan Sri Cheng - 469
known as Lion Forest
Industries Berhad Group) (3)
Visionwell Sdn Bhd (4) Associate of Tan Sri Cheng - 307
Notes:
(1) (a) Marketing fee payable for bonus points issued and amount received/receivable for point redemption
made by cardholders totaling S$4.892 million;
(b) Purchase of security equipment and procurement of security service totaling S$0.272 million;
(c) Purchase of office equipment, furniture and fittings as well as sale of gift voucher totaling S$0.015 million.
(2) (i) (a) Interest expense of S$0.344 million in relation to loan from the ultimate holding company;
(c) Service charge for credit collection services and sale of equipment, furniture and fittings and
computer software totaling $0.006 million.
(ii) (a) Rental income and store management fee totaling S$0.436 million;
(b) Net purchase of merchandise and sale of goods, rental of office space as well as sale of gift
voucher totaling S$3.596 million.
(3) Purchase of building materials and merchandise, sale of gift voucher and rental income.
The directors present their statement to the members together with the audited consolidated financial statements of
Parkson Retail Asia Limited (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 30 June 2020.
(i) the consolidated financial statements of the Group and the balance sheet, statement of changes in equity of
the Company are drawn up so as to give a true and fair view of the financial position of the Group and of the
Company as at 30 June 2020 and the financial performance, changes in equity and cash flows of the Group and
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 Group will be able to pay its
debts as and when they fall due.
Directors
The directors of the Company in office at the date of this statement are:
In accordance with Article 91 of the Constitution of the Company, Mr Ng Tiak Soon and Mr Michael Chai Woon Chew
will retire at the forthcoming Annual General Meeting (“AGM”). Mr Koong Lin Loong, who was appointed as an
Independent Director on 02 January 2020, will retire at the forthcoming AGM in accordance with Article 97 of the
Constitution of the Company. Mr Michael Chai Woon Chew and Mr Koong Lin Loong have submitted themselves for
re-election. Mr Ng Tiak Soon has expressed his wish to retire at the forthcoming AGM.
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the
acquisition of shares or debentures of the Company or any other body corporate.
The following directors, who held office at the end of the financial year, had, according to the register of directors’
shareholdings required to be kept under section 164 of the Singapore Companies Act, Chapter 50, an interest in shares
and share options of the Company and related corporations (other than wholly owned subsidiaries) as stated below:
The immediate holding company is East Crest International Limited (“ECIL”). Parkson Holdings Berhad (“PHB”) is the
sole shareholder of ECIL and is as such deemed to be interested in the shares of the Company held by ECIL. Tan Sri
Cheng Heng Jem has a direct interest in 26.89% and an indirect interest in 32.00% of the voting shares of PHB, and as
such by virtue of his control of the exercise of not less than 20.00% of the votes attached to the voting shares in PHB, is
deemed to be interested in the shares of the Company held by ECIL.
By virtue of Section 7 of the Companies Act, Tan Sri Cheng Heng Jem is deemed to be interested in the shares held by
the Company in its subsidiaries.
There were no changes in any of the above-mentioned interests in the Company between the end of the financial year
and 21 July 2020.
Except as disclosed in this report, no director who held office at the end of the financial year had interests 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.
Options
No options were issued by the Company or its subsidiaries during the financial year. As at 30 June 2020, there were no
options on the unissued shares of the Company or its subsidiaries which were outstanding.
The Company has an employee share option scheme known as the Parkson Retail Asia Limited Employee Share Option
Scheme (the “ESOS”) which was approved and adopted on 12 October 2011. Since the commencement of the ESOS
and as at 30 June 2020, no options under the ESOS have been granted by the Company.
Audit committee
The Audit Committee (“AC”) comprises Ng Tiak Soon, Michael Chai Woon Chew and Koong Lin Loong. The chairman of
the AC is Ng Tiak Soon. The members, including the Chairman, are independent non-executive directors.
The AC carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50. The
functions performed are detailed in the Group’s Corporate Governance Report in the Annual Report.
Auditor
Ernst & Young LLP have expressed their willingness to accept reappointment as auditor.
Singapore
12 October 2020
Opinion
We have audited the financial statements of Parkson Retail Asia Limited (the Company) and its subsidiaries (the
Group), which comprise the balance sheets of the Group and of the Company as at 30 June 2020, and the consolidated
income statement, consolidated statement of comprehensive income and consolidated statement of cash flows of the
Group and statements of changes in equity of the Group and the Company for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying 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
Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards (International) (SFRS(I)) so as to give
a true and fair view of the consolidated financial position of the Group and the financial position of the Company as
at 30 June 2020 and of the consolidated financial performance, consolidated changes in equity and consolidated cash
flows of the Group and changes in equity of the Company for the year ended on that date.
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority
(ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together
with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to Note 2.1 to the financial statements. The Group incurred a net loss of SGD84,995,000 for the
year ended 30 June 2020. As of that date, the Group and Company’s current liabilities exceeded their current assets
by SGD117,365,000 and SGD7,241,000 respectively, and the Group’s total liabilities exceeded its total assets by
SGD65,960,000. The Group’s operations were significantly impacted by movement restrictions and store closure caused
by COVID-19 pandemic in its key markets. These conditions indicate the existence of a material uncertainty that may
cast significant doubt about the Group’s ability to continue as a going concern. As disclosed in Note 2.1, the ability
of the Group to continue as a going concern is dependent on the Group generating sufficient cash flows from its
operations to meet working capital needs and continued support from its suppliers and creditors.
If the Group is unable to continue in operation existence for the foreseeable future, the Group may be unable to
discharge its liabilities in the normal course of business and adjustments may have to be made to reflect the situation
that assets may need to be realised other than in normal course of business and at amounts which could differ
significantly from the amounts at which they are currently recorded in the balance sheets. In addition, the Group
may have to reclassify certain non-current assets and liabilities as current assets and liabilities respectively. No such
adjustments have been made to these financial statements.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements
section of our report, including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures performed to address the matters below, provide the
basis for our audit opinion on the accompanying financial statements.
The Group operates department stores primarily in Malaysia, Indonesia and Vietnam. The carrying value of the
property, plant and equipment and right-of-use assets of the Group as at 30 June 2020 are SGD64,974,000 and
SGD258,919,000 respectively and are material to the Group’s financial statements. Management judgement is involved
in the identification of any impairment indicators as well as the assessment of the recoverable values of these assets.
Such judgement is made based on forecasted future store performance, which is, amongst others, dependent on the
expected store traffic, the competitive environment in local markets and taking into consideration the heightened
level of estimation uncertainty associated with the market and economic conditions prevailing at the reporting date
brought on by the COVID-19 pandemic. Management has recognised an impairment charge of SGD11,216,000 and
SGD40,840,000 on property, plant and equipment and right-of-use assets respectively during the financial year. For
these reasons, we have identified this as a key audit matter.
Our procedures included, amongst others, assessing management’s identification of impairment indicators of assets
related to the individual department stores. Where an impairment indicator is identified, we, with the assistance of
the auditors of the subsidiaries, evaluated the reasonableness of management’s key assumptions underlying the
impairment calculations for different scenarios of the recovery period from the COVID-19 pandemic. In addition, we
have also compared the actual results of the stores against forecast previously made by management and taking into
consideration the viability of the stores’ future plans, local economic development and industry outlook, taking into
account the uncertainty associated with the evolving COVID-19 pandemic situation. Our internal specialists assisted us
in evaluating the reasonableness of the discount rate used in deriving the recoverable amount.
The Group’s disclosures for property, plant and equipment and right-of-use assets are included in Note 11 and Note 26
to the financial statements respectively.
Inventory allowance
The Group’s inventories mainly consist of inventories at its department stores and they amounted to SGD41,274,000,
representing 9% of the Group’s total assets as at 30 June 2020. Inventories are subject to the risk of theft and/or
obsolescence which is an inherent risk to the Group. Inventories are carried at the lower of cost and net realisable
value. As the determination of net realisable value requires significant management judgement, we have identified
this as a key audit matter. The allowance for inventory shrinkage and inventory obsolescence recognised in profit or
loss was SGD1,037,000 for the current financial year.
The procedures included, amongst others, observing stock count, reviewing management’s reconciliation of
stock count results to inventory record and performing roll forward/backward of stock count to year end quantity,
where applicable. We assessed the adequacy of the shrinkage allowance made by assessing the total shrinkage loss
recognised after the inventory cycle counts and projected it to year end. We tested the design and effectiveness
of system controls over the purchasing, receiving and invoice matching process. We assessed the adequacy of the
allowance for obsolescence made by the management by reviewing selling prices of samples of inventories, aging
of inventories and gross margins of inventories sold during the year and after the year end. We also reviewed the
audit procedures performed by the auditors of the subsidiaries and held discussions with them and management in
assessing the assumptions.
The Group’s disclosures for inventories are included in Note 20 to the financial statements.
As at 30 June 2020, the Company has significant investment in subsidiaries, Parkson Corporation Sdn Bhd and PT
Tozy Sentosa. There is significant management judgement involved in the assessment of the recoverability of these
subsidiaries which operate the Group’s department store operations in Malaysia and Indonesia respectively. During
the current financial year, an impairment charge of SGD14,356,000 was recognised against the cost of investment in
subsidiaries.
Management’s assessment of the recoverable amount of the investment in subsidiaries involves estimation and
judgement relating to the assumptions used in profit forecast and discounted cashflows and considers the heightened
level of estimation uncertainty associated with the market and economic conditions prevailing at the reporting date
brought on by the COVID-19 pandemic. Key assumptions and estimates used in the cash flow projections are pre-tax
discount rates, budgeted gross margins and growth rates. Thus, we have identified this as a key audit matter.
Our audit procedures included, amongst others, assessing the reasonableness of the assumptions used in the
cash flow projections approved by the board of directors. We held discussions with management and the auditors
of the subsidiaries to obtain an understanding of assumptions used in the cash flow projections. The auditors of
the subsidiaries were involved to assist us in the evaluation of the reasonableness of the assumptions used by
management in their cash flow projections, which included a comparison of the historical performance of the
subsidiaries against forecasts, and considering the viability of future plans, local economic conditions and industry
outlook, taking into account the uncertainty associated with the evolving COVID-19 pandemic situation. Our internal
specialists also assisted us in evaluating the reasonableness of certain key assumptions such as the pre-tax discount
rates and terminal growth rate.
Other Information
Management is responsible for the other information. The other information comprises the information included in the
annual report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the provisions of the Act and SFRS(I), and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised
use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance
with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Tan Peck Yen.
12 October 2020
Items of expense
Changes in merchandise inventories and consumables 20 (106,985) (169,754)
Employee benefits expense 7 (53,548) (63,077)
Depreciation and amortisation expenses 8 (78,448) (24,698)
Promotional and advertising expenses (4,748) (8,169)
Operating lease expenses 8 (7,976) (107,822)
Finance costs 5 (30,043) (1,261)
Other expenses (92,117) (62,795)
Loss before tax 8 (83,513) (30,317)
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
2020 2019
SGD’000 SGD’000
Attributable to:
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Group Company
Note 2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
ASSETS
Non-current assets
Property, plant and equipment 11 64,974 95,138 – –
Land use right 12 – 7,204 – –
Right-of-use assets 26 258,919 – – –
Investments in subsidiaries 13 – – 125,570 140,553
Investment in an associate 14 – – – –
Deferred tax assets 15 3,176 3,146 – –
Other receivables 17 33,215 14,672 – 7,499
Prepayments 16 86 863 – –
Intangible assets 18 474 861 – –
Investment securities 19 183 916 – –
361,027 122,800 125,570 148,052
Current assets
Inventories 20 41,274 53,322 – –
Trade and other receivables 17 14,644 23,658 – –
Prepayments 16 1,267 2,372 12 13
Tax recoverable 1,829 1,281 – –
Cash and short-term deposits 21 10,169 54,748 115 83
69,183 135,381 127 96
Asset classified as held for sale 11 13,237 – – –
Total assets 443,447 258,181 125,697 148,148
Current liabilities
Trade and other payables 22 97,685 155,607 6,858 1,196
Other liabilities 23 25,050 21,723 510 267
Contract liabilities 23 9,211 11,942 – –
Provisions 24 1,447 3,293 – –
Loans and borrowings 25 5,862 4,152 – –
Lease liabilities 26 60,530 – – –
199,785 196,717 7,368 1,463
Net current liabilities (117,365) (61,336) (7,241) (1,367)
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Group Company
Note 2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Non-current liabilities
Other payables 22 4,254 3,857 – –
Other liabilities 23 – 19,651 – –
Provisions 24 6,882 10,875 – –
Loans and borrowings 25 11,621 11,851 8,961 7,369
Lease liabilities 26 286,428 – – –
Deferred tax liabilities 15 437 439 437 439
309,622 46,673 9,398 7,808
Total liabilities 509,407 243,390 16,766 9,271
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Opening balance at 1 July 2019 14,791 14,830 231,676 (549) (48,171) (168,126) (39)
Opening balance at 1 July 2019 (restated) 19,286 19,325 231,676 (549) (43,676) (168,126) (39)
Opening balance at 1 July 2018 49,667 52,589 231,676 (549) (13,647) (164,891) (2,922)
Total comprehensive income for the year (34,876) (34,933) – – (34,524) (409) 57
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Financing activities
Interest paid (23,518) –
Proceeds from bank borrowings 25 5,757 6,833
Repayment of obligations under finance leases 25 – (458)
Repayment of bank borrowings 25 (6,258) (6,040)
Loans from ultimate holding company 25 1,633 11,743
Repayment to ultimate holding company (606) –
Loan from a third party 1,309 –
Payment of principal portion of lease liabilities (34,477) –
Increase in pledged deposits (733) (961)
Net cash flows (used in)/ generated from financing activities (56,893) 11,117
Effect of exchange rate changes on cash and cash equivalents 407 (1,055)
Cash and cash equivalents at 1 July 52,953 40,029
Cash and cash equivalents at 30 June A 5,209 52,953
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
1. Corporate information
Parkson Retail Asia Limited (the “Company”) is a public listed company incorporated in Singapore and is listed
on the Singapore Exchange Securities Trading Limited (“SGX‑ST”).
The registered office of the Company is located at 80 Robinson Road, #02-00, Singapore, 068898. The principal
places of business of the Group are located at:
- Level 5, Klang Parade, No. 2112 Jalan Meru, 41050 Klang, Selangor Darul Ehsan, Malaysia;
- 35 Bis - 45 Le Thanh Ton Street, District 1, Ho Chi Minh City, Vietnam; and
- Jl. Prof. Dr. Satrio Blok A/35, Sentosa Building Sector VII Bintaro Jaya, Tangerang, Banten, Indonesia.
The immediate holding company is East Crest International Limited, a company incorporated in the British
Virgin Islands. The ultimate holding company is Parkson Holdings Berhad, a public limited liability company
incorporated and domiciled in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad.
Related companies refer to companies within the Parkson Holdings Berhad Group.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are
disclosed in Note 13 to the financial statements.
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
(International) (“SFRS(I)”).
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting
policies below.
The financial statements of the Group have been prepared on a going concern basis notwithstanding that
the Group incurred a net loss of SGD84,995,000 (2019: SGD34,613,000) for the year ended 30 June 2020. As at
that date, the Group and Company’s current liabilities exceeded their current assets by SGD117,365,000 (2019:
SGD61,336,000) and SGD7,241,000 (2019: SGD1,367,000) respectively, and the Group’s total liabilities exceeded
its total assets by SGD65,960,000. The Group’s operations were significantly impacted by movement restrictions
and store closure caused by COVID-19 pandemic in its key markets. These conditions indicate the existence of
a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern.
The directors are of the view that it is appropriate to prepare the Group’s financial statements on a going
concern on the following bases:
(a) the Group will be able to generate sufficient cash flows from its operations to pay its liabilities as and
when they fall due. Management has assumed that there will not be any further significant lockdown or
movement control orders in the countries where the Group operates which will cause major disruption
to business operations and that recovery of business will be in line with trajectory observed since
July 2020. In particular there are no significant changes in the economic environment and consumer
sentiments from that observed subsequent to year end and to-date, which would result in significant
changes in the revenue and gross margins forecasted by management;
(b) management intends to manage cashflow of the subsidiaries on overall Group basis, where necessary;
(c) there are no changes in the credit terms granted by suppliers and the Group intends to adhere to the
average trade payables turnover days consistent with prior years;
(d) on 27 July 2020, the Group announced it has entered into a conditional Asset Transfer Agreement for the
disposal of a property in Vietnam for a consideration of USD10 million, inclusive of value added tax. The
Group expects the conditions stipulated in the Asset Transfer Agreement to be fulfilled and the disposal
of the property to be completed and the net proceeds on disposal of approximately SGD13,236,000 to
be received in the financial year ending 30 June 2021;
(e) the Group has unutilised banking facilities of approximately SGD6,748,000 as of 30 June 2020 that is
available for use; and
(f ) subsequent to the year end, the Group received additional advances of SGD4,428,000 from the ultimate
holding company, Parkson Holdings Berhad. These advances are unsecured, interest bearing at 3% to 7%
per annum and the payment of the first quarter installment will be in 2024. The parties intend to execute
a supplemental loan agreement in the financial year ending 30 June 2021 for an additional amount of
RM30 million. This is subject to shareholders’ approval.
Notwithstanding the above, the assumptions are subject to other factors including but not limited to general
economic conditions either nationally or in regions in which the Group operates. As the assumptions were
made based on conditions prevailing as at the reporting date, actual outcome may differ materially from these
assumptions.
If the Group is unable to continue in operational existence for the foreseeable future, the Group may be unable
to discharge its liabilities in the normal course of business and adjustments may have to be made to reflect
the situation that assets may need to be realised other than in the normal course of business and at amounts
which may differ significantly from the amounts at which they are currently recorded in the balance sheets. In
addition, the Group may have to reclassify non-current assets and liabilities as current assets and liabilities. No
such adjustments have been made to these financial statements.
The accounting policies adopted are consistent with those of the previous financial year except in the current
financial year, the Group has adopted all the new and revised standards which are relevant to the Group and
are effective for annual financial periods beginning on or after 1 July 2019. Except for the adoption of SFRS(I)
16 Leases described below, the adoption of these standards did not have any material effect on the financial
performance or position of the Group.
SFRS(I) 16 Leases
SFRS(I) 16 supersedes SFRS(I) 1-17 Leases, SFRS(I) INT 4 Determining whether an Arrangement contains a Lease,
SFRS(I) INT 1-15 Operating Leases – Incentives and SFRS(I) INT 1-27 Evaluating the Substance of Transactions
involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases and requires lessees to recognise most leases on the balance sheet.
Lessor accounting under SFRS(I) 16 is substantially unchanged from SFRS(I) 1-17. Lessors will continue to classify
leases as either operating or finance leases using similar principles as in SFRS(I) 1-17. Therefore, SFRS(I) 16 does
not have an impact for leases where the Group is the lessor.
The Group adopted SFRS(I) 16 using the modified retrospective method of adoption, with the date of initial
application of 1 July 2019. Accordingly, the comparative information presented for 2019 is not restated. The
Group elected to use the transition practical expedient to not reassess whether a contract is, or contains a lease
at 1 July 2019. Instead, the Group applied the standard only to contracts that were previously identified as
leases applying SFRS(I) 1-17 and SFRS(I) INT 4 at the date of initial application. The Group also elected to use the
recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months
or less and do not contain a purchase option (short-term leases), and lease contracts for which the underlying
asset is of low value (low-value assets).
Increase/
(decrease)
SGD’000
Upon adoption of SFRS(I) 16, the Group applied a single recognition and measurement approach for all leases
except for short-term leases and leases of low-value assets. The accounting policy beginning on and after 1 July
2019 is disclosed in Note 2.19. The standard provides specific transition requirements and practical expedients,
which have been applied by the Group.
The Group did not change the initial carrying amounts of recognised assets and liabilities at the date of initial
application for leases previously classified as finance lease. The requirements of SFRS(I) 16 were applied to these
leases from 1 July 2019.
The Group recognised right-of-use assets and lease liabilities for those leases previously classified as operating
leases, except for short-term leases and leases of low-value assets. The right-of-use assets were recognised
based on the amount equal to the lease liabilities, adjusted for any related prepaid and accrued lease payments
previously recognised. Lease liabilities were recognised based on the present value of the remaining lease
payments, discounted using the incremental borrowing rate at the date of initial application.
The Group reassessed sublease arrangements at 1 July 2019 that were previously classified as operating leases
applying SFRS(I) 17 based on the remaining contractual terms and conditions of the head lease and sublease
at 1 July 2019 and determined that some of these arrangements are finance leases applying SFRS(I) 16.
Accordingly, the Group recognised a gain of SGD4,495,000 in accumulated losses at 1 July 2019 arising from the
recognition of net investments in sublease and derecognition of the corresponding right-of-use assets of the
head lease.
The Group also applied the available practical expedients wherein it:
• used a single discount rate to a portfolio of leases with reasonably similar characteristics;
• relied on its assessment of whether leases are onerous immediately before the date of initial application
as an alternative to performing an impairment review;
• applied the short-term leases exemption to leases with lease term that ends within 12 months of the
date of initial application;
• excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial
application; and
• used hindsight in determining the lease term where the contract contained options to extend or
terminate the lease.
The lease liabilities as at 1 July 2019 can be reconciled to the operating lease commitments as of 30 June 2019,
as follows:
SGD’000
Add: Lease payments relating to renewal periods not included in operating lease commitments
as at 30 June 2019 112,761
Less:
Commitments relating to leases which have not commenced as at 1 July 2019 (14,611)
Commitments relating to short-term leases (41,797)
544,780
Weighted average incremental borrowing rate as at 1 July 2019 7.2%
Discounted operating lease commitments as at 1 July 2019 375,936
Add: finance leases at 30 June 2019 367
Lease liabilities at 1 July 2019 376,303
The Group has not adopted the following standards that have been issued but not yet effective:
Amendments to SFRS(I) 1-1 and SFRS(I) 1-8 Definition of Material 1 January 2020
Amendments to SFRS(I) 3 Definition of a Business. 1 January 2020
Amendments to SFRS(I) 9, SFRS(I) 1-39 and SFRS(I) 7 Interest Rate Benchmark Reform 1 January 2020
Amendments to SFRS(I) 1-1 and SFRS(I) 1-8 Definition of Material 1 January 2020
Amendments to SFRS(I) 3 Definition of a Business. 1 January 2020
Amendments to SFRS(I) 9, SFRS(I) 1-39 and SFRS(I) 7 Interest Rate Benchmark Reform 1 January 2020
Amendments to References to the Conceptual Framework in SFRS(I) Standards 1 January 2020
Amendment to SFRS(I) 16: Covid-19-Related Rent Concessions 1 June 2020
SFRS(I) 17 Insurance contracts 1 January 2021
Amendments to SFRS(I) 3: Reference to the Conceptual Framework 1 January 2022
Amendments to SFRS(I) 1-16: Property, Plant and Equipment—Proceeds before Intended Use 1 January 2022
Amendments to SFRS(I) 1-37: Onerous Contracts—Cost of Fulfilling a Contract 1 January 2022
Annual Improvements to SFRS(I)s 2018-2020 1 January 2022
Amendments to SFRS(I) 1-1: Classification of Liabilities as Current or Non-current 1 January 2023
Amendments to SFRS(I) 10 and SFRS(I) 1-28 Sale or Contribution of Assets between an Date to be
Investor and its Associate or Joint Venture determined
The directors expect that the adoption of the standards above will have no material impact on the financial
statements in the year of initial application.
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the end of the reporting period. 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 for like transactions and events in similar
circumstances.
All intra-group balances, income and expenses and unrealised gains or losses resulting from intra-group
transactions and dividends are eliminated in full.
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.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit
balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
- de-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying
amounts at the date when control is lost;
- de-recognises the carrying amount of any non-controlling interest;
- de-recognises the cumulative translation differences recorded in equity;
- recognises the fair value of the consideration received;
- recognises the fair value of any investment retained;
- recognises any surplus or deficit in profit or loss;
- re-classifies the Group’s share of components previously recognised in other comprehensive
income to profit or loss or retained earnings, as appropriate.
Business combinations are accounted for by applying the acquisition method. Identifiable assets
acquired and liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the
costs are incurred and the services are received.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed
to be an asset or liability will be recognised in profit or loss.
The Group elects for each individual business combination, whether non-controlling interest in the
acquiree (if any), that are present ownership interests and entitle their holders to a proportionate share
of net assets in the event of liquidation, is recognised on the acquisition date at fair value, or at the non-
controlling interest’s proportionate share of the acquiree’s identifiable net assets. Other components of
non-controlling interests are measured at their acquisition date fair value, unless another measurement
basis is required by another FRS.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously
held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and
liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is
recognised as gain on bargain purchase in profit or loss on the acquisition date.
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to the Group’s cash-generating units that are expected to benefit from the
synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.
The cash-generating units to which goodwill have been allocated is tested for impairment annually
and whenever there is an indication that the cash-generating unit may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group
of cash-generating units) to which the goodwill relate. Where the recoverable amount of the cash-
generating unit is less than the carrying amount, an impairment loss is recognised in profit or loss.
Impairment losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-
generating unit is disposed of, the goodwill associated with the operation disposed of is included in
the carrying amount of the operation when determining the gain or loss on disposal of the operation.
Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations
disposed of and the portion of the cash-generating unit retained.
Business combinations involving entities under common control are accounted for by applying the
pooling of interest method which involves the following:
- The assets and liabilities of the combining entities are reflected at their carrying amounts reported
in the consolidated financial statements of the controlling holding company.
- No adjustments are made to reflect the fair values on the date of combination, or recognise any
new assets or liabilities.
- No additional goodwill is recognised as a result of the combination.
- Any difference between the consideration paid/transferred and the equity ‘acquired’ is reflected
within the equity as merger reserve.
- The statement of comprehensive income reflects the results of the combining entities for the full
year, irrespective of when the combination took place.
Comparatives are restated to reflect the combination as if it had occurred from the beginning of the
earliest period presented in the financial statements or from the date the entities had come under
common control, if later.
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of
the Company.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and
non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any
difference between the amount by which the non-controlling interest is adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to owners of the Company.
The functional currency of the Company is Malaysian Ringgit. The Company has chosen to present its
consolidated financial statements using Singapore Dollars (“SGD”) as it is incorporated in Singapore. Each entity
in the Group determines its own functional currency and items included in the financial statements of each
entity are measured using that functional currency.
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 end of the reporting period.
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
measured.
Exchange differences arising on the settlement of monetary items or on translating monetary items at
the end of the reporting period are recognised in profit or loss.
For consolidation purpose, the assets and liabilities of foreign operations are translated into SGD at
the rate of exchange ruling at the end of the reporting period and their profit or loss are translated at
the exchange rates prevailing at the date of the transactions. The exchange differences arising on the
translation are recognised in other comprehensive income. On disposal of a foreign operation, the
component of other comprehensive income relating to that particular foreign operation is recognised in
profit or loss.
All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property,
plant and equipment other than land are measured at cost less accumulated depreciation and any accumulated
impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
Land, including the legal costs incurred at initial acquisition of land rights, is stated at cost and not depreciated.
Assets under construction included in plant and equipment are not depreciated as these assets are not yet
available for use.
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 and adjusted
prospectively, if appropriate.
An item of property, plant and equipment is de-recognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss on de-recognition of the asset is included in profit or loss
in the year the asset is de-recognised.
Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible
assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is
reflected in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
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. Changes in the expected useful life
or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by
changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.
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. If not, the change in useful life from indefinite to finite is made on a
prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset
is de-recognised.
Club memberships were acquired separately are amortised on a straight-line basis over their estimated
useful lives of 25 to 99 years.
Customer relationships acquired in a business combination are amortised on a straight-line basis over
their estimated useful lives of 5 years.
(iii) Software
Software acquired separately are amortised on a straight-line basis over their estimated useful lives of 8
years.
License fee paid is amortised on a straight-line basis over the contractual period of 10 years.
Land use right is initially measured at cost. Following initial recognition, land use right is measured at cost less
accumulated amortisation and accumulated impairment. The land use right is amortised on a straight-line basis
over the lease term of 66 years and 10 months.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when an annual impairment testing 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 of
disposal 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 or groups of assets. Where the carrying amount
of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. Impairment losses are recognised in profit or loss.
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 been recognised
previously. Such reversal is recognised in profit or loss.
2.11 Subsidiaries
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less
impairment losses.
2.12 Associate
An associate is an entity over which the Group has the power to participate in the financial and operating policy
decisions of the investee but does not have control or joint control of those policies.
The Group accounts for its investments in associates using the equity method from the date on which it
becomes an associate.
On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the net
fair value of the investee’s identifiable assets and liabilities is accounted for as goodwill and is included in
the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the investee’s
identifiable assets and liabilities over the cost of the investment is included as income in the determination of
the entity’s share of the associate’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investment in associates is carried in the balance sheet at cost plus post-
acquisition changes in the Group’s share of net assets of the associates. The profit or loss reflects the share of
results of the operations of the associates. Distributions received from associates reduce the carrying amount of
the investment. Where there has been a change recognised in other comprehensive income by the associates,
the Group recognises its share of such changes in other comprehensive income. Unrealised gains and losses
resulting from transactions between the Group and associate are eliminated to the extent of the interest in the
associates.
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.
After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on the Group’s investment in associate. The Group determines at the end of each reporting
period whether there is any objective evidence that the investment in the associate is impaired. If this is the
case, the Group calculates the amount of impairment as the difference between the recoverable amount of the
associate and its carrying value and recognises the amount in profit or loss.
The financial statements of the associates are prepared as the same reporting date as the Company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
Financial assets are recognised when, and only when, the entity becomes a party to the contractual
provisions of the instruments.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit
or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be
entitled in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third party, if the trade receivables do not contain a significant financing
component at initial recognition.
Subsequent measurement
Financial assets that are held for the collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial
assets are measured at amortised cost using the effective interest method, less impairment. Gains
and losses are recognised in profit or loss when the assets are de-recognised or impaired, and
through the amortisation process.
On initial recognition of an investment in equity instrument that is not held for trading, the Group
may irrevocably elect to present subsequent changes in fair value in OCI. Dividends from such
investments are to be recognised in profit or loss when the Group’s right to receive payments is
established. For investments in equity instruments which the Group has not elected to present
subsequent changes in fair value in OCI, changes in fair value are recognised in profit or loss.
De-recognition
A financial asset is de-recognised where the contractual right to receive cash flows from the asset has
expired. On de-recognition 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 had been recognised in
other comprehensive income is recognised in profit or loss.
Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual
provisions of the financial instrument. The Group determines the classification of its financial liabilities at
initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at fair
value through profit or loss, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are
subsequently measured at amortised cost using the effective interest method. Gains and losses are
recognised in profit or loss when the liabilities are de-recognised, and through the amortisation process.
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or
expires. On de-recognition, the difference between the carrying amounts and the consideration paid is
recognised in profit or loss.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been
a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses
expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does
not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting
date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted
for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before
taking into account any credit enhancements held by the Group. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
Cash and cash equivalents comprise cash and bank balances, and short-term deposits that are readily
convertible to known amount of cash and 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.
2.16 Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of merchandise and consumables
comprise cost of purchase, and are determined using the weighted average method.
Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying
value of inventories to the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of
completion and the estimated costs necessary to make the sale.
2.17 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period 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.
The Group participates in the national pension schemes as defined by the laws of the countries in
which it has operations. In particular, the Company’s subsidiaries in Malaysia make contributions to the
Employees Provident Fund. Contributions to defined contribution pension schemes are recognised as an
expense in the period in which the related service is performed.
The Group makes provision for employee service entitlements in order to meet the minimum benefits
required to be paid to qualified employees, as required under the Indonesian Labour Law No. 13/2003
(the “Labour Law”). The said provisions, which are unfunded, are estimated using actuarial calculations
based on the report prepared by an independent firm of actuaries.
Actuarial gains or losses are recognised in other comprehensive income when incurred. The unvested
past service costs are recognised as an expense in the period they occur.
The related estimated liability for employee benefits is the aggregate of the present value of the defined
benefit obligation at the end of the reporting period.
2.19 Leases
These accounting policies are applied on and after the initial application date of SFRS(I) 16, 1 July 2019:
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(a) As lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and
right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and
lease payments made at or before the commencement date less any lease incentives received. Right-of-
use assets are depreciated on a straight-line basis over the shorter of lease term and the estimated useful
lives of the assets, as follows:
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. The accounting policy for impairment is disclosed
in Note 2.10.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the
Group exercising the option to terminate. Variable lease payments that do not depend on an index or a
rate are recognised as expenses in the period in which the event or condition that triggers the payment
occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payment made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases
that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption to leases that are considered
to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.
(b) As lessor
Leases in which the Group does not transfer 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 2.20(d). Contingent rents are
recognised as revenue in the period in which they are earned.
Leases that transfer substantially all the risks and rewards incidental to ownership of the underlying asset
to the lease are accounted for as finance leases. At the commencement date, the cost of the leased asset
is capitalised at the present value of the lease payments and presented as a receivable at an amount
equal to the net investment in the lease.
Where the Group is an intermediate lessor, a sublease is classified as a finance lease or operating lease
with reference to the right-of-use asset arising from the head lease.
These accounting policies are applied before the initial application date of SFRS(I) 16, 1 July 2019.
(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 profit or loss. 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 rental expense in profit or loss 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 in which the Group does not transfer 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 2.20(d). Contingent rents are
recognised as revenue in the period in which they are earned.
2.20 Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or
service to the customer, which is when the customer obtains control of the good or service. A performance
obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount
allocated to the satisfied performance obligation.
Revenue from sale of goods is recognised upon transfer of significant risks and rewards of ownership of
the goods to the customer, usually on delivery of goods. Revenue is not recognised to the extent where
there are significant uncertainties regarding recovery of the consideration due, associated costs or the
possible return of goods.
The Group operates Parkson Card loyalty programme, which allows customers to accumulate points
when they purchase products in the Group’s stores. The points can be redeemed for free or discounted
goods from the Group’s stores, subject to a minimum number of points being obtained.
The Group allocates consideration received from the sale of goods to the goods sold and the points
issued that are expected to be redeemed.
The consideration allocated to the points issued is measured at the fair value of the points. It is
recognised as contract liabilities on the balance sheet and recognised as revenue when the points are
redeemed, have expired or are no longer expected to be redeemed. The amount of revenue recognised
is based on the number of points that have been redeemed, relative to the total number expected to be
redeemed.
Commissions from concessionaire sales are recognised upon the sale of goods by the relevant stores.
Consultancy and management service fees are recognised net of service taxes and discounts when the
services are rendered.
Rental income arising from operating leases on department stores 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.
(f ) Promotion income
Promotion income is recognised according to the underlying contract terms with concessionaires and as
these services have been provided in accordance therewith.
Revenue from food and beverage operations are recognised upon delivery and acceptance by
customers, net of sale discounts.
2.21 Taxes
Current income tax assets and liabilities for the current and prior periods 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 substantively enacted at the end of the reporting
period, in the countries where the Group operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to
items recognised outside profit or loss, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax is provided using the liability method on temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
– Where the deferred income tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither accounting profit nor taxable profit or loss; and
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and
unused tax losses can be utilised except:
– Where the deferred tax asset relating to the deductible temporary difference 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; and
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that 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 the end of
each reporting period and are recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the end of each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or 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 on 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 tax authority is included as part of
receivables or payables on the balance sheets.
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.
The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost and
deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation
of the Group’s own equity instruments. Any difference between the carrying amount of treasury shares and the
consideration received, if reissued, is recognised directly in equity. Voting rights related to treasury shares are
nullified for the Group and no dividends are allocated to them respectively.
2.24 Contingencies
(a) a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group; or
(b) a present obligation that arises from past events but is not recognised because:
(i) it is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; or
(ii) the amount of the obligation cannot be measured with sufficient reliability.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent
liabilities assumed in a business combination that are present obligations and which the fair values can be
reliably determined.
Non-current assets and disposal groups classified as held for sale are measure at the lower of their carrying
amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if
their carrying amounts will be recovered principally through a sale transaction rather than through continuing
use. A component of the Group is classified a ‘discontinued operation’ when the criteria to be classified as held
for sale have been met or it has been disposed of and such a component represents a separate major line of
business or geographical area of operations or is part of a single coordinated plan to dispose of a separate
major line of business or geographical area of operations.
Property, plant and equipment and land use rights once classified as held for sale are not depreciated or amortised.
The preparation of the Group’s consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions
and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset
or liability affected in the future periods.
In the process of applying the Group’s accounting policies, management has made the following judgements
which have the most significant effect on the amounts recognised in the consolidated financial statements:
The Group has exposure to income taxes in various jurisdictions. 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 amounts of the Group’s tax recoverable as
at 30 June 2020 was SGD1,829,000 (2019: SGD1,281,000). The carrying amounts of the Group’s deferred
tax assets and deferred tax liabilities as at 30 June 2020 were SGD3,176,000 (2019: SGD3,146,000) and
SGD 437,000 (2019: SGD439,000) respectively.
The Group determines the lease terms as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension options. The Group applies judgement in
evaluating whether it is reasonably certain whether or not to exercise the option to extend the lease.
It considers all relevant factors that create an economic incentive for it to exercise the extension. After
the commencement date, the Group reassesses the lease term whenever there is a significant event or
change in circumstances that is within its control and affects its ability to exercise or not to exercise the
option to extend.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
the reporting period are discussed below. The Group based its assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising beyond the control of the
Group. Such changes are reflected in the assumptions when they occur.
The Group assesses whether there are any indicators of impairment for all non-financial assets at the end
of each reporting period. Non-financial assets are tested for impairment when there are indicators that
the carrying amounts may not be recoverable.
The Group recognises impairment loss when the carrying value of an asset or a cash-generating unit
exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value
in use. Fair value less costs of disposal is based on available data from sales transactions in an arm’s
length transaction of similar assets or observable market prices less incremental costs for disposing the
asset. In value in use calculations, the Group estimates the expected future cash flows from the cash-
generating unit and chooses a suitable pre-tax discount rate to calculate the present value of the cash
flow projections.
The carrying amount of the Group’s property, plant and equipment, land use right and right-of-use assets
at the end of the reporting period are disclosed in Note 11, 12 and 26 respectively.
Allowance for inventories obsolescence is estimated based on the best available facts and circumstances
at the end of each reporting period, including but not limited to, the physical conditions of the
inventories, their expected market selling prices, and estimated costs to be incurred for their sales. The
allowance is re-evaluated and adjusted as additional information received affects the amount estimated.
The carrying amount of the Group’s inventories and provision for obsolescence recognised at the end of
the reporting period are disclosed in Note 20.
The Company determines whether there are indicators that its investment in subsidiaries is impaired. The
recoverable amount is determined by an estimation of the value in use of the subsidiaries. Estimating
the value in use requires the Company to make an estimate of the expected future cash flows from these
subsidiaries, to choose a suitable pre-tax discount rate to calculate the present value of the cash flow
projections and to estimate a forecasted growth rate to extrapolate cash flow projections beyond the
five-year period. The carrying amount of the Company’s investment in subsidiaries recognised at the end
of the reporting period is disclosed in Note 13.
4. Revenue
Group
2020 2019
SGD’000 SGD’000
81
Notes to the Financial Statements
For the financial year ended 30 June 2020
5. Finance income/costs
Group
2020 2019
SGD’000 SGD’000
Finance income
Interest income on net investments in sublease 1,849 –
Interest income on short-term deposits 907 972
Discount adjustment on rental deposit receivables 1,478 2,579
4,234 3,551
Group
2020 2019
SGD’000 SGD’000
Finance costs
Interest expense on lease liabilities 28,841 –
Interest expense on loans and borrowings 552 800
Discount adjustment on:
- Rental deposit payables 121 154
- Provision for restoration costs (Note 24) 529 307
30,043 1,261
6. Other income
Group
2020 2019
SGD’000 SGD’000
Note A
The Group acts as an intermediate lessor for certain parts of its leased premises. Income from subleasing right-
of-use assets represents the excess of lease receivables from sublease classified as finance lease over lease
liabilities under the head lease.
Included in employee related expense of the Group are remuneration of directors, chief executive officer and
key management personnel as further disclosed in Note 29(c).
Other than items in Notes 4 to 7, the following items have been included in arriving at loss before tax:
Group
2020 2019
SGD’000 SGD’000
Audit fees:
- Auditors of the Company 192 185
- Other auditors 315 325
Non-audit fees:
- Auditors of the Company 7 7
- Other auditors 8 7
Total audit and non-audit fees 522 524
Group
2020 2019
SGD’000 SGD’000
The major components of income tax expense for the years ended 30 June 2020 and 2019 are as follows:
Group
2020 2019
SGD’000 SGD’000
Consolidated income statement:
Current income tax
- Current year 1,985 5,105
- Over provision in respect of previous years (476) (191)
1,509 4,914
In the previous financial year, the Group performed an assessment of the amount of sufficient taxable
profit that would be available in future years, against which the deferred tax assets can be utilised. As a
result of the assessment, the Group reversed deferred tax assets of SGD1,371,000 that were previously
recognised relating to a subsidiary which had incurred losses.
(b) Relationship between income tax expense and loss before tax
Reconciliation between income tax expense and the product of loss before tax multiplied by the
applicable corporate tax rates for the years ended 30 June 2020 and 2019 is as follows:
Group
2020 2019
SGD’000 SGD’000
Tax at the domestic tax rates applicable to loss in the countries where the
Group operates (18,288) (7,203)
Adjustments:
Non-deductible expenses 10,141 6,269
Income not subject to taxation (2,688) (1,114)
Deferred tax assets not recognised 11,256 6,162
(Over)/ under provision in respect of previous years:
- Current tax (476) (191)
- Deferred tax 1,517 (998)
Withholding tax 20 –
Reversal of deferred tax in respect of previous years’ tax losses and other
temporary differences – 1,371
Income tax expense recognised in profit or loss 1,482 4,296
(b) Relationship between income tax expense and loss before tax (cont’d)
The above reconciliation is prepared by aggregating separate reconciliations for each national
jurisdiction. A summary of domestic tax rates by country where the Group mainly operates is as follows:
2020 2019
% %
Malaysia 24 24
Vietnam 20 20
Indonesia 25 25
Singapore 17 17
Basic earnings per share is calculated by dividing the loss for the year attributable to owners of the Company by
the weighted average number of ordinary shares outstanding during the financial year.
The following table reflects the data used in the computation of basic earnings per share for the years ended
30 June:
Group
2020 2019
Loss for the year attributable to owners of the Company (SGD’000) (84,928) (34,600)
Weighted average number of ordinary shares for basic earnings per share
computation (’000) 673,800 673,800
There are no potential dilution effects on the ordinary shares of the Company. Accordingly, the basic and
diluted earnings per share for the financial years ended 30 June 2020 and 2019 are the same.
Furniture Construction
and Motor work-in-
Renovation Land Buildings equipment vehicles progress Total
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
2020
Group
Cost
At 1 July 2019 138,348 3,204 28,672 89,018 1,196 3,974 264,412
Effect of adopting SFRS(I) 16 – – – (1,189) (181) – (1,370)
Additions 6,609 – 168 3,252 – 3,519 13,548
Disposals (297) – – (1,476) (37) – (1,810)
Reclassification 35 – – 207 – (242) –
Written off (10,148) – – (4,128) – – (14,276)
Reversal of provision for
restoration cost (778) – – – – – (778)
Reclassified as asset held for
sale (Note A) – – (16,967) – – – (16,967)
Exchange differences 108 34 678 (80) 5 141 886
At 30 June 2020 133,877 3,238 12,551 85,604 983 7,392 243,645
Accumulated depreciation
and impairment loss
At 1 July 2019 93,157 – 7,945 64,085 813 3,274 169,274
Effect of adopting SFRS(I) 16 – – – (396) (33) – (429)
Depreciation for the year 11,400 – 1,087 8,523 92 – 21,102
Impairment loss 6,330 – 1,786 3,089 11 – 11,216
Reversal of impairment for
closed stores – – – (263) – – (263)
Disposals (369) – – (1,175) (37) – (1,581)
Written off (8,795) – – (3,043) – – (11,838)
Reclassified as asset held for
sale (Note A) – – (9,605) – – – (9,605)
Exchange differences 407 – 249 11 1 127 795
At 30 June 2020 102,130 – 1,462 70,831 847 3,401 178,671
Net carrying amount 31,747 3,238 11,089 14,773 136 3,991 64,974
Additions to renovation during the year include provision for restoration costs of SGD1,327,000 (2019:
SGD1,857,000).
Furniture Construction
and Motor work-in-
Renovation Land Buildings equipment vehicles progress Total
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
2019
Group
Cost
At 1 July 2018 148,230 3,194 29,001 98,335 1,206 4,163 284,129
Additions 11,713 – 5 5,555 164 534 17,971
Disposals (2,322) – – (2,468) (153) – (4,943)
Reclassification 1,853 – – (1,184) – (669) –
Written off (15,622) – – (8,328) – (469) (24,419)
Reversal of provision for
restoration cost (2,097) – – – – – (2,097)
Exchange differences (3,407) 10 (334) (2,892) (21) 415 (6,229)
At 30 June 2019 138,348 3,204 28,672 89,018 1,196 3,974 264,412
Accumulated depreciation
and impairment loss
At 1 July 2018 90,533 – 7,019 61,836 831 3,299 163,518
Depreciation for the year 13,291 – 1,067 9,851 126 – 24,335
Impairment loss 8,623 – – 3,487 – – 12,110
Reversal of impairment for
closed stores (2,345) – – (292) – (469) (3,106)
Disposals (2,273) – – (2,198) (138) – (4,609)
Reclassification (4) – – 4 – – –
Written off (12,109) – – (7,055) – – (19,164)
Reversal of provision for
restoration cost (1,090) – – – – – (1,090)
Exchange differences (1,469) – (141) (1,548) (6) 444 (2,720)
At 30 June 2019 93,157 – 7,945 64,085 813 3,274 169,274
Net carrying amount 45,191 3,204 20,727 24,933 383 700 95,318
During the year, the Group has identified and commenced negotiations with a potential purchaser for the sale of
the plot of land use right and building in Haiphong City, Vietnam. On 27 July 2020, the Group announced that it had
entered into a conditional Asset Transfer Agreement with the purchaser pursuant to which the Group has agreed to
sell the said plot of land use right and building for a cash consideration of USD10 million inclusive of value added tax.
Consequently, the land use right and building has been classified as an asset held for sale as at 30 June 2020.
The net carrying amount of the building and land use right as at 30 June 2020 was:
2020
SGD’000
Building 7,362
Land use right (Note 12) 5,875
Total 13,237
Land
The Group owns 2 pieces of land with a total area of 2,981 square metres located in Tangerang Selatan, Banten,
Indonesia with Building Use Rights (Hak Guna Bangunan or HGB). In 2018, the HGB expiring on 18 December
2020 has been renewed and extended to 18 December 2040. The other HGB will expire on 20 October 2028.
Management believes they will be able to extend the land rights upon application given that such extension is
legally permissible, and that the Group has been paying all applicable rents and taxes as and when they fall due.
Construction work-in-progress
Construction work-in-progress comprises ongoing renovation for new stores. These construction work-in-
progress will be transferred to appropriate categories of property, plant and equipment when they are ready for
their intended use.
In 2019, the Group acquired motor vehicles with an aggregate cost of SGD164,000 by means of finance leases.
The cash outflow on acquisition of these assets amounted to SGD21,000.
The carrying amount of property, plant and equipment held under finance leases in 2019 were as follows:
2019
SGD’000
Leased assets are pledged as security for the related finance lease liabilities.
Impairment of assets
During the financial year, the Group undertook an assessment on the recoverable amounts of certain
underperforming stores. As a result of the assessment, the Group recorded impairment charges of SGD11,216,000
(2019: SGD12,110,000) in respect of property, plant and equipment of its underperforming stores.
The Group reversed impairment charge of SGD263,000 (2019: SGD3,106,000) in respect of property, plant and
equipment of closed stores in Malaysia which were written off during the year.
Group
2020 2019
SGD’000 SGD’000
Cost
At 1 July 8,547 8,739
Reclassified as asset held for sale (Note 11) (8,832) –
Exchange differences 285 (192)
At 30 June – 8,547
Amount to be amortised:
- Not later than one year – 129
- Later than one year but not later than five years – 517
- Later than five years – 6,558
– 7,204
The Group has a land use right over a plot of state-owned land in Hai Phong City, Vietnam where one of the
Group’s department stores resides. The land use right is not transferable and has a remaining tenure of 55 years
and 6 months (2019: 56 years and 6 months).
As disclosed in Note 11, the Group has identified and commenced negotiations with a potential purchaser for
the sale of the plot of land use right and building in Haiphong City, Vietnam. Consequently, land use right has
been classified as an asset held for sale as at 30 June 2020.
Company
2020 2019
SGD’000 SGD’000
Parkson Corporation Sdn Bhd(b) (2) Operation of department stores Malaysia 100 100
Parkson Cambodia Holdings Co Ltd(b) Investment holding British Virgin 100 100
Islands
Parkson Lifestyle Sdn Bhd(b) Trading of apparels and consumer Malaysia 100 100
products
Parkson Unlimited Beauty Distribution and sales of fragrance Malaysia 100 100
Sdn Bhd(b) and beauty care products
Parkson Private Label Sdn Bhd(b) Trading of apparels and consumer Malaysia 100 100
products
Solid Gatelink Sdn Bhd(b) Operation of food and beverage Malaysia 100 100
business
Parkson Trends Sdn Bhd(b) Trading of apparels and consumer Malaysia 100 100
products
Parkson Myanmar Asia Pte Ltd(a) Investment holding Singapore 100 100
(a)
Audited by Ernst & Young LLP, Singapore
(b)
Audited by member firms of Ernst & Young Global in their respective countries
(c)
Not material to the Group and the names of audit firms are not required to be disclosed under SGX
Listing Rule 717
(d)
De-registered on 7 October 2019.
(*)
0.02% (2019: 0.02%) held via Centro Retail Pte Ltd
(**)
5% (2019: 5%) held via Parkson Myanmar Co Pte Ltd
(***)
10% (2019: 10%) held via Parkson Myanmar Asia Pte Ltd
On 30 August 2018, Parkson Corporation Sdn Bhd (“PCSB”) completed the acquisition of the remaining 30%
(1)
equity interest in Parkson Edutainment World Sdn Bhd (“PEW”) for a total consideration of RM1. Following the
completion of the acquisition, PEW became a wholly-owned indirect subsidiary of the Group.
The following summarises the effect of the change of the Group’s ownership interest in PEW on the equity
attributable to owners of the Company:
SGD’000
On 28 September 2018, the Company subscribed for 32,000,000 new shares in its wholly owned subsidiary,
(2)
PCSB through capitalisation of the amount due from PCSB of RM32,000,000 (approximately SGD10,574,000).
There is no change in the Company’s ownership interest in PCSB.
Impairment
During the financial year, the Company carried out a review on the recoverable amount of its loss-making
subsidiaries. An impairment loss of SGD14,356,000 (2019: Nil), representing the full write-down of the
investments was recognised in the Company’s income statement.
The impairment loss was recognised as the estimated recoverable amount using value in use calculation was
negative. The pre-tax discount and long term growth rate used in the cash flow projections were 19.28% and
2% respectively.
The Group has no subsidiary that has material NCI as at 30 June 2020.
Group
2020 2019
SGD’000 SGD’000
Shares, at cost – –
Share of post-acquisition reserves – –
– –
Principal place
Name of company Principal activities of business Ownership interest
2020 2019
% %
Held by Parkson Vietnam Co Ltd:
(a)
Audited by Ernst & Young, Vietnam
The summarised financial information of the associate based on its IFRS financial statements and a
reconciliation with the carrying amount of the investment in the consolidated financial statements are as
follows:
Loss after tax, representing total comprehensive income for the year (3) (12)
The Group’s cumulative share of unrecognised losses at the end of the reporting period was SGD832,000 (2019:
SGD831,000).
Unremitted
foreign earnings,
representing
total deferred tax
liabilities
SGD’000
Company
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Presented after appropriate offsetting as follows:
Deferred tax assets 3,176 3,146 – –
Deferred tax liabilities (437) (439) (437) (439)
2,739 2,707 (437) (439)
At the end of the reporting period, the Group has tax losses of approximately SGD134,402,000 (2019:
SGD88,771,000) that are available for offset against future taxable profits of the companies in which the losses
arose, for which no deferred tax asset is recognised due to uncertainty of their recoverability. The use of these
tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax
legislation of the respective countries in which the companies operate. The tax losses have no expiry date
except for an amount of SGD92,763,000 (2019: SGD61,029,000) which will expire in 2021-2025 (2019: 2020-
2024).
16. Prepayments
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Current:
Prepaid rental 62 502 – –
Prepayment to suppliers 432 1,103 – –
Others 773 767 12 13
1,267 2,372 12 13
Non-current:
Prepaid rental – 625 – –
Others 86 238 – –
86 863 – –
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Current:
Trade receivables 1,988 4,158 – –
Credit card receivables 630 6,290 – –
Sales tax receivables 2,739 4,131 – –
Sundry receivable from sale of gift vouchers 67 152 – –
Other receivables 2,924 3,520 – –
Advances to suppliers 198 2,155 –
Rental deposits 1,896 1,104 – –
Other deposits 1,261 783 – –
Deferred lease expenses – 461 – –
Net investments in sublease 2,714 – – –
Amount due from related companies (non-trade) 227 904 – –
14,644 23,658 – –
Non-current:
Rental deposits 10,123 10,427 – –
Other deposits 421 614 – –
Net investments in sublease 22,671 – – –
Amount due from subsidiaries (non-trade) – – – 7,499
Deferred lease expenses – 3,631 – –
33,215 14,672 – 7,499
Trade receivables
Trade receivables comprise rental receivables and receivables from point redemption of an external loyalty
programme. Trade receivables are non-interest bearing and are generally on 10 to 30 days’ terms. They are
recognised at their original invoice amounts which represent their fair values on initial recognition.
The movement in allowance for expected credit losses computed based on lifetime ECL are as follows:
Amount Amount
due from due
Trade Other managed from an Rental Other
receivables receivables stores associate deposits deposits Total
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
Group
At 1 July 2018 748 756 4,463 4,836 3,657 10,637 25,097
Charge for the year 518 – – – – 556 1,074
Write-back – – (134) – – – (134)
Exchange differences (235) (1) (230) (980) (27) (226) (1,699)
At 30 June 2019 1,031 755 4,099 3,856 3,630 10,967 24,338
Credit card receivables are trade related, non-interest bearing and generally on 1 to 7 days’ terms. They are
recognised at their original invoice amounts which represent their fair values on initial recognition.
Other receivables
Rental deposits
Rental deposits are unsecured and non-interest bearing. Non-current amounts have a maturity ranging from 1
to 18 years (2019: 1 to 19 years). Rental deposits are recognised initially at fair value. The difference between the
fair value and the absolute deposit amount is recorded as deferred lease expenses.
In 2017, the Group carried out a review on the recoverable amount of its rental deposits and recognised an
impairment loss of SGD3,231,000 in respect of rental deposit of a planned store in Cambodia. In 2018, the
Group issued letter of termination of lease agreement due to prolonged delays in the completion and handing
over the premises by the lessor. On 14 September 2020, the Singapore International Arbitration Centre (“SIAC”)
issued a final award wherein the SIAC Arbitration found, inter alia, that the lease agreement was lawfully
terminated by the Group (see further details in Note 36).
Included in rental deposits is an amount of SGD326,000 (2019: SGD327,000) relating to a department store at
M Square which has ceased operations. The Group has served a notice of lease termination to the lessor of M
Square and is currently in litigation with the lessor (see Note 36).
Group
2020 2019
SGD’000 SGD’000
Included in other deposits is an amount of SGD10,287,000 (2019: SGD9,954,000) paid by Parkson Vietnam Co
Ltd to the individual owners of two Vietnamese companies as well as to one of these Vietnamese companies
for the purpose of acquiring the share capital of these two Vietnam companies. These companies own Parkson
department stores in Vietnam operated and managed by Parkson Vietnam Management Services Co Ltd,
pursuant to management agreements entered into with these companies (“managed stores”). These deposits
are non-interest bearing and secured by collateral over the charter capital of the respective companies and
assets created with such amounts provided.
These deposits have been fully impaired in the previous year as the managed stores have been persistently
making losses.
These balances are unsecured, non-interest bearing, repayable upon demand and are to be settled in cash.
In 2019, the Group reversed impairment loss of SGD 134,000 due to receipt of the outstanding amount.
Deferred lease expenses as at 30 June 2019 relate to differences between the fair value of non-current rental
deposits recognised on initial recognition and the absolute deposit amounts, which are amortised on a straight-
line basis over the remaining lease terms ranging from 1 to 14 years. The amortisation of deferred lease expense
amounted to SGD1,081,000 for the financial year ended 30 June 2019.
Upon adoption of SFRS(I) 16 on 1 July 2019, deferred lease expenses have been reclassified to right-of-use
assets.
Due to the adoption of SFRS(I) 16 on 1 July 2019, the Group recognised net investments in sublease as a result
of sublease contracts classified as finance leases.
Nominal amounts due from subsidiaries of SGD11,368,000 (2019: SGD5,313,000) are unsecured, bear interest
at rates ranging from 5.00% to 8.61% per annum and are repayable from 2021 to 2025. The amounts due from
related companies are repayable on demand.
During the financial year, the Company reviewed the recoverable amount of balances due from its loss-making
subsidiaries and recognised impairment losses of SGD15,094,000 (2019: SGD4,221,000) in profit or loss for the
year.
Club
Goodwill memberships Software Licensing fee Total
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
Group
Cost
At 1 July 2018 3,920 85 2,416 950 7,371
Additions – – 36 – 36
Exchange differences 11 (2) (38) (28) (57)
Licensing fee relates to payment in respect of the Group’s exclusive right to develop and operate bakery stores
using the Hogan trademark and technical know-how in Malaysia with an average remaining amortisation
period of 5 years (2019: 6 years).
Group
2020 2019
SGD’000 SGD’000
Non-current:
At fair value through other comprehensive income
Equity securities (unquoted)
- Lion Insurance Company Limited 183 916
The Group has elected to measure these equity securities at FVOCI due to the Group’s intention to hold these
equity instruments for long-term appreciation. In 2019, the Group recognised a dividend of SGD35,000 from the
investee.
20. Inventories
Group
2020 2019
SGD’000 SGD’000
Balance sheet:
Merchandise inventories 41,153 53,100
Consumables 121 222
41,274 53,322
Group
2020 2019
SGD’000 SGD’000
Income statement:
Inventories recognised as an expense in changes in merchandise inventories and
consumables 106,985 169,754
Inclusive of the following charge:
- Allowance for inventory shrinkage 366 444
- Allowance for inventory obsolescence 671 31
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Cash at banks earn interest at floating rates based on daily bank deposits rates. Short-term deposits earn
interests at the respective short-term deposit rates. The weighted average effective interest rate for the Group
as at 30 June 2020 was 2.75% (2019: 3.17%) per annum.
Short-term deposits of SGD2,361,000 (2019: SGD1,637,000) are pledged to a bank for facilities granted to a
subsidiary (Note 25).
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Current:
Trade payables 80,493 140,116 – –
Payables to suppliers of property, plant and
equipment 843 986 – –
Other payables 9,453 11,854 325 462
Sales tax payables 169 315 – –
Rental deposits 582 693 – –
Deferred lease income 11 22 – –
Amount due to ultimate holding company
(non-trade) – 96 1,135 67
Amounts due to related companies (non-trade) 6,126 1,518 605 608
Amount due to an associate 8 7 – –
Amount due to subsidiary – – 4,793 59
97,685 155,607 6,858 1,196
Non-current:
Rental deposits 2,506 2,252 – –
Deferred lease income 272 254 – –
Provision for severance allowance 20 28 – –
Defined benefit plan 1,076 940 – –
Renovation incentive – 383 – –
Other payables 380 – – –
4,254 3,857 – –
Trade payables
Trade payables are non-interest bearing and are normally settled on 30 to 90 days’ terms.
Other payables
Other payables are non-interest bearing and are normally settled on 30 to 90 days’ terms.
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Current:
Singapore Dollar 19 9 – –
These balances are unsecured, non-interest bearing, repayable on demand and are to be settled in cash.
Rental deposits are unsecured and non-interest bearing. Rental deposits have maturity ranging from 1 to 13
years (2019: 1 to 14 years). The rental deposits are recognised initially at fair value. The difference between the
fair value and the absolute deposit amount is recorded in deferred lease income.
Group
2020 2019
SGD’000 SGD’000
Deferred lease income relate to differences between the fair value of non-current rental deposits recognised
on initial recognition and the absolute deposit amount, which is amortised on a straight-line basis over the
remaining lease terms ranging from 1 to 13 years (2019: 1 to 14 years). The amortisation of deferred lease
income amounted to SGD47,000 (2019: SGD104,000) for the year and has been included as part of rental
income.
The Group makes provision for employee service entitlements in order to meet the minimum benefits required
to be paid to qualified employees, as required under the Indonesian Labour Law No.13/2003. The principal
assumptions used in determining post-employment obligations for the Group’s defined benefit plan for the
financial year ended 30 June 2020 are as follows:
The following table summarises the components of net employee benefits expense recognised in the
consolidated income statement:
Group
2020 2019
SGD’000 SGD’000
2020 2019
SGD’000 SGD’000
Changes in the present value of the defined benefit obligations are as follows:
Group
2020 2019
SGD’000 SGD’000
Renovation incentive
This refers to cash incentive received from landlord related to renovation costs of certain stores. The amount
is amortised to profit or loss on a straight line basis over the same period as the depreciation of the related
renovation costs.
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Current:
Accrued operating expenses 16,995 15,210 – –
Accrued staff costs 966 457 – –
Accrued expenses for additions to property,
plant and equipment 5,667 2,199 – –
Accrued interest on loans from ultimate
holding company 510 455 510 267
Others 912 1,466 – –
Total accruals 25,050 19,787 510 267
Accrued rent – 1,936 – –
25,050 21,723 510 267
Non-current:
Accrued rent – 19,651 – –
Total other liabilities (current and
non-current) 25,050 41,374 510 267
Group
2020 2019
SGD’000 SGD’000
Deferred revenue from:
Gift cards/vouchers sold 7,111 9,274
Customer loyalty award 2,100 2,668
9,211 11,942
Contract liabilities relate to the Group’s obligation to transfer goods to customers for which the Group
has received advances from customers for the sale of gift cards/vouchers and under the customer loyalty
programme. The deferred revenue from customer loyalty award is estimated based on the amount of bonus
points outstanding at the reporting date that are expected to be redeemed before expiry. Contract liabilities are
recognised as revenue as the Group performs under the contract.
Group
2020 2019
SGD’000 SGD’000
Group
2020 2019
SGD’000 SGD’000
24. Provisions
Group
2020 2019
SGD’000 SGD’000
Current:
Provision for restoration costs 1,447 245
Provision for onerous contract – 3,045
Others – 3
1,447 3,293
Non-current:
Provision for restoration costs 6,882 7,401
Provision for onerous contract – 3,474
6,882 10,875
Group
2020 2019
SGD’000 SGD’000
Group
2020 2019
SGD’000 SGD’000
Provision for onerous contract represents the unavoidable operating lease expense of loss-making stores.
Group Company
2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Current
Bank overdraft 2,599 158 – –
Banker’s acceptance 1,943 2,457 – –
Finance leases – 259 – –
Loan from owner of a managed store (Vietnam) 1,320 1,278 – –
5,862 4,152 – –
Non-current
Finance leases – 108 – –
Loan from a third party 1,395 – – –
Loans from ultimate holding company 10,226 11,743 8,961 7,369
11,621 11,851 8,961 7,369
The bank borrowings are secured by short-term deposits of SGD2,361,000 (2019: SGD1,637,000) (Note 21) and a
corporate guarantee from a subsidiary.
Bank overdraft bears interest at Base Lending Rate (BLR) + 1.0% per annum. Banker’s acceptance bears interest
at bank’s base rate + 0.75% per annum. These facilities are subject to yearly review and are repayable on
demand.
Finance leases
Finance leases are secured by a charge over the leased assets (Note 11) and corporate guarantee from the
Company. In 2019, the effective interest rate for these leases range from 2.37% to 7.13% per annum, repayable
within 3 years.
Finance lease liabilities have been reclassified to lease liabilities as at 1 July 2019 arising from the adoption of
SFRS(I) 16. The impact of adoption is disclosed in note 2.2.
Loan from owner of a managed store is unsecured and has no fixed terms of repayment. The loan bears interest
at Nil (2019: 7%) per annum.
Loan from a third party is unsecured and expected to be repaid in 2023. The loan bears interest at 7% per
annum.
The loans from ultimate holding company are unsecured, bear interest at 3% to 7% (2019: 7%) per annum and
are repayable from 2022, the third anniversary of each drawdown. On 1 January 2020, the ultimate holding
company revised the interest rate to 3% per annum and waived a portion of interest for the year. The interest
waived for the Group and Company is SGD303,000 and SGD208,000 respectively.
Non-cash changes
Exchange
2019 Cash flows Acquisition movement Other 2020
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
Non-cash changes
Exchange
2018 Cash flows Acquisition movement Other 2019
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
The ‘Other’ column includes the effect of interest on leases and borrowings. Loans from ultimate holding
company during the year was offset by an amount of SGD2,947,000 that was receivable from related companies.
26. Leases
Group as lessee
The Group has lease contracts for retail and office premise, furniture and equipment and motor vehicles. The
Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Group is
restricted from assigning and subleasing the leased assets.
The Group also has certain leases with lease terms of 12 months or less and leases with low value. The Group
applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
The carrying amount of right-of-use assets and movement during the year is as follows:
Retail
and office Furniture and Motor
Group premise equipment vehicles Total
SGD’000 SGD’000 SGD’000 SGD’000
The additions to right-of-use assets under finance lease arrangement include cash payments of
SGD862,000.
Group
2020
SGD’000
Current 60,530
Non-current 286,428
346,958
Group
2020
SGD’000
Lease expense not capitalised in lease liabilities:
Short-term leases 13,575
Low-value leases 96
The Group had total cash outflows for leases of SGD73,158,000 for the year.
The leases for department stores contain variable lease payments that are based on a percentage of
sales generated by the outlets ranging from 5% to 15% on top of fixed payments. These variable lease
payments are recognised in profit or loss when incurred and amounted to SGD1,492,000 during the year.
(f ) Extension options
The Group has several lease contracts that include extension options. These options are negotiated by
management to provide flexibility in managing the leased-asset portfolio and align with the Group’s
business needs.
The undiscounted potential future rental payments relating to periods following the exercise date of
extension options that are not included in the lease term are as follows:
Group
2020
Within five More than
years five years Total
$’000 $’000 $’000
Group/ Company
2020 2019
No. of shares No. of shares
’000 SGD’000 ’000 SGD’000
Issued and fully paid ordinary shares:
At 1 July and 30 June 677,300 231,676 677,300 231,676
The ordinary shares of the Company have no par value. All issued ordinary shares are fully paid.
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.
Group/ Company
2020 2019
No. of shares No. of shares
’000 SGD’000 ’000 SGD’000
Treasury shares relate to ordinary shares of the Company that is held by the Company.
Group Company
Note 2020 2019 2020 2019
SGD’000 SGD’000 SGD’000 SGD’000
Foreign currency translation reserve represents exchange differences arising from the translation of the
financial statements of the Company and subsidiaries whose functional currencies are different from that
of the Company and Group’s presentation currency.
Capital redemption reserve arose from redemption of preference shares of PCSB in previous years.
Acquisition reserve represents the discount on acquisition of 30% non-controlling interests of Parkson
Edutainment World Sdn Bhd and 40% non-controlling interests of Kiara Innovasi Sdn Bhd.
Capital contribution from ultimate holding company represents the equity-settled share options granted
by PHB to eligible employees of the Group. This capital contribution is made up of the cumulative value
of services received from eligible employees recorded on grant of share options under the Executive
Share Option Scheme of PHB (“PHB ESOS”) for eligible employees of the Group.
The Company had on 12 October 2011 adopted its own employee share option scheme (“Parkson Retail
ESOS”) representing equity-settled share options of the Company which can be granted to executives
and non-executive directors and eligible employees of the Group at the absolute discretion of the
Company. As at 30 June 2020, no options under the Parkson Retail ESOS have been granted. Due to the
adoption of the Parkson Retail ESOS, the options held by the eligible employees of the Group under
the PHB ESOS were terminated on 31 May 2012 in accordance with the relevant Bylaw of the PHB ESOS
which do not allow participation in other company’s option scheme. Accordingly, the exercise period
for the options under the PHB ESOS granted to the employees of the Group that were due to expire on
6 May 2013 were terminated on 31 May 2012.
This represents the difference between the consideration paid and the paid-in capital of the subsidiaries
when entities under common control are accounted for by applying the “pooling of interest method”.
In addition to the related party information disclosed elsewhere in the consolidated financial statements,
the following significant transactions between the Group and related parties took place on terms agreed
between the parties during the financial year:
Group
2020 2019
SGD’000 SGD’000
Group
2020 2019
SGD’000 SGD’000
Purchase/(return) of goods and services from subsidiaries of the ultimate
holding company:
- Parkson Branding Sdn Bhd 2,595 3,180
- Watatime (M) Sdn Bhd 14 303
- Parkson Fashion Sdn Bhd – 208
- Valino International Apparel Sdn Bhd 461 1,256
- Daphne Malaysia Sdn Bhd 452 258
- Prestasi Serimas Sdn Bhd 22 328
- Prestasi Serimas Sdn Bhd (15) –
- Parkson Branding Sdn Bhd (20) –
- Daphne Malaysia Sdn Bhd (6) –
3,503 5,533
Group
2020 2019
SGD’000 SGD’000
Service charge income from subsidiary of the ultimate holding company:
- Parkson Credit Sdn Bhd 4 10
30. Commitments
Capital expenditure contracted for as at the end of the reporting period but not recognised in the
financial statements are as follows:
Group
2020 2019
SGD’000 SGD’000
In addition to the land use right disclosed in Note 12, the Group has entered into commercial leases on
certain department stores. As of 30 June 2019, these leases have remaining lease terms of between 1 and
14 years with terms of renewal included in the contracts and there are no restrictions placed upon the
Group by entering into these lease agreements.
In addition to the above, the annual variable lease payment is chargeable on a percentage of the
respective stores’ turnover or profit, where appropriate, as stated in the relevant lease agreements.
Minimum lease payments, variable rental payments and amortisation of the land use right recognised as
expense in profit or loss for the financial year ended 30 June 2019 are disclosed in Note 8.
Future minimum lease payment under non-cancellable operating leases (excluding land use right) at the
end of the reporting period are as follows:
Group
2019
SGD’000
As disclosed in Note 2.2, the Group has adopted SFRS(I) 16 on 1 July 2019. These lease payments have
been recognised as right-of-use assets and lease liabilities on the balance sheet as at 30 June 2020,
except for short-term and low value leases.
The Group has entered into commercial subleases on its department stores classified as operating leases.
These non-cancellable subleases have remaining lease terms of between 1 and 13 years (2019: 1 and 14
years) with terms of renewal included in the contracts.
Future minimum rental receivable under non-cancellable operating leases at the end of the reporting
period are as follows:
Group
2020 2019
SGD’000 SGD’000
The Group acquired property, plant and equipment by means of finance leases (Note 11).
Future minimum lease payments under finance leases together with the present value of the net
minimum lease payments are as follows:
Group
2019
SGD’000
Minimum lease payments
Not later than one year 268
Later than one year and not later than five years 123
Total minimum lease payments 391
Less: Amounts representing finance charges (24)
Present value of minimum lease payments 367
Finance leases have been reclassified to lease liabilities on 1 July 2019 arising from the adoption of
SFRS(I) 16. The impact of adoption is disclosed in Note 2.2.
The Company has provided a corporate guarantee of SGD2,361,000 (2019: SGD1,637,000) to a financial
institution for bank borrowings of a subsidiary (Note 25).
The Company has also agreed to provide continuing financial support to certain subsidiaries.
The Group has two operating segments - the operation and management of (i) retail stores and (ii) food and
beverage. For management purposes, the Group is organised into business units based on the geographical
location of customers and assets, and has five reportable segments as follows:
(a) Malaysia
(b) Vietnam
(c) Indonesia
(d) Myanmar
(e) Cambodia
Management monitors the operating results of its business units separately for the purpose of making decisions
about resource allocation and performance assessment. Segment performance is evaluated based on operating
profit or loss. Certain expenses are managed on a group basis and are not allocated to operating segments.
Food and
beverage Adjustments
Retail stores operations and
Malaysia Vietnam Indonesia Myanmar Cambodia Malaysia eliminations Note Total
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
2020
Revenue:
Sales to external
customers 224,158 11,231 31,582 – – 2,359 – 269,330
Segment results:
Depreciation and
amortisation expenses (59,646) (7,809) (10,132) – – (861) – (78,448)
Allowance for expected
credit loss on trade and
other receivables
- Others (982) (36) – – – – – (1,018)
Operating lease expenses 1,357 (2,130) (7,182) – – (21) – (7,976)
Impairment of property,
plant and equipment
(“PPE”) (2,842) (5,410) (2,266) – – (698) – (11,216)
Reversal of impairment of
PPE for closed stores 263 – – – – – – 263
Impairment of right-of-use
assets (4,863) (24,250) (10,723) – – (1,004) – (40,840)
Impairment of land use
right – (1,425) – – – – – (1,425)
Impairment of intangible
assets – – – – – (255) – (255)
Income from subleasing
right-of-use assets 27 10,499 – – – – – 10,526
Finance income 2,007 2,411 320 – – 5 (509) 4,234
Finance costs (17,916) (7,170) (5,737) – – (124) 904 (30,043)
Income tax expense (1,462) – (20) – – – – (1,482)
Segment (loss)/profit (19,263) (33,447) (25,127) 11 (697) (3,363) (3,109) A (84,995)
Assets:
Additions to non-current
assets 13,763 7,003 333 – – 117 – 21,216
Segment assets 290,049 76,530 72,902 1,118 1,491 1,229 128 443,447
Segment liabilities 309,274 90,542 90,820 750 2,316 3,711 11,994 509,407
Food and
beverage Adjustments
Retail stores operations and
Malaysia Vietnam Indonesia Myanmar Cambodia Malaysia eliminations Note Total
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000 SGD’000
2019
Revenue:
Sales to external
customers 326,237 19,827 47,758 711 – 4,011 – 398,544
Segment results:
Depreciation and
amortisation expenses (19,935) (1,070) (3,240) (39) – (414) – (24,698)
(Allowance)/write back
of expected credit loss
on trade and other
receivables
- Amount due from
managed stores – 134 – – – – – 134
- Others (1,182) 108 – – – – – (1,074)
Operating lease expenses (68,992) (14,972) (21,693) (1,344) – (821) – (107,822)
Impairment of property,
plant and equipment
(“PPE”) (10,362) – (1,507) – – (241) – (12,110)
Reversal of impairment of
PPE for closed stores 3,106 – – – – – – 3,106
Finance income 3,064 196 291 – – – – 3,551
Finance costs (677) (228) (86) – – – (270) (1,261)
Income tax expense (2,877) (1,419) – – – – – (4,296)
Segment loss (4,723) (10,133) (8,614) (1,460) (271) (4,096) (5,316) A (34,613)
Assets:
Additions to non-current
assets 14,446 551 2,800 – – 210 – 18,007
Segment assets 177,154 31,007 44,495 1,133 1,484 2,790 118 258,181
Segment liabilities 166,262 20,924 37,650 665 2,256 6,362 9,271 243,390
Note Nature of adjustments to arrive at amounts reported in the consolidated financial statements
Adjustments and eliminations include the operations of theme park, education centre businesses in Malaysia
and investment holding.
A The following items are added to/(deducted from) the segment loss to arrive at “loss for the year”
presented in the consolidated income statement:
Group
2020 2019
SGD’000 SGD’000
Non-current assets information based on the geographical locations of customers and assets are as
follows:
Group
2020 2019
SGD’000 SGD’000
Non-current assets information presented above consist of property, plant and equipment, land use
right, right-of-use assets and intangible assets as presented in the consolidated balance sheet.
The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation
inputs used as follows:
Level 1 – Quoted prices (unadjusted) in active market for identical assets or liabilities that the Group can access
at the measurement date,
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, and
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same
level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
Significant unobservable
inputs (Level 3)
2020 2019
SGD’000 SGD’000
Group
Financial assets
Equity securities at FVOCI
- Unquoted equity securities 183 916
The following table shows the information about fair value measurements using significant unobservable
inputs (Level 3):
Valuation
Description techniques Unobservable inputs 2020 2019
A significant increase or decrease in the cost of equity would result in a significantly lower or higher fair value
measurement.
The following table shows the impact on the Level 3 fair value measurement of assets that are sensitive to
changes in unobservable inputs that reflect reasonably possible alternative assumptions. The positive and
negative effects are approximately the same.
2020
Effect of reasonably
possible alternative
Carrying amount assumptions
Other comprehensive
income
SGD’000 SGD’000
Recurring fair value measurements
Financial assets at FVOCI
Unquoted equity securities 183 44
In order to determine the effect of the above reasonably possible alternative assumptions, the Group adjusted
the cost of equity used in the fair value measurement by increasing and decreasing the assumption by 5%.
The following table presents the reconciliation for the assets measured at fair value based on significant
unobservable inputs (Level 3):
2020
SGD’000
Financial assets at FVOCI
Unquoted equity
securities
Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts
are a reasonable approximation of fair value
Current trade and other receivables (Note 17), Cash and short-term deposits (Note 21), Current trade and other
payables (Note 22), Other liabilities (Note 23), Loans and borrowings (Note 25) and Lease liabilities (Note 26)
The carrying amounts of these financial assets and liabilities are a reasonable approximation of fair values due
to their short term nature.
Non-current rental deposits receivables (Note 17) and Non-current rental deposits payables (Note 22)
The carrying amounts of these financial assets and liabilities are a reasonable approximation of fair values. The
fair values of these financial assets and liabilities are calculated by discounting future cash flows at incremental
market rates.
The Group and the Company are exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include liquidity risk, credit risk and foreign currency risk. The management
reviews and agrees policies and procedures for the management of these risks. The audit committee provides
independent oversight to the effectiveness of the risk management process. It is, and has been throughout the
current and previous financial years, the Group’s policy that no trading in derivative for speculative purposes
shall be undertaken. The Group and the Company do not apply hedge accounting.
The following sections provide details regarding the Group’s and the Company’s exposure to the above-
mentioned financial risks and the objectives, policies, and processes for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in which it manages
and measures the risks throughout the years under review.
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 and to maintain sufficient levels of cash including short term deposits to
meet its working capital requirements.
The tables below summarise the maturity profile of the Group’s and the Company’s financial assets and
liabilities at the end of the reporting period based on contractual undiscounted repayment obligations.
Financial liabilities
Trade and other payables 97,597 2,676 – 100,273
Other liabilities 25,050 – – 25,050
Lease liabilities 78,268 229,940 160,620 468,828
Loans and borrowings 6,131 11,891 – 18,022
Total undiscounted financial liabilities 207,046 244,507 160,620 612,173
30 June 2019
Financial assets
Trade and other receivables 16,911 7,959 4,885 29,755
Investment securities – – 916 916
Cash and short-term deposits 54,748 – – 54,748
Total undiscounted financial assets 71,659 7,959 5,801 85,419
Financial liabilities
Trade and other payables 155,270 2,668 – 157,938
Other liabilities 19,787 – – 19,787
Loans and borrowings 4,982 13,319 – 18,301
Total undiscounted financial liabilities 180,039 15,987 – 196,026
Financial liabilities
Trade and other payables 6,858 – 6,858
Other liabilities 510 – 510
Loans and borrowings 269 9,231 9,500
Total undiscounted financial liabilities 7,637 9,231 16,868
30 June 2019
Financial assets
Trade and other receivables 363 8,213 8,576
Cash and short-term deposits 83 – 83
Total undiscounted financial assets 446 8,213 8,659
Financial liabilities
Trade and other payables 1,196 – 1,196
Other liabilities 267 – 267
Loans and borrowings 516 8,396 8,912
Total undiscounted financial liabilities 1,979 8,396 10,375
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 cash and short-term deposits), 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. In
addition, receivable balances are monitored on an ongoing basis.
The Group considers the probability of default upon initial recognition of asset and whether there has
been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when the counterparty fails to
make contractual payments when they fall due and there is no reasonable expectation of recovery, such
as a debtor failing to engage in a repayment plan with the Group.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a default
occurring on the asset as at reporting date with the risk of default as at the date of initial recognition.
The Group determined that its financial assets are credit-impaired when:
- It is becoming probable that the debtor will enter bankruptcy or other financial reorganisation
Where loans and receivables have been written off, the Group continues to engage enforcement activity
to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or
loss.
Information regarding the expected credit loss allowance is disclosed in Note 17.
The Group does not have any significant credit exposure to any single counterparty or any group of
counterparties of similar characteristics.
At the end of the reporting period, the Group’s and the Company’s maximum exposure to credit loss
determined using lifetime ECL is represented by the carrying amount of each class of financial assets
recognised on the balance sheets.
The Group engages solely in the operation and management of department stores in Malaysia, Vietnam
and Indonesia.
The Group does not have any significant exposure to any individual customer or counterparty nor does it
have any major concentration of credit risk related to any financial instruments.
The Group’s operations are primarily conducted in Malaysia, Vietnam and Indonesia in Malaysian Ringgit
(“RM”), Vietnamese Dong (“VND”) and Indonesian Rupiah (“IDR”) respectively.
The Group’s entities hold cash and short-term deposits denominated in foreign currencies for
working capital purposes and have transactional currency exposures arising from purchases that
are denominated in foreign currencies. In addition, the Group’s entities also receive/pay certain rental
deposits from/to their tenants/landlords which are denominated in foreign currencies. At the end of the
reporting period, such foreign currency denominated balances are mainly in United States Dollar (“USD”).
The following table demonstrates the sensitivity of the Group’s loss before tax to a reasonably possible
change in the USD exchange rates against the respective functional currencies of the Group’s entities,
with all other variables held constant.
Group
2020 2019
SGD’000 SGD’000
Loss before tax Loss before tax
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating
and healthy capital ratios to support its business and maximise shareholder value.
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 30 June 2020 and 30 June 2019.
On 15 November 2018, the Group’s wholly-owned subsidiary, PCCO commenced arbitration proceedings
under Singapore International Arbitration Centre (“SIAC Arbitration”) relating to the lease of a planned store
in Cambodia (Note 17 – Rental Deposits). The SIAC Arbitration hearing was completed on 26 May 2020. On
14 September 2020, the SIAC Arbitration issued a final award (“SIAC Award”) wherein the SIAC Arbitration
found, inter alia, that the lease agreement was lawfully terminated by PCCO, and ordered the lessor to pay to
PCCO approximately SGD10.7 million which includes:
Even though the disputes between PCCO and the lessor were before the SIAC Arbitration, on 12 December
2018, the lessor filed a petition (“Case No. 2577”) in the Phnom Penh Municipal Court of First Instance
(“PPMCFI”). On 27 March 2020, PPMCFI granted a default judgement against PCCO in Case No. 2577 (“Default
Judgement”), inter alia, as follows:
(a) the lessor shall forfeit the security deposit and all advance rental made by PCCO to the lessor amounting
to USD4,488,750 (SGD6.2 million); and
(b) PCCO shall pay damages of USD144,504,960 (SGD200.0 million) to the lessor, being the rental fee for the
whole period of the lease.
On 4 May 2020, PCCO filed a petition to PPMCFI to set aside the Default Judgement. PPMCFI has agreed to
accept PCCO’s petition and to hold pre-trial proceedings and hearing for Case No. 2577. Additionally, on 21 May
2020, PCCO filed a motion to challenge and disqualify PPMCFI’s judge (“Motion to Challenge and Disqualify
Judge”). The Motion to Challenge and Disqualify Judge was dismissed on 9 June 2020 and on 26 June 2020,
PCCO filed an appeal against the decision of the PPMCFI. Pre-trial proceedings for Case No. 2577 will be
conducted after the outcome of the appeal against the dismissal of the Motion to Challenge and Disqualify
Judge.
The Default Judgment is only applicable against PCCO and does not extend to the Company, the Company’s
other subsidiaries nor its holding companies. The default judgement, if not set aside, will need to be recorded
by the Group although management is of the view that execution of which will be limited to the Group’s capital
contribution in PCCO which has previously been fully provided for. The Group had also previously recognised
full impairment loss on the security deposit, advance rental as well as property, plant and equipment in respect
of the relevant store in Cambodia.
The Group will proceed to apply for the recognition and enforcement of the SIAC Award to the Cambodian
Court of Appeal and to attend pre-trial proceedings and hearing for Case No. 2577 at PPMCFI to set aside the
default judgment.
On 17 July 2019, the Group’s wholly-owned subsidiary, PCSB received a Statutory Notice pursuant to
Section 466(1)(a) of the Companies Act 2016 of Malaysia (the “Notice”) from Millennium Mall Sdn Bhd (“MMSB”),
the lessor of “M Square” Mall claiming for RM1.5 million (SGD0.5 million) in alleged outstanding rent and late
payment charges. In response to the Notice, PCSB filed a Fortuna injunction on 29 July 2019, to restrain any
filing of a winding up petition. Subsequently, PCSB has also received a legal letter of demand from MMSB
alleging wrongful termination of the said lease and claiming an aggregate amount of approximately RM77.9
million (SGD25.6 million) in respect of primarily reinstatement as well as other charges.
On 27 September 2019, the High Court had decided in favour of PCSB and inter alia, ordered an injunction
restraining MMSB from acting on the Section 466 Notice and restraining MMSB from filing a winding up petition
and ordered MMSB to reimburse/pay PCSB an amount of RM10,000 (SGD3,289) for legal costs. On 1 October
2019, MMSB has filed an appeal against the decision of the High Court.
On 24 October 2019, PCSB commenced arbitration proceeding against MMSB (“Arbitration Proceeding”) by
serving the notice of arbitration dated 24 October 2019 on MMSB. The Arbitration Proceeding primarily relates
to MMSB’s default in making payment to PCSB of approximately RM2.2 million (SGD0.7 million), which arose
from the sub-lease arrangements between PCSB and MMSB.
On 8 November 2019, MMSB through its solicitors submitted its Answers to PCSB’s Notice of Arbitration dated
7 November 2019 (“MMSB’s Answers”) disputing the claim of RM2.2 million (SGD0.7 million) by PCSB. MMSB
requested the Arbitral Tribunal to dismiss PCSB’s claim in its Notice of Arbitration of 24 October 2019 and for
PCSB to pay all of MMSB’s arbitration costs on a full indemnity basis. On the same day, MMSB served a Notice of
Arbitration dated 7 November 2019 on PCSB (“MMSB’s Notice of Arbitration”) which claimed against PCSB for,
amongst others, the following reliefs:
(a) Declaration by the Arbitral Tribunal that PCSB had breached the sub-lease agreements and/or the
settlement agreement/letters in relation to the “M Square” Mall store;
(b) Declaration by the Arbitral Tribunal that the termination notice dated 27 June 2019 issued by MMSB to
PCSB is valid and lawful;
(c) Costs of reinstatement of the “M Square” Mall store of RM57,648,870 (SGD19.0 million) to be paid by PCSB
to MMSB;
(d) Rent for the unexpired initial lease term under the said sub-lease agreement in respect of the lease
period from 3 September 2019 to 14 January 2024 of RM18,337,768 (SGD6.0 million);
(e) Double rent in the sum of RM666,666 (SGD0.2 million) from 3 September 2019 until delivery of vacant
possession of the reinstated demised premises to MMSB; and
(f ) Interest on the damages and costs of proceeding to be paid by PCSB to MMSB.
On 5 December 2019, PCSB replied to MMSB’s Notice of Arbitration disputing all the claims by MMSB in MMSB’s
Notice of Arbitration.
PCSB has been advised on the merits of MMSB’s claims and takes the position that at least the claims amount
(in particular, the reinstatement charges) is grossly inflated.
On 23 December 2019, PCSB was served with a Writ and Statement of Claim, both dated 13 December 2019
(“Suit”). The Suit was initiated by PKNS-Andaman Development Sdn Bhd (“PKNS”) in relation to premises let to
PCSB within a mall known as the “EVO Shopping Mall” (the “Demised Premises”). PKNS alleged that PCSB has
failed to observe its obligation to pay rent for the Demised Premises pursuant to the Tenancy Agreement dated
2 October 2017 and is claiming for, amongst others, the following reliefs:
(a) RM3,659,172 (SGD1.2 million), being the accrued monthly rent from 2 April 2018 to 2 December 2019,
and thereafter at the monthly rate of RM182,958 (SGD60,184) until the return of the Demised Premises to
PKNS;
(b) As an alternative to (a) above, RM3,842,131 (SGD1.3 million) being accrued monthly rent from
27 February 2018 to 27 November 2019, and thereafter at the monthly rate of RM182,958 (SGD60,184)
until the return of the Demised Premises to PKNS;
(c) RM1,859,600 (SGD0.6 million), being the renovation cost contributed by PKNS towards the Demised
Premises;
(d) Interest upon the judgement debt at the rate of 5% per annum from the date of the Writ and Statement
of Claim until the date of judgement;
(e) Interest upon the judgement debt at the rate of 5% per annum from the date of judgment until date of
full settlement;
(f ) PCSB to duly return the vacant possession of the Demised Premises to PKNS in the original condition
and/or PCSB to return vacant possession of the Demised Premises to PKNS within 14 days from the date
of judgement; and
(g) Costs of proceedings to be paid by PCSB to PKNS.
On 20 January 2020, PCSB filed its Statement of Defence stating, inter alia, that no rent is payable as PKNS has
failed to satisfy the conditions precedent as set out in the Tenancy Agreement for rental commencement to be
triggered and PKNS’s act of issuing commencement notice pursuant to the Tenancy Agreement backdating the
commencement date of rent without satisfying the conditions precedent is unlawful.
Further on 22 May 2020, PCSB filed a court application to strike out the Suit on the grounds that the Suit (i)
discloses no reasonable cause of action; (ii) is scandalous, frivolous and vexatious; and/or (iii) is an abuse of
process of court. The Court has fixed the decision for striking out application on 12 October 2020.
PCSB has been advised that it has a good defence and has instructed its solicitors to vigorously defend against
the suit.
LOL Retail (M) Sdn Bhd (formerly known as Super Gem Resources Sdn Bhd) (“LOL”)
On 13 December 2019, PCSB initiated a legal suit against LOL by filing a Writ Summon and Statement of Claim,
both dated 13 December 2019 (the “Suit”) in the Kuala Lumpur High Court (“KLHC”). The Suit was initiated by
PCSB due to LOL’s failure:
(a) to pay the remaining outstanding sum due and owing to PCSB under a Share Sales Agreement dated
22 June 2018 (the “Share Sales Agreement”);
(b) to pay the concession fees for the concession areas let by LOL within Parkson Vivacity Mega Mall
(Kuching), Parkson Nu Sentral and Parkson Klang Parade pursuant to the respective Concession
Agreements entered into between PCSB and LOL (the “Concession Agreements”); and
(c) to pay the rental of the Demised Premises within Parkson Fahrenheit 88 pursuant to the Tenancy
Agreement entered into between PCSB and LOL (the “Tenancy Agreement”)
i. payment of the remaining outstanding sum of RM2,282,489 (SGD0.8 million) under the Share Sales
Agreement;
ii. interest at a rate of 5% per annum upon the remaining outstanding sum of RM2,282,489 (SGD0.8 million)
calculated from the date of the Writ Summon on 13 December 2019 up to the date of full settlement by
LOL;
iii. payment of the outstanding concession fees and rentals of RM2,178,730 (SGD0.7 million) under the
Concession Agreements and the Tenancy Agreement;
iv. interest at a rate of 5% per annum upon the principal outstanding concession fees and rentals of
RM2,033,947 (SGD0.7 million) calculated from the date of the Writ Summon on 13 December 2019 up to
the date of full settlement by LOL;
v. cost of the action; and
vi. any other relief deemed fair and reasonable by the Court.
At the Case Management on 21 February 2020, the Judge-in-Chambers recorded a Judgment in Default of
Appearance against LOL (“JID”) due to LOL’s failure to enter a Memorandum of Appearance in Court within
fourteen days from the date of service of the Writ Summons and Statement of Claim by PCSB on LOL on
27 December 2019.
On 29 May 2020, a letter of demand on JID was issued to LOL by PCSB to demand for payment of the Judgment
Sum of RM4,685,745 (SGD1.5 million). The amount owing by LOL to PCSB has been fully impaired in the
financial years ended 30 June 2020 and 2019.
On 13 December 2019, PCSB initiated a legal suit against SASSB by filing a Writ Summon and Statement of
Claim, both dated 13 December 2019 (the “Suit”) in the Shah Alam High Court. The Suit was initiated by PCSB
due to SASSB’s failure to pay the balance payment of the 700,000 ordinary shares in LOL Retail (M) Sdn Bhd
(formerly known as Super Gem Resources Sdn Bhd) purchased by SASSB from PCSB pursuant to a Share Sales
Agreement dated 22 June 2018 (the “Share Sales Agreement”)
i. the balance payment of RM1,640,000 (SGD0.5 million) under the Share Sales Agreement;
ii. interest at a rate of 5% per annum upon the balance payment of RM1,640,000 (SGD0.5 million) calculated
from the date of the Writ Summon on 13 December 2019 up to the date of full settlement by SASSB;
iii. cost of the action; and
iv. any other relief deemed fair and reasonable by the Court.
At the Case Management on 30 January 2020, the Court had recorded a Judgement in Default of Appearance
against SASSB (“JID”) due to SASSB’s failure to enter a Memorandum of Appearance in Court within fourteen
days from the date of service of the Writ Summons and Statement of Claim by PCSB on SASSB on 30 December
2019.
On 27 February 2020, a letter of demand on JID was issued to SASSB by PCSB to demand for payment of the
Judgment Sum of RM1,659,447 (SGD0.5 million). The amount owing by SASSB to PCSB has been fully impaired
in the financial years ended 30 June 2020 and 2019.
(a) On 27 July 2020, the Group has entered into a conditional Asset Transfer Agreement with a purchaser
pursuant to which the Group has agreed to sell and the purchaser has agreed to buy the property
(comprising land and building) located in Haiphong City, Vietnam for a cash consideration of USD10
million inclusive of value added tax (“Proposed Disposal”) (Note 11).
The Proposed Disposal is subject to, amongst others, approval of the shareholders of the Company at an
Extraordinary General Meeting.
(b) The COVID-19 outbreak and the measures taken by the government in the countries which the Group
operates in have resulted in adverse impact on the financial results and cash flows of the Group due
to the disruption to the Group’s operations. The Group has adopted various measures to mitigate risks
and negative impact of the COVID-19 outbreak, focusing its priorities on enhancing product offerings,
optimising operational efficiency and productivity at department stores as well as cost control and
cashflows management, in particular the timing of payment to suppliers and ongoing negotiations with
landlords for rental rebates.
Depending on factors such as whether there is any further lockdown or movement control measures and
the duration of such measures, state of the economy and consumers sentiments in the countries that the
Group operates in, the impact to the Group will vary. Given the degree of uncertainty, it is not possible
to quantify the full effect of the impact at this juncture.
The financial statements for the year ended 30 June 2020 were authorised for issue in accordance with a
resolution of the directors on 12 October 2020.
NO. OF % OF
SIZE OF SHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS NO. OF SHARES % OF SHARES
1 - 99 2 0.20 13 0.00
100 - 1,000 64 6.26 42,687 0.01
1,001 - 10,000 228 22.31 1,371,767 0.20
10,001 - 1,000,000 701 68.59 85,626,834 12.71
1,000,001 and above 27 2.64 586,758,699 87.08
TOTAL 1,022 100.00 673,800,000 100.00
Notes:-
(1) Parkson Holdings Berhad (“PHB”) is the sole shareholder of East Crest International Limited (“ECIL”), and is deemed to be interested in the
Shares held by ECIL by virtue of Section 7(4) of the Companies Act.
(2) Lion Industries Corporation Berhad (“LICB”) holds, directly and indirectly, not less than 20% of the voting shares in PHB, which is the sole
shareholder of ECIL. As such, LICB is deemed to be interested in the Shares held by ECIL by virtue of Section 7(A) of the Companies Act.
(3) Tan Sri Cheng Heng Jem holds, directly and indirectly, not less than 20% of the voting shares in PHB, which is the sole shareholder of ECIL. As
such, Tan Sri Cheng Heng Jem is deemed to be interested in the Shares held by ECIL by virtue of Section 7(4A) of the Companies Act.
(4) Golden Eagle International Retail Group Limited (“GEIR”) by itself and through its indirect non-wholly owned subsidiary holds an aggregate of
more than 5% of the shares in the Company.
(5) GEICO Holdings Limited (“GEICO”), is the sole shareholder of GEIR, and is deemed to be interested in the Shares held by GEIR by virtue of
Section 7(4) of the Companies Act.
(6) WANG Dorothy S L and WANG Janice S Y are the beneficiaries of The 2004 RVJD Family Trust, the family trust of Mr WANG Hung Roger, which
holds the entire shareholding in GEICO, and they are deemed to be interested in the Shares held by GEIR by virtue of Section 7(4) of the
Companies Act.
(7) WANG Vivine H and WANG Hung Roger are the settlors of The 2004 RVJD Family Trust, the family trust of Mr WANG Hung Roger, which holds the
entire shareholding in GEICO, and they are deemed to be interested in the Shares held by GEIR by virtue of Section 7(4) of the Companies Act.
As at 18 September 2020, 26.91% of the issued share capital of the Company was held in the hands of the public
(based on the information available to the Company). Accordingly, the Company has complied with Rule 723 of the
Listing Manual of Singapore Exchange Securities Trading Limited.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Parkson Retail Asia Limited (“the Company”) will be
convened and held by way of electronic means on Friday, 30 October 2020 at 9.30am for the purposes of transacting
the following businesses:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements of the Company together with the Directors’ Statement
and Auditor’s Report of the Company for the financial year ended 30 June 2020.
(Resolution 1)
2. To re-elect Mr Michael Chai Woon Chew who is retiring pursuant to Article 91 of the Constitution of the
Company.
(Resolution 2)
Mr Michael Chai Woon Chew is considered as independent for the purposes of Rule 704(8) of the Listing Manual of the
Singapore Exchange Securities Trading Limited (“SGX-ST”). If re-elected, Mr Chai will remain as the Lead Independent
Director, Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration
Committee.
3. To record the retirement of Mr Ng Tiak Soon who is retiring pursuant to Article 91 of the Constitution of the
Company.
Mr Ng Tiak Soon, upon his retirement at the conclusion of the Annual General Meeting, shall cease to be the
Chairman of the Audit Committee and a member of the Remuneration Committee.
4. To re-elect Mr Koong Lin Loong who is retiring pursuant to Article 97 of the Constitution of the Company.
(Resolution 3)
Mr Koong Lin Loong is considered as independent for the purposes of Rule 704(8) of the Listing Manual of the
Singapore Exchange Securities Trading Limited (“SGX-ST”). If re-elected, Mr Koong will remain as the Chairman of the
Remuneration Committee and a member of the Audit Committee and Nominating Committee.
5. To approve the payment of Directors’ fees of up to S$250,000 for the financial year ending 30 June 2021,
payable quarterly in arrears (30 June 2020: S$350,000).
(Resolution 4)
6. To re-appoint Messrs Ernst & Young LLP as the Auditor of the Company and to authorise the Directors of the
Company to fix their remuneration.
(Resolution 5)
7. To transact any other ordinary business which may be properly 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 any
modifications:
“That, pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the
Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors of
the Company to:-
(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or
otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
Provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to
be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not
exceed fifty per cent. (50%) of the Company’s total number of issued shares excluding treasury
shares and subsidiary holdings (as calculated in accordance with sub-paragraph (2) below), of
which the aggregate number of shares to be issued other than on a pro-rata basis to existing
shareholders of the Company (including shares to be issued in pursuance of Instruments made
or granted pursuant to this Resolution) does not exceed twenty per cent. (20%) of the Company’s
total number of issued shares excluding treasury shares and subsidiary holdings (as calculated in
accordance with sub-paragraph (2) below). Unless prior shareholder approval is required under
the Listing Manual of the SGX-ST, an issue of treasury shares will not require further shareholder
approval, and will not be included in the aforementioned limits.
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of shares that may be issued under sub-paragraph (1) above,
the total number of issued shares excluding treasury shares and subsidiary holdings is based on
the Company’s total number of issued shares excluding treasury shares and subsidiary holdings at
the time this Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities;
(ii) new shares arising from exercising share options or vesting of share awards, provided the
options or awards were granted in compliance with the Listing Manual of the SGX-ST; and
provided further that adjustments in accordance with sub-paragraphs (2)(i) and (ii) above are only to be
made in respect of new shares arising from convertible securities, share options or share awards which
were issued and outstanding or subsisting at the time of the passing of this Resolution
(3) 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 Constitution for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution
shall continue in force until 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.”
9. Authority to issue shares under the Parkson Retail Asia Limited Employee Share Option Scheme
“That, pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be authorised and
empowered to offer and grant options under the Parkson Retail Asia Limited Employee Share Option Scheme
(“the Scheme”) and to 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 options granted by the Company under the Scheme, whether
granted during the subsistence of this authority or otherwise, provided always that the aggregate number of
additional ordinary shares to be issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of
the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time
and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force
until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is earlier.”
10. Proposed Renewal of the General Mandate for Interested Person Transactions
“That:-
(a) approval be and is hereby given for the Company, its subsidiaries and associated companies which fall
within the definition of “entities at risk” under Chapter 9 of the Listing Manual of the SGX-ST or any of
them to enter into any transaction falling within the categories of interested person transactions set out
in the Company’s circular to Shareholders dated 15 October 2020 (the “Circular”), with any party who is
of the class or classes of interested persons described in the Circular, provided that such transaction is
made on normal commercial terms and is not prejudicial to the Company and its minority shareholders,
and is entered into in accordance with the review procedures for interested person transactions as set
out in the Circular (such shareholders’ general mandate hereinafter called the “IPT Mandate”);
(b) the IPT Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force
until the conclusion of the next Annual General Meeting of the Company or until the date on which the
next Annual General Meeting of the Company is required by law to be held, whichever is the earlier;
(c) the audit committee of the Company be and is hereby authorised to take such action as it deems proper
in respect of the procedures and/or to modify or implement such procedures as may be necessary to
take into consideration any amendment to Chapter 9 of the Listing Manual of the SGX-ST which may be
prescribed by the SGX-ST from time to time; and
(d) the Directors and each of them be and are hereby authorised and empowered to complete and to do all
such other acts and things as they may consider necessary, desirable or expedient in the interests of the
Company in connection with or for the purposes of giving full effect to the IPT Mandate.”
“That:-
(a) for the purposes of the Companies Act, the authority be and is hereby conferred on the Directors to
exercise all the powers of the Company to purchase or otherwise acquire fully paid issued ordinary
shares in the capital of the Company (the “Shares”) not exceeding in aggregate the Maximum Limit (as
hereafter defined), at such price or prices as may be determined by the Directors from time to time up to
the Maximum Price (as hereafter defined), whether by way of:
(ii) off-market purchase(s) if effected otherwise than on the SGX-ST in accordance with any equal
access scheme(s) as may be determined or formulated by the Directors as they consider fit, which
scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the
time being be applicable, be and is hereby authorised and approved generally and unconditionally (the
“Share Purchase Mandate”);
(b) unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors
pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to
time during the period commencing from the date of the passing of this Resolution and expiring on the
earlier of:
(i) the date on which the next Annual General Meeting of the Company is held or is required by law
to be held; or
(ii) the date on which purchases or acquisitions of Shares pursuant to the Share Purchase Mandate
are carried out to the full extent mandated; and
(c) the Directors and each of them be and are hereby authorised and empowered to complete and to do all
such other acts and things as they may consider necessary, desirable or expedient in the interests of the
Company in connection with or for the purposes of giving full effect to the Share Purchase Mandate.
“Average Closing Price” means the average of the closing market prices of the Shares over the last five (5)
market days, on which transactions in the Shares on the SGX-ST were recorded, before the day on which
a market purchase was made by the Company or, as the case may be, the date of the announcement of the
offer pursuant to an off-market purchase, and deemed to be adjusted in accordance with the listing rules of
the SGX-ST for any corporate action which occurs during the relevant period of five (5) market days and the day
of the market purchase or, as the case may be, the date of the making of the offer pursuant to the off-market
purchase;
“Maximum Limit” means that number of issued Shares representing ten per cent. (10%) of the total number of
Shares excluding treasury shares and subsidiary holdings as at the last Annual General Meeting or as at the date
of the passing of this Resolution (whichever is the higher); and
“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price (excluding
brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which
shall not exceed:-
(a) in the case of an on-market purchase of a Share, one hundred and five per cent. (105%) of the Average
Closing Price of the Shares; and
(b) in the case of an off-market purchase of a Share pursuant to an equal access scheme, one hundred and
ten per cent. (110%) of the Average Closing Price of the Shares.”
Explanatory Notes:
(i) Ordinary Resolution 6 proposed under Agenda 8 above, if passed, will authorise and empower the Directors
of the Company from the date of this Annual General Meeting to the next Annual General Meeting to issue
shares and/or convertible securities in the Company up to an amount not exceeding in aggregate 50% of the
total number of issued shares (excluding treasury shares and subsidiary holdings) of which the total number of
shares and convertible securities issued other than on a pro-rata basis to existing shareholders shall not exceed
20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) of the Company at
the time the resolution is passed, for such purposes as they consider would be in the interests of the Company.
This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting.
(ii) Ordinary Resolution 7 proposed under Agenda 9 above, if passed, will empower the Directors of the Company,
effective until the conclusion of the next Annual General Meeting, or the date by which the next Annual General
Meeting is required by law to be held or such authority is varied or revoked by the Company in a general
meeting, whichever is the earlier, to issue shares in the Company pursuant to the exercise of options granted
or to be granted under the Scheme up to a number not exceeding in aggregate (for the entire duration of the
Scheme) fifteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital
of the Company from time to time.
(iii) Ordinary Resolution 8 proposed under Agenda 10 above, if passed, will authorise and empower the Directors
to enter into the mandated interested person transactions as described in the Circular. Such authority shall,
unless revoked or varied by the Company in general meeting, continue in force until the date on which the next
Annual General Meeting of the Company is or is required by law to be held, whichever is the earlier. Please refer
to the Circular for further details.
(iv) Ordinary Resolution 9 proposed under Agenda 11 above, if passed, will authorise and empower the Directors
to exercise all powers of the Company to purchase or otherwise acquire (whether by way of market purchases
or off-market purchases) Shares of the Company on the terms of the Share Purchase Mandate as set out in the
Circular. Such authority shall, unless revoked or varied by the Company in general meeting, continue in force
until the date on which the next Annual General Meeting of the Company is or is required by law to be held,
whichever is the earlier. The Company currently intends to use internal sources of funds to finance the purchase
or acquisition of its Shares. Please refer to the Circular for further details.
Notes:
(1) The Annual General Meeting (“AGM”) will be held by way of electronic means pursuant to the COVID-19
(Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies,
Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Notice of AGM will not be
sent to members. Instead, this Notice of AGM will be sent to members by electronic means via publication on
the SGXNET.
(2) The proceedings of the AGM will be broadcasted “live” through an audio-and-video webcast and an audio-only
feed. Members and investors holding shares in the Company through relevant intermediaries (as defined in
Section 181 of the Companies Act (Chapter 50 of Singapore)) (“Investors”) (including investors holding through
Central Provident Fund (“CPF”) and Supplementary Retirement Scheme (“SRS”) (“CPF/SRS investors”)) who wish
to follow the proceedings through a “live” webcast via their mobile phones, tablets or computers or listen to
the proceedings through a “live” audio feed via telephone must pre-register at https://agm.conveneagm.com/
pralagm2020 no later than 9.30am on 27 October 2020 (“Registration Cut-Off Time”). Following verification, an
email containing instructions on how to access the “live” webcast and audio feed of the proceedings of the AGM
will be sent to authenticated members and Investors by 29 October 2020. Members and Investors who do not
receive any email by 3.00pm on 29 October 2020, but have registered by the Registration Cut-Off Time, should
contact the Company at [email protected].
(3) Due to the current Covid-19 restriction orders in Singapore, a member will not be able to attend
the AGM in person. A member will also not be able to vote online on the resolutions to be tabled for
approval at the AGM. A member (whether individual or corporate) must appoint the Chairman of the
AGM (“Chairman”) as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such
member wishes to exercise his/her/its voting rights at the AGM. The Chairman, as proxy, need not be a
member of the Company. The instrument for the appointment of proxy (“proxy form”) may be accessed on
SGXNET. Where a member (whether individual or corporate) appoints the Chairman as his/her/its proxy, he/she/
it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy
form, failing which the appointment of the Chairman as proxy for that resolution will be treated as invalid.
(4) The proxy form is not valid for use by Investors and shall be ineffective for all intents and purposes if used
or purported to be used by them. An Investor who wishes to vote should instead approach his/her relevant
intermediary as soon as possible to specify his/her voting instructions. A CPF/SRS investor who wishes to vote
should approach his/her CPF Agent Bank or SRS Operator at least 7 working days before the date of the AGM
(i.e. by 5:00pm on 20 October 2020) to submit his/her voting instructions. This is so as to allow sufficient time for
the respective relevant intermediaries to in turn submit a proxy form to appoint the Chairman to vote on their
behalf by 9.30am on 28 October 2020.
(5) The proxy form must be submitted to the Company in the following manner:
(a) if submitted by post, be lodged with the Company’s Share Registrar, B.A.C.S. Private Limited, at 8
Robinson Road #03-00 ASO Building Singapore 048544; or
in each case, not less than 48 hours before the time appointed for holding the AGM.
A member who wishes to submit the proxy form must first download, complete and sign the proxy form, before
submitting it by post to the address provided above, or before scanning and sending it by email to the email
address provided above.
In view of the current Covid-19 situation and the related safe distancing measures which may make it
difficult for members to submit completed proxy forms by post, members are strongly encouraged to
submit completed proxy forms electronically via email.
(6) In the case of members of the Company whose Shares are entered against their names in the Depository
Register, the Company may reject any proxy form lodged if such members are not shown to have Shares
entered against their names in the Depository Register (as defined in Part IIIAA of the Securities and Futures Act,
Chapter 289 of Singapore), as at 72 hours before the time appointed for holding the AGM as certified by The
Central Depository (Pte) Limited to the Company.
(7) Members and Investors will not be able to ask questions “live” during the broadcast of the AGM. All
members and Investors may submit questions relating to the business of the AGM no later than 9.30am
on 27 October 2020:
(c) by post to the registered office of the Company at 80 Robinson Road, #02-00, Singapore 068898.
In view of the current Covid-19 situation and the related safe distancing measures which may make
it difficult to submit questions by post, members and Investors are strongly encouraged to submit
their questions via the pre-registration website or by email. The Company will endeavour to answer all
substantial and relevant questions prior to, or at, the AGM.
(8) All documents (including the Annual Report, Circular, proxy form and this Notice of AGM) or information
relating to the business of the AGM have been, or will be, published on SGXNET. Printed copies of the
documents will not be despatched to members. Members and CPF/SRS investors are advised to check
SGXNET regularly for updates.
By submitting the proxy form appointing the Chairman to attend, speak and vote at the Annual General Meeting and /
or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member’s
personal data by the Company (or its agents or service providers) for the purpose of the processing, administration
and analysis by the Company (or its agents or service providers) of the appointment of the Chairman as proxy for the
Annual General Meeting (including any adjournment thereof ) and the preparation and compilation of the attendance
lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof ), and
in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over
rules, regulations and / or guidelines.
Pursuant to Rule 720(6) of the Listing Manual of the SGX-ST, the following are the information relating to the directors
seeking re-election at the forthcoming Annual General Meeting as recommended by the Nominating Committee
(“NC”) and the Board, as set out in Appendix 7.4.1 to the Listing Manual of the SGX-ST:
Disclose the following matters concerning an appointment of director, chief executive officer, chief financial
officer, chief operating officer, general manager or other officer of equivalent rank. If the answer to any
question is “yes”, full details must be given.
a) Whether at any time during the last 10 years, an application No No
or a petition under any bankruptcy law of any jurisdiction was
filed against him or against a partnership of which he was
a partner at the time when he was a partner or at any time
within 2 years from the date he ceased to be a partner?
b) Whether at any time during the last 10 years, an application No No
or a petition under any law of any jurisdiction was filed
against an entity (not being a partnership) of which he was
a director or an equivalent person or a key executive, at the
time when he was a director or an equivalent person or a key
executive of that entity or at any time within 2 years from the
date he ceased to be a director or an equivalent person or a
key executive of that entity, for the winding up or dissolution
of that entity or, where that entity is the trustee of a business
trust, that business trust, on the ground of insolvency?
c) Whether there is any unsatisfied judgment against him? No No
d) Whether he has ever been convicted of any offence, in No No
Singapore or elsewhere, involving fraud or dishonesty which
is punishable with imprisonment, or has been the subject of
any criminal proceedings (including any pending criminal
proceedings of which he is aware) for such purpose?
e) Whether he has ever been convicted of any offence, in No No
Singapore or elsewhere, involving a breach of any law or
regulatory requirement that relates to the securities or futures
industry in Singapore or elsewhere, or has been the subject
of any criminal proceedings (including any pending criminal
proceedings of which he is aware) for such breach?
f ) Whether at any time during the last 10 years, judgment No No
has been entered against him in any civil proceedings in
Singapore or elsewhere involving a breach of any law or
regulatory requirement that relates to the securities or futures
industry in Singapore or elsewhere, or a finding of fraud,
misrepresentation or dishonesty on his part, or he has been
the subject of any civil proceedings (including any pending
civil proceedings of which he is aware) involving an allegation
of fraud, misrepresentation or dishonesty on his part?
of ___________________________________________________________________________________________
being a member/members of Parkson Retail Asia Limited (the “Company”), hereby appoint the Chairman of the Annual
General Meeting (“Chairman”) as my/our proxy/ proxies to vote for me/us on my/our behalf at the Annual General
Meeting (“AGM” or “Meeting”) of the Company to be held by way of electronic means on Friday, 30 October 2020 at
9.30am and at any adjournment thereof in the following manner:
Affix
Postage
Stamp
________________________________________________________________________________________________________________________________
This flap for sealing
4. The proxy form must be submitted to the Company in the following manner:
(a) if submitted by post, be lodged with the Company’s Share Registrar, B.A.C.S. Private Limited, at 8 Robinson Road #03-00 ASO
Building Singapore 048544; or
(b) if submitted electronically, be submitted via email to [email protected]; or
(c) if submitted electronically, be submitted via the pre-registration website at https://agm.conveneagm.com/pralagm2020,
in each case, not less than 48 hours before the time appointed for holding the AGM.
A member who wishes to submit the proxy form must first download, complete and sign the proxy form, before submitting it by post to the
address provided above, or before scanning and sending it by email to the email address provided above.
In view of the current Covid-19 situation and the related safe distancing measures which may make it difficult for members to submit
completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.
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 either under its seal or under the hand of
an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the
appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument of proxy, failing which the
instrument of proxy may be treated as invalid.
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 72 hours before
the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
PARKSON RETAIL ASIA LIMITED | Annual Report 2020
80 Robinson Road #02-00
Singapore 068898