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Annual Report 2012

About UsGallant Venture Ltd. is an investment holding company with a focus on regional growth opportunities, headquartered in Singapore. We are a commercial development and management group in the Riau Archipelago and an integrated master planner for industrial parks and resorts in Batam and Bintan.

Contents

03 Our Presence04 Our Core Businesses • Utilities • Industrial Parks • Resort Operations • Property Development12 Letter to Shareholders14 Business Review16 Financial Review18 Corporate Structure19 Financial Highlights20 Board of Directors22 Key Executives

24 Corporate Information25 Statement of Corporate Governance35 Directors’ Report38 Statement by Directors39 Independent Auditors’ Report41 Statements of Financial Position42 Consolidated Statement of Comprehensive Income43 Consolidated Statement of Changes in Equity44 Consolidated Statement of Cash Flows46 Notes to the Financial Statements98 Statistics of Shareholdings100 Notice of Annual General Meeting Proxy Form

1ANNUAL REPORT 2012

Since our establishment in the 1990s, we have been an important innovator in four key business segments – utilities, industrial parks, resort operations and property development. Our businesses are well-positioned to leverage on the strategic proximity of Singapore and the strategic alliance between the Singapore and Indonesia governments.

Our landmark development projects include the Batamindo Industrial Park, the Bintan Industrial Estate and Bintan Resorts, with more prime developments in the pipeline slated for completion in the near future.

1ANNUAL REPORT 2012

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BATAM

SINGAPORE

BINTAN

3ANNUAL REPORT 2012 333333ANANANANANNNUNUNUNUNUN ALALALALALAL R R R RRREPEPEPEPPE ORORORORORTTT TT 20202020202 12121211

GALLANT VENTURE LTD. is headquartered in Singapore with operations primarily in the islands of Batam and Bintan, located just across the Singapore Straits. The proximity allows us to leverage the strategic alliance between the Singapore and Indonesia governments to co-develop the region by marrying Singapore’s capital and technology resources, with Indonesia’s natural and human resources. We are proud to have contributed in growing the Riau Archipelago from a series of sparsely populated islands controlled by the regional government in Pekanbaru, to Indonesia’s newest province with a new capital being developed in Bintan and a blossoming economy and a current population of over 1.8 million.

Our Presence

GALLANT VENTURE LTD.4

Utilities


5ANNUAL REPORT 2012

With approximately S$435 million invested in the construction of utilities infrastructure and resources dedicated to the generation and distribution of power, reservoir and wastewater treatment facilities and landfills, we focus on power generation and distribution, potable water treatment facilities including reservoirs and wastewater treatment facilities and landfills.

Designed with system redundancy to cope with potential surges in electricity consumption, our power generation facilities ensure 24-hour uninterrupted power supply and peace of mind for our tenants.

Our facilities include 19 dual-fuel fired generators at Batamindo Industrial Park, 6 generators at Bintan Industrial Estate, and 4 generators at Bintan Resorts currently handling installed capacity of approximately 130MW, 20MW and 24MW respectively.

Our standby generating capacity is able to generate up to 30% of installed capacity. In addition, we maintain a strategic reserve of fuel sufficient for 15 to 60 days of normal production

Gallant Venture, a private provider of utilities in Batam and Bintan, supplies electricity, telecommunications, water and waste management services to our Industrial Parks, Batamindo Industrial Park and Bintan Industrial Estate; and Bintan Resorts.


Industrial Parks


7ANNUAL REPORT 2012

The parks make up a total ready-built factory area of approximately 647,000 square metres. Offering a host of services such as manpower resource and integrated supply chain services ranging from logistics, transshipment to housing and entertainment, our tenants enjoy a competitively priced environment supported by reliable comprehensive services. Our tenants comprise of businesses in the semiconductor, electronics, precision engineering, pharmaceuticals and resource-intensive industries.

The Batamindo Industrial Park is the first industrial park in the Asia-Pacific region to be certified ISO 9001:2000 and ISO 14001, hallmarks of a manufacturing site that is efficient, cost-effective and environmentally friendly.

Residential, recreational and medical amenities cater to the needs of the tenants and employees in the industrial parks while executives in Batam and Bintan are provided resort-style accommodation in the Batamindo Executive Village, condominiums and bungalows in the Bintan Inti Executive Village respectively; recreational facilities abound at the SouthLinks Country Club in Batam and at the various resort amenities in Bintan.

Operating the Batamindo Industrial Park in Batam and the Bintan Industrial Estate in Bintan, Gallant Venture’s industrial parks combine the convenience of a one-stop manufacturing environment with ready access to Singapore’s infrastructure and logistics network.


Resort Operations


9ANNUAL REPORT 2012

As master developer, we are responsible for the overall planning, development, operations and marketing of Bintan Resorts, as well as provide integrated support facilities and services to all the hotels and resorts within Bintan Resorts. These services range from ferry services and ferry terminal operations; travel agency; property rental and worker accommodation to fire fighting; security; vector monitoring; environment and medical support services. We also provide estate and operate township maintenance such as road and drainage and operate a 24-hour crisis centre.

Our resort operations are focused in Bintan where we have been managing and operating the 3,000 hectare Bintan Resorts for more than a decade. Located less than an hour from Singapore, Bintan Resorts is a popular tropical resort destination with both Asian and international travelers. Famed for its pristine beaches and gorgeous scenery, it is home to marque resort names such as Banyan Tree, Club Med and award-winning golf courses.


Property Development


11ANNUAL REPORT 2012

Approximately 18,000 hectares of land in Bintan has been earmarked for the phased growth and development of resort, residential and commercial developments. One of these is the Lagoi Bay Development (LBD), a 1,300 hectare-sized plot of prime land boasting some of the most spectacular shorelines in Bintan.

At the heart of the LBD is the Lagoi Beach Village - Asia’s first master planned resort village comprising 20 hectares of prime real estate for development into 132 individual land parcels. For investors seeking to develop residential projects, the LBD also offers land for residential development with the Aranya Residences or ready-built villas from the Lagoi Dreams collection. The proposed Lagoi Beach Village Mall will be developed on 14 hectares of land. Bound by the South China Sea to the north and the man-made lake to the south, the shopping promenade will boast a two-storey anchor mall of 14,000 square metres, pedestrian-friendly walkways, innovative water features and a gently undulating landscape with special lighting features.

Backed by a proven track record as a master planner for both industrial park and resort development, Gallant Venture markets Bintan Resorts as not only a holiday destination but also as a sound investment.


Mr Lim Hock SanNon-Executive ChairmanIndependent Director

Mr Eugene ParkChie Executive cerExecutive Director

Letter to Shareholders

Dear Fellow Shareholders,

2012 has been another exciting year for our company. Our net results have improved by over 33% compared to our 2011 numbers and resulted in earnings per share increasing from 0.34 to 0.46 cents per share. While our utilities and industrial parks continue to face challenges, we have seen good progress on the property development business as well as on our investments in PT Sebuku Iron Lateritic Ores (“PT SILO”) and Shanghai Wanye Enterprises Laoximen Real Estate Development Co. (“Lao Xi Men”).


Our Utilities BusinessOur Utilities business results were weaker from the previous

year as we suffered from reduced demand coupled with

significant cost pressures. Overall our utilities revenues fell from

$114 million to $110 million on weaker demand for power and

water consumption. We experienced both a decrease in the

number of our customers as well as decreasing demand from

our remaining customers. However, looking forward, we believe

that the current repurposing of our industrial parks and the new

customers coming into our expanding Bintan Resorts, will lead

to increasing demand and revenues over the next few years.

Our Industrial Parks BusinessOur Industrial Parks Business has been slow in adjusting to the

changing business environment, and results and margins have

continued to compress. While occupancy in our main park at

Batamindo continues to remain high, margins are compressing

due to increasing competition in the region in general, and in

the industry sectors that have formed the bulk of our tenancies.

The strategic review and repurposing exercise started 18

months ago is starting to gain traction, and we look forward to

better contribution from Batamindo in the coming years.

Following our strategic review, the turnaround of our

second industrial park in southern Bintan (“BIIE”) is gaining

traction. While BIIE’s repurposing is still in the early stage of

implementation, by focusing on our natural strategic advantages

of the significant landbank and seafrontage as well as good water

and power supply, we were able to counterbalance prior weak

results with a $20 million land sale bringing in a new tenant in

a new industry. The margin from this property sale provided

most of the improvement in the numbers reported this year not

only for BIIE but for our overall Industrial Parks Business. We

believe that the land sale shows the repurposing of the park has

staying power and we look forward to continuing improvements

from BIIE.

Our Resorts BusinessOur Resorts Business had a flat year, with revenues slightly

lower at $23.2 million vs $23.7 million in 2011. Net results

declined, due primarily to additional costs of unforeseen repairs

on our ferries. However, we are quite optimistic about 2013

potential as we have been informed that three of the five hotels

currently under construction are scheduled to begin operations

in 2013, in addition to the new mall at our Lagoi Bay Village,

which should draw significantly more life and visitors to Bintan

Resorts.

Our Property Development BusinessOur Property Development Business had a much better year

than the numbers suggested, due to the fact that recognition of

revenues only occurs on actual title transfer of land sales. While

we have stopped reporting our order book numbers, we can

inform you that there is significant activity in our land sales and

hope to see much better numbers in 2013.

Our Investment in PT SILOOur investment in PT SILO resulted in an equity accounting

profit that have more than doubled from $0.7 million to $1.8

million in 2012. In 2011 PT SILO recorded sales of 4.4 million

WMT of iron ore, and is projecting a doubling volume in 2013

on the back of the investment program over the last few years.

Furthermore, the Dry Kiln Plant is also scheduled for completion

in 2013, which should add significantly to the net margins.

Management is confident that this will increase profitability

significantly in 2013/2014.

Our Investment in Lao Xi MenPhase One in Lao Xi Men is ready for sales, and overall we

are approaching 60% completion on this South Plot. While

the Shanghai property market is not as buoyant as in previous

years, we still believe our superior location and low entry cost

will lead to a very profitable project IRR for this investment.

Our Investment in PT Indomobil Sukses Internasional Tbk (“IMAS”)In late 2012 we signed an agreement to purchase approximately

52% of the outstanding shares of the second largest vehicle

assembler/distributor in Indonesia. This transaction will be

subject to shareholder approval in an EGM of our Company

in early 2013. We believe that this transaction is a unique

opportunity to take a controlling stake in a major industrial and

retail business in one of the fastest growing domestic economies

in the region, and for a very reasonable price that would add

very significant revenues and profitability to our Company’s

bottom line. Our management team has spent significant time

on investigating and negotiating this project during 2012.

Board MemberFinally we would like to take this opportunity to say goodbye to

Ms Low Sin Leng, who has been active in our companies for

more than 10 years and served on our Board of Directors since

before our listing. Sin Leng has served both Gallant Venture

and SembCorp diligently and with excellence and we will miss

her insightful leadership. We wish her a very well deserved

retirement, and hope to see her from time to time going forward!


We began 2012 with great uncertainties in the global economy. With USA economy recovering slower than expected, deepening European financial crisis and noticeable slowdown in China economy, the Group’s businesses were not spared from dislocation of trades amongst key economies. On balance, Indonesia enjoyed strong economic growth with fast growing domestic spending and robust energy and resources related businesses. On one hand, the Group’s Industrial Parks suffered deteriorating occupancy and export, our Property Development business is seeing increased interest from Asia investors.

Industrial ParksOur industrial parks continue to experience tough competition and weakening downstream demand for our tenants’ products. We witnessed consolidation of manufacturing facilities, lower production runs and some withdrawals from our Industrial Parks. These have affected the occupancy rate in our Industrial Parks and our average rental rates. The Group has repositioned our focus for the Industrial Parks business and began to receive new tenants in 2nd half of 2012. Complete revamp and reconfiguration of industrial space take time and the Group is hopeful that the new focus will stablise our Industrial Parks business and enhance its profitability.

UtilitiesIn line with depressed industrial park occupancy rate and much lower production runs in our tenants’ facilities, our Utilities business was affected with lower power consumption.

With stronger Singapore Dollar and much tighter cost control, the Group was able to mitigate the impact from lower utility revenue and deliver higher margin for the year. With our LBD approaching operation ready, several businesses and hotels will commence operations toward 2nd half of 2013. This will contribute positively to the Group’s Utilities business. Expecting increase in consumptions from the Resorts area, the Group is updating its utility facilities as well as evaluation plan to construct new power plants to support growing demand in Bintan, Indonesia.

Resort OperationsThe Group continued to experience steady tourist arrivals but was limited by hotel rooms availability in Bintan Resorts. Increased tourist arrivals have contributed positively to our ferry business but have yet to achieve critical mass. The Group continue to experience losses in key resorts related support services and expects to improve once we achieve critical mass on tourist arrivals.

Property DevelopmentOur property development division delivered fewer land titles to the buyers / investors as majority of the investors are expected to complete their payments for the land purchase by 2013 (i.e. the Group transfers land title to the purchaser upon full settlement of the land purchase). With the completion of key infrastructure and upcoming new hotel / resort openings, the Group is hopeful to ride on the momentum and secure more land sales in the

BusinessReview


near term. As at December 2012, status of key projects in Lagoi Bay are as follows:-

Resort SitesKey infrastructures (such as road, drainage, central lake and landscaping) in Phase 1 development are near completion. Several hotel investors with brand names such as Swiss-Belhotel Grand Lagoi, Sanchaya and Alila Resorts have started their development and scheduled for opening by late FY2013 and early FY2014. The new hotels opening coupled with opening of Lagoi Bay Mall will add new attractions to Bintan and provide much needed room keys to cater to increasing tourist traffic.

Lagoi Bay VillageThe anchor mall and its related infrastructure (such as roads, landscaping and pedestrian walkway) are completed. The mall is due for opening in 2nd half of 2013. The mall will have F&B outlets, SPA services, retail outlets, souvenir stores and related retail facilities. It is our first major tourist attraction since 2006 and the Group is hopeful that this will supplement existing attractions on the Island and integrate with surrounding resorts and hotels forming an integrated destination to tourists just like Kuta in Bali.

Residential Sites Construction of residential units has progressed slower than expected. With further streamlining of supply chain, such as supply of cement, tiles and other construction material, the Group has placed this project back on track for completion. The Group expects to deliver initial units in 2nd half of 2013 and to fast-track construction for remaining units so to create the first residential cluster in Lagoi, Bintan.

New attractionSome of the new attractions such as canopy adventure trail, motor sport adventure park, skydiving club and Nusantara safari park are currently under plan and will be introduced to Lagoi Bay in 2013 and 2014.

Acquisition of IMASAs part of the Group’s strategy to diversify its businesses and to be greater Indonesia focus so to create a more substantial and diversified conglomerate, the Company has proposed to the Shareholders for the acquisition of 52.35% stake in IMAS, an Indonesia company listed on Jakarta Stock Exchange. IMAS is a vehicle distributor with a suit of related businesses such as vehicle assembly, financing / leasing and servicing. It represents major passenger car and heavy equipment brands such as Nissan, Audi, Renault, Volvo and Volkswagen passenger cars; Foton, Hino, Volvo, Renault and Mack commercial vehicles; and Volvo Construction Equipment, Kalmar and Manitou heavy equipment. With the proposed acquisition, the Group believes that it would enhance the Group’s investment

portfolio and position itself to tap into fast growing Indonesia economy, particularly the Indonesian middle class sector. More importantly, with IMAS as a 52.35% subsidiary of the Company, it will contribute significantly to the Group’s performance.

PT SILOFor FY2012, the Group recognised S$1.8 million share of profit from PT SILO but was lower than our expectation as the company was subject to new export tax imposed by the Authority. To address increased tax on export of low grade iron ore, PT SILO is in the process of constructing a new iron ore processing facility, which will improve the iron ore grade. Upon completion of the processing plant, the Group is hopeful that PT SILO will contribute positively with higher product margin.

Lao Xi MenSuperstructure for the Phase One of our Shanghai project, which consists of 2 32-storey tower blocks with 4 levels of basement, has been completed and the Project is working on M&E and interior finishing. Works have also started on South Plot Phase Two with the same configuration as Phase One and is expected to complete by early 2014. The Project plans to commence pre-sales of Phase One by 2nd half of 2013 and target for TOP by late 2014. Barring any unforeseen circumstances, the Project expects to commence development of North Plot by 2014 and bring the entire project to completion by FY2016.

Going ForwardIt will be a transforming year for the Group in FY2013 and challenges await us. While the Group continues to revamp its Industrial Parks business so to stay relevant, it is excited to see Lagoi Bay coming to completion and equally delighted to welcome a member, IMAS, to the family. Key initiatives the Group will pursue in 2013 are:

Revamp and reconfigure the Industrial Parks and move up the value chain;

Explore alternative power generation so to improve margin;

Bring Phase One of Lagoi Bay to completion and welcome our first visitor to the Lagoi Bay Mall;

Improve connectivity to Bintan with construction of a Regional Airport to support growth in tourist traffic;

Continue to support and grow other investments (such as Lao Xi Men and PT SILO) and crystallise value upon maturity; and

To integrate IMAS into the Group.

Financial ReviewFor the financial year ended 31 December 2012, the Group’s FY2012 revenue was S$204.2 million, which was 0.4% higher than FY2011’s S$203.4. Utilities business segment continued to be the largest revenue contributor with sales amounted to S$110.8 million. Our Industrial Parks and Resort Operation segment registered S$67.4 million and S$23.2 million revenue, respectively.

The Group’s Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”) was S$71.6 million as compared to S$68.6 million in FY2011. Contributions from our four business segments were S$41.5 million (FY2011: S$31.2 million) from Utilities, S$38.2 million (FY2011: S$27.0 million) from our Industrial Parks, S$1.7 million (FY2011: S$2.9 million) from Resort Operations and S$1.4 million (FY2011: S$11.3 million) from the Property Development.

The Group’s net profit attributable to shareholders for FY2012 was S$11.1 million as compared to FY2011’s S$8.3 million. Higher net profit was mainly due to gain from sales of industrial lands and accounting for exchange gains on translation of foreign currency denominated bank borrowings.

Basic and diluted EPS during the period under review was 0.46 cents per share and the Group’s Net Asset Value (“NAV”) per share as at 31 December 2012 was 52.37 cents.

UtilitiesOur Utilities business registered lower revenue of S$110.8 million as compared to FY2011’s S$114.1 million. This was mainly due to much lower production run in our industrial tenants’ facilities as their order books were affected by deteriorating European economy and slow down in China. Accordingly, our electricity generation was 5% lower than previous year’s. With tighter cost management and full year contributions from PT SILO, the Utilities segmental profit increased from FY2011’s S$9.3 million to S$12.7 million in FY2012.

FinancialReview


Industrial ParksOur Industrial Park business registered higher revenue of S$67.4 million as compared to FY2011’s S$45.1 million. This was mainly due to sales of industrial land amounted to S$20.4 million. On the rental front, the Group continues to experience pricing pressure and lower factory occupancy rate as compared to previous years. With the larger than expected industrial land sales, this segment registered a profit of S$11.9 million in FY2012 as compared to FY2011’s loss of S$5.3 million.

Resort OperationsTourist arrival into Bintan Resort continued to grow from FY2011’s 470,470 visitors to 487,475 in FY2012. Increased tourist arrival has contributed positively to our ferry business


but our resort support service operation has yet to achieve critical mass. This segment reported a loss of S$7.2 million as compared to FY2011’s S$6.7 million.

Property DevelopmentFor our Property Development business, we are completing Phase One of the infrastructure in Lagoi Bay and the Lagoi Bay Mall is expected to ready for occupancy by 2nd half of 2013. While preparing Lagoi Bay for completion, the Group has delivered fewer land titles and registered lower resort land sales of S$2.9 million in FY2012 as compared to FY2011’s S$20.4 million.

With the larger than expected industrial land sales, this segment registered a profit of S$11.9 million in FY2012 as compared to FY2011’s loss of S$5.3 million.

CorporateStructure


Verizon Resorts Limited Subsidiary

Batamindo Investments(S) Ltd

Subsidiary

PT Suakajaya Indowahana Subsidiary

Batamindo Medical Management Pte. Ltd

Subsidiary

Bintan Power Pte. Ltd.

Subsidiary

Golf View Limited

Subsidiary

Crystal Grace International Ltd

Subsidiary

Treasure Home Ltd

Subsidiary

Win Field Ltd

Subsidiary

Starhome Ltd

Subsidiary

PT Batamindo Investment Cakrawala

Subsidiary

PT Batamindo Executive Village Subsidiary

PT Batam Bintan Telekomunikasi Subsidiary

PT Bintan Inti Industrial Estate Subsidiary

PT Bintan Resort Cakrawala

Subsidiary

Bintan Resort Ferries Private Limited Subsidiary

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

Batamindo Carriers Pte Ltd

Associate

36%

PT Soxal Batamindo Industrial Gases Associate

30%

Gallant Power & Resources Limited

Associate

49%

60%

95%

100%

86.77%

90.74%

Bintan Resorts International Pte. Ltd. Subsidiary

100%

PT Buana Megawisatama

Subsidiary

100%

BU Holdings Pte Ltd

Subsidiary

100%

PT Taman Indah

Subsidiary

100%

PT Surya Bangunpertiwi

Subsidiary

100%

Lagoi Dreams Limited

Subsidiary

100%

Bintan Resort Management Pte Ltd Associate

40%

struck off on 6 March 2013

struck off on 8 January 2013

FinancialHighlights


Income Statements (in S$ million)Revenues Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) Earnings Before Interest and Tax (EBIT) Earnings After Tax Attributable to Shareholders

Segmental Revenue (in S$ million)Utilities Industrial Parks Resorts Property Developments

EBITDA by segment (in S$ million)Utilities Industrial Parks Resorts Property Developments Corporate

Statement of Financial Position (in S$ million)Cash and Cash EquivalentsInvestment Properties Land and Other Inventories Trade and Other Receivables Total Assets Total Borrowings Shareholders’ Equity

Cash Flow (in S$ million)Net Cash (used in)/generated from Operating Activities Net Cash used in Investing Activities Net Cash used in Financing Activities Net decrease in Cash and Cash equivalents

Financial RatiosCurrent RatioDebt-to-Equity Ratio (Gross Debt) Debt-to-Equity Ratio (Net Debt) EBITDA Margin Return on Equity Return on Assets

Stock Information (in S$ except as indicated) Stock Price - Year-endMarket Capitalisation as at 31 December (S$’ billion) NAV per Share (cents) Earnings per Share - basic and diluted (cents)

FY2012204.2 71.6 17.9 11.1

110.8 67.4 23.2

2.8

41.5 38.2

1.7 1.4

(11.2)

66.8 207.3 597.1

58.3 1,626.0

239.0 1,263.4

(2.5) (7.1)

(18.7) (28.3)

8.3 18.9%13.6%35.1%0.88%0.68%

0.280 0.675 52.37

0.46

FY2011203.4 68.6 13.8 8.3

114.1 45.1 23.8 20.4

31.2 27.0 2.9

11.3 (3.7)

95.1 232.4 580.5 45.0

1,646.1 257.7

1,253.1

19.1 (5.6)

(78.8) (65.3)

4.9 20.6%13.0%33.7%0.66%0.50%

0.240 0.579 51.94 0.34

Mr Lim is presently the President and Chief Executive Officer of United Industrial Corporation

Limited as well as Singapore Land Limited. He is the chairman of National Council on

Problem Gambling, and also a board director of Interra Resources Limited and Indofood Agri

Resources Limited. He has a Bachelor of Accountancy from the then University of Singapore

and a Master of Science (Management) from Massachusetts Institute of Technology. Mr Lim

also attended the Advanced Management Program at Harvard Business School. He is a

Fellow of The Chartered Institute of Management Accountants (UK) and a Fellow and past

President of the Institute of Certified Public Accountants of Singapore. He is also a recipient

of the Singapore Government Meritorious Service Medal, the Public Administration Medal

(Gold) and the Public Service Medal.

Responsible for the overall management of Gallant Venture, Mr Park is a co-founder

of Parallax Capital Management Group. He has also spent more than 15 years as an

investment banker with Credit Suisse First Boston in London, Chase Manhattan Asia Ltd in

Hong Kong and Banque Paribas in Singapore. He received a Bachelor of Arts (Chemistry)

from Princeton University in the United States and a Master of Business Administration

from INSEAD in France.

Mr Gunara is currently Director of Business Operations at Bintan Resorts International Pte

Ltd, Vice-President Director of PT Batamindo Executive Village and President Director of

PT Alam Indah Bintan. He also holds directorships in Nirwana Pte Ltd, PT Bintan Resort

Cakrawala, Bintan Resort Ferries Pte Ltd, PT Ria Bintan, PT Straits CM Village, PT Bintan

Inti Industrial Estate, Verizon Resorts Limited, BU Holdings Pte Ltd, Lagoi Dreams Limited,

PT Taman Indah, Batamindo Investment (S) Ltd and Bintan Power Pte. Ltd.. Mr Gunara has

over 24 years of industry experience having worked with Haagtechno BV – Den Bosch in

Holland, Hagemeyer NV in Singapore, PT Indomarco Nusatrada, Indomarco International

and Kangaroo Industries in Los Angeles as well as PT Indoleather Swakarsa.

Mr Lim Hock SanNon-Executive Chairman and Independent Director

Mr Eugene Cho ParkExecutive Director and Chief Executive Officer

Mr Gianto GunaraExecutive Director

Board ofDirectors


Dr Tan is currently a senior corporate adviser holding directorships in various boards

including Stamford Land Corporation Ltd, Yeo Hiap Seng Ltd, Raffles Education Corporation

Ltd, PSA International Pte Ltd, Temasek Management Services (Chairman) and Sino-

Singapore Guangzhou Knowledge City Investment and Development Co Ltd (China).

He is also Chairman, International Advisory Panel of the Media Development Authority

of Singapore, and Nanyang Technological University’s New Media Peak of Excellence

Governance Coordinating Committee. He is a Senior Adviser of Salim Group, ZANA Capital,

Singbridge Corporate Pte Ltd, a Trustee of Bankinter Board of Innovation (Spain) and a

Principal Member of Green Finance Corporation. Dr Tan had 33 years of distinguished

service in the Singapore Civil Service holding various key appointments before completing

his term as a Permanent Secretary at the end of 2007. Dr Tan has held leadership roles

in various Singapore government ministries and statutory boards such as the Ministry of

Defence; National Computer Board; Economic Development Board; Singapore Tourism

Board; Ministry of Manpower; National Library Board and Ministry of Information,

Communications and the Arts.

BG (Ret) Chin is the Vice-President Director of PT Bintan Resort Cakrawala, Executive

Chairman of Bintan Resorts International Pte Ltd, Chairman of Bintan Resort Ferries,

and Director of PT Buana Megawisatama. He has served as a director on the boards of

Chartered Firearms Industries Pte Ltd from 1994 to 1996, Singapore Commuter Pte Ltd

from 1991 to 1993, and Vickers Capital Ltd from 1984 to 1990. BG (Ret) Chin was also

the Chairman of Singapore Pools (Pte) Ltd from 2002 to 2004, and Executive Director of

Singapore Discovery Centre Limited from 1996 to 2008. He is a recipient of the Singapore

Government Public Administration Medal (Silver) in 1983.

After leaving Price Waterhouse in 1986, Mr Foo joined the HSBC Group in the Trust and

Fiduciary Business. He was later seconded to HSBC Jersey C.I. for two years, where he

was promoted to Executive Director around 1990. Upon returning to Singapore in 1991, he

resumed responsibilities with the HSBC Investment Bank Group Private Banking and Trust

Services as an Executive Director and Head of Business Development. He has also held

positions as Executive Director and Chairman of the Exco of CAM International Holdings

Ltd., and CEO of Rotol Limited.

Mr Rivaie Rachman is presently the Independent Director of Riau Development Bank

and Surya Dumai Palmoil Plantation & Industry Group in Indonesia. He was also the Vice

Governor of Riau Province from 1994 to 1999; Head of Riau Economic Planning Board for

10 years; Head of Riau Investment Coordination Board for 6 years and President Director of

Riau Development Bank from 1965 to 1968.

Dr Tan Chin NamNon-Independent, Non-Executive Director

Mr Foo Ko HingIndependent Director

Mr Rivaie RachmanIndependent Director

BG (Ret) Chin Chow YoonNon-Executive Director



KeyExecutives


The Director of PT Bintan Resort Cakrawala responsible for the Group’s property development

business, which includes managing land sales and infrastructure development in Bintan. Mr

Adiwibowo joined the Group in 1984 holding positions in various departments including the

Joint Riau Development Project in 1994. Prior to that, he was Head of Sales and Marketing

in PT Wahana Inti Central Mobilindo and the Product/ Sales Manager of PT Indoturbine.

The General Manager of PT Bintan Inti Industrial Estate responsible for the planning,

development and growth of Bintan Industrial Estate as well as relationship management

among tenants, Bintan Industrial Estate and related agencies. Mr Alphonso joined

Sembcorp Parks Management Pte Ltd in 1994 as the Assistant General Manager for PT

Bintan Inti Industrial Estate. Prior to that, he held several staff and command appointments

in Singapore and overseas with the Singapore Armed Forces, where he rose to the rank of

Lieutenant-Colonel.

The Group Chief Financial Officer overseeing Corporate Services, Mr Choo joined the Group

in 2005 after holding various management positions in the SembCorp Group. He has over

20 years of finance experience, having held the positions of Vice-President of Finance at

Sembcorp Parks Management Pte Ltd and Sembcorp Parks Holdings Ltd, (now known as

Sembcorp Developments Ltd) Assistant Vice-President of Finance at Sembcorp Industries

and Accounts Manager with Singapore Precision Industries Pte Ltd.

The Deputy General Manager of PT Batamindo Investment Cakrawala and an engineer by

training. He has extensive experience in the power generation, transmission and distribution

industry, having been with Sembcorp Parks Management since 1995. Prior to that, Mr

Chow was General Manager of Indoor Stadium Singapore and Development Resources, a

subsidiary of PUB Singapore.

The Corporate Human Resource Senior Manager responsible for the Group’s strategic

human resource management. Mr Goh has been with the Group since 2004 after holding

managerial and supervisory positions in human resource with Island Leisure International

Pte Ltd, Delifrance Singapore Pte Ltd, The Coffee Bean & Tea Leaf (S) Pte Ltd, Rubycon

Singapore Pte Ltd and Pentex- Schweizer Circuits Ltd.

The General Manager of Bintan Resort Ferries Pte Ltd is responsible for the operation of

ferry services between Singapore and Bintan Resorts. Mr Koh joined Bintan Resort Ferries

Pte Ltd in 2007 and prior to this, he served as an Officer in the Republic of Singapore Navy

holding several key command and staff appointments, which included an attachment to the

Department of Peacekeeping Operations, United Nations, New York. He has a Bachelor of

Business Administration degree from the University of South Australia.

Gunawan Adiwibowo

Malcolm Alphonso

Choo Kok Kiong

Chow Yew Meng

Elfast Goh Eng Pheng

Sebastian Koh Kay Siang

23ANNUAL REPORT 2012 23ANNUAL REPORT 2012

Mr Mook joined PT Batamindo Investment Cakrawala in 2003 as Senior Finance Manager

and was subsequently promoted to the position of Assistant General Manager of the

Finance Division in the Industrial Park Group. He is responsible for the financial matters in

PT Batamindo Investment Cakrawala and PT Bintan Inti Industrial Estate. Mr Mook joined

SembCorp Parks Management in 1997 as the head of finance department in the Wuxi

Industrial Park, China. Prior to SembCorp Parks Management, he held finance related

positions in Informatics Holdings Ltd and Royal Selangor Pte Ltd.

The General Manager of PT Bintan Resort Cakrawala responsible for the day-to-day

management of Bintan Resorts. Mr Albel Singh joined the Group as Assistant General

Manager of PT Bintan Resort Cakrawala in 2002. Prior to that, Mr Albel Singh was with

Singapore’s Ministry of Home Affairs as Chief Training Consultant after 30 years of service

in the Ministry of Defence where he rose to the position of Brigade Commander holding the

rank of Lieutenant-Colonel.

The General Manager of PT Batamindo Investment Cakrawala responsible for the

organisation’s General Administration Division, Finance Division, General Affairs and

Human Resource Division. Mr Surjaatmadja has been seconded to the Group by Sembcorp

Parks Management Pte Ltd. since 1990. Before that, he was General Manager of PT Inti

Salim Perkasa, Manager of Finance and Control in Freeport Indonesia Incorporated as well

as lecturer at the Universitas Negeri Diponegoro in Indonesia.

The Executive Director and General Manager of PT Batamindo Executive Village responsible

for the management and operations of PT Batamindo Executive Village. Mr Wee joined

Sembcorp Parks Management Pte Ltd. in 1997 and has since been seconded to the Group.

He was previously the General Manager (Operations) of two Indonesian companies from

1994 to 1997. Prior to that, he was with the Ministry of Defence from 1991 to 1994, after

having worked in various command staff and instructional appointments in the Singapore

Armed Forces from 1967 to 1991 where he rose to the rank of Colonel.

Mook Sooi Wah

Albel Singh

Johannes Sulistijawan Surjaatmadja

Wee Guan Yak


Company registration number200303179Z

Registered office991A Alexandra Road #02-06/07Singapore 119969

DirectorsLim Hock San (Non-Executive Chairman and Independent Director)Eugene Cho Park (Executive Director and Chief Executive Officer)Gianto Gunara (Executive Director)Dr Tan Chin Nam (Non-Executive Director)BG (Ret) Chin Chow Yoon (Non-Executive Director)Foo Ko Hing (Independent Director)Rivaie Rachman (Independent Director)

Audit committeeLim Hock San (Chairman)Foo Ko HingRivaie Rachman

Nominating committeeRivaie Rachman (Chairman)Lim Hock SanBG (Ret) Chin Chow YoonFoo Ko Hing

Remuneration committeeLim Hock San (Chairman)Foo Ko HingRivaie Rachman

Joint company secretariesChoo Kok KiongFoo Soon Soo - Resigned on 4 March 2013Prisca Low Yim Leng - Resigned on 4 March 2013

Share registrarKCK CorpServe Pte. Ltd.333 North Bridge Road #08-00KH KEA BuildingSingapore 188721

Principal bankersUnited Overseas Bank LimitedStandard Chartered Bank LtdPT Bank CIMB Niaga Tbk

Independent auditorFoo Kon Tan Grant Thornton LLPCertified Public Accountants47 Hill Street #05-01Singapore Chinese Chamber of Commerce &Industry BuildingSingapore 179365Partner-in-charge : Kon Yin TongDate of appointment : Since financial periodended 31 December 2008

Corporate Information


STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors of Gallant Venture Ltd. (the “Company”), is committed to high standards of corporate governance and has adopted the corporate governance practices contained in the Code of Corporate Governance (“Code”) so as to ensure greater transparency and protection of shareholders interests. This statement outlines the main corporate

BOARD MATTERS

The Board has formed Board Committees namely the Audit Committee, the Nominating Committee and the Remuneration

Board

4 4 2

Mr Lim Hock San 4 4 -Mr Eugene Cho Park 4 4* - -Mr Gianto Gunara 2 2* - -Dr Tan Chin Nam 4 4* - -Ms Low Sin Leng # 4 4BG (Ret) Chin Chow Yoon - -Mr Foo Ko Hing 4 4 2Mr Rivaie Rachman 4 4

* Attended the meeting as invitee

periodical reviews, provision of guidance and advice on various matters relating to the Group.



4. Dr Tan Chin Nam Non-Executive Director5. BG (Ret) Chin Chow Yoon Non-Executive Director

Nominating Committee to ensure that the Board has the appropriate mix of expertise and experience, and collectively possess the necessary core competencies for effective functioning and informed decision-making.

Report .

of the Company.



• Chairing meetings on key strategic development and investment plans;

• Preparing meeting agenda (in consultation with the CEO and CFO);

• Assisting in ensuring the Company is in compliance with the Code; and

safeguards in place against having a concentration of power and authority in a single individual.

are implemented.

• BG (Ret) Chin Chow Yoon Non-Executive Director

The primary function of the NC is to determine the criteria for identifying candidates and reviewing nominations for the

Board.

of at least once every three years.

independence in the Code, and has determined that they are independent.



The NC has reviewed and evaluated the performance of the Board as a whole, taking into consideration the attendance

of the Board.

records and information.

The Board has separate and independent access to the Company Secretaries and to other senior management executives of the Company and of the Group at all times in carrying out their duties. The Company Secretaries attend all Board meetings and meetings of the Committees of the Company and ensure that Board procedures are followed and that

Board.



in respect of his remuneration package.

(a) To recommend to the Board a framework for remuneration for the Directors and key executives of the Company;

(c) To review the appropriateness of compensation for Non-Executive Directors.

contracts with the Company.

GALLANT VENTURE LTD.


Fee % % % % %

Eugene Cho Park65 - -

Gianto GunaraExecutive Director 67 - -

BG (Ret) Chin Chow YoonNon-Executive Director 9 - -

Lim Hock SanNon-Executive Chairman and

- - -Dr Tan Chin Nam Non-Executive Director - - -Foo Ko Hing

- - -Rivaie Rachman

- - -

Fee % % % % %

Choo Kok Kiong 65 - 2

65 -Malcolm Alphonso 74 -Chow Yew Meng 76 - 5Wee Guan Yak 75 - 9

ANNUAL REPORT 2012


(d) To review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations;

(e) To make recommendations to our Board on the appointment, re-appointment and removal of the external auditor;

from time to time on matters arising;



voting on any resolutions in respect of matters he is interested in.

The AC has full access to and co-operation of the Management and has full discretion to invite any Director or Executive

Thornton LLP (“FKTGT”), registered with the Accounting and Corporate Regulatory Authority, as the external auditors of

the Annual Report.

ANNUAL REPORT 2012


The Company has engaged PricewaterhouseCoopers as its internal auditors. The internal auditors reports directly to the Chairman of the Audit Committee on all internal audit matters.

procedures are complied with;

Company.

(d) Notices of and explanatory memoranda for AGM and extraordinary general meetings (“EGM”); and

which shareholders can access information on the Group.

shareholders.



within permitted trading period.

PT Herwido Rintis -PT Asuransi Central Asia - 625

-PT Adhya Tirta Batam - 2,588SALES

-PT Straits CM Village -Mr. Lim Chun Suang -

-

ANNUAL REPORT 2012

DIRECTORS’ REPORTFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012



ANNUAL REPORT 2012



STATEMENT BY DIRECTORSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

ANNUAL REPORT 2012

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GALLANT VENTURE LTD..


INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GALLANT VENTURE LTD..

ANNUAL REPORT 2012

STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2012


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

ANNUAL REPORT 2012

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012


CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012


CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012


NOTES TO THE FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012









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Class of Shares OrdinaryVoting Rights One vote per share

% %

2,755 55.95 7.44

NAME %

2 SEMBCORP DEVELOPMENT LTD

456 59,742,252 2.48789

Exchange Securities Trading Limited is complied with

STATISTICS OF SHAREHOLDINGSAS AT 20 MARCH 2013


STATISTICS OF SHAREHOLDINGSAS AT 20 MARCH 2013

--

Eugene Cho Park Edan Cho Park -

(2) --

(4) - (5) -

(6) -Anthoni Salim (7) -

SDL (8)(9) - (8) -

(8) -

capital of PV Fund. Eugene Cho Park and Edan Cho Park hold the entire issued share capital of PCM. PV Fund, PCM, Eugene

has an interest.

(2)

(4)

(5)

(6)

(7)

(8)

(9)


NOTICE OF ANNUAL GENERAL MEETING

Mr Lim Hock San will, upon re-election as Director of the Company, remain as Chairman of the Board of

Directors. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. He will also remain as Chairman of the Audit Committee and of the Remuneration Committee and a member of Nominating Committee

Company”.

Mr Rivaie Rachman will, upon re-appointment as Director of the Company, remain as a member of the Audit Committee. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. He will continue as the Chairman of the Nominating Committee and a member of the Remuneration Committee.

remuneration.

6. Authority to allot and issue shares

ANNUAL REPORT 2012

into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors

authority contained in this resolution),

where shareholders of the Company (“Shareholders”) are not given the opportunity to participate in the same

(ii) new Shares arising from exercising share options or the vesting of share awards which are outstanding

(See Explanatory Note 1)



Person Transactions as set out in the Appendix to this Notice of Annual General Meeting (the “Appendix”), with

transactions are made on normal commercial terms and are in accordance with the review procedures for

whichever is earlier;


8. Renewal of the Share Purchase Mandate

Companies Act,

Purchase Mandate”);


ANNUAL REPORT 2012

the Directors of the Company at any time and from time to time during the period commencing from the date of

(i) the date on which the next Annual General Meeting of the Company is held;

“Company (excluding any Shares which are held as treasury shares) as at the date of the passing of this Resolution; and

“

“

period;

“

“ ” means the day on which the Company announces its intention to make an

“




BY ORDER OF THE BOARD

Choo Kok KiongCompany Secretary

unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date

the Listing Manual of the Singapore Exchange Securities Trading Limited. Please refer to the Appendix to this Notice of Annual General Meeting for more information.

purchase its own shares. Please refer to the Appendix to this Notice of Annual General Meeting for more information.

attorney.


”)

%

%

General Meeting (“

For

To receive and adopt the Audited Financial Statements, Reports of Directors and Auditors for

2.

To re-elect Mr Lim Hock San as a Director.

4. To re-elect Dr Tan Chin Nam as a Director.

5. To re-appoint Mr Rivaie Rachman as a Director.

6. To re-appoint Foo Kon Tan Grant Thornton LLP as Auditors and to authorise the Directors to

7.

8.

9. To approve the renewal of the Share Purchase Mandate.

(a) CDP Register

____________________________________

* Delete accordingly

PROXY FORM


5. The instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which

Meeting.

fold here

The Company Secretary

fold here

Annual General Meeting.

Stamp

Gallant Venture Ltd991A Alexandra Road #02-06/07, Singapore 119969

Tel: (65) 6389 3535 Fax: (65) 6396 7758

www.gallantventure.com

Gallant Venture Ltd991A Alexandra Road #02-06/07, Singapore 119969

Tel: (65) 6389 3535 Fax: (65) 6396 7758

Documents

Annual Report 2012 - Gallant Venture Ltd.gallantventure.listedcompany.com/misc/ar2012/ar2012.pdf · 100 Notice of Annual General Meeting Proxy Form. ANNUAL REPORT 2012 1 ... changing