Download pdf - Annual Report 2011 - Gallant Venture Ltd.gallantventure.listedcompany.com/misc/ar2011.pdf · engineering, pharmaceuticals and ... of approximately 647,000 square meters. ... Gallant

A n n u a l R e p o r t 2 0 1 1

ContentsContents 01 About Us

03 Our Presence

04 Our Core Businesses

12 Letter to Shareholders

14 Business Review

16 Financial Review

18 Corporate Structure

19 Financial Highlights

20 Board of Directors

22 Key Executives

24 Corporate Information

25 Statement of Corporate Governance

36 Directors’ Report

39 Statement by Directors

40 Independent Auditors’ Report

42 Statement of Financial Position

43 Consolidated Statement of Comprehensive Income

44 Consolidated Statement of Changes in Equity

45 Consolidated Statement of Cash Flows

47 Notes to the Financial Statements

107 Statistics of Shareholdings

109 Notice of Annual General Meeting

Proxy Form

A Spectrum of Opportunities

Gallant 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.

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.

About Us

Gallant Venture Ltd. 2011 Annual Report 01

Our Presence

BATAMINDO EXECUTIVE VILLAGE

SINGAPORE

BATAM

BATAMINDO INDUSTRIAL PARK

Our Presence

BINTAN

BINTAN RESORTS

BINTAN INDUSTRIAL ESTATE

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, a

blossoming economy and a current population of over 1.8 million.

00 2011 Annual Report Gallant Venture Ltd.4 2011 Annual Report - Gallant Venture Ltd

4


UtilitiesOur Utilities Business is one of our four core business segments. We are an important utilities service provider in the Riau Archipelago, providing electricity, telecommunications, clean drinking water, telecommunications and waste management services in Bintan and Batam islands from our locations at the Batamindo Industrial Park, Bintan Industrial Estate and Bintan Resorts.

Investments in our utilities infrastructure are significant, with a book value in excess of S$435 million. We have in operation 29 generators and 3 water treatment plants as well as two large reservoirs, which are able to produce, over 160MW of electrical power and 25,000 cubic meters per day of clean water for our customers.

Our power generation facilities are designed to manage system redundancy and cope with potential surges in electricity consumption. Our stand-by generating capacity is able to generate up to 30% of installed capacity. In addition, we maintain a strategic reserve of fuel which is sufficient for 15 to 60 days of normal production. These back-up facilities ensure uninterrupted power supply in emergencies and ultimately provide peace of mind for our tenants.

1

6 2011 Annual Report - Gallant Venture Ltd

Industrial ParksSuccessfully establishing and operating the Batamindo Industrial Park in Batam and the Bintan Industrial Estate in Bintan, we offer the convenience of a one-stop manufacturing environment with easy access to Singapore’s infrastructure and logistics network.

Our industrial parks offer competitively-priced leases and comprehensive services, including manpower resources and integrated supply chain services ranging from logistics and transshipment, to housing and entertainment. Leveraging on our reputation, we have attracted a diverse tenant mix comprising businesses in the semiconductor, electronics, precision engineering, pharmaceuticals and resource-intensive industries. These parks encompass a total ready-built factory area of approximately 647,000 square meters.

Complementing these manufacturing advantages, Gallant Venture also offers residential, recreational and medical amenities for tenants and workers. Executives in Batam and Bintan are provided resort-style accommodation in the Batamindo Executive Village and condominiums and bungalows in the Bintan Inti Executive Village respectively. Recreational facilities are offered at the SouthLinks Country Club in Batam and at the various resort amenities in Bintan.

Our Batamindo Industrial Park is the first industrial park in the Asia-Pacific to be certified ISO 9001:2000 and ISO 14001, in recognition of its cost-effectiveness, efficiency and environmentally-friendly nature.

2



8


Resort OperationsWe have been managing and operating the 3,000 hectare Bintan Resorts for more than 10 years. Located less than an hour from Singapore, Bintan Resorts is a popular tropical resort destination among both Asian and international travelers. With its pristine beaches and picturesque scenery, it is home to famous resorts such as Banyan Tree, Club Med and award-winning gold courses.

As master developer, we undertake the overall planning, development, marketing and operations of Bintan Resorts. This includes providing integrated support facilities and services to all the hotels and resorts within Bintan Resorts.

Our comprehensive services range from ferry services and ferry terminal operations, to property rental, worker accommodation and fire fighting; security; vector monitoring; environment and medical support services. We also conduct estate management and township maintenance such as road maintenance and drainage as well as operate a 24-hour crisis center.

3



Property DevelopmentOur Property Development Business is focused on master planning and developing our 18,000 hectare landbank in Bintan. We believe that ultimately Bintan can provide a perfect sub-urban endroit in which 21st century citizens can combine work/live/play in an ecologically self-sustaining environment.

Within our Lagoi Bay Development (LBD), a 1,300 hectare plot of prime land set on a 6km white sand bay, and boasting some of the most spectacular shorelines in Bintan, we have made progress building our Lagoi Bay Village (LBV). On completion, it will house over 150 new businesses, 10 new hotel properties, condominiums and housing compounds, adding over 3,000 keys to Bintan Resorts’ current 1,300 key count. With 5 hotels and 2 housing projects already confirmed and under development, LBV will lead the rebranding of Bintan from weekend holiday destination, to a place where the full time live/play/work equation is irresistible.

4

Dear Fellow Shareholders,

2011 was a building year for us, as the economies

in Asia grew and our customers continued to slowly

recover from the effects of the financial crisis in 2008-

2009. Our businesses had mixed results as compared

to 2010 but we are well placed for taking advantage of

the global economic recovery that is slowly but surely

beginning to take place.

UTILITIES

Our Utilities business continues to be our largest

business, generating over 56% of our revenues.

Utilities revenues fell almost 5% on the back of lower

demand in the second half of the year as a result of the

major supply chain disruptions caused by the 2011

Japan tsunami and Thailand flooding. On our right is

a chart illustrating our tenant’s electricity demand in

kwh comparing 2010 and 2011 which is a good proxy

for our overall Utilities business.

The most salient point, however, is that around $14.6 million of the $20.4 million of sales recognized were contracts that were signed in 2011 – in other words, the time lag between contract and recognition of sales to our accounts has finally shrunk, and we can look forward to more timely recognition of new sales going forward.

Letter to Shareholders

Mr Lim Hock San

Non-Executive Chairman

Independent Director

Mr Eugene Park

Chief Executive Officer

Executive Director

INDUSTRIAL PARKS

Our Industrial Parks business continues to be the second largest revenue generator with just over 22% of our revenues. We

welcomed a number of new tenants from new industries to our Parks in 2011, and we believe that the refocused marketing

efforts will lead to a rebranding of our Parks to attract new and different industries to take advantage of Indonesia and Bintan’s

fundamental competitive advantages.

12 2011 Annual Report Gallant Venture Ltd.

Overall revenues fell around 2% versus 2010 due to slightly

lower overall occupancy levels (80.7% versus 81.6% in 2010)

and lower average rental rates. However we were able to

improve contribution from a net loss of $7.4 million in 2010

to a net loss of $4.2 million in 2011 through cost controls,

reduced operating expenses, and a one-off tax adjustment

of over $1.1 million. This improved position, combined with

renewed marketing efforts and new incoming manufacturing

clusters, portends an improving outlook for the Industrial Parks

business in 2012.

RESORTS

Our Resorts business improved in 2011 as compared to

2010, increasing revenues by over 12% to $23.7 million.

Tourist arrivals to Bintan Resorts increased by 8% to 470,470

passengers, and a significant improvement in the contribution

numbers reduced the loss from $8.4 million in 2010 to $6.6

million in 2011. One of the significant contributors to the

improved numbers was the increasingly popular Emerald Class

premium product on our ferries. Bintan Resorts has benefited

from a significant increase of tourist arrivals from Asia and

an increasingly adventurous domestic travel business. We

continue to be optimistic about the business and the first

month of 2012 has been one of the best months ever.

PROPERTY DEVELOPMENT

Our Lagoi Bay project continues to evolve, and we recommend

you take a trip to Bintan to investigate for yourself. The

curvilinear ambulatory park surrounding the lake is a calm

and peaceful place to walk in the morning and evening with

the backdrop of first growth jungle on the southern side of

the lake. The pedestrian zone including the shopping mall

is substantially completed and is expected to open in the 2nd

half of 2012. A new condominium/service apartment/hotel

project has broken ground just to the south of the mall, and

has sold over 50% off plan in the first two months.

Our new master plan, developed by the world renowned Dr

Alfonso Vegara, including zoning for 3 new Lagoi Bay type

developments (called Pueblos Touristicas by Dr Vegara) will

be presented to the public at the Center for Livable Cities

Conference in April, and has already generated interest from

European developers looking to participate in large scale

developments in Bintan.

Sales continue to gain traction with over $20 million in sales

recognized in 2011, and an increasing order book as well. Net

contribution fell to $9.8 million in 2011 on sales recognition of

$20.4 million. This is a decline from the $20.3 million in 2010

when we had the first of the Lagoi Bay sales recognized, but

represents a combination of both order book fulfillment and new

sales. The most salient point, however, is that around $14.6

million of the $20.4 million of sales recognized were contracts

that were signed in 2011 – in other words, the time lag between

contract and recognition of sales to our accounts has finally

shrunk, and we can look forward to more timely recognition of

new sales going forward.

PT SILO

In the 4th quarter of 2011 we converted into equity our

convertible bonds in PT SILO, and as a result have recognized

$0.7 million of contribution through equity accounting. PT SILO

will become a significant contributor to our results in 2013/2014

when their new iron ore processing facility is completed, and we

are extremely pleased with the results to date.

LAO XI MEN

Our Shanghai project has made progress, and Phase One is

expected to be ready for sale to the public in Q1 2013. While

the overall China property market has retreated, our investment

in Lao Xi Men is well positioned, with a low carrying cost, and

we look forward to a very significant contribution to our results

in the future.

Overall, while our results have declined from 2010, we believe

that our investments in our growth businesses of Property

Development and Resorts, as well as our investments in PT

SILO and Lao Xi Men, will make very significant contributions to

our results in the coming years, while our Utilities and Industrial

Parks businesses will continue to provide the backbone

on which our company was formed. We thank you for your

continued support and hope to see you soon at our Annual

General Meeting of Shareholders.

Sincerely,

Lim Hock San

Non-Executive Chairman

Eugene Park

Chief Executive Officer


FINANCIAL YEAR 2011

Year 2011 witnessed a deepening Sovereign debt and macro-economic crisis in Europe, slower than expected recovery in USA and worries of economic slowdown in China. In Asia, natural disasters in Japan and Thailand have affected supply chains in the region. With continued uncertainties in Europe and USA, Asia has become the focus for Foreign Direct Investment.

Our industrial parks experienced tough competition and our industrial space rental rates remain depressed. Towards late 2011, the Group saw increased enquiries on relocation or co-location of manufacturing facilities to South Asia. With our long track record and established market position in Riau, the Group is confident of benefiting from the shift of production facilities to the region.

The earthquake and tsunami in Japan and floods in Thailand have severely affected our industrial tenants’ supply chain. Production in 2Q and 3Q 2011 was

noticeably lower and has affected electricity consumption during the period and accordingly affected our utilities division. This division remains profitable and is experiencing healthy recovery from the slowdown towards end-FY2011.

Our property development division continues to gain traction with delivery of approximately S$20.4 million of land sales and a target to bring Phase One of Lagoi Bay Development to completion by end-FY2012. With key infrastructure coming to completion and upcoming resort developments, the Group hopes to continue the momentum in delivery of more land sales in the near future. As at December 2011, progress of key Lagoi Bay Development projects is as follows:

• Lagoi Bay Development

Business Review


Key infrastructures (such as roads, central lake, landscaping and parcelisation) are near completion with several hotel investors starting development of their hotel properties. Phase One of the development is expected to be completed by late FY2012.

• Lagoi Bay Village

• Residential Sites – Pantai Indah

Opening of Bintan Resort Ferries Emerald Lounge at Tanah Merah Ferry Terminal

With the opening of the Emerald Lounge in May 2011 at Tanah Merah Ferry Terminal, visitors to Bintan Resorts enjoy seamless connection between Singapore and Bintan and enhance their travel experience with exclusive use of the lounge.

At the lounge, passengers can enjoy complimentary refreshments and internet access in pleasant surroundings while the young ones can be kept entertained in the children’s play area. Buggy services are available to all Emerald class passengers. These added services were well received and we saw 22% increase in Emerald class traveling from 2010’s.

PT SILO

In the 4th quarter of 2011, we began to equity account PT SILO’s financials. The management expects PT SILO to contribute positively to the Group in the coming years.

Lao Xi Men

Our Shanghai project is progressing as planned. Phase One, consisting mainly of residential units, is expected to be ready for sale by late 2012 with project completion by 1st half of 2014. Phase Two of the project, a mixture of commercial and residential units, is expected to be completed by FY2015.

GOING FORWARD

The Group will continue to focus on the growth of Bintan Resort, capitalizing on our existing assets while our other investments yield significant results in future.


The superstructures of the two anchor malls and the village are completed. The management expects to complete the malls and its support infrastructure (such as roads, landscaping and pedestrian walkway) by 2nd half of 2012 and open them to public access during the same period.

With the opening of the Emerald Lounge in May 2011 at Tanah

Merah Ferry Terminal, visitors to Bintan Resorts enjoy seamless

connection between Singapore and Bintan and enhance their

travel experience with exclusive use of the lounge.

The superstructures of several beachfront villas are completed. Works on exterior, mechanical, electrical and plumbing are progressing well and we expect to complete them by end-2012. The Phase One is expected to be ready for occupancy by late FY2012 or early FY2013.

For the financial year ended 31 December 2011, The Group’s FY2011 revenue was S$203.4 million, which was 7.6% lower than FY2010’s S$220.1 million. The decrease was mainly due to lower land sales, S$20.4 million as compared to FY2010’s S$33.3 million, recognized in FY2011. Utilities business segment continued to be the largest revenue contributor, with sales amounting to S$114.1 million. The industrial park and resort operation registered S$45.1 million and S$23.8 million revenue respectively.

The Group’s Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) was S$68.6 million as compared to S$76.1 million in FY2010. Contributions from our four business segments were S$31.2 million from utilities, S$27 million from industrial parks, S$11.3 million from property development and S$2.9 million from resort operations.

The Group’s net profit attributable to shareholders for FY2011 was S$8.3 million as compared to FY2010’s S$9.3 million. Lower net profit was mainly due to provision for doubtful debts and fair value accounting of foreign currency denominated financial assets.

Basic and diluted EPS during the period under review were 0.34 cents per share and the Group’s Net Asset Value (“NAV”) per share as at 31 December 2011 was 51.94 cents.

UTILITIES

Our utilities business registered lower revenue of S$114.1 million as compared to FY2010’s S$119.6 million. This was mainly due to lower power consumption as the result of major supply chain disruptions caused by the 2011

Financial Review


Japan tsunami and floods in Thailand. Accordingly, electricity generation decreased by approximately 6%. Coupled with the higher fuel and gas cost, profit contribution from the Utilities segment has decreased from S$12.1 million to S$9.3 million.

INDUSTRIAL PARKS

The Group continues to offer competitive rental packages to remain competitive in the industrial rental space. Industrial Parks’ reported revenue of S$45.1 million, which was 2% lower than previous year’s S$46.1 million but was substantially mitigated by lower operating cost control / reduction measures and a one-off corporate tax credit of S$1.1 million. Accordingly, the Industrial Parks division registered lower segmental loss of S$5.3 million in FY2011 as compared to FY2010’s S$7.4 million segmental profit.

RESORTS

Bintan Resorts continues to benefit from higher tourist arrivals through Singapore and noticeable higher domestic travel. This year, tourist arrivals increased from FY 2010’s 433,674 visitors to 470,470 in FY 2011, representing an 8.5% improvement. Increased tourist arrival contributed positively to our ferry and resorts support services, representing a 14% improvement from FY2010’s.

PROPERTY DEVELOPMENT

Our property development business continues to deliver land titles to property investors as our Lagoi Bay Development is progressing towards completion. The Group recognized S$20.4 million of land sales with net profit of approximately S$10.9 million in FY2011.

L-R: Ferry, Artist’s impression of Lagoi Bay Village

Basic and diluted EPS during the period under review were

0.34 cents per share and the Group’s Net Asset Value

(“NAV”) per share as at 31 December 2011 was 51.94 cents.


Gallant Power & Resources LimitedAssociate

Batamindo Medical Management Pte. LtdSubsidiary

PT Soxal Batamindo Industrial GasesAssociate

Batamindo Carriers Pte Ltd

Associate

36%

30%

49%

100%

Starhome Limited

Subsidiary

100%

Win Field Limited

Subsidiary

100%

Treasure Home Limited

Subsidiary

100%

Crystal Grace International Limited Subsidiary

100%

Golf View Limited

Subsidiary

100%

Verizon Resorts Limited

Subsidiary

100%

Subsidiary

100% Batamindo Investments (S) Ltd Subsidiary

100%

PT Surya Bangunpertiwi

Subsidiary

100%

PT Suakajaya Indowahana

Subsidiary

100%

PT Buana Megawisatama

Subsidiary

100%

90.74%

PT Bintan Resort Cakrawala Subsidiary

86.77%

PT Bintan Inti Industrial Estate Subsidiary 100%

PT Batam Bintan Telekomunikasi Subsidiary 95%

PT Batamindo Executive Village Subsidiary 60%

PT Batamindo Investment Cakrawala Subsidiary

Bintan Resort Ferries Private Limited Subsidiary

100%

Corporate Structure


Financial Highlights

Bintan Resorts International Pte. Ltd.

Financial Highlights


FY2010 FY2010 FY2009Statement of Comprehensive Income(in S$ million) Revenues 220.1 184.8Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 76.1 54.1Earnings Before Interest and Tax (EBIT) 20.7 (2.7)Earnings/(Loss) After Tax Attributable to Shareholders 9.3 (10.5) Segmental Revenue(in S$ million)Utilities 119.6 117.0Industrial Parks 46.1 47.6Resorts 21.1 20.2Property Developments 33.3 -

EBITDA by segment(in S$ million)Utilities 35.4 38.4Industrial Parks 24.8 25.2Resorts 1.1 (2.4)Property Developments 22.4 (4.0)Corporate (7.6) (3.1)9.97Statement of Financial Position(in S$ million)Cash and Cash Equivalents (include restricted cash) 160.4 118.7Investment Properties 253.7 276.6Land and Other Inventories 569.6 564.0Trade and Other Receivables 44.5 43.2Total Assets 1,724.9 1,448.2Total Borrowings 336.4 91.0Shareholders’ Equity 1,245.4 1,236.0

Cash Flow(in S$ million)Net Cash generated from Operating Activities 80.7 67.4Net Cash used in Investing Activities (284.3) (43.6)Net Cash generated from Financing Activities 245.3 16.5Net Increase in Cash and Cash equivalents 41.7 40.3

CONSOLIDATED CAPITAL EXPENDITURES 5.1 Debt-to-Equity Ratio (Gross Debt) 27.0% 7.4%Debt-to-Equity Ratio (Net Debt) 14.1% (2.2%)EBITDA Margin 34.6% 29.3%Return on Equity 0.75% (0.85%)Return on Assets 0.98% 0.73%

Stock Information(in S$ except as indicated) 0.480 0.315Market Capitalisation as at 31 December (S$’ billion) 1.182 0.760NAV per Share (cents) 51.62 51.23Earnings/(Loss) per Share - basic and diluted (cents) 0.39 (0.44)

FY2010 FY2011 FY2009Statement of Comprehensive Income(in S$ million) Revenues 203.4 184.8Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 68.6 54.1Earnings Before Interest and Tax (EBIT) 13.8 (2.7)Earnings/(Loss) After Tax Attributable to Shareholders 8.3 (10.5) Segmental Revenue(in S$ million)Utilities 114.1 117.0Industrial Parks 45.1 47.6Resorts 23.8 20.2Property Developments 20.4 -

EBITDA by segment(in S$ million)Utilities 31.2 38.4Industrial Parks 27.0 25.2Resorts 2.9 (2.4)Property Developments 11.3 (4.0)Corporate (3.7) (3.1)9.97Statement of Financial Position(in S$ million)Cash and Cash Equivalents (include restricted cash) 95.1 118.7Investment Properties 232.4 276.6Land and Other Inventories 580.5 564.0Trade and Other Receivables 45.0 43.2Total Assets 1,646.1 1,448.2Total Borrowings 257.7 91.0Shareholders’ Equity 1,253.1 1,236.0

Cash Flow(in S$ million)Net Cash generated from Operating Activities 19.1 67.4Net Cash used in Investing Activities (5.6) (43.6)Net Cash generated from Financing Activities (78.8) 16.5Net Increase in Cash and Cash equivalents ( (65.3) 40.3

CONSOLIDATED CAPITAL EXPENDITURES 4.9 6.9Debt-to-Equity Ratio (Gross Debt) 20.6% 7.4%Debt-to-Equity Ratio (Net Debt) 13.0% (2.2%)EBITDA Margin 33.7% 29.3%Return on Equity 0.66% (0.85%)Return on Assets 0.50% 0.73%

Stock Information(in S$ except as indicated) 0.240 0.315Market Capitalisation as at 31 December (S$’ billion) 0.579 0.760NAV per Share (cents) 51.94 51.23Earnings/(Loss) per Share - basic and diluted (cents) 0.34 (0.44)

Income Statement(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 Equivalents Investment Properties Land and Other Inventories Trade and Other Receivables Total Assets Total Borrowings Shareholders’ Equity

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

Financial RatiosCurrent Ratio Debt-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-end Market Capitalisation as at 31 December (S$’ billion) NAV per Share (cents) Earnings per Share - basic and diluted (cents)

Board of Directors

MR LIM HOCK SAN

Non-Executive Chairman and Independent Director

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 Ascendas Pte Ltd and

National Council on Problem Gambling, and also a board

director of Keppel Corporation Limited, 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.

MR EUGENE CHO PARK

Executive Director and Chief Executive Officer

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 GIANTO GUNARA

Executive Director

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, Bintan Resort Development Corporation Pte

Ltd and BRF Holidays 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.

DR TAN CHIN NAM

Non-Independent, Non-Executive Director

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 as well as Chairman,

International Advisory Panel of the Media Development

Authority of Singapore, and Temasek Management Services.

He is a Senior Adviser of Salim Group, Litmus Group and

Hexagon Development Advisers, 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.


MS LOW SIN LENG

Non-Executive Director

Ms Low is the Executive Chairman of Sembcorp Development

Ltd (formerly Sembcorp Industrial Parks) and concurrently,

the Senior Executive Director of Sembcorp Industries Ltd.

She spearheads the development of Sembcorp’s Integrated

Urban Development business and is also actively involved in

Sembcorp Group’s activities in Vietnam, China and Indonesia.

Ms Low is the Vice-President Director of both PT Batamindo

Investment Cakrawala and PT Bintan Inti Industrial Estate and

the President Director of PT Batamindo Executive Village. She

is a Singapore Representative to the ASEAN Business Advisory

Council and the Chairman of Network Indonesia.

Prior to joining Sembcorp, she was the Executive Vice President

of Singapore Power and had served 20 years in the Singapore

Government Administrative Service holding several senior

positions in the Ministries of Finance, Trade & Industry and

Education.

A Singapore President’s Scholar, she holds a Master of Business

Administration (High Distinction) from the Catholic University of

Leuven, Belgium; a Bachelor of Engineering (Distinction) from

the University of Alberta, Canada; and has completed Harvard

Business School’s Advanced Management Program in the USA.

BG (RET) CHIN CHOW YOON

Non-Executive Director

BG (Ret) Chin is the Vice-President Director of PT BRC,

Executive Chairman of Bintan Resorts International Pte Ltd,

Chairman of Bintan Resort Ferries, and Director of PT BMW. 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.

MR FOO KO HING


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.

MR RIVAIE RACHMAN


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.


GUNAWAN ADIWIBOWO

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.

MALCOLM ALPHONSO

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.

CHOO KOK KIONG

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 19 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.

CHOW YEW MENG

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.

ELFAST GOH ENG PHENG

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.

Key Executives


SEBASTIAN KOH KAY SIANG

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.

MOOK SOOI WAH

Mr Mook joined PT Batamindo Investment Cakrawala in 2003

as Senior Finance Manager and he 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.

ALBEL SINGH

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.

JOHANNES SULISTIJAWAN SURJAATMADJA

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.

WEE GUAN YAK

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.



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)Low Sin Leng (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)Low Sin Leng Foo Ko HingRivaie Rachman

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

Remuneration committeeLim Hock San (Chairman)Foo Ko HingRivaie Rachman

Corporate Information

Joint company secretariesChoo Kok KiongFoo Soon SooPrisca Low Yim Leng

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

Principal bankers Standard Chartered Bank LtdUnited Overseas Bank Limited

Independent auditor Foo 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 period ended 31 December 2008

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 governance practices that were in place throughout the fi nancial year.

BOARD MATTERS

The Board’s Conduct of its Affairs

Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

The primary role of the Board is to protect and enhance long-term shareholders’ value. It sets the corporate strategies of the Group, sets directions and goals for the Management. It supervises the Management and monitors performance of these goals to enhance shareholders’ value. The Board is responsible for the overall corporate governance of the Group.

Regular meetings are held to deliberate the strategic policies of the Company including signifi cant acquisitions and disposals, review and approve annual budgets, review the performance of the business and approve the public release of periodic fi nancial results.

The Board has formed Board Committees namely the Audit Committee, the Nominating Committee and the Remuneration Committee to assist in carrying out and discharging its duties and responsibilities effi ciently and effectively.

These Committees function within clearly defi ned terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness of each Committee is also constantly reviewed by the Board.

The following table discloses the number of meetings held for Board and Board Committees and the attendance of all Directors for the fi nancial year ended 31 December 2011: -

Board Audit CommitteeRemuneration

CommitteeNominatingCommittee

Number of meetings held 4 4 1 1

Name of Directors Number of meetings attended

Mr Lim Hock San 3 4 1 1

Mr Eugene Cho Park 4 4* 1* 1*

Mr Gianto Gunara 3 3* – 1*

Dr Tan Chin Nam 4 4* – –

Ms Low Sin Leng 4 4 1* 1*

BG (Ret) Chin Chow Yoon 3 3* – 1

Mr Foo Ko Hing 3 3 1 1

Mr Rivaie Rachman 4 4 1 1

* Attended the meeting as invitee

The Nominating Committee held a meeting in February 2011 to recommend to the Board the re-election of Directors for the fi nancial year ended 31 December 2011.



While the Board considers Directors’ attendance at Board meetings to be important, it should not be the only criterion to measure their contributions. It also takes into account the contributions by board members in other forms including periodical reviews, provision of guidance and advice on various matters relating to the Group.

Board Composition and Balance

Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision making.

As at the date of this Report, the Board of Directors (the “Board”) comprises eight members, of whom three are Non-Executive and three are Independent Directors:

1. Mr Lim Hock San Non-Executive Chairman and Independent Director

2. Mr Eugene Cho Park Executive Director and Chief Executive Offi cer

3. Mr Gianto Gunara Executive Director

4. Dr Tan Chin Nam Non-Executive Director

5. Ms Low Sin Leng Non-Executive Director

6. BG (Ret) Chin Chow Yoon Non-Executive Director

7. Mr Foo Ko Hing Independent Director

8. Mr Rivaie Rachman Independent Director

The criterion for independence is based on the defi nition given in the Code of Corporate Governance (“Code”). The Board considers an “Independent” Director as one who has no relationship with the Company, its related companies or its offi cers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent judgment of the conduct of the Group’s affairs. The independence of each Director is reviewed annually by the Nominating Committee, based on the defi nition of independence as stated in the Code.

The Board is of the view that the current Board members comprise persons whose diverse skills, experience and attributes provide for effective direction for the Group. The composition of the Board will be reviewed on an annual basis by the 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.

Key information regarding the Directors is given in the ‘Board of Directors’ section of the Annual Report.

Particulars of interests of Directors who held offi ce at the end of the fi nancial year in shares, debentures, warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries) are set out in the Directors’ Report .

Chairman and Chief Executive Offi cer

Principle 3: There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.



The roles of the Chairman and the Chief Executive Offi cer (“CEO”) are separate and distinct, each having their own areas of responsibilities. The Company believes that a distinctive separation of responsibilities between the Chairman and the CEO will ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making. The posts of Chairman and CEO are held by Mr Lim Hock San and Mr Eugene Cho Park, respectively.

The Chairman, Mr Lim Hock San is primarily responsible for overseeing the overall management and strategic development of the Company.

His responsibilities include:

• Chairing meetings on key strategic development and investment plans;

• Ensuring regular meetings (with the assistance of the Company Secretaries) to enable the Board to perform its duties responsibly while not interfering with the fl ow of the Group’s operations;

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

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

• Reviewing board papers that are presented to the Board.

In assuming his roles and responsibilities, Mr Lim Hock San consults with the Board, Audit Committee, Nominating Committee and Remuneration Committee on major issues and as such, the Board believes that there are adequate safeguards in place against having a concentration of power and authority in a single individual.

The Company’s CEO, Mr Eugene Cho Park is responsible for the day-to-day management of the Company and the Group’s affairs. Mr Eugene Cho Park reports to the Board and ensures that policies and strategies adopted by the Board are implemented.

Board Membership

Principle 4: There should be a formal and transparent process for the appointment of new Directors to the Board.

The Nominating Committee (“NC”) was constituted on 31 October 2006 and comprises four members, majority of whom including its Chairman are independent. The members of the NC are:

• Mr Rivaie Rachman (Chairman) Independent Director

• Mr Lim Hock San Independent Director

• Mr Foo Ko Hing Independent Director

• 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 appointment of directors to the Board and also to decide how the Board’s performance may be evaluated and to propose objective performance criteria for the Board’s approval.



The NC functions under the terms of reference which sets out its responsibilities:

(a) To recommend to the Board on all board appointments, re-appointments and re-nominations;

(b) To ensure that Independent Directors meet SGX-ST’s guidelines and criteria; and

(c) To assess the effectiveness of the Board as a whole and the effectiveness and contribution of each Director to the Board.

The Articles of Association of the Company require that one-third of the Board retire from offi ce at each Annual General Meeting (“AGM”). Accordingly, the Directors will submit themselves for re-nomination and re-election at regular intervals of at least once every three years. The NC has conducted an annual review of the independence of the Independent Directors, using the criteria of independence in the Code, and has determined that they are independent.

Board Performance

Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

The NC examines the Board’s size to satisfy that it is appropriate for effective decision making, taking into account the nature and scope of the Company’s operations.

The NC has reviewed and evaluated the performance of the Board as a whole, taking into consideration the attendance record at the meetings of the Board and Board Committees and also the contribution of each Director to the effectiveness of the Board.

Access to Information

Principle 6: In order to fulfi ll their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis.

All Directors are from time to time furnished with information concerning the Company to enable them to be fully cognisant of the decisions and actions of the Company’s executive management. The Board has unrestricted access to the Company’s records and information.

Senior members of management provide information whenever necessary in the form of briefi ngs to the Directors or formal presentations in attendance at Board meetings, or by external consultants engaged on specifi c projects.

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 applicable rules and regulations are complied with. The minutes of all Board Committees’ meetings are circulated to the Board.

The Board takes independent professional advice, and when necessary, at the Company’s expense, concerning any aspect of the Group’s operations or undertakings in order to discharge its responsibilities effectively.



REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fi xing the remuneration packages of individual Directors. No director should be involved in deciding his own remuneration.

The Remuneration Committee (“RC”) was constituted on 31 October 2006 and comprises three members, all of whom including its Chairman are independent. The members of the RC are:

• Mr Lim Hock San (Chairman) Independent Director

• Mr Foo Ko Hing Independent Director

• Mr Rivaie Rachman Independent Director

The RC recommends to the Board a framework of remuneration for the Directors and Executive Offi cers, and determines specifi c remuneration package for each Executive Director. The RC’s recommendations will be submitted for endorsement by the Board.

All aspects of remuneration, including but not limited to Directors’ fee, salaries, allowances, bonuses and benefi ts in kind, will be covered by the RC. No member of the RC or any Director is involved in the deliberations in respect of any resolution in respect of his remuneration package.

The RC functions under the terms of reference which sets out its responsibilities:

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

(b) To determine specifi c remuneration packages for each Executive Director; and

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

The recommendations of the RC had been submitted to the Board for endorsement. The RC will be provided with access to expert professional advice on remuneration matters as and when necessary. The expense of such services shall be borne by the Company.

All aspects of remuneration, including but not limited to Directors’ fee, salaries, allowances, bonuses, and benefi ts-in-kind shall be reviewed by the RC.

Level and Mix of Remuneration

Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the Directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A signifi cant proportion of executive Directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

In setting remuneration packages, the Remuneration Committee will take into consideration the pay and employment conditions within the industry and in comparable companies. The remuneration of Non-Executive Directors is also reviewed to ensure that the remuneration is commensurate with the contribution and responsibilities of the Directors.



The Company will submit the quantum of Directors’ fee of each year to the shareholders for approval at each AGM.

All the Executive Directors, including the Chief Executive Offi cer, have service agreements with the Company. The service agreements cover the terms of employment, salaries and other benefi ts. Non-Executive Directors have no service contracts with the Company.

Disclosure on Remuneration

Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration in the company’s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to Directors and key executives, and performance.

The summary compensation paid to the Directors and top fi ve key executives of the Group during the fi nancial year ended 31 December 2011 is set out below:

Remuneration of Directors

Salary BonusDirectors’

Fee

Allowances and Other Benefi ts

Total Compensation

Directors % % % % %

$250,000 to $499,999Eugene Cho Park Executive Director and Chief Executive Offi cer 72 28 – – 100Gianto Gunara Executive Director 60 40 – – 100BG (Ret) Chin Chow Yoon Non–Executive Director 69 31 – – 100

Below S$250,000Lim Hock San Non–Executive Chairman and Independent Director – – 100 – 100Low Sin Leng Non–Executive Director – – – – –Dr Tan Chin Nam Non–Executive Director – – 100 – 100Rivaie Rachman Independent Director – – 100 – 100Foo Ko Hing Independent Director – – 100 – 100



Remuneration of Key Executives

Salary BonusDirectors’

Fee

Allowances and Other Benefi ts

Total Compensation

Key Executives Of The Group % % % % %

$250,000 to $499,999Choo Kok Kiong 69 28 – 3 100

Below $250,000Malcolm Alphonso 76 13 – 11 100

Johannes Sulistijawan Surjaatmadja 68 14 – 18 100

Chow Yew Meng 82 13 – 5 100

Wee Guan Yak 73 18 – 9 100

IMMEDIATE FAMILY MEMBER OF DIRECTORS OR SUBSTANTIAL SHAREHOLDERS

No employee of the Company and its subsidiaries was an immediate family member of a Director and/or a Substantial Shareholder whose remuneration exceeded S$150,000 during the fi nancial year ended 31 December 2011.

ACCOUNTABILITY AND AUDIT

Accountability

Principle 10: The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.

The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure of material information to shareholders in compliance with statutory requirements and the Listing Manual of the SGX-ST.

Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Financial results and annual reports will be announced or issued within legally prescribed periods.



Audit Committee

Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

The Audit Committee (“AC”) comprises four members. Save for Ms Low Sin Leng, the other AC members including the Chairman are Independent. The AC comprises the following members:

• Mr Lim Hock San (Chairman) Independent Director

• Ms Low Sin Leng Non-Executive Director • Mr Foo Ko Hing Independent Director

• Mr Rivaie Rachman Independent Director

Ms Low Sin Leng, a non-Executive Director, is currently employed by Sembcorp Industries Ltd, and is deemed not an Independent Director by virtue of the defi nition of “Independent Director” pursuant to Guideline 2.1 of the Code of Corporate Governance 2005 (“CCG”). It is, however, noted that the AC’s composition of members is in compliance with Guideline 11.1 of the CCG.

The AC functions under the terms of reference which sets out its responsibilities as follows:

(a) To review the fi nancial statements of the Company and the Group before submission to the Board;

(b) To review the audit plans of the Company with the external auditors and the external auditors’ reports;

(c) To review the internal controls and procedures (including adequacy of the fi nance functions and the quality of fi nance staff) and co-operation given by the Company’s management to the external auditors;

(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;

(f) To review interested person transactions and potential confl icts of interest;

(g) To undertake such other reviews and projects as may be requested by the Board, and report to the Board its fi ndings from time to time on matters arising;

(h) To generally undertake such other functions and duties as may be required by the statute, regulations or the Listing Manual, or by such amendments as may be made thereto from time to time; and

(i) To review arrangements by which the staff of the Company may, in confi dence, raise concerns about possible improprieties in matters of fi nancial reporting.

The AC has the power to conduct or authorise investigations into any matters within the AC’s scope of responsibility. The AC is authorised to obtain independent professional advice if it deems necessary in the discharge of its responsibilities. Such expenses are to be borne by the Company. No member of the AC or any Director is involved in the deliberations and 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 offi cer to attend its meetings, and has been given reasonable resources to enable it to discharge its functions.

The AC meets with both the external and internal auditors without the presence of the Management at least once a year.

The Company confi rms that it has complied with Rules 712 and 715 of the Listing Manual in engaging Foo Kon Tan Grant Thornton LLP (“FKTGT”), registered with the Accounting and Corporate Regulatory Authority, as the external auditor of the Company and of its Singapore subsidiaries, and other suitable audit fi rms for its foreign subsidiaries. The AC reviews the independence of FKTGT annually. The AC, having reviewed the range and value of non-audit services performed by FKTGT was satisfi ed that the nature and extent of such services will not prejudice the independence and objectivity of the external auditor. The AC recommended that Foo Kon Tan Grant Thornton LLP be nominated for re-appointment as auditor at the forthcoming AGM. The AC had also reviewed the appointment of the external auditors of those subsidiaries who are not FKTGT and are satisfi ed that such appointment would not compromise the standard and effectiveness of the audit.

The aggregate amount of audit fees paid and payable by the Group to the external auditors for FY2011 was approximately S$535,000, of which audit fees amounted to approximately S$435,000 and non-audit fees (in relation to tax advisory services and special review) amounted to approximately S$100,000.

The Company has in place a whistle-blowing framework where staff of the Company can access the Audit Committee Chairman to raise concerns about improprieties.

Internal Controls and Risk Management

Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ investments and the company’s assets.

The Audit Committee will ensure that a review of the effectiveness of the Company’s material internal controls, including fi nancial, operational and compliance controls and risk management, is conducted annually. In this respect, the Audit Committee will review the audit plans, and the fi ndings of the auditors and will ensure that the Company follows up on the auditors’ recommendations raised, if any, during the audit process.

The Group has in place a system of internal control and risk management for ensuring proper accounting records and reliable fi nancial information as well as management of business risks with a view to safeguarding shareholders’ investments and the Company’s assets. The risk management framework implemented provides for systematic and structured review and reporting of the assessment of the degree of risk, evaluation and effectiveness of controls in place and the requirements for further controls. The fi nanancial risk management objectives and policies of the Group are set out in pages 101 to 105 of the Annual Report.

Pursuant to Rule 1207(10) of the Listing Manual, the Board with the concurrence of the Audit Committee is satisfi ed with the adequacy of the internal controls addressing fi nancial, operational and compliance risks.

Internal Audit

Principle 13: The Company should establish an internal audit function that is independent of the activities it audits.

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.



The primary functions of internal audit are to help:-

(a) assess if adequate systems of internal controls are in place to protect the assets of the Group and to ensure control procedures are complied with;

(b) assess if operations of the business processes under review are conducted effi ciently and effectively; and

(c) identify and recommend improvement to internal control procedures, where required.

The Audit Committee has reviewed the Company’s internal control assessment and based on the internal auditors’ and external auditors’ reports and the internal controls in place, it is satisfi ed that there are adequate internal controls in the Company.

COMMUNICATION WITH SHAREHOLDERS

Principle 14: Companies should engage in regular, effective and fair communication with shareholders.

Principle 15: Companies should encourage greater shareholder participation at AGM’s and allow shareholders the opportunity to communicate their views on various matters affecting the Company.

In line with continuous obligations of the Company pursuant to the SGX-ST’s Listing Rules, the Board’s policy is that all shareholders be informed of all major developments that impact the Group.

Information is disseminated to shareholders on a timely basis through:

(a) SGXNET announcements and news release;

(b) Annual Report prepared and issued to all shareholders;

(c) Press releases on major developments of the Group;

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

(e) Company’s website at www.gallantventure.com which shareholders can access information on the Group.

The Company’s AGMs are the principal forums for dialogue with shareholders. The Chairmen of the Audit, Remuneration and Nominating Committees are normally available at the AGMs to answer any questions relating to the work of these Committees. The external auditors shall also be present to assist the Directors in addressing any relevant queries by the shareholders.

Shareholders are encouraged to attend the AGM/EGM to ensure a high level of accountability and to stay apprised of the Group’s strategy and goals. Notice of the meeting will be advertised in newspapers and announced on SGXNET.

Dealing In Securities

The Company has in place a policy prohibiting share dealings by Directors and employees of the Company for the period of two weeks prior to the announcement of the Company’s quarterly results or one month prior to the announcement of the Company’s yearly results as the case may be, and ending on the date of the announcement of the relevant results. Directors and employees are expected to observe the insider trading laws at all times even when dealing in securities within permitted trading period.



Interested Person Transactions Policy

The Company adopted an internal policy in respect of any transactions with interested person and has established procedures for review and approval of the interested person transactions entered into by the Group. The Audit Committee has reviewed the rationale and terms of the Group’s interested person transactions and is of the view that the interested person transactions are on normal commercial terms and are not prejudicial to the interests of the shareholders.

The interested person transactions transacted for the fi nancial year ended 31 December 2011 by the Group are as follows:

Name ofInterested Person

Aggregate value of all interested person transactions conducted (excluding transactions less

than $100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920)

Aggregate value of all interested person transactions conducted under shareholders’ mandate

pursuant to Rule 920 (excluding transactions less than $100,000)

S$’000 S$’000PURCHASESSembcorp Parks Management Pte Ltd – –PT Herwido Rintis – 228PT Asuransi Central Asia – 613PT Tunaskarya Indoswasta – 313PT Adhya Tirta Batam – 2,934SALESPT Alam Indah Bintan – (2,903)PT Straits CM Village – (2,318)Kirinsgate Angel Investment Pte Ltd (240) –CONVERTIBLE BONDPT Alam Indah Bintan Interest Income (2,385) – Extension on convertible bond (47,500) –

Material Contracts

There were no material contracts entered into by the Company or any of its subsidiary companies involving the interest of the Chief Executive Offi cer, any Director, or controlling shareholder.

Directors’ Report


The Directors submit this annual report to the members together with the audited statement of fi nancial position of the Company and consolidated fi nancial statements of the Group for the fi nancial year ended 31 December 2011.

Names of Directors

The Directors of the Company in offi ce at the date of this report are:

Mr Lim Hock San (Non-Executive Chairman and Independent Director)Mr Eugene Cho Park (Executive Director and Chief Executive Offi cer)Mr Gianto Gunara (Executive Director) Dr Tan Chin Nam (Non-Executive Director)Ms Low Sin Leng (Non-Executive Director)BG (Ret) Chin Chow Yoon (Non-Executive Director)Mr Foo Ko Hing (Independent Director)Mr Rivaie Rachman (Independent Director)

Arrangements to enable Directors to acquire shares or debentures

During and at the end of the fi nancial year, neither the Company nor any of its subsidiaries was a party to any arrangement the object of which was to enable the Directors to acquire benefi ts through the acquisition of shares in or debentures of the Company or of any other corporate body.

Directors’ interest in shares or debentures

According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Companies Act, Cap. 50, none of the Directors who held offi ce at the end of the fi nancial year was interested in shares of the Company or its related corporations, except as follows:

Number of ordinary shares registered in the name of

Director or nominee

Number of ordinary shares in which Director is deemed

to have an interest

As at 1.1.2011

As at 31.12.2011

and 21.1.2012As at

1.1.2011

As at 31.12.2011

and 21.1.2012

The Company

Eugene Cho Park 100,000 100,000 657,011,738 657,011,738Gianto Gunara 100,000 100,000 – –

Directors’ benefi ts

Since the end of the previous fi nancial year, no Director has received or has become entitled to receive a benefi t under a contract which is required to be disclosed under Section 201(8) of the Companies Act, Cap. 50 except as disclosed in Note 27 to the fi nancial statements.

Directors’ Report


Share options

No options were granted during the fi nancial year to take up unissued shares of the Company or of its subsidiaries.

No shares were issued by virtue of the exercise of options.

There were no unissued shares under option at the end of the fi nancial year.

Audit Committee

The Audit Committee comprises the following members:

Mr Lim Hock San (Chairman)Ms Low Sin Leng Mr Foo Ko HingMr Rivaie Rachman

The Audit Committee carried out its functions in accordance with Section 201B of the Companies Act, the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”) and the Code of Corporate Governance.

The Audit Committee reviewed the overall scope of both the internal and external audits and the assistance given by the Company’s offi cers to the auditors. It met with the Company’s internal and external auditors to discuss the results of their respective examinations and their evaluation of the Company’s system of internal accounting controls. The Audit Committee also reviewed the consolidated fi nancial statements of the Group and the fi nancial statements of the Company for the fi nancial year ended 31 December 2011 as well as the auditor’s report thereon prior to consideration and approval by the Board, announcement of the unaudited results for quarterly, half-yearly and full year to SGX-ST and interested party transactions (as defi ned in the Listing Manual of the SGX-ST).

The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any Director or Executive Offi cer to attend its meetings.

The Audit Committee has also conducted a review of the fees paid or payable to the auditors for non-audit services for fi nancial year ended 31 December 2011. In pursuance with Section 206(1A) of the Companies Act, Cap. 50, and based on the review by the Audit Committee and its recommendation, the Board is also satisfi ed that the level of non-audit fees paid or payable to the auditors did not affect the independence of the auditors.

The Audit Committee has therefore recommended to the Board of Directors the nomination of Foo Kon Tan Grant Thornton LLP as external auditors at the forthcoming Annual General Meeting of the Company.

Directors’ Report


Independent auditor

The independent auditor, Foo Kon Tan Grant Thornton LLP, Certifi ed Public Accountants, has expressed its willingness to accept re-appointment.

On behalf of the Directors

EUGENE CHO PARK

GIANTO GUNARA

5 March 2012

Statement by Directors


In the opinion of the Directors, the accompanying statements of fi nancial position, consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash fl ows, together with the notes thereon, are drawn up so as to give a true and fair view of state of affairs of the Company and of the Group as at 31 December 2011 and of the results, changes in equity and cash fl ows of the Group for the fi nancial year ended on that date and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Directors

EUGENE CHO PARK

GIANTO GUNARA

5 March 2012

Independent Auditors’ ReportTo the Members of Gallant Venture Ltd.


We have audited the accompanying fi nancial statements of Gallant Venture Ltd. (“the Company”) and of its subsidiaries (“the Group”), which comprise the statements of fi nancial position of the Company and of the Group as at 31 December 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash fl ows of the Group for the fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls suffi cient 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 profi t and loss accounts and balance sheets and to maintain accountability of assets.

Auditor’s Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the statement of fi nancial position of the Company and the consolidated fi nancial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2011 and the results, changes in equity and cash fl ows of the Group for the fi nancial year ended on that date.

Independent Auditors’ ReportTo the Members of Gallant Venture Ltd.


Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore have been properly kept in accordance with the provisions of the Act.

Foo Kon Tan Grant Thornton LLPPublic Accountants andCertifi ed Public Accountants

Singapore5 March 2012

Statement of Financial PositionAs at 31 December 2011


The annexed notes form an integral part of and should be read in conjunction with these fi nancial statements.

The Company The Group2011 2010 2011 2010

Note $’000 $’000 $’000 $’000

AssetsNon-CurrentIntangible assets 4 30 3 1,344 1,403Property, plant and equipment 5 169 287 307,665 334,588Investment properties 6 – – 232,437 253,733Subsidiaries 7 1,207,642 1,207,642 – –Associates 8 – – 15,454 14,951Other investments 9 – – – –Deferred tax assets 10 – – 4,198 4,286Loan receivable 11 – – 47,500 47,500Notes receivable 12 279,556 278,613 279,556 278,613Other non-current assets 13 34,827 12,383 37,322 15,279

1,522,224 1,498,928 925,476 950,353

CurrentLand inventories 14 – – 569,681 558,509Other inventories 15 – – 10,860 11,115Trade and other receivables 16 125,134 124,844 44,993 44,526Cash and bank balances 17 52,558 86,278 95,084 160,365

177,692 211,122 720,618 774,515Total assets 1,699,916 1,710,050 1,646,094 1,724,868

Equity and liabilitiesShare capital 18 1,207,642 1,207,642 1,207,642 1,207,642Translation reserves – – (1,461) (908)(Accumulated losses)/retained profi ts (9,034) (9,264) 46,960 38,676Equity attributable to equity holders of the Company 1,198,608 1,198,378 1,253,141 1,245,410Non-controlling interests – – 24,975 26,759Total equity 1,198,608 1,198,378 1,278,116 1,272,169

LiabilitiesNon-CurrentDeposits from tenants/golf membership 19 – – 31,856 35,298Employee benefi ts liabilities 20 – – 8,514 7,625Deferred tax liabilities 21 411 223 2,082 1,743Loans and borrowings 22 177,491 256,572 177,509 256,616Other liabilities – 839 – 839

177,902 257,634 219,961 302,121

CurrentTrade and other payables 23 35,766 26,799 64,847 67,986Current tax payable 32 25 2,974 2,819Loans and borrowings 22 287,608 227,214 80,196 79,773

323,406 254,038 148,017 150,578Total liabilities 501,308 511,672 367,978 452,699Total equity and liabilities 1,699,916 1,710,050 1,646,094 1,724,868

Consolidated Statement of Comprehensive IncomeFor the fi nancial year ended 31 December 2011



Year ended 31 December 2011


Note $’000 $’000

Revenue 3 203,367 220,103

Cost of sales (161,194) (168,020)

Gross profi t 42,173 52,083

Other income 24 29,611 21,315

General and administrative expenses (13,405) (13,258)

Other operating expenses 25 (25,848) (24,837)

Share of associate companies’ profi ts 744 93

Finance costs 26 (15,744) (14,198)

Profi t before taxation 27 17,531 21,198

Taxation 29 (10,927) (13,844)

Profi t after taxation 6,604 7,354

Other comprehensive income after taxation: 30

- Currency translation differences (607) 48

Total comprehensive income for the year 5,997 7,402

Profi t attributable to:

- Equity holders of the Company 8,284 9,317

- Non-controlling interests (1,680) (1,963)

6,604 7,354

Total comprehensive income attributable to:

- Equity holders of the Company 7,731 9,383

- Non-controlling interests (1,734) (1,981)

5,997 7,402

Basic and diluted earnings per share (in cents) 31 0.34 0.39

Consolidated Statement of Changes in EquityFor the fi nancial year ended 31 December 2011



Sharecapital

Translationreserves

Retained profi ts

Attributable to equity holders of the

Company

Non-controlling interests

Total equity

$’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 January 2010 1,207,642 (974) 29,359 1,236,027 28,807 1,264,834

Total comprehensive income for the year – 66 9,317 9,383 (1,981) 7,402

Dividends paid to non-controlling interests – – – – (67) (67)

Balance at 31 December 2010 1,207,642 (908) 38,676 1,245,410 26,759 1,272,169

Total comprehensive income for the year – (553) 8,284 7,731 (1,734) 5,997

Dividends paid to non-controlling interests – – – – (50) (50)

Balance at 31 December 2011 1,207,642 (1,461) 46,960 1,253,141 24,975 1,278,116

Consolidated Statement of Cash FlowsFor the fi nancial year ended 31 December 2011





$’000 $’000

Cash Flows from Operating ActivitiesProfi t before taxation 17,531 21,198Adjustments for:Amortisation of intangible assets 160 143Depreciation of property, plant and equipment and investment properties 54,654 55,230Currency translation difference (1,392) 154Gain on disposal of investment property (80) (277)Gain on disposal of property, plant and equipment (267) (175)Gain on disposal of a subsidiary (21) –Impairment of trade and other receivables 1,260 655Allowance for inventories obsolescence 5 774Provision for employees’ benefi ts 1,280 798Interest expense 15,744 14,198Interest income (19,450) (14,655)Share of associates’ profi ts (744) (93)Operating profi t before working capital changes 68,680 77,950Increase in land inventories (11,173) (5,701)Decrease/(increase) in other inventories 249 (663)(Increase)/decrease in operating receivables (7,181) 10,562(Decrease)/increase in operating payables (3,681) 24,514Cash generated from operating activities 46,894 106,662Income tax paid (10,569) (12,035)Employee benefi ts paid (391) (492)Interest paid (14,885) (15,802)Interest received 1,524 2,271Deposits (refunded to)/received from tenants/golf members (3,442) 104Net cash generated from operating activities 19,131 80,708

Cash Flows from Investing ActivitiesAcquisition of intangible assets (101) (149)Acquisition of property, plant and equipment (6,795) (7,472)Acquisition of investment properties (720) (149)Investment in notes – (278,613)Dividend from associate 240 120Proceeds from disposal of property, plant and equipment 1,245 177Proceeds from sale of investment property 125 2,090Cash outfl ow on disposal of a subsidiary (Note A) (7) –Deposits refunded/(paid) 402 (349)Net cash used in investing activities (5,611) (284,345)

Cash Flows from Financing ActivitiesProceeds from bank borrowings 312 365,234Repayment of bank borrowings (79,063) (119,882)Dividends paid to non-controlling interests (50) (67)Net cash (used in)/generated from fi nancing activities (78,801) 245,285(Decrease)/increase in cash and cash equivalents (65,281) 41,648Cash and cash equivalents at beginning of year 160,365 118,717Cash and cash equivalents at end of year (Note 17) 95,084 160,365

Consolidated Statement of Cash Flows (cont’d)For the fi nancial year ended 31 December 2011



Note A: Disposal of a subsidiary

The Group disposed of a subsidiary during the year. The carrying value of assets disposed and discharged were as follow:

2011 2010$’000 $’000

Net assets disposed of

Property, plant and equipment 17 –

Bank balance 247 –

Trade and other receivables 75 –

Trade and other payables (120) –

Gain on disposal of a subsidiary 21 –

Cash consideration 240 –

Cash balance in subsidiary disposed of (247) –

Cash outfl ow on disposal (7) –

Notes to the Financial StatementsFor the fi nancial year ended 31 December 2011


1 General information

The fi nancial statements of the Company and of the Group for the year ended 31 December 2011 were authorised for issue in accordance with a resolution of the Directors on the date of the Statement by Directors.

The Company was incorporated as a limited liability company and domiciled in Singapore.

The registered offi ce and the principal place of business is at 991A Alexandra Road #02-06/07, Singapore 119969.

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 7 to the fi nancial statements.

2(a) Basis of preparation

The fi nancial statements are prepared in accordance with Singapore Financial Reporting Standards (“FRS”) including related Interpretations to FRS (“INT FRS”) promulgated by the Accounting Standards Council. The fi nancial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The fi nancial statements are presented in Singapore dollars which is the Company’s functional currency. All fi nancial information is presented in Singapore dollars, unless otherwise stated.

Signifi cant accounting estimates and judgements

The preparation of the fi nancial statements in conformity with FRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the fi nancial statements and the reported amounts of revenues and expenses during the fi nancial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may differ from those estimates.

Critical judgements and key sources of estimation uncertainty

(i) Judgement

In the process of applying the Group’s accounting policies, which are described below, management has made the following judgements, apart from those involving estimations, which have the most signifi cant effect on the amounts recognised in the fi nancial statements.

Income tax

The Group has exposure to income taxes in several jurisdictions. Signifi cant judgement is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal 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.



2(a) Basis of preparation (cont’d)

(i) Judgement (cont’d)

Operating lease commitments - as lessor

The Group has entered into commercial property leases on its investment properties. The Group has determined that it retains all the signifi cant risks and rewards of ownership of these properties which are leased out on operating leases.

Investment properties

The Group classifi es certain buildings and improvements as investment properties as these are leased out to earn rental income. An insignifi cant portion of investment properties is held for use in the supply of services or for administration purposes.

Land inventories

The net realisable value for land inventories are estimated based primarily on the latest selling prices and current market conditions. Possible changes in these estimates could result in revisions to the valuation of the land inventories.

If the net realisable value of land inventories decrease by 10% from management’s estimates, there will be no impact in the carrying value of the land inventories.

(ii) Estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are as follows:

Employee benefi ts

An estimate for employee benefi ts liability involves actuarial assumptions and management estimates on discount rate, annual salary increases, mortality rate, retirement age, turnover rates and disability rates. The balances of employee benefi ts liabilities as at 31 December 2011 amounted to $8,514,000.

Allowance for bad and doubtful debts

Allowance for bad and doubtful debts are based on an assessment of the recoverability of trade and other receivables. Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible. The identifi cation of bad and doubtful debts requires the use of judgement and estimates. Where the expected outcome is different from the original estimate, such difference will impact carrying value of trade and other receivables and doubtful debt expenses in the period in which such estimate has been changed.



2(a) Basis of preparation (cont’d)

(ii) Estimation uncertainty (cont’d)

Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of these property, plant and equipment to be within 2 to 80 years. The carrying amount of the Company’s and the Group’s property, plant and equipment as at 31 December 2011 are $169,000 and $307,665,000 respectively. Changes in the expected level of usage could impact the economic useful lives of these assets, therefore future depreciation charges could be revised.

Impairment of goodwill

As at 31 December 2011, the carrying amount of goodwill is $1,164,000. The assessment of impairment of goodwill was determined based on the recoverable amount of the Group’s cash-generating units (“CGU”) according to business segments. The recoverable amount of the CGU is determined based on value-in-use calculation. This calculation uses cash fl ow projections based on fi nancial budgets approved by management covering a fi ve-year period. These cash fl ows projections are based on the future contributions from rental and utilities income in Bintan Island by the Group.

The estimated future cash fl ows are discounted to their present value using a pre-tax discount rate of 6.33% that refl ects current market assessments of time value of money. The present value is not sensitive to changes in discount rates.

Impairment of investment in subsidiaries

Determining whether investment in subsidiaries is impaired requires an estimation of the value-in-use of that investment. The value-in-use calculation requires the Group to estimate the future cash fl ows expected from the cash-generating units and an appropriate discount rate in order to calculate the present value of the future cash fl ows. Management has evaluated the recoverability of the investment based on such estimates and determined that no allowance for impairment of investment in subsidiaries is deemed required.

The accounting policies used by the Group have been applied consistently to all periods presented in these fi nancial statements.

2(b) Interpretations and amendments to published standards effective in 2011

On 1 January 2011, the Group adopted the new or amended FRS and INT FRS that are mandatory for application from that date. This includes the following FRS and INT FRS, which are relevant to the Group:

Reference Description

FRS 24 Related Party Disclosures

FRS 32 Classifi cation of Rights Issues

FRS 101 Limited Exemption from Comparative FRS 107 Disclosures for First-timeAdopters

INT FRS 114 Pre-payments of a Minimum Funding Requirement

INT FRS 115 Agreements for the Construction of Real Estate

INT FRS 119 Extinguishing Financial Liabilities with Equity Instruments

Improvement to FRSs 2010



2(b) Interpretations and amendments to published standards effective in 2011 (cont’d)

The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the Group’s and Company’s accounting policies and had no material effect on the amounts reported for the current or prior fi nancial years except for the following:

FRS 24 Related Party Disclosures

The amended FRS 24 introduces an exemption from the disclosure requirements of FRS 24 of transactions between government-related entities and the government, and all other government-related entities. Those disclosures are replaced with a requirement to disclose:

The name of the government and the nature of the relationship; The nature and amount of any individually signifi cant transactions; and A qualitative or quantitative indication of the extent of any collectively signifi cant transactions.

As this is a disclosure standard, it will have no impact on the fi nancial position or fi nancial performance of the Group.

2(c) FRS not yet effective

At the date of authorisation of these fi nancial statements, the following FRSs and INT FRSs were issued but not effective:

Reference Description

Effective date (annual periodbeginning on

or after)

Amendments to FRS 1 Presentation of items of Other Comprehensive Income

01.07.12

Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets 01.01.12

Amendments to FRS 19 Employee Benefi ts 01.01.13

Amendments to FRS 27 Separate Financial Statements 01.01.13

Amendments to FRS 28 Investments in Associates and Joint Ventures 01.01.13

Amendments to FRS 101 Severe Hyperinfl ation and Removal of Fixed Dates for First-time Adopters

01.07.11

Amendments to FRS 107 Disclosures – Transfers of Financial Assets 01.07.11

FRS 110 Consolidated Financial Statements 01.01.13

FRS 111 Joint Arrangements 01.01.13

FRS 112 Disclosure of Interests in Other Entities 01.01.13

FRS 113 Fair Value Measurements 01.01.13

The directors do not anticipate that the adoption of these FRS and INT FRS in future periods will have a material impact on the fi nancial statements of the company in the period of their initial adoption.



2(d) Summary of signifi cant accounting policies

Basis of consolidation

The fi nancial statements of the Group include the fi nancial statements of the Company and entities controlled by the Company (“the subsidiaries”), all of which prepare fi nancial statements at 31 December. Control exists when the Group has the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. Information on its subsidiaries is given in Note 7.

The results of the subsidiaries acquired during the year are included in the consolidated profi t or loss from the effective date of acquisition. Where necessary, adjustments are made to the fi nancial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All signifi cant inter-company balances and signifi cant inter-company transactions are eliminated on consolidation.

Business combinations are accounted for using the acquisition method. The consideration transferred for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of acquisition. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Costs attributable to the acquisition are expensed as incurred. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

Any excess of the consideration transferred, the amount of any non-controlling interests in the acquiree

and the acquisition date fair value of previous equity interest in the acquiree over the fair value of the net identifi able assets acquired represents goodwill. The goodwill is accounted for in accordance with the accounting policy for goodwill stated below. In instances where the latter amount exceeds the former, the excess is recognised as a gain from bargain purchase in the profi t or loss on the date of acquisition.

When the control over a subsidiary is lost, the assets and liabilities of the subsidiary, including any goodwill, are derecognised. Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained investment at the date when control is lost and its fair value is recognised in profi t or loss.

Where accounting policies of a subsidiary do not conform to those of the Company, adjustments are made on consolidation when the amounts involved are considered signifi cant to the Group.

Non-controlling interests represent the portion of profi t or loss and net assets in subsidiaries not held by the Group. They are presented in the consolidated statement of fi nancial position within equity, separately from the parent shareholders’ equity, and are separately disclosed in the consolidated statement of comprehensive income. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this result in the non-controlling interests having defi cit balances.

Changes in the Company owners’ 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 refl ect the changes in their relative interest 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 parent.



2(d) Summary of signifi cant accounting policies (cont’d)

Intangible assets

Intangible assets are accounted for using the cost model with the exception of goodwill. Capitalised costs are amortised on a straight-line basis over their estimated useful lives for those considered as fi nite useful lives. After initial recognition, they are carried at cost less accumulated amortisation and accumulated impairment losses, if any. In addition, they are subject to annual impairment testing, if there are any indicators of impairment. Indefi nite life intangibles are not amortised but are subject to annual impairment testing.

Intangible assets are written off where, in the opinion of the Directors, no further future economic benefi ts are expected to arise.

Goodwill

Goodwill acquired in a business combination represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the net identifi able asset acquired. Goodwill is measured at cost less any accumulated impairment losses. Goodwill is recognised separately as intangible assets and carried at cost less any accumulated impairment losses.

Computer software

Costs relating to computer software acquired, which are not an integral part of related hardware, are capitalised and amortised on a straight-line basis over their useful life of three years.

Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is computed utilising the straight-line method to write off the cost of these assets over their estimated useful lives as follows:

Years

Leasehold land 15 - 80Land improvements 20Landfi ll 3Building and infrastructures 3 - 30Golf course 36 - 45Utilities plant and machinery 3 - 30Machinery and equipment 3 - 15Vessels and ferry equipment 4 - 15Working wharf 3Transportation equipment and vehicles 3 - 7Medical equipment 7Furniture, fi xtures and equipment 1.5 - 10Offi ce equipment 2 - 5Resort equipment 3 - 5Reservoir 30Telecommunication equipment 10 - 30Leasehold improvements 5




Property, plant and equipment and depreciation (cont’d)

Construction-in-progress is stated at cost. The accumulated costs will be reclassifi ed to the appropriate property, plant and equipment account when the construction is substantially completed and the asset is ready for its intended use. No depreciation is provided on construction-in-progress.

Costs incurred in the general overhaul of the main engines of vessels during dry docking are capitalised and depreciated over four to fi ve years.

The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of the items. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset. Cost may also include transfers from equity of any gains/losses on qualifying cash fl ow hedges of foreign currency purchases of property, plant and equipment.

Subsequent expenditure relating to property, plant and equipment that have been recognised is added to the carrying amount of the asset when it is probable that future economic benefi ts, in excess of the standard of performance of the asset before the expenditure was made, will fl ow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the fi nancial year in which it is incurred.

For acquisitions and disposals during the fi nancial year, depreciation is provided from the year of acquisition and to the year before disposal respectively. For acquisitions less than $1,000, they are expended as expenses in the profi t or loss. Fully depreciated property, plant and equipment are retained in the books of accounts until they are no longer in use.

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date as a change in estimates.

Investment properties

Investment properties consist of buildings and improvements that are held to earn rental yields, including buildings which could not be sold separately, and where an insignifi cant portion is held for use in the supply of services or for administrative purposes.

The Group applies the cost model. Investment properties are stated at cost less accumulated depreciation, less any impairment in value similar to that for property, plant and equipment. Such costs include the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day to day servicing of an investment property. Depreciation is computed using the straight-line method over the estimated useful lives of the investment properties of 3 - 30 years, as applicable for each investment property.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefi t is expected from its disposal. On disposal or retirement of an investment property, the difference between any disposal proceeds and the carrying amount is recognised in the profi t or loss.




Investment properties (cont’d)

The carrying value of investment properties are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If such indication exists and where the carrying values exceed the estimated recoverable amounts, the assets are written down to their recoverable amount.

Transfers are made to investment property when, and only when, there is a change in use, evidenced by ending of owner-occupation or commencement of an operating lease to another party. Transfers are made from the investment property when and only when, there is a change in use, evidenced by the commencement of owner-occupation or commencement of development with a view to sell.

Subsidiaries

A subsidiary is an entity controlled by the Group. Control exists when the Group has the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from it activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether there is control.

In the Company’s separate fi nancial statements, shares in subsidiaries are stated at cost less allowance for any impairment losses on an individual subsidiary basis.

Associates

An associate is defi ned as a company, not being a subsidiary or jointly controlled entity, in which the Group has signifi cant infl uence, but not control, over its fi nancial and operating policies. Signifi cant infl uence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Investments in associate companies at company level are stated at cost. Allowance is made for any impairment losses on an individual company basis.

In applying the equity method of accounting, the Group’s share of the post-acquisition profi t or loss of associates, based on the coterminous audited fi nancial statements, is included in the profi t or loss and its shares of post-acquisition other comprehensive income is recognised in other comprehensive income. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Group’s share of losses of an associate equals or exceeds the carrying amount of an investment, the Group ordinarily discontinues including its share of further losses. The investment is reported at nil value. Additional losses are provided for to the extent that the Group has incurred obligations or payments on behalf of the associate to satisfy obligations of the associate that the Group has guaranteed or otherwise committed, for example, in the forms of loans. When the associate subsequently reports profi ts, the Group resumes including its share of those profi ts only after its share of the profi ts equals the share of net losses recognised.

The Group’s share of the net assets and post-acquisition retained profi ts and reserves of associates is refl ected in the book values of the investments in the consolidated statement of fi nancial position.

Where the accounting policies of an associate do not conform to those of the Company, adjustments are made on consolidation when the amount involved are considered signifi cant to the Group.




Land inventories

Land inventories are carried at the lower of cost and net realisable value. Cost of land inventories is computed using the weighted average cost method. Net realisable value represents the estimated selling price less costs to be incurred in selling the land.

Cost of land inventories includes pre-acquisition cost, cost of land, borrowing costs and other costs directly or indirectly related to the acquisition and development of the land for sale. These costs are capitalised during the period such activities that are necessary to get these assets ready for sale are in progress. Capitalisation of these costs will cease when land development is completed and the land is available for sale.

The costs incurred in the development of the resort and common areas/facilities are allocated proportionally to the saleable parcels of land. Other land development costs incurred are allocated to each parcel of land using the specifi c identifi cation method.

Land inventories are derecognised when it has been sold as an integral part with sale of land and no future economic benefi t is expected from its disposal. Cost of land infrastructure inventory on sale of land or loss from disposal is recognised in the profi t or loss in the year of sale or disposal.

Other inventories

Other inventories are stated at the lower of cost and net realisable value. Cost is determined on a fi rst-in, fi rst-out basis. Provision is made for obsolete, slow moving or defective inventory in arriving at the net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

Financial assets

Financial assets, other than hedging instruments, can be divided into the following categories: fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments and available-for-sale fi nancial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the assets were acquired. The designation of fi nancial assets is re-evaluated and classifi cation may be changed at the reporting date with the exception that the designation of fi nancial assets at fair value through profi t or loss is not revocable.

All fi nancial assets are recognised on their trade date - the date on which the Company and the Group commit to purchase or sell the asset. Financial assets are initially recognised at fair value, plus directly attributable transaction costs except for fi nancial assets at fair value through profi t or loss, which are recognised at fair value.

Derecognition of fi nancial instruments occurs when the rights to receive cash fl ows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

An assessment for impairment is undertaken at least at end of each reporting period whether or not there is objective evidence that a fi nancial asset or a group of fi nancial assets is impaired.




Financial assets (cont’d)

Non-compounding interest and other cash fl ows resulting from holding fi nancial assets are recognised in profi t or loss when received, regardless of how the related carrying amount of fi nancial assets is measured.

The Group does not have investments to be designated as fair value through profi t or loss and held-to-maturity fi nancial assets.

Loans and receivables

Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classifi ed as non-current assets.

Loans and receivables include other receivables. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. If there is objective evidence that the asset has been impaired, the fi nancial asset is measured at the present value of the estimated future cash fl ows discounted at the original effective interest rate. Impairment losses are reversed in subsequent periods when an increase in the asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to a restriction that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. The impairment or write back is recognised in profi t or loss.

Available-for-sale fi nancial assets

Available-for-sale fi nancial assets include non-derivative fi nancial assets that do not qualify for inclusion in any of the other categories of fi nancial assets. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the end of the reporting period.

All fi nancial assets within this category are subsequently measured at fair value with changes in value recognised in equity, net of any effects arising from income taxes, until the fi nancial assets is disposed of or is determined to be impaired, at which time the cumulative gains or losses previously recognised in equity is included in the profi t or loss for the year.

When a decline in the fair value of an available-for-sale fi nancial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity shall be removed from the equity and recognised in the profi t or loss even though the fi nancial asset has not been derecognised.

The amount of the cumulative loss that is removed from equity and recognised in profi t or loss shall be the difference between the acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that fi nancial asset previously recognised in profi t or loss.

Impairment losses recognised in profi t or loss for equity investments classifi ed as available-for-sale are not subsequently reversed through profi t or loss. Impairment losses recognised in profi t or loss for debt instruments classifi ed as available-for-sale are subsequently reversed in profi t or loss if an increase in the fair value of the instrument can be objectively related to an event occurring after the recognition of the impairment loss.




Financial assets (cont’d)

Available-for-sale fi nancial assets (cont’d)

Impairment losses recognised in a previous interim period in respect of available-for-sale equity investments are not reversed even if the impairment losses would have been reduced or avoided had the impairment assessment been made at a subsequent reporting period or end of the reporting period.

Determination of fair value

The fair values of quoted fi nancial assets are based on current bid prices. If the market for a fi nancial asset is not active, the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash fl ow analysis, and option pricing models refi ned to refl ect the issuer’s specifi c circumstances. Where fair value of unquoted instruments cannot be measured reliably, fair value is determined by the transaction price.

Golf membership

Golf membership is measured initially at cost. Subsequent to initial recognition, golf membership is stated at cost less any accumulated impairment losses.

The carrying value of golf membership is reviewed annually for impairment when an indicator of impairment arises during the reported period indicating that the carrying value may not be recoverable.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and bank deposits which are subject to an insignifi cant risk of change in value.

Share capital

Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

Financial liabilities

The Group’s fi nancial liabilities include loans and borrowings and trade and other payables.

Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest-related charges are recognised as an expense in “fi nance costs” in the profi t or loss. Financial liabilities are derecognised if the Group’s obligations specifi ed in the contract expire or are discharged or cancelled.

Borrowings are recognised initially at fair value of proceeds received less attributable transaction costs, if any. Borrowings are subsequently stated at amortised cost which is the initial fair value less any principal repayments. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the profi t or loss over the period of the borrowings using the effective interest method. Interest expense is chargeable on the amortised cost over the period of the borrowings using the effective interest method.




Financial liabilities (cont’d)

Gains and losses are recognised in the profi t or loss when the liabilities are derecognised as well as through the amortisation process.

Borrowings which are due to be settled within 12 months after the end of reporting period are included in current liabilities in the statement of fi nancial position even though the original terms were for a period longer than 12 months and an agreement to refi nance, or to reschedule payments, on a long-term basis is completed after the end of fi nancial period. Borrowings to be settled within the Group’s normal operating cycle are classifi ed as current. Other borrowings due to be settled more than 12 months after the end of reporting period are included in non-current liabilities in the statement of fi nancial position.

Trade and other payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest method.

Provisions

Provisions are recognised when the Company and the Group have a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Present obligations arising from onerous contracts are recognised as provisions.

The Directors review provisions annually and where in their opinion, the provision is inadequate or excessive, due adjustment is made.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that refl ects, where appropriate, the risks specifi c to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as fi nance costs.

Operating leases

Where the Company/Group is the lessee

Rentals on operating leases are charged to the profi t or loss on a straight-line basis over the lease term. Lease incentives, if any, are recognised as an integral part of the net consideration agreed for the use of the leased asset. Penalty payments on early termination, if any, are recognised in the profi t or loss when incurred.

Where the Company/Group is the lessor

Assets leased out under operating leases are included under investment properties (see policy on investment properties). Rental income (net of any incentives given to lessees) on operating leases is recognised on a straight-line basis over the lease term (see policy on revenue recognition).




Income taxes

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of reporting period.

Deferred income tax is recognised for all taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither the accounting or taxable profi t or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profi t will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the date of the fi nancial position; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the date of the fi nancial position, to recover or settle the carrying amounts of its assets and liabilities.

The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the subsidiaries’ 5 years projections, which is adjusted for signifi cant non-taxable incomes and expenses and specifi c limits to the use of any unused tax loss or credit. The tax rules in numerous jurisdictions in which the Group operates are also carefully taken into consideration.

In compliance with Government Regulation No. 5/2002 dated 23 March 2002 of the Republic of Indonesia, each payment of building rentals is subject to fi nal tax of 10% from the gross rental amount starting 1 May 2002.

Current and deferred income taxes are recognised as income or expense in the profi t or loss.




Employee benefi ts

Pension obligations

The Group participates in national pension schemes as defi ned by the laws of the countries in which it operates. As required by Indonesian Law, the Group makes contributions to the defi ned contributions state pension scheme, Jamsostek contributions are recognised as compensation expense in the same period as the employment that gives rise to the contributions. The ASTEK fund from Jamsostek contributions is responsible for the entire insurance claim relating to accidents incurred by the employees at the work place and for the entire retirement benefi t obligations of the related employees under the said state pension scheme.

The Group also makes contributions to a defi ned contribution pension plan which is administered by legal entity, “Dana Pensiun Lembaga Keuangan Indolife Pensiontama” for certain employees. The contributions are recognised as an expense in the same period as the employment that gives rise to the contributions.

The Company and its subsidiaries operating in Singapore contribute to the Central Provident Fund, a defi ned contribution plan regulated and managed by the Government of Singapore, which applies to the majority of the employees. The contributions to the national pension scheme are charged to the profi t or loss in the period to which the contributions relate.

Employee leave entitlements

Employee entitlements to annual leave are recognised when they accrue to employees. Accrual is made for the estimated liability for unconsumed leave as a result of services rendered by employees up to the reporting period.

Provisions for employee service entitlements

The Group has recognised unfunded employee benefi ts liability in accordance with Indonesian Labor Law No. 13/2003 dated 25 March 2003 (“the Law”).

The cost of providing employee benefi ts under the Law is determined using the projected unit credit actuarial valuation method. Actuarial gains and losses are recognised as income or expense when the net cumulative unrecognised actuarial gains and losses at the end of the previous reporting period exceeded 10% of the higher of the present value of defi ned obligation. These gains or losses are recognised over the expected average remaining working lives of the employees. Further, part service costs arising from the introduction of a defi ned benefi t plan or changes in the benefi ts payable of an existing plan are required to be amortised on a straight-line basis over the period until the benefi ts concerned become vested.

Key management personnel

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity. Directors and certain general managers/heads of department are considered key management personnel.



2(d) Summary of signifi cant accounting policies (cont’d) Impairment of non-fi nancial assets

The carrying amounts of the Company’s and Group’s non-fi nancial assets subject to impairment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

If it is not possible to estimate the recoverable amount of the individual asset, then the recoverable amount of the cash-generating unit to which the assets belong will be identifi ed.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefi t from synergies of the related business combination and represent the lowest level within the Company at which management controls the related cash fl ows.

Individual assets or cash-generating units that include goodwill or other intangible assets with an indefi nite useful life or those not yet available for use are tested for impairment at least annually. All individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, refl ecting market conditions less costs to sell and value-in-use, based on an internal discounted cash fl ow evaluation. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.

Any impairment loss is charged to the profi t or loss unless it reverses a previous revaluation in which case it is charged to equity.

With the exception of goodwill,

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount or when there is an indication that the impairment loss recognised for the asset no longer exists or decreases.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised.

A reversal of an impairment loss on a revalued asset is credited directly to equity under the heading revaluation surplus. However, to the extent that an impairment loss on the same revalued assets was previously recognised as an expense in the profi t or loss, a reversal of that impairment loss is recognised as income in the profi t or loss.

An impairment loss in respect of goodwill is not reversed, even if it relates to impairment loss recognised in an interim period that would have been reduced or avoided had the impairment assessment been made at a subsequent reporting or end of reporting period.



2(d) Summary of signifi cant accounting policies (cont’d) Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise signifi cant infl uence over the other party in making fi nancial and operating decisions. Parties are also considered related if they are subject to common control or common signifi cant infl uence. Related parties may be individuals or corporate entities.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured. Revenue from services is recognised when service has been rendered. Revenue from the sale of goods is recognised when all signifi cant risks and rewards of ownership of the goods have been passed to the customers. The following specifi c recognition criteria must also be met before revenue is recognised:

Sales of land and building

Revenue from the sale of land and building should be recognised when all the following conditions have been satisfi ed:

(a) The entity has transferred to the buyer the signifi cant risks and rewards of ownership of the goods;

(b) The entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

(c) The amount of revenue can be measured reliably;

(d) It is probable that the economic benefi ts associated with the transaction will fl ow to the enterprise; and

(e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Group also considers the means of payment and evidence of the buyer’s commitment to complete payment, for example, when the aggregate of the payments received, including the buyer’s initial down payment, or continuing payments by the buyer, provide insuffi cient evidence of the buyer’s commitment to complete payment.

If the above conditions are not met, the payments received are accounted for under the deposit method.

Resort operations and ferry services

Revenue is recognised when the services are rendered.

Golf and social facilities revenue

Revenue from golf and social facilities is recognised as goods are delivered or services rendered. Revenue from golf subscription fees is recognised over the period of the subscription.




Revenue recognition (cont’d)

Rental income and rendering of service and maintenance

Revenue from rental, service and maintenance charges is recognised proportionately over the lease term. The aggregate cost of any incentives as a reduction of rental income is recognised proportionately over the lease term. Rental payments received in advance are recorded as unearned income and amortised proportionately over the lease term using the straight-line method. Deposits received from tenants are recorded as part of other current liabilities.

Telecommunication service

Revenue from telecommunication services is recognised on the accrual basis. Revenue from telecommunication installation services is recognised at the time the installations are placed in service. Revenue from network interconnection with other domestic telecommunication carriers are recognised at the time connections takes place.

Clinic operation

Income from clinic operation is recognised when medical services are rendered or when medical supplies are delivered to patients.

Utilities revenue

Revenue from electricity and water supply is recognised upon delivery.

Interest income

Interest income is recognised on a time-apportioned basis using the effective interest rate method.

Dividends

Dividend income is recognised when the shareholders’ right to receive the payment is established.

Capitalisation of borrowing costs

Interest costs and similar charges are expensed in the profi t or loss in the period in which they are incurred, except to the extent that they are capitalised as being attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to prepare for its intended use or sale. Foreign exchange differences arising from foreign currency borrowings are capitalised to the extent that they are regarded as an adjustment to interest costs. Capitalisation of borrowing costs will cease when all the activities necessary to prepare the asset for its intended use or sale are substantially completed.

Functional and presentation currency

Items included in the fi nancial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The fi nancial statements of the Company and the Group are presented in Singapore dollars, which is also the functional currency of the Company.




Conversion of foreign currencies

Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the date of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the end of reporting period are recognised in the profi t or loss, unless they arise from borrowings in foreign currencies and net investment in foreign operations. Those currency translation differences are recognised in the currency translation reserve in the consolidated fi nancial statements and transferred to the profi t or loss as part of the gain or loss on disposal of the foreign operation.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the date of the translations.

Group entities

The results and fi nancial position of all the entities within the Group that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) Assets and liabilities are translated at the closing exchange rates at the date of the end of the reporting period;

(ii) Income and expenses are translated at average exchange rates; and

(iii) All resulting currency translation differences are recognised in the currency translation reserve in equity.

Financial instruments

Financial instruments carried on the statement of fi nancial position include cash and cash equivalents, fi nancial assets and fi nancial liabilities. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

Disclosures on fi nancial risk management objectives and policies are provided in Note 36.

Operating segment

For management purposes, operating segments are organised based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segment under their charge. The segment managers are directly accountable to their chief executive offi cer who regularly reviews the segment results in order to allocate resources to the segments and to assess segment performance.



3 Revenue

Revenue of the Group consists of income from operations of industrial park, utilities, resort and property development. The segmental analysis is given in Note 35.

Revenue excludes applicable goods and services tax and inter-company transactions and is arrived at after deduction of any trade discounts.

4 Intangible assets

GoodwillComputer software Total

The Company $’000 $’000 $’000

CostAt 1 January 2010 and 31 December 2010 – 47 47Additions – 60 60At 31 December 2011 – 107 107

Accumulated amortisationAt 1 January 2010 – 40 40

Amortisation for the year – 4 4

At 31 December 2010 – 44 44Amortisation for the year – 33 33At 31 December 2011 – 77 77

Net book value At 31 December 2011 – 30 30

At 31 December 2010 – 3 3



4 Intangible assets (cont’d)

GoodwillComputer software Total

The Group $’000 $’000 $’000

CostAt 1 January 2010 1,164 816 1,980

Additions – 149 149

At 31 December 2010 1,164 965 2,129Additions – 101 101At 31 December 2011 1,164 1,066 2,230

Accumulated amortisation At 1 January 2010 – 583 583

Amortisation for the year – 143 143

At 31 December 2010 – 726 726Amortisation for the year – 160 160At 31 December 2011 – 886 886

Net book valueAt 31 December 2011 1,164 180 1,344

At 31 December 2010 1,164 239 1,403

Goodwill

Goodwill is allocated to the Group’s cash-generating units (“CGU”) identifi ed according to business segments. Goodwill is solely allocated to property development segment.

The recoverable amount of a CGU was determined based on value-in-use calculation. This calculation uses cash fl ow projections based on fi nancial budgets approved by management covering a fi ve-year period. These cash fl ows projections are based on future contributions from rental and utilities income in Bintan Island by the Group and were based on the following assumptions:

Cash fl ows were projected based on actual operating results and the fi ve-year business plan.

A pre-tax discount of 6.33% was applied in determining the recoverable amount. The discount rate refl ects the current market assessments of time value of money.



5 Property, plant and equipment

Furniture,fi xtures and equipment

Offi ce equipment

Leasehold improvements Total

The Company $’000 $’000 $’000 $’000

CostAt 1 January 2010 110 169 357 636

Additions 3 60 – 63

Disposals – (11) – (11)

At 31 December 2010 113 218 357 688Additions 1 9 – 10Disposals (9) (28) – (37)At 31 December 2011 105 199 357 661

Accumulated depreciationAt 1 January 2010 83 111 83 277

Depreciation for the year 13 50 72 135

Disposals – (11) – (11)

At 31 December 2010 96 150 155 401Depreciation for the year 11 45 71 127Disposals (8) (28) – (36)At 31 December 2011 99 167 226 492

Net book valueAt 31 December 2011 6 32 131 169

At 31 December 2010 17 68 202 287



5 Property, plant and equipment (cont’d)

Balance at 1.1.2011

Exchange translation difference Additions

Reclassifi -cation/

transfers DisposalsBalance at

31.12.2011The Group $’000 $’000 $’000 $’000 $’000 $’000

CostLeasehold land 99,963 – 340 – (363) 99,940Land improvements 4,710 – – 241 – 4,951Landfi ll 1,572 – – 3,018 – 4,590Building and infrastructures 221,710 – 56 3,511 (1,284) 223,993Golf course 25,307 – – – – 25,307Utilities plant and machinery 305,310 – 56 361 – 305,727Machinery and equipment 55,079 – – – – 55,079Vessels and ferry equipment 51,114 – 132 (1) – 51,245Working wharf 1,685 – – – – 1,685Transportation equipment and vehicles 6,466 – 476 59 (52) 6,949Medical equipment 797 – – – – 797Furniture, fi xtures and equipment 26,946 – 799 1,042 (376) 28,411Offi ce equipment 5,993 – 211 (27) (364) 5,813Resort equipment 2,286 – – – – 2,286Reservoir 12,734 – – 727 – 13,461Telecommunications equipment 11,247 6 406 41 – 11,700Leasehold improvements 1,032 – – – – 1,032Construction-in-progress 9,170 (22) 4,319 (9,207) – 4,260Total 843,121 (16) 6,795 (235) (2,439) 847,226




Balance at 1.1.2011

Exchange translation difference

Depreciationfor the year

Reclassifi -cation/


31.12.2011The Group $’000 $’000 $’000 $’000 $’000 $’000

Accumulated depreciationLeasehold land 29,055 – 1,811 – (57) 30,809Land improvements 3,020 – 249 – – 3,269Landfi ll 1,572 – 304 – – 1,876Building and infrastructures 142,588 – 10,268 – (610) 152,246Golf course 9,212 – 546 – – 9,758Utilities plant and machinery 204,443 – 11,100 – – 215,543Machinery and equipment 48,627 – 1,175 – (42) 49,760Vessels and ferry equipment 19,880 – 3,037 – – 22,917Working wharf 1,685 – – – – 1,685Transportation equipment and vehicles 5,924 – 350 – (9) 6,265Medical equipment 699 – 17 – – 716Furniture, fi xtures and equipment 20,929 – 2,016 – (374) 22,571Offi ce equipment 4,361 – 528 (11) (369) 4,509Resort equipment 1,962 – 113 – – 2,075Reservoir 6,787 – 462 – – 7,249Telecommunications equipment 6,757 (4) 528 – – 7,281Leasehold improvements 1,032 – – – – 1,032Total 508,533 (4) 32,504 (11) (1,461) 539,561

Balance at 1.1.2011

Balance at 31.12.2011

The Group $’000 $’000

Net book valueLeasehold land 70,908 69,131Land improvements 1,690 1,682Landfi ll – 2,714Building and infrastructures 79,122 71,747Golf course 16,095 15,549Utilities plant and machinery 100,867 90,184Machinery and equipment 6,452 5,319Vessels and ferry equipment 31,234 28,328Working wharf – –Transportation equipment and vehicles 542 684Medical equipment 98 81Furniture, fi xtures and equipment 6,017 5,840Offi ce equipment 1,632 1,304Resort equipment 324 211Reservoir 5,947 6,212Telecommunications equipment 4,490 4,419Leasehold improvements – –Construction-in-progress 9,170 4,260Total 334,588 307,665




Balance at 1.1.2010

Exchange translation difference Additions

Reclassifi -cation/


31.12.2010The Group $’000 $’000 $’000 $’000 $’000 $’000

CostLeasehold land 100,018 – – – (55) 99,963

Land improvements 4,710 – – – – 4,710

Landfi ll 1,572 – – – – 1,572

Building and infrastructures 221,342 (3) 265 273 (167) 221,710

Golf course 25,307 – – – – 25,307

Utilities plant and machinery 304,748 – 14 548 – 305,310

Machinery and equipment 54,865 – 214 – – 55,079

Vessels and ferry equipment 50,973 – 1,533 – (1,392) 51,114

Working wharf 1,685 – – – – 1,685

Transportation equipment and vehicles 6,648 (4) 218 29 (425) 6,466

Medical equipment 797 – – – – 797

Furniture, fi xtures and equipment 26,857 (15) 492 66 (454) 26,946

Offi ce equipment 5,881 – 321 – (209) 5,993

Resort equipment 2,160 – 126 – – 2,286

Reservoir 12,734 – – – – 12,734

Telecommunications equipment 11,201 (268) 307 25 (18) 11,247

Leasehold improvements 1,032 – – – – 1,032

Construction-in-progress 6,884 (2) 3,982 (1,694) – 9,170

Total 839,414 (292) 7,472 (753) (2,720) 843,121




Balance at 1.1.2010

Exchange translation difference

Depreciation for the year

Reclassifi -cation/

Transfers DisposalsBalance at

31.12.2010The Group $’000 $’000 $’000 $’000 $’000 $’000

Accumulated depreciationLeasehold land 27,304 – 1,778 – (27) 29,055Land improvements 2,785 – 235 – – 3,020Landfi ll 1,570 – 2 – – 1,572Building and infrastructures 131,834 (1) 10,826 – (71) 142,588Golf course 8,668 – 544 – – 9,212Utilities plant and machinery 191,750 – 12,693 – – 204,443Machinery and equipment 47,354 – 1,273 – – 48,627Vessels and ferry equipment 18,254 – 3,018 – (1,392) 19,880Working wharf 1,685 – – – – 1,685Transportation equipment and vehicles 6,007 (4) 346 – (425) 5,924Medical equipment 680 – 19 – – 699Furniture, fi xtures and equipment 20,502 (13) 894 – (454) 20,929Offi ce equipment 4,095 – 468 – (202) 4,361Resort equipment 1,826 – 136 – – 1,962Reservoir 6,363 – 424 – – 6,787Telecommunications equipment 6,473 (192) 494 – (18) 6,757Leasehold improvements 1,024 – 8 – – 1,032Total 478,174 (210) 33,158 – (2,589) 508,533

Balance at 1.1.2010

Balance at 31.12.2010

The Group $’000 $’000

Net book valueLeasehold land 72,714 70,908Land improvements 1,925 1,690Landfi ll 2 –Building and infrastructures 89,508 79,122Golf course 16,639 16,095Utilities plant and machinery 112,998 100,867Machinery and equipment 7,511 6,452Vessels and ferry equipment 32,719 31,234Working wharf – –Transportation equipment and vehicles 641 542Medical equipment 117 98Furniture, fi xtures and equipment 6,355 6,017Offi ce equipment 1,786 1,632Resort equipment 334 324Reservoir 6,371 5,947Telecommunications equipment 4,728 4,490Leasehold improvements 8 –Construction-in-progress 6,884 9,170Total 361,240 334,588




The leasehold land on Bintan Island represents 1,696.95 ha used as site for utilities and common facilities under PT Bintan Resort Cakrawala.

The details of the leasehold land (“Hak Guna Bangunan”/“HGB”) under PT Bintan Resort Cakrawala comprise the following:

HGB Expiration date

Land parcels AU1 13 December 2023 (66 ha)

Land parcels BT1a 16 February 2025 (70.95 ha)

Land parcels WR1 16 February 2025 (1,560 ha)

The leasehold land and property (“Hak Guna Bangunan”/“HGB”) at Batam Island, which are leased from Batam Industrial Development Authority, are held for 30 years up to the following expiration dates:

HGB Expiration date

PT Batamindo Investment Cakrawala (250.2 ha) 17 and 18 December 2019 (50.3 ha and 169.5 ha),26 February 2025 (28.9 ha) and 1 July 2031 (1.5 ha)

PT Batamindo Executive Village (213 ha) 31 August 2020

PT Bintan Inti Industrial Estate’s HGB at Bintan Island is valid for 30 years up to the following expiration dates:

HGB Expiration date

PT Bintan Inti Industrial Estate (269.6 haexcluding land sold)

24 August 2025 (260.08 ha) and 13 December 2023 (9.52 ha)

The Group obtained approval from Badan Pertanahan Nasional to renew its HGB title over those land parcels for 20 years and also for another 30 years if the land parcels were utilised in accordance with their zone functions based on Government Decree No. 40/1993 article 4.

As at 31 December 2011, construction-in-progress at the Industrial Parks amounting to $2,243,000 (2010 - $1,094,000) includes all costs related to the construction of the industrial complex and supporting infrastructures and amenities. The accumulated costs will be transferred to the appropriate property and equipment and investment property accounts upon completion of the specifi c phases of the Project.

As at 31 December 2011, construction-in-progress at the Executive Village amounting to $1,029,000

(2010 - $958,000) represents all preliminary costs related to the construction of condominium phase 3A and for golf course phase 2 such as design, soil investigation and consultation fee.

The remaining balance of construction-in-progress represents mainly all preliminary costs related to the construction of urban beach centre in Bintan Island which amounted to $988,000 (2010 - $7,118,000).



6 Investment properties

2011 2010The Group $’000 $’000

CostBalance at beginning of year 573,029 574,693

Additions 720 149

Disposals (106) (2,566)

Transfer from construction-in-progress 179 753

Balance at end of year 573,822 573,029

Accumulated depreciation Balance at beginning of year 319,296 298,102

Depreciation for the year 22,150 22,072

Disposals (61) (878)


Net book value 232,437 253,733

Details of the investment properties are as follows:

Description and locationGross Area

(approximately)

Factories, dormitories, commercial complex and housing in BatamindoIndustrial Park, Batamindo Executive Village and Bintan Inti Industrial Estate situated at Batam Island and Bintan Island 926,616 sqm

As of 31 December 2011, the fair value of the investment properties amounted to $492,167,000 were based on valuation in 2011 using the income approach/cost approach by independent professional valuers, KJPP Rengganis, Hamid & Rekan after taking into consideration the prevailing market conditions and other factors considered appropriate by the Directors, except for PT Batamindo Executive Village (BEV)’s investment properties. The net carrying values of BEV’s investment properties as of 31 December 2011 amounted to $13,866,000 (2010 - $14,764,000) which approximates fair value based on management’s estimates.



7 Subsidiaries

2011 2010The Company $’000 $’000

Unquoted equity investments, at cost 1,207,642 1,207,642

The subsidiaries as at 31 December 2011 are as follows:

Name of subsidiaries

Country ofincorporation/principal place

of business Cost of investmentPercentage of

effective interest Principal activities 2011 2010 2011 2010

$’000 $’000 % %

Directly held

PT Batamindo InvestmentCakrawala (“PT BIC”) (1)

Indonesia 463,663 463,663 99.99 99.99 Development and management of industrial estate

Verizon Resorts Limited(“VRL”) (2)

Malaysia 613,341 613,341 100 100 Investment holding

PT Bintan Inti IndustrialEstate (“PT BIIE”) (1) (a)

Indonesia 117,439 117,439 100 100 Development, operation, maintenance and management of Bintan Industrial Estate together with the supporting infrastructure support activities

PT Bintan Resort Cakrawala(“PT BRC”) (1) (b)

Indonesia 5,569 5,569 86.77 86.77 Development and operation of a tourism area in Bintan including the sale of land in such area

Bintan Resort Ferries Private Limited (“BRF”) (4) (c)

Singapore 5,200 5,200 90.74 90.74 Provision of ferry services between Singapore and Bintan



7 Subsidiaries (cont’d)





$’000 $’000 % %

Indirectly held through PT BIC:

PT Batamindo ExecutiveVillage (“PT BEV”) (1)

Indonesia – – 60 60 Development and operation of Southlinks Country Club and Batam Executive Village, an integrated complex consisting of golf course, condominiums, cottages and other social facilities

PT Batam BintanTelekomunikasi (“PT BBT”) (1)

Indonesia – – 95 95 Telecommunications service provider

Batamindo MedicalManagement Pte Ltd (5) (i)

Singapore – – 100 – Dormant

Indirectly held through VRL

PT Surya Bangunpertiwi(“PT SBP”) (3)

Indonesia – – 99.99 99.99 Wholesaler of hotels, resorts and golf courses

PT Buana Megawisatama(“PT BMW”) (3)

Indonesia – – 99.99 99.99 Wholesaler of hotels, resorts and golf courses, resort development activities andbusiness management consultancy

PT Suakajaya Indowahana (“PT SI”) (3) (d)

Indonesia 2,430 2,430 100 100 Trading, industry, development and services

Batamindo Investment (S)Ltd (“BIS”) (4) (e)

Singapore – – 100 100 Management consultancy services

Bintan Resorts InternationalPte. Ltd. (“BRI”) (4) (f)

Singapore – – 100 100 Marketing and providing support services to PT BRC and PT BMW








$’000 $’000 % %

Indirectly held through VRL(cont’d)

Golf View Limited (5) Seychelles – – 100 100 Investment holding

Crystal Grace International Ltd (5) (g)

British Virgin Islands

– – 100 100 Investment holding

Treasure Home Ltd (5) (g) British Virgin Islands


Win Field Ltd (5) (g) British Virgin Islands


Starhome Ltd (5) (g) British Virgin Islands


Indirectly held through BRF

BRF Holidays Pte Ltd(“BRFH”) (h)

Singapore – – – 90.74 Provision of tour operations and related services

1,207,642 1,207,642

(a) The Company has an interest of 40% in PT BIIE and the balance of 60% is held by PT BIC.

(b) The Company has a direct interest of 3.69% in PT BRC, while a subsidiary, VRL, has an interest of 67.83% in PT BRC, and another subsidiary, PT SI, has an interest of 15.25% in PT BRC. The effective interest of equity held by the Group is 86.77%.

(c) The Company has a direct interest of 30% in BRF whilst its subsidiary, PT BRC, has an interest of 70%. The effective interest of equity held by the Group is 90.74%.

(d) In 2007, the Company acquired a direct interest of 20% in PT SI for a purchase consideration of $2,430,000 satisfi ed in full by the issuance of 2,059,372 ordinary shares at the issue price of approximately $1.18 per share, whilst its subsidiary, VRL, has an interest of 80%. The effective interest of equity held by the Group is 100%.

(e) In 2007, PT BIC transferred its entire interest of 100% in BIS to VRL. As a result, BIS became a wholly-owned subsidiary of VRL.

(f) In 2008, the Company’s wholly-owned subsidiary, VRL, has incorporated BRI in Singapore.

(g) In 2008, the Company’s wholly-owned subsidiary, VRL, has incorporated Crystal Grace International Ltd, Treasure Home Ltd, Win Field Ltd and Starhome Ltd in British Virgin Islands (“BVI”).

(h) In 2011, the Company’s subsidiary, BRF sold all the issued shares in the capital of BRFH to Kirinsgate Angel Investment Holdings Pte. Ltd. for an aggregate cash consideration of S$240,388. Accordingly, BRFH has ceased to be a subsidiary of the Company.

(i) During the year, PT BIC acquired the remaining 50% of issued share capital of Batamindo Medical Management Pte Ltd (“BMM”) for a consideration of $5,000, making BMM a wholly-owned subsidiary.




(1) Audited by Gani Mulyadi & Handayani, a member fi rm of Grant Thornton International Limited

(2) Audited by Chieng & Associates

(3) Audited by Drs Johan Malonda Mustika & Rekan

(4) Audited by Foo Kon Tan Grant Thornton LLP

(5) Not required to be audited by law in the country of incorporation

Shares held in PT BIC, PT BIIE, PT BBT, PT BMW and VRL are pledged as collateral to secure bank loans as disclosed under Note 22 - “Loans and borrowings”.

8 Associates

2011 2010The Group $’000 $’000

Unquoted equity investments, at cost 14,709 14,709

Exchange translation difference 1 (331)

Share of post-acquisition reserves 744 573

15,454 14,951

The associates are as follows:

Name

Country of incorporation/principal place

of businessPercentage of

effective interest Principal activities2011 2010

% %

Held by PT BIC

PT Soxal Batamindo Industrial Gases (1)

Indonesia 30 30 Production and sale of industrial gases

Batamindo Carriers Pte Ltd (2) Singapore 36 36 Provision of ship and boat chartering services

Gallant Power and Resources Limited (3) (4)

British Virgin Islands

49 49 Investment holding

Batamindo Medical Management Pte Ltd (3) (5)

Singapore – 50 Dormant

Held by PT SI

Bintan Resort Management Pte Ltd (3)

Singapore 40 40 Dormant



8 Associates (cont’d) (1) Audited by Purwantono, Suherman & Surja

(2) Audited by KPMG, Singapore

(3) Not required to be audited in the country of incorporation

(4) In 2008, the Company’s wholly-owned subsidiary, VRL incorporated Gallant Power and Resources Limited (“GPR”). On 20 July 2009, VRL transferred its 100 shares (US$100) of GPR to PT BIC and subsequently, PT BIC increased its ownership in GPR by issuing additional 19,999,900 ordinary shares (US$19,999,900). GPR also entered into a Joint Venture with Salim Group to subscribe for a US$20 million Convertible Bond issued by PT Sebuku Iron Lateritic Ores - an iron-ore and coal mining company in Kalimantan island, Indonesia. The Joint Venture shareholders are Salim Group’s Top Union (49%), Salim Group’s Dornier Profi ts (2%) and PT BIC (49%).

On 24 August 2009, Top Union and Dornier Profi ts exercised the put/call option and acquired their 49% and 2%, respectively, stake in GPR.

(5) During the year, PT BIC acquired the remaining 50% of issued share capital of Batamindo Medical Management Pte Ltd (“BMM”) for a consideration of $5,000, making BMM a wholly-owned subsidiary.

The summarised fi nancial information of associates is as follows:

2011 2010$’000 $’000

Current assets 1,329 1,565

Non-current assets 32,344 31,192

Current liabilities (1,486) (1,383)

Non-current liabilities – (36)

Net assets 32,187 31,338

Share of associates’ revenue, net profi t and dividends:

2011 2010$’000 $’000

Revenue 1,381 1,337

Net profi t 744 93

Dividends (240) (120)

9 Other investments

2011 2010The Group $’000 $’000

Unquoted equity investments, at cost 10,000 10,000

Allowance for impairment losses (10,000) (10,000)

– –

The unquoted equity investments comprise the subsidiary’s shares of approximately 10% of total shares in Bintan Lagoon Resort Ltd (“BLRL”) and are classifi ed as available-for-sale fi nancial assets. There is also no active market for the equity interest as the purchase agreement stipulated the requirement to sell all interests to the main shareholder, when the need arises. As such, it is not practicable to determine with suffi cient reliability the fair value of the unquoted equity shares. The carrying amount of the unquoted equity investments has been fully written off as BLRL is in a net defi cit position.



10 Deferred tax assets

2011 2010The Group $’000 $’000

Balance at beginning of year 4,286 5,409

Foreign exchange difference (8) (56)

Charged to profi t or loss (Note 29) (80) (1,067)


The balance comprises tax on:

Balance at 1 January

2011

Credited/(Charged) toprofi t or loss

Foreign exchange difference

Balance at31 December

2011The Group $’000 $’000 $’000 $’000

Fiscal loss net of expired tax loss 4,804 – (14) 4,790

Estimated liability for employee service entitlements 747 145 (6) 886

Allowance for doubtful debts 600 – – 600

Allowance for impairment loss of investments 2,500 – – 2,500

Valuation allowance (3,867) – – (3,867)

Property, plant and equipment (498) (225) 12 (711)

4,286 (80) (8) 4,198

Balance at 1 January

2010

Credited/(Charged) toprofi t or loss



2010The Group $’000 $’000 $’000 $’000

Fiscal loss net of expired tax loss 4,805 37 (38) 4,804

Estimated liability for employee service entitlements 879 (105) (27) 747

Allowance for doubtful debts 1,976 (1,376) – 600

Allowance for impairment loss of investments 2,500 – – 2,500

Valuation allowance (3,867) – – (3,867)

Property, plant and equipment (884) 377 9 (498)

5,409 (1,067) (56) 4,286



11 Loan receivable

2011 2010The Group $’000 $’000

Loan receivable

Not later than one year – –

Later than one year and not later than fi ve years 47,500 47,500

Later than fi ve years – –

47,500 47,500

The original convertible loan receivable of approximately $62,046,000 was unsecured and was convertible at the option of its subsidiary, Verizon Resorts Limited (“VRL”), into shares in the capital of PT Alam Indah Bintan (“PT AIB”) at the par value of each PT AIB share of US$1. The conversion price was agreed between the parties taking into account the unaudited net liabilities of PT AIB as at 31 December 2004 of approximately $14,900,000. Interest on the loan is at the rate of 1.5% above the Singapore Inter-bank Offer Rate (“SIBOR”) on a quarterly basis per annum. The PT AIB Convertible Loan shall be settled via repayment and/or the issue of PT AIB shares pursuant to the exercise of the option, in any event by 31 December 2009.

On 31 December 2009, PT AIB made a payment of principal and interest amounting to approximately $13,300,000. The outstanding principal amount under PT AIB convertible bond after the repayment is $60,000,000 and both parties have agreed to extend the tenure of the convertible bond from 31 December 2009 to 31 December 2010. The interest on the extended loan is at the rate of 1.75% above the SIBOR on a quarterly basis per annum.

On 3 September 2010, PT AIB made another repayment of principal and interest amounting to approximately $13,600,000 and reduced the balance of the convertible bond to $47,500,000. The tenure of the convertible bond has been extended to 31 December 2012, though it is expected to be recovered after that. The interest on the extended loan is at the rate of 4.6% above the SIBOR on a quarterly basis per annum.

The conversion of the loan receivable from PT AIB into PT AIB shares would result in VRL holding approximately 45.8% of the enlarged issued share capital of PT AIB. In that event, PT AIB will become an associate of VRL.

The loan receivable is denominated in Singapore dollar.



12 Notes receivable

2011 2010The Company and The Group $’000 $’000

Notes receivable from Market Strength Limited (1) (2) 279,556 278,613

(1) On 10 March 2010, the Group entered into an Investment Agreement with Market Strength Limited (“MSL”) which has the right to acquire interest in prime property in Lao Xi Men (“LXM”), Shanghai, the People’s Republic of China and subscribed US$202,500,000 notes (S$272,100,000) with detachable warrants. The notes bear interest at 6 month SIBOR plus 5.75% per annum and at 6 month LIBOR plus 5.75% per annum for US$72,500,000 and US$130,000,000 respectively from total notes.

The proceeds of the issuance of the notes with warrants will be utilised in connection with the acquisition of the above property.

The warrants may be exercised at any time up to 1 December 2014. Each warrant entitles the Company to subscribe for one new share in MSL at an exercise price for each new share equal to its par value. The exercise price for each warrant (which is subject to adjustment under certain circumstances) is US$1 and the aggregate exercise price for the warrants is US$202,500,000. Payment of the exercise price shall be made in cash or notes of principal amount equal to the full amount of the exercise price payable in respect of the warrants exercised, or a combination of both. As at 31 December 2011, all the warrants remain unexercised.

(2) On 30 September 2010, the Company entered into an assignment agreement with MSL, whereas MSL agreed to assign US$5,000,000 (S$6,456,500) notes receivables to the Company as a discharge of MSL’s debt to the Company. The notes bear interest at 9% per annum and due on 1 December 2014.

13 Other non-current assets


$’000 $’000 $’000 $’000

Golf membership (1) – – 1,983 1,983

Provision for impairment loss – – (303) (303)

– – 1,680 1,680

Estimated claims for income tax refund – – 185 611

Deposits paid – – 630 605

Interest receivable from notes (Note 12) 30,731 12,383 30,731 12,383

Recoverable from MSL 4,096 – 4,096 –

34,827 12,383 37,322 15,279

(1) Golf membership represents the value of non-refundable unsold golf membership. Due to the low market demand for golf membership, the Group wrote down the non-refundable membership to its recoverable amount. The recoverable amount is based on the published market price of the golf membership which is ranging from $7,000 to $8,000 for each golf membership as of 31 December 2011.



14 Land inventories

2011 2010The Group $’000 $’000

Land for sale, at cost 569,681 558,509

As at 31 December 2011 and 2010, PT SBP’s land inventories comprise 3,763 ha with Building Use Right (“HGB”). Part of the land’s HGB for 3,285 ha will expire in 30 years while the HGB of 478 ha has been extended and renewed for a period of 80 years.

As at 31 December 2011, PT BMW’s land inventories comprise 14,041 ha (2010 - 14,057 ha) of land with HGB certifi cates. Part of the land’s HGB amounting to 12,023 ha (2010 - 12,023 ha) will expire in 30 years while the HGB of 2,018 ha (2010 - 2,034 ha) has been extended and renewed for a period of 80 years.

15 Other inventories

2011 2010The Group $’000 $’000

Fuel and lubrication oil, at cost 6,557 6,679

Medicines, at cost 29 36

Consumables and supplies, at cost 5,843 5,964

12,429 12,679

Allowance for inventories obsolescence (1,569) (1,564)

10,860 11,115

Stated at:

Cost

Medicine 29 36

Fuel and lubrication oil 1,747 1,927

Consumables and supplies 1,261 1,320

Net realisable value

Fuel and lubrication oil 4,775 4,736

Consumables and supplies 3,048 3,096

10,860 11,115

In 2011, $5,000 (2010 - $774,000) was recognised to profi t or loss as inventory obsolescence due to slow moving consumables and supplies.



16 Trade and other receivables

The Company The Group2011 2010 2011 2010$’000 $’000 $’000 $’000

Trade receivables

- related parties – – 1,832 3,389

- external parties – – 36,837 35,542

Impairment of trade receivables – – (6,448) (7,781)

Net trade receivables (i) – – 32,221 31,150

Other receivables:

Refundable deposits – 493 – 493

Prepayments 7,053 9,306 10,811 10,314

Amount owing by subsidiaries 117,394 114,634 – –

Amount owing by related parties – – 2,775 3,089

Others 687 411 – 411

125,134 124,844 13,586 14,307

Impairment of other receivables – – (814) (931)

Net other receivables (ii) 125,134 124,844 12,772 13,376

Total (i) + (ii) 125,134 124,844 44,993 44,526

Trade and other receivables are denominated in the following currencies:


Singapore dollar 125,134 124,844 43,890 39,960

Indonesian rupiah – – 1,089 4,562

United States dollar – – 14 4

125,134 124,844 44,993 44,526

Trade receivables are generally due within 30 to 90 days (2010 - 30 to 90 days) and do not bear any interest.

All receivables are subject to credit risk exposure. The Group does not identify any specifi c concentration of credit risk as the trade receivables resemble a large number of balances spread over a large number of customers. The Company has identifi ed signifi cant concentration of credit risk arising from the loan given to a subsidiary.

Certain trade receivables are used as collateral for the interest-bearing loans obtained as disclosed in Note 22 - “Loans and borrowings”.

The amount owing by subsidiaries represents loans and advanced payment of expenses is unsecured and repayable on demand.

The non-trade amount owing by related parties represents mainly advanced payment of expenses. This account is non-interest bearing, unsecured and repayable on demand.

The related parties are corporate entities who are subject to common control or common signifi cant infl uence by a shareholder of the Company, including fellow subsidiaries.



17 Cash and bank balances


Cash on hand 6 9 182 269

Cash and bank balances 52,502 55,556 92,395 119,856

52,508 55,565 92,577 120,125

Time deposits 50 30,713 2,507 40,240

52,558 86,278 95,084 160,365

The cash and bank balances are denominated in the following currencies:


Singapore dollar 51,797 51,246 86,187 101,055

United States dollar 757 35,028 1,452 42,184

Indonesian rupiah – – 7,441 17,122

Others 4 4 4 4

52,558 86,278 95,084 160,365

Interest rate on time deposits (per annum)

The Group2011 2010

Singapore dollar 0.05% to 0.25% 0.1% to 0.26%

United States dollar 0.08% to 0.3% 0.14% to 0.3%

Indonesian rupiah 2.5% to 7% –

18 Share capital

2011 2010The Company and The Group $’000 $’000

Issued and fully paid, with no par value:2,412,482,556 ordinary shares 1,207,642 1,207,642

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. All shares rank equally with regard to the Company’s residual assets. The shares have no par value.



19 Deposits from tenants and golf membership

2011 2010The Group $’000 $’000

Deposits from tenants 27,244 30,708

Refundable golf membership deposit 4,612 4,590

31,856 35,298

Deposits from tenants represent advance payments received from tenants equivalent to certain months’ factory and dormitory rentals, hawkers’ centres, and deposits for electricity supply, in accordance with the provisions of their respective lease agreements. These deposits will be refunded or applied against rentals due at the end of the lease period.

Refundable deposits received for golf club membership, which consist of Individual Type, Corporate A and B type, will be due on 1 August 2020.

20 Employee benefi ts liabilities

2011 2010The Group $’000 $’000


Net employee benefi ts expense (Note 27) 1,411 1,101

Actual benefi t payments (391) (492)

Foreign exchange difference (131) (303)


On 20 June 2000, under Indonesian Law, the Minister of Manpower of the Republic of Indonesia issued Decree No. Kep-150/Men/2000 regarding “The Settlement of Work Dismissal and Determination of Separation, Gratuity and Compensation Payment by Companies”. Should there be any work dismissal, a company is obliged to settle any separation, gratuity and compensation payment, based on the duration of work of the respective employees and in accordance with the conditions stated in the Decree.

The Decree has been enacted into Law No.13 of 2003 regarding Manpower by the President of the Republic of Indonesia on 25 March 2003.

The Group recognised a provision for employees’ service entitlement in accordance with the above Law. The benefi ts are unfunded. The provision is estimated using the “Projected Unit Credit Method” based on the actual calculation performed by independent actuaries, PT Dayamandiri Dharmakonsilindo and PT Jasa Aktuaria Pensiun dan Asuransi which considered the following assumptions:

Discount rate : 6.5% to 8.0% (2010 - 7.7% to 8%) per annum Mortality rate : USA Table of Mortality, commissioners standard ordinary 1980 Annual salary increases : 5% to 12.5% (2010 - 6% to 8.5%) per annum Retirement age : 55 years Turnover rates : 5% up to age 25 and reducing linearly up to 0% at the age of 45 and thereafter Disability rate : 10% of mortality rate



20 Employee benefi ts liabilities (cont’d)

The net employee benefi ts expense comprises the following:

2011 2010The Group $’000 $’000

Current service cost 678 615

Interest expense 764 626

Immediate recognition of past service cost - vested – (6)

Immediate adjustment of termination plan 114 –

Excess payment – 223

Unrecognised past service cost (118) 22

Amortisation of past service cost 21 –

Actuarial gain (48) (379)

1,411 1,101

Employee benefi ts liabilities:

Present value of employee benefi ts liabilities 9,227 7,579

Unrecognised past service cost (218) (238)

Unrecognised actual (gain)/loss (495) 284

8,514 7,625

21 Deferred tax liabilities


Balance at beginning of year 223 – 1,743 1,168

Foreign exchange difference – – (13) (47)

Charged to profi t or loss 188 223 352 622

Balance at end of year 411 223 2,082 1,743

The balance comprises tax on:

Balance at1 January

2011

Charged/(credited) to profi t or loss



2011The Company $’000 $’000 $’000 $’000

Fiscal loss net of expired tax loss (2,165) 2,041 – (124)Property, plant and equipment 23 (7) – 16Interest income 2,365 (1,846) – 519

223 188 – 411



21 Deferred tax liabilities (cont’d)

Balance at1 January

2010




2010The Company $’000 $’000 $’000 $’000

Fiscal loss net of expired tax loss – (2,165) – (2,165)

Property, plant and equipment – 23 – 23

Interest income – 2,365 – 2,365

– 223 – 223

Balance at1 January

2011




2011The Group $’000 $’000 $’000 $’000

Fiscal loss net of expired tax loss (3,150) 2,041 (1) (1,110)Estimated liability for employee service entitlements (394) 16 – (378)Property, plant and equipment 3,274 101 (12) 3,363Allowance for doubtful debts (352) 39 – (313)Interest income 2,365 (1,845) – 520

1,743 352 (13) 2,082

Balance at1 January

2010




2010The Group $’000 $’000 $’000 $’000

Fiscal loss net of expired tax loss (1,292) (1,910) 52 (3,150)

Estimated liability for employee service entitlements (207) (194) 7 (394)

Property, plant and equipment 2,667 713 (106) 3,274

Allowance for doubtful debts – (352) – (352)

Interest income – 2,365 – 2,365

1,168 622 (47) 1,743



22 Loans and borrowings


Bank loans and other borrowings

Standard Chartered Bank Limited

- Term loan facility A 74,639 97,803 74,639 97,803

- Term loan facility B1 65,924 85,791 65,924 85,791

- Term loan facility B2 44,734 58,215 44,734 58,215

- Term loan facility C 72,065 94,430 72,065 94,430

PT Bank Central Asia Tbk – – 272 6

PT Bank Panin Tbk – – 26 43

Bank Kepri Bintan – – 45 71

Loans from subsidiaries 207,737 147,547 – –

Finance lease – – – 30

Total loans and borrowings 465,099 483,786 257,705 336,389

Less:

Current portion (287,608) (227,214) (80,196) (79,773)

Non-current portion 177,491 256,572 177,509 256,616

The outstanding bank loans of the Company and the Group exposed to interest rates are as follows:


Current portion:

- at fl oating interest rate 79,871 79,667 79,871 79,667

- at fi xed interest rate 207,737 147,547 325 106

287,608 227,214 80,196 79,773

Non-current portion:

- at fl oating interest rate 177,491 256,572 177,491 256,572

- at fi xed interest rate – – 18 44

177,491 256,572 177,509 256,616



22 Loans and borrowings (cont’d)

Loans and borrowings are denominated in the following currencies:


Singapore dollar 354,441 339,779 146,704 192,232United States dollar 110,658 144,007 110,658 144,007Indonesian rupiah – – 343 150

465,099 483,786 257,705 336,389

22.1 Standard Chartered Bank Limited

On 17 February 2010, the Company obtained a dual-currency term loan facility from Standard Chartered Bank (“SCB”). The facility comprises of the following:

1. Tranche A facility with total commitment of S$102,950,000 which shall be used to subscribe for Notes with warrants (Note 12). This facility bears interest at SIBOR plus 5.75% per annum.

2. Tranche B facility with total commitment of Tranche B1, US$70,000,000 and Tranche B2,

US$47,500,000 which shall also be used to subscribe for Notes with warrants (Note 12). This facility bears interest at LIBOR plus 5.75% per annum.

3. Tranche C facility with total commitment of S$99,400,000 which shall be used solely to repay in full all amounts due and owing under the previous United Overseas Bank Limited facility. This facility bears interest at SIBOR plus 1.75% per annum.

The loan is repayable in semi-annual instalments as below schedule:

Repayment Date Repayment Instalment1 December 2010 5%1 June 2011 and 1 December 2011 11.25%1 June 2012 and 1 December 2012 11.25%1 June 2013 and 1 December 2013 12.50%1 June 2014 12.50%Final repayment date The balance amount of all the loans

The following assets of the Group were mortgaged to the bank to secure the facilities for the Company and the Group:

(a) Security Documents:

(i) Assignment of notes as described in Note 12;

(ii) Deed of Sponsor’s undertaking;

(iii) Indonesian Guarantor Undertaking from certain subsidiaries in the Group; and

(iv) Share pledges/mortgagees from companies relating to the Shanghai acquisition as described in Note 12;




22.1 Standard Chartered Bank Limited (cont’d)

(b) Pledges of shares of subsidiaries, PT BIC, PT BIIE, PT BBT, PT BMW and VRL (Note 7); and

(c) Assignment of insurance proceeds, receivables and tangible assets of PT BIC, PT BIIE and PT BMW.

Certain covenants, among others, need to be maintained and complied with:

(i) The Interest Coverage Ratio for each test period will not be less than 2.5 to 1.

(ii) The ratio of Net Debt to consolidated EBITDA measured on each test date for the relevant test period set out in column A below shall not exceed the corresponding ratio set out in column B below:

Column A Column B (ratio)

Each test date for each test period prior to and including 31 December 2011

3.75 x

Each test date for each test period prior to and including 31 December 2014

3.0 x

(iii) The Consolidated Borrowings to Consolidated Tangible Net Worth shall not at any time exceed 0.50 to 1.

22.2 PT Bank Central Asia Tbk On 13 January 2009, a subsidiary obtained a loan facility to fi nance the purchase of vehicle

amounting to Rp114,400,000 or equivalent to S$17,078. The loan bore a fl at interest at 8.25% per annum and was due on 13 December 2011.

In March 2011, a subsidiary obtained another loan facility to fi nance the purchase of vehicle amounting to Rp2,230,865,000 or equivalent to S$311,696. The loan bears a fl at interest at 6.5% per annum and will be due in January 2016.

22.3 PT Bank Panin Tbk

On 14 April 2010, a subsidiary obtained a loan facility amounting to Rp225,386,860 or equivalent to S$32,285 bearing interest at 5.85% per annum to fi nance the purchase of vehicles. The loan will fall due on 27 April 2013.

22.4 PT BPR Kepri Bintan

In 2010, a subsidiary obtained a credit facility from BPR Kepulauan Riau (Kepri) amounting to Rp591,154,454 or equivalent to S$84,685. The credit facility was used to fi nance the acquisition of a vehicle and bears fl at interest at 9.5% per annum. The loan from the facility is payable in monthly instalments, with the last payment due on 19 May 2013.




22.5 Loans from subsidiaries

Loans from subsidiaries are unsecured and repayable on demand. Interest is charged at the fi xed rate of 1.7% (2010 - 1.7%) per annum.

22.6 Finance lease In October and November 2008, a subsidiary obtained a vehicle lease facility to purchase 4

vehicles amounted to Rp647,200,000 or equivalent to S$106,592. The facility bore interest rate at 9% and 10% per annum and was due in October and November 2011, respectively.

22.7 Effective interest rates The interest rates of the total borrowings at the end of reporting period are as follows:


Term loans 1.83% to 6.22% 1.95% to 6.22% 1.83% to 6.22% 1.95% to 6.22%

Finance leases – – 5.85% to 9.50% 5.85% to 10.0%

Loan from subsidiaries 1.70% 1.70% – –

23 Trade and other payables


Trade and other payables 27,406 21,225 54,935 54,011

Accruals 976 431 578 860

Interest payable on bank loan 1,047 1,420 1,049 1,420

Amount owing to related parties – – 8,285 11,695

Amount owing to subsidiaries 6,337 3,723 – –

35,766 26,799 64,847 67,986

Trade payables are generally on 30 days (2010 - 30 days) credit terms.

Amounts owing to subsidiaries and related parties are unsecured and interest-free and repayable on demand.

The related parties are corporate entities who are subject to common control or common signifi cant infl uence by a shareholder of the Company, including fellow subsidiaries.



24 Other income

2011 2010The Group $’000 $’000

Exchange gain/(loss), net 1,562 (201)

Gain on disposal of property, plant and equipment 267 175

Gain on disposal of a subsidiary 21 –

Interest income - external parties 19,450 14,655

Other telecommunication income 1,686 2,496

Recovery of overpaid Corporate Income Tax (1) 4,137 –

Recovery of overpaid Indonesian VAT (2) – 6,054

Bank charges (768) (1,947)

Discount on notes 866 –

Reversal of overprovision of withholding tax 715 –

Electricity rebate written off 434 –

Miscellaneous income 1,241 83

29,611 21,315

(1) On 1 June 2011, a subsidiary, PT BIC received tax overpayment assessment letter of corporate income tax for fi scal year 2009 amounting to Rp29,000,000,000 (equivalent to S$4,137,162).

(2) In prior years, a subsidiary, PT BIC paid value-added tax (VAT) for fuel purchased to the Indonesian Tax Authority. As Batam was gazetted as a bonded zone, VAT for purchases were suspended for companies operating in Batam. Notwithstanding, there was a lack of clarity from the tax authorities as regards to the suspension of VAT status for local businesses such as PT BIC. While seeking clarifi cation and on prudent grounds, PT BIC continued to pay input VAT as required by the tax authorities. But for good order, PT BIC continued to engage the tax authorities on grounds of the gazette and presented a legitimate case for a refund of the VAT paid. On grounds of prudence and with no assurance of recovery, the subsidiary did not make accruals, as no defi nite ruling was issued by the tax authorities. In FY2010, the subsidiary fi nally resolved this issue with the tax authorities and managed to recover the sum.

25 Other operating expenses

2011 2010The Group $’000 $’000

Depreciation and amortisation 1,961 2,000

Management fee 754 826

Marketing and promotion expenses 2,933 3,217

Impairment of trade receivables 1,260 571

Repairs and maintenance 2,135 1,598

Representation costs 1,143 1,199

Staff costs 5,830 5,760

Taxes and licences 1,076 899

Transport and travelling 1,595 1,976

Utilities 637 705

Others 6,524 6,086

25,848 24,837



26 Finance costs

2011 2010The Group $’000 $’000

Bank loans 15,278 13,812

Others 466 386

15,744 14,198

27 Profi t before taxation

2011 2010The Group Note $’000 $’000

Profi t before taxation has been arrived at

after charging/(crediting):

Audit fee paid to:

- auditor of the Company 154 169

- other auditors 281 345

Non-audit fees paid to:

- auditor of the Company 25 11

- other auditors 75 10

Allowance for inventories obsolescence 5 774

Amortisation of intangible assets 4 160 143

Depreciation of property, plant and equipment 5 32,504 33,158

Depreciation of investment properties 6 22,150 22,072

Directors’ fees 342 357

Directors’ remuneration

- Directors’ salaries and related costs 1,458 962

- CPF contributions 37 32

1,495 994

Foreign exchange (gain)/loss, net (1,562) 201

Impairment of trade and other receivables 1,260 655

Operating lease rentals

- offi ce equipment and offi ce premises 1,619 2,195

Provision for employees’ benefi ts 20 1,411 1,101

Rental income (included in revenue)

- investment properties (32,687) (36,058)

- others (4,078) (1,863)

Operating expenses arising from investment properties that generated rental income 23,314 22,807

Staff costs (other than directors)

- salaries and related costs 18,073 20,788

- CPF contributions 184 235

18,257 21,023



28 Key management personnel compensation

2011 2010The Group $’000 $’000

Short-term benefi ts 1,964 1,640

29 Taxation

2011 2010The Group $’000 $’000

Current taxation

Indonesia tax

Final tax 5,065 5,829

Non-fi nal tax 5,238 6,257

Singapore tax 192 69

10,495 12,155

Deferred taxation (Notes 10 and 21)

Indonesia tax 244 1,466

Singapore tax 188 223

432 1,689

10,927 13,844

No current taxation for fi nancial years ended 31 December 2011 and 2010 had been provided in the fi nancial statements as the Company has no taxable profi t.

The tax expense on the results of the fi nancial year varies from the amount of income tax determined by applying the Singapore statutory rate of income tax on the Group’s profi t as a result of the following:

2011 2010The Group $’000 $’000

Profi t before taxation 17,531 21,198

Tax at statutory rate of 17% (2010 - 17%) 2,980 3,604

Difference of tax effects on gross income subject to fi nal tax instead of corporate tax 5,065 5,829

Effect on tax rate of foreign jurisdiction 1,506 2,829

Tax effects on non-deductible expenses 1,376 1,582

10,927 13,844



30 Other comprehensive income after taxation

Disclosure of tax effects relating to each component of other comprehensive income:

2011$’000

Before tax Tax expense Net of tax

Currency translation differences (607) – (607)

2010$’000

Before tax Tax expense Net of tax

Currency translation differences 48 – 48

31 Earnings per share

The Group

The earnings per share for fi nancial year ended 31 December 2011 is calculated based on the Group’s profi t after taxation for the year of $8,284,000 attributable to the shareholders divided by weighted average number of 2,412,482,556 ordinary shares in issue during the fi nancial year. There are no dilutive potential ordinary shares that were outstanding during the year.

The earnings per share for the fi nancial year ended 31 December 2010 is calculated based on the Group’s profi t after taxation of $9,317,000 attributable to the shareholders divided by the weighted average number of 2,412,482,556 ordinary shares.

32 Operating lease commitments

At the reporting period, the Company and the Group were committed to making the following lease rental payments under non-cancellable operating leases for offi ce equipment and offi ce premises:


Not later than one year 371 375 1,834 1,439

Later than one year and not later than fi ve years 247 616 1,738 2,442

Later than fi ve years – – 79 –

The Company and The Group

The Company’s lease on offi ce equipment and offi ce premises which will expire on 31 January 2014 and 31 August 2013 respectively. The current lease payables are $498 and $29,836 per month.

The subsidiaries have entered into operating leases of offi ce premises, warehouse and offi ce equipment which will expire at the earliest in 2013 and not later than 2017. The current lease rental ranges from $275 per month to $22,099 per month.



32 Operating lease commitments (cont’d)

The Group

The Group has entered into operating leases of factory buildings. Future minimum rentals receivable under non-cancellable operating leases are as follows:

2011 2010The Group $’000 $’000

Not later than one year 21,683 30,398

Later than one year and not later than fi ve years 25,439 47,047

Later than fi ve years 41 62

33 Capital commitments

The Group

At the reporting period, the Group were committed to the following capital expenditure for equipment as follows:

2011 2010$’000 $’000

Capital expenditure contracted but not provided for 4,837 3,952

34 Related parties transactions

For the purposes of these fi nancial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise signifi cant infl uence over the party in making fi nancial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common signifi cant infl uence. Related parties may be individuals or corporate entities.

Apart from the balances with related parties disclosed elsewhere in this report, the following transactions have been entered into by the Group are as follows, based on prices or rates negotiated with the respective parties.

2011 2010The Group $’000 $’000

Shareholders

Marketing services 1,997 2,300

Offshore marketing services 367 234

Companies in which a shareholder has an interestTechnical assistance fee 350 350

Human resource management fee 536 99

Insurance premiums 817 694

Fees and rentals 2,525 2,287

Purchases 3,206 1,410

Sales (8,137) (8,069)



35 Segment information

Industrial parks segment

Industrial parks segment is engaged in activities consisting of the development, construction, operation and maintenance of industrial properties in Batam Island and Bintan Island together with the supporting infrastructure activities.

Utilities segment

Utilities segment is engaged in the activities of provision of electricity and water supply, telecommunications services and waste management and sewage treatment services to the industrial parks in Batam Island and Bintan Island as well as resorts in Bintan Island.

Resort operations segment

The resort operations segment is engaged in the activities of provision of services to resort operators in Bintan Resort including ferry terminal operations, workers accommodation, security, fi re fi ghting services and facilities required by resort operators.

Property development segment

Property development segment is engaged in the activities of developing industrial and resort properties in Batam Island and Bintan Island.

The Group

IndustrialParks Utilities

ResortOperations

Property Develop-

ment Corporate Elimination Total2011 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Business segments

Operating revenueExternal sales 44,863 114,350 23,757 20,397 – – 203,367Inter segment sales 86 298 – – – (384) –Total sales 44,949 114,648 23,757 20,397 – (384) 203,367

Segment results(Loss)/profi t from operations (1,475) 15,534 (6,765) 10,908 15,073 – 33,275

Finance costs (15,744)Profi t before taxation 17,531Taxation (10,927)Profi t after taxation 6,604

Attributable to:

Equity holders of the Company 8,284Non-controlling interests (1,680)

6,604



35 Segment information (cont’d)


ResortOperations

Property Develop-


AssetsSegment assets 326,734 208,065 61,669 578,543 57,418 – 1,232,429

Unallocated corporate assets 413,665Total assets 1,646,094

LiabilitiesSegment liabilities 37,490 17,891 5,954 8,690 35,192 – 105,217

Unallocated corporate liabilities 262,761Total liabilities 367,978

Business segments

Other information

Capital expenditure 4,703 631 1,685 486 10 – 7,515

Software costs 12 – 29 – 60 – 101

Allowance for inventories obsolescence – 5 – – – – 5

Provision for employees’ benefi ts 717 279 121 294 – – 1,411

Amortisation of intangible assets 31 – 37 59 33 – 160

Depreciation of property, plant and equipment 6,631 15,758 9,669 319 127 – 32,504

Depreciation of investment properties 22,150 – – – – – 22,150

(Gain)/loss on disposal of property, plant and equipment (138) – (130) – 1 – (267)

Gain on disposal of investment properties (80) – – – – – (80)

Impairment of trade and other receivables 240 – 1,020 – – – 1,260




The Group


ResortOperations

Property Develop-


Business segments

Operating revenueExternal sales 46,072 119,597 21,129 33,305 – – 220,103

Inter segment sales 57 353 – – – (410) –

Total sales 46,129 119,950 21,129 33,305 – (410) 220,103

Segment results(Loss)/profi t from operations (3,906) 18,772 (7,916) 22,134 6,312 – 35,396

Finance costs (14,198)

Profi t before taxation 21,198

Taxation (13,844)

Profi t after taxation 7,354

Attributable to:

Equity holders of the Company 9,317

Non-controlling interests (1,963)

7,354

AssetsSegment assets 351,714 223,643 71,494 564,330 58,040 – 1,269,221

Unallocated corporate assets 455,647

Total assets 1,724,868

LiabilitiesSegment liabilities 38,050 19,661 7,564 14,112 32,361 – 111,748

Unallocated corporate liabilities 340,951

Total liabilities 452,699




The Group (cont’d)


ResortOperations

Property Develop-


Business segments

Other information

Capital expenditure 1,841 591 4,965 161 63 – 7,621

Software costs 54 – 6 89 – – 149

Allowance for inventories obsolescence – 774 – – – – 774

Provision for employees’ benefi ts 336 586 42 137 – – 1,101

Amortisation of intangible assets 45 – 32 43 23 – 143

Depreciation of property, plant and equipment 6,739 16,987 9,025 273 134 – 33,158

Depreciation of investment properties 22,072 – – – – – 22,072

(Gain)/loss on disposal of property, plant and equipment (84) – 2 (93) – – (175)

Gain on disposal of investment properties (277) – – – – – (277)

Impairment of trade and other receivables 84 – 571 – – – 655

Geographical segments

The Group operates mainly in Batam Island and Bintan Island, Indonesia. Accordingly, analysis by geographical segments is not presented.

Segment revenue and segment expense

All segment revenue and expense are directly attributable to the segments.

Segment assets and liabilities

Segment assets include all operating assets and consist principally of receivables, land inventories, other inventories, investment properties and property, plant and equipment, net of allowances and provisions. While most assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated on a reasonable basis.

Segment liabilities include all operating liabilities and consist principally of operating payables.

Segment assets and liabilities do not include cash and cash equivalents, notes receivable, deferred tax assets, deferred tax liabilities, current tax payable, loans and borrowings.



36 Financial risk management objectives and policies

The Group is affected by various fi nancial risks, including credit risk, foreign currency risk, interest rate risk and liquidity risk. The Group’s overall risk management objective is to effectively manage these risks and minimise potential adverse effects on their fi nancial performance.

The Board of Directors review and agree with the policies for managing each of these risks, as well as economic risk and business risk of the Group, which are summarised below, and also monitors the market price risk arising from all fi nancial instruments and project development risk.

36.1 Credit risk

Credit risk is the risk that one party to a fi nancial instrument will fail to discharge an obligation and cause the Company or the Group to incur a fi nancial loss.

The fi nancial assets that potentially subject the Group to signifi cant concentration of credit risk consist principally of bank balances, trade and other receivables, loan receivable and notes receivable. The Group has in place credit policies and procedures to ensure the ongoing credit evaluation and active account monitoring. The Group’s exposures to credit risk arise from default of other parties, with maximum exposure equal to the carrying amount of these instruments. At the reporting date, there were no signifi cant concentrations of credit risk other than the loan receivable of $47,500,000 (2010 - $47,500,000) from PT AIB (Note 11) and notes receivable of $279,556,000 (2010 - $278,613,000) from Market Strength Limited (Note 12) and interest receivables of $30,731,000 (2010 - $12,383,000) (Note 13).

The maximum exposure to credit risk is represented by the carrying amount of each class of fi nancial assets in the statement of fi nancial position. Details on trade receivables are as follows:

(i) Financial assets that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are substantially counterparties with good payment records with the Group.

2011 2010The Group $’000 $’000

Trade receivables neither past due nor impaired 13,527 13,275

(ii) Financial assets that are past due but not impaired

The aging analysis of trade receivables past due but not impaired is as follows:

2011 2010The Group $’000 $’000

Trade receivables past due but not impaired:

More than one but less than two months 4,835 1,777

More than two but less than three months 539 1,218

More than three months but less than one year 5,437 7,589

More than one year 7,881 7,769



36 Financial risk management objectives and policies (cont’d)

36.1 Credit risk (cont’d)

(ii) Financial assets that are past due but not impaired (cont’d)

Management assessed that there are no signifi cant concentration of credit risk and is actively pursuing the recovery of these overdue receivables. Based on negotiations and commitments provided by the customers, management believes that these receivables are collectible. Accordingly, no allowance for doubtful debts has been provided for these receivables.

(iii) Financial assets that are past due and impaired

The carrying amount of trade receivables individually determined to be impaired and the movement in the related allowance for impairment are as follows:

2011 2010The Group $’000 $’000

Gross amount 6,448 7,781

Less: Impairment of trade receivables (6,448) (7,781)

– –

Movement in impairment of trade receivables:


Allowance for the year 1,260 655

Amount written off/reversed during the year (2,593) (3,091)


Management assessed that these overdue receivables are not collectible after taking into consideration a combination of factors such as the debtors’ fi nancial position, collateral held, ability and willingness to settle the debts and latest negotiations held with them. Accordingly, an allowance for doubtful debts has been made in the fi nancial statements.

36.2 Foreign currency risk

Currency risk is the risk that the value of a fi nancial instrument will fl uctuate due to changes in foreign exchange rates.

The Group is exposed to foreign currency exchange rate movements primarily in Indonesian rupiah on certain expenses, assets and liabilities which arise from daily operations and United States dollar loan from fi nancial institution.

The Group uses foreign currency denominated assets as a natural hedge against its foreign

currency denominated liabilities. As at reporting period, the Group’s exposure to foreign exchange risk is not signifi cant and most transactions are denominated in Singapore dollar as their functional currency.




36.2 Foreign currency risk (cont’d)

The following table demonstrates the sensitivity to a reasonably possible change in the United States dollar and Indonesian rupiah exchange rate, with all other variables held constant, of the Group’s profi t before tax (due to changes in the fair value of monetary assets and liabilities).

2011 2010

Appreciation/(depreciation)

of foreign currency rate

Effect onprofi t before tax increase/(decrease)

Appreciation/(depreciation)

of foreign currency rate

Effect onprofi t before tax increase/(decrease)

$’000 $’000

Indonesian rupiah 4% (1,394) 6% (2,574)

Indonesian rupiah (4%) 1,354 (6%) 2,284

United States dollar 11% (31,889) 7% (35,832)

United States dollar (11%) 31,783 (7%) 35,672

The average and year end exchange rates for 2011 and 2010 are as follows:

2011 2010

Year end Average Year end Average

Indonesian rupiah Rp6,974/$1 Rp6,976/$1 Rp6,981/$1 Rp6,645/$1

United States dollar US$0.77/$1 US$0.80/$1 US$0.78/$1 US$0.74/$1

36.3 Interest rate risk

Interest rate risk is the risk that the fair value or future cash fl ows of a fi nancial instrument will fl uctuate because of changes in market interest rates.

The Group is financed through interest-bearing bank loans and other borrowings such as shareholders’ loans and advances from related parties. Therefore, the Group’s exposures to market risk for changes in interest rates relate primarily to its long-term borrowings obligations and interest-bearing assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available without increasing its foreign currency exposure by managing its interest cost using a mixture of fi xed and variable rate debts and long and short-term borrowings.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group’s profi t before tax [through the impact on fl oating rate borrowings for loans from SCB (Note 22)].

2011 2010

Increase/(decrease) in basis points

Effect onprofi t

before tax

Increase/(decrease) in basis points

Effect onprofi t

before tax$’000 $’000

Singapore dollar 0.0076 1,950 0.0005 179

Singapore dollar (0.0076) (1,950) (0.0005) (179)




36.4 Liquidity risk

Liquidity risk is the risk that an enterprise will encounter diffi culty in raising funds to meet commitments associated with fi nancial instruments. Liquidity risk may result from an inability to sell a fi nancial asset quickly at close to its fair value.

Prudent liquidity risk management implies maintaining suffi cient cash and cash equivalents to support their business activities on a timely basis. The Group maintains a balance between continuity of accounts receivable collectability and fl exibility through the use of bank loans and other borrowings.

The table below analyses the maturity profi le of the Company’s and the Group’s fi nancial liabilities based on contractual undiscounted cash fl ows:

The Company

Less than1 year$’000

Between 2 and 5years $’000

Over 5 years$’000

Total$’000

As at 31 December 2011Trade and other payables 35,766 – – 35,766Loans and borrowings 287,608 177,491 – 465,099

323,374 177,491 – 500,865

As at 31 December 2010

Trade and other payables 26,799 839 – 27,638

Loans and borrowings 227,214 256,572 – 483,786

254,013 257,411 – 511,424

The Group

Less than1 year$’000

Between 2 and 5 years $’000

Over 5 years$’000

Total$’000

As at 31 December 2011Trade and other payables 64,847 – – 64,847Loans and borrowings 80,196 177,509 – 257,705

145,043 177,509 – 322,552

As at 31 December 2010

Trade and other payables 67,986 839 – 68,825

Loans and borrowings 79,773 256,616 – 336,389

147,759 257,455 – 405,214

The Company and the Group ensure that there are adequate funds to meet all its obligations in a timely and cost-effective manner.




36.5 Market price risk

The Group is exposed to fuel price risk. An adverse change in fuel costs will signifi cantly increase the Group’s operating costs if the impact is not completely fl ow through to the end consumers.

To mitigate impact of price volatility, the Group diversifi ed its energy source with implementation of dual fuel fi red power plants. In the Batamindo Industrial Park, the 19 power generators are operated on natural gas in heavy fuel (i.e. diesel). In Bintan Resorts and Bintan Industrial Estate, power plants are operated in heavy and light fuel.

36.6 Project development risk

Construction delays can result in loss of revenue. The failure to complete construction of a project according to its planned specifi cations or schedule may result in liabilities, reduce project effi ciency and lower returns. The Group manages this risk by closely monitoring the progress of all projects through all stages of construction.

37 Fair value of fi nancial instruments

The carrying amounts of fi nancial assets and fi nancial liabilities with a maturity of less than one year as refl ected in the statement of fi nancial position approximate their fair values due to short-term nature of these fi nancial assets and liabilities.

The Group does not anticipate that the carrying amounts of fi nancial assets and fi nancial liabilities of more than one year recorded at reporting period would be signifi cantly different from the values that would eventually be received or settled. The fair values of interest-bearing bank loans approximate their carrying value as they bear fl oating interest rates.

The Group’s Directors estimated the fair values for refundable golf membership deposits which will be due in 2020 by discounting the expected future cash fl ows based on current 10-year Singapore government bond rates.

For other fi nancial instruments which are not stated at quoted market price and whose fair value cannot be reliably measured without incurring excessive costs, they are carried at their nominal amounts less any impairment losses. It is not practical to estimate the fair values of other long-term receivables, other long-term loans and borrowings and deposits from tenants due to a lack of fi xed or repayment terms between both parties. However, the Group does not anticipate the carrying amounts recorded at the reporting period to be signifi cantly different from the values that would eventually be received or settled.



38 Capital management

The Group’s objectives when managing capital are:

(a) To safeguard the Group’s ability to continue as a going concern;

(b) To support the Group’s stability and growth;

(c) To provide capital for the purpose of strengthening the Company’s risk management capability;

(d) To provide an adequate return to shareholders.

The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholders’ returns, taking into consideration the future capital requirements of the Group and capital effi ciency, prevailing and projected profi tability, projected operating cash fl ows, projected capital expenditures and projected strategic investment opportunities. The Group currently does not adopt any formal dividend policy.

Management regards total equity as capital, for capital management purposes. The amount of capital as at 31 December 2011 amounted to $1,253,141,000 which the management considered as optimal having considered the projected capital expenditure and the projected strategic investment opportunities.

There were no changes in the Group’s approach to capital management during the year.

The Company and its subsidiaries are not subject to externally imposed capital requirements.

39 Economic conditions

The operations of the Group have been affected, and may continue to be affected for the foreseeable future by the economic conditions in Indonesia and globally that may contribute to volatility in currency values and negatively impact economic growth. Economic improvements and sustained recovery are dependent upon several factors such as fi scal and monetary actions being undertaken by the government and others; actions that are beyond the control of the Group.

40 Subsequent events

Subsequent to the reporting date, the Group has obtained term loan facilities with PT Bank CIMB Niaga Tbk, comprising a US$ tranche of US$50 million and an Indonesian Rupiah tranche equivalent to US$150 million, both for a tenure of 6 years. The proceeds of the facilities have been and/or will be used to repay existing bank borrowings and for the general purposes of the Group.

Statistics of ShareholdingsAs at 12 March 2012


Issued and Fully Paid-up Capital : S$1,207,641,642.96 Number of Issued Shares : 2,412,482,556 Class of Shares : Ordinary Voting Rights : One vote per share

Distribution of Shareholdings

Size of Shareholdings No. of Shareholders % No. of Shares %

1 – 999 485 9.46 164,008 0.01 1,000 – 10,000 1,744 34.00 12,283,824 0.51 10,001 – 1,000,000 2,864 55.84 184,366,370 7.64 1,000,001 and above 36 0.70 2,215,668,354 91.84 Total 5,129 100.00 2,412,482,556 100.00

List of 20 Largest Shareholders

NO. NAME NO. OF SHARES %

1 HSBC (SINGAPORE) NOMS PTE LTD 780,867,311 32.37 2 SEMBCORP DEVELOPMENT LTD(1) 577,057,166 23.92 3 CITIBANK NOMS S’PORE PTE LTD 372,268,638 15.43 4 DB NOMINEES (S) PTE LTD 123,598,215 5.12 5 PARALLAX VENTURE PARTNERS XXX LIMITED 101,626,712 4.21 6 UNITED OVERSEAS BANK NOMINEES 62,782,752 2.60 7 DBS NOMINEES PTE LTD 24,672,285 1.02 8 DBS VICKERS SECS (S) PTE LTD 24,275,205 1.01 9 DBSN SERVICES PTE LTD 22,323,565 0.93 10 UOB KAY HIAN PTE LTD 19,335,000 0.80 11 OCBC SECURITIES PRIVATE LTD 19,251,119 0.80 12 RAFFLES NOMINEES (PTE) LTD 14,667,000 0.61 13 MAYBANK KIM ENG SECS PTE LTD 11,472,262 0.48 14 MORGAN STANLEY ASIA (S’PORE) 8,880,152 0.37 15 PRIMEVEST HOLDINGS PTE LTD 6,000,000 0.25 16 PHILLIP SECURITIES PTE LTD 5,517,201 0.23 17 MERRILL LYNCH (S’PORE) P L 5,141,600 0.21 18 PT ELITINDO CITRALESTARI 3,106,688 0.13 19 GOOI SEONG GUM 3,000,000 0.12 20 OVERSEA CHINESE BANK NOMS PTE 3,000,000 0.12

TOTAL 2,188,842,871 90.73

Note:

(1) Please refer to note (9) on page 108 of the annual report.

PUBLIC FLOAT Based on the information available to the Company as at 12 March 2012, approximately 22.56% of the issued ordinary shares of the Company is held by the public, and therefore, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited is complied with.

Statistics of ShareholdingsAs at 12 March 2012


SUBSTANTIAL SHAREHOLDERS

Number of Shares

Name of Substantial Shareholders Direct Interest Deemed Interest

Dornier Profi ts Limited (“Dornier Profi ts”)(1) 189,545,100 467,466,638

Parallax Venture Fund XXX (“PV Fund”)(1) – 657,011,738

Parallax Capital Management Pte Ltd (“PCM”) (1) – 657,011,738

Eugene Cho Park(1) 100,000 657,011,738

Edan Cho Park(1) – 657,011,738

Parallax Venture Partners XXX Ltd (“PVP”) 627,293,350 467,466,638

Salim Wanye (Shanghai) Enterprises Co., Ltd (“Salim Wanye”)(2) – 1,094,759,988

Jaslene Limited (“Jaslene”)(3) – 1,094,759,988

Success Medal International Limited (“Success Medal”)(4) – 1,094,759,988

Salim & Van (Shanghai) Investment Ltd (“Salim & Van”)(5) – 1,094,759,988

Manyip Holdings Limited (“Manyip”)(6) – 1,094,759,988

Anthoni Salim(7) – 1,287,411,776

Sembcorp Development Ltd (“SDL”)(8)(9) 577,057,166 –

Sembcorp Industries Ltd (“SCI”)(8) – 577,057,166

Temasek Holdings (Private) Limited (“Temasek”)(8) – 580,541,166

Notes:

(1) PV Fund has an interest in more than 20% of the share capital of Dornier Profi ts. PCM has an interest in 100% of the voting share capital of PV Fund. Eugene Cho Park and Edan Cho Park hold the entire issued share capital of PCM. PV Fund, PCM, Eugene Cho Park and Edan Cho Park are therefore deemed to be interested in the shares of the Company (“Shares”) in which Dornier Profi ts has an interest.

(2) Salim Wanye has an interest in the entire issued share capital of PVP and is deemed to be interested in the Shares owned by PVP.

(3) Jaslene has an interest in more than 20% of the issued share capital of Salim Wanye, which in turn has an interest in 100% of the issued share capital of PVP. Accordingly, Jaslene is deemed to be interested in the Shares owned by PVP.

(4) Success Medal has an interest in more than 20% of the issued share capital of Salim Wanye, which in turn has an interest in 100% of the issued share capital of PVP. Accordingly, Success Medal is deemed to be interested in the Shares owned by PVP.

(5) Salim & Van and its related corporation, Success Medal, have interests in more than 20% of the issued share capital of Salim Wanye, which in turn has an interest in 100% of the issued share capital of PVP. Accordingly, Salim & Van is deemed to be interested in the Shares owned by PVP.

(6) Manyip’s related corporations, Success Medal and Salim & Van, have interests in more than 20% of the issued share capital of Salim Wanye, which in turn has an interest in 100% of the issued share capital of PVP. Accordingly, Manyip is deemed to be interested in the Shares owned by PVP.

(7) Anthoni Salim is deemed to have an interest in the Shares owned by Dornier Profi ts and PVP as well as in 3,106,688 Shares owned by PT Elitindo Citralestari.

(8) Temasek has an interest in more than 20% of the share capital of SCI, and SCI in turn has an interest in the entire issued share capital of SDL. Accordingly, Temasek and SCI are deemed to be interested in the Shares held by SDL.

(9) Sembcorp Industrial Parks Ltd changed its name to Sembcorp Development Ltd with effect from 8 March 2012.

Notice of Annual General Meeting


NOTICE IS HEREBY GIVEN that the Annual General Meeting of Gallant Venture Ltd. (the “Company”) will be held at River View Hotel, Lily Ballroom, Level 4, 382 Havelock Road, Singapore 169629 on Friday, 20 April 2012 at 10.00 a.m. to transact the following businesses: -

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements of the Company for the fi nancial year ended 31 December 2011 together with the Reports of the Directors and Auditors thereon. (Resolution 1)

2. To approve the Directors’ fee of S$281,000/- for the fi nancial year ended 31 December 2011 (2010: S$281,000/-). (Resolution 2)

3. To re-elect the following Directors:-

(a) Mr Gianto Gunara who is retiring under Article 115 of the Articles of Association of the Company. (Resolution 3)

(b) Mr Foo Ko Hing who is retiring under Article 115 of the Articles of Association of the Company. Mr Foo Ko Hing, will, upon re-election 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 also remain as a member of the Nominating Committee and Remuneration Committee. (Resolution 4)

4. To consider, and if thought fi t, to pass the following resolution to re-appoint the following Director:

“That pursuant to Section 153(6) of the Companies Act, Chapter 50 (“Companies Act”), Mr Rivaie Rachman be and is hereby re-appointed a Director of the Company to hold offi ce until the next Annual General Meeting of the Company”. (Resolution 5)

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.

5. To re-appoint Foo Kon Tan Grant Thornton LLP as Auditors of the Company and to authorise the Directors to fi x their remuneration. (Resolution 6)

AS SPECIAL BUSINESS

To consider and, if thought fi t, to pass the following ordinary resolutions with or without modifi cations:-

6. Authority to allot and issue shares

That authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in 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 during the continuance of this authority or thereafter, 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 fi t; and

(b) issue Shares in pursuance of any Instrument made or granted by the directors while such authority was in force (notwithstanding that such issue of Shares pursuant to the Instruments may occur after the expiration of the authority contained in this resolution),

Provided that:

(c) the aggregate number of the Shares to be issued pursuant to such authority (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority), does not exceed 50% of the total number of issued Shares (as calculated in accordance with paragraph (d) below), and provided further that where shareholders of the Company (“Shareholders”) are not given the opportunity to participate in the same on a pro-rata basis (“non pro-rata basis”), then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority) shall not exceed 20% of the total number of issued Shares (as calculated in accordance with paragraph (d) below);

(d) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of the Shares that may be issued under paragraph (c) above, the total number of issued Shares shall be based on the total number of issued Shares of the Company (excluding treasury shares) at the time such authority was conferred, 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 the vesting of share awards which are outstanding or subsisting at the time such authority was conferred; and

(iii) any subsequent bonus issue, consolidation or subdivision of the Shares;

and, in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument; and

(e) (unless revoked or varied by the Company in general meeting), the authority so conferred 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. (Resolution 7)

(See Explanatory Note 1)



7. Renewal of the Shareholders’ Mandate for Interested Person Transactions

That:

(a) approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (“Chapter 9”) of the SGX-ST, for the Company, its subsidiaries and associated companies that are considered to be “entities at risk” under Chapter 9, or any of them, to enter into any of the transactions falling within the types of Interested Person Transactions as set out in the Appendix to this Notice of Annual General Meeting (the “Appendix”), with any party who falls within the classes of Interested Persons as described in the Appendix, provided that such transactions are made on normal commercial terms and are in accordance with the review procedures for Interested Person Transactions as set out in the Appendix (the “IPT Mandate”);

(b) the IPT Mandate 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 held or is required by law to be held, whichever is earlier;

(c) the Audit Committee of the Company be and is hereby authorized to take such action as it deems proper in respect of 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 of the Company be and are hereby authorised to complete and do all such acts and things (including, without limitation, executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution. (Resolution 8)

(See Explanatory Note 2)

8. Renewal of the Share Purchase Mandate

That:

(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued and fully paid ordinary shares in the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit (as hereinafter defi ned), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defi ned), whether by way of:

(i) market purchases (each a “Market Purchase”) on the SGX-ST; and/or

(ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fi t, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws, regulations and listing 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 general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate in paragraph (a) of this Resolution may be exercised by the Directors of the Company 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 earliest of:

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

(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; or

(iii) the date on which purchases or acquisitions of Shares are carried out to the full extent mandated;

(c) in this Resolution:

“Prescribed Limit” means, subject to the Companies Act, 10% of the total number of issued Shares of the Company (excluding any Shares which are held as treasury shares) as at the date of the passing of this Resolution; and

“Maximum Price”, in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:

(i) in the case of a Market Purchase, 105% of the Average Closing Price (as defined hereinafter); and

(ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price (as defi ned hereinafter),

where:

“Average Closing Price” means the average of the Closing Market Prices of the Shares over the last fi ve Market Days on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding 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, and deemed to be adjusted for any corporate action that occurs after such fi ve-Market Day period;

“Closing Market Price” means the last dealt price for a Share transacted through the SGX-ST’s

Quest-ST system as shown in any publication of the SGX-ST or other sources;

“date of the making of the offer” means the day on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

“Market Day” means a day on which the SGX-ST is open for trading in securities; and

(d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution. (Resolution 9) (See Explanatory Note 3)



ANY OTHER BUSINESS

9. To transact any other business which may be properly transacted at an Annual General Meeting.

BY ORDER OF THE BOARD

Choo Kok KiongFoo Soon SooPrisca LowJoint Secretaries

Singapore, 3 April 2012

Explanatory Notes:-

1. Ordinary Resolution 7 is to authorise the Directors of the Company from the date of the above Meeting until the next Annual General

Meeting to issue shares and convertible securities in the Company up to an amount not exceeding in total 50% of the total number of

issued shares in the capital of the Company calculated on the basis set out in the said resolution. For issues of shares and convertible

securities other than on a pro rata basis to all Shareholders, the aggregate number of shares and convertible securities to be issued

shall not exceed 20% of the total number of issued shares in the capital of the Company calculated on the basis set out in the

said resolution. This authority will, unless revoked or varied at a general meeting, expire at 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.

2. Ordinary Resolution 8 relates to the renewal of the mandate, which was fi rst approved by the shareholders on 27 April 2007 and was

renewed at the previous annual general meetings of the Company, allowing the Company, its subsidiaries and associated companies

to enter into transactions with interested persons as defi ned in Chapter 9 of 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.

3. Ordinary Resolution 9 relates to the renewal of the mandate, which was fi rst approved by the shareholders on 23 January 2009 and

was renewed at the previous annual general meetings of the Company, authorising the Company to purchase its own shares. Please

refer to the Appendix to this Notice of Annual General Meeting for more information.

Notes:-

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy in his stead.

2. A proxy need not be a member of the Company.

3. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised offi cer or attorney.

4. The instrument appointing a proxy must be deposited at the registered offi ce of the Company at 991A Alexandra Road #02-06/07,

Singapore 119969 not later than 48 hours before the time appointed for the Meeting.

PROXY FORM

GALLANT VENTURE LTD.Co. Registration No. 200303179Z(Incorporated in the Republic of Singapore)

*I/We (Name)

of (Address)

being a *member/members of Gallant Venture Ltd. (the “Company”) hereby appoint:-

Name AddressNRIC/

Passport No.Proportion of Shareholdings to be represented by proxy

No. of Shares %

*and/or (delete as appropriate)

Name AddressNRIC/

Passport No.Proportion of Shareholdings to be represented by proxy

No. of Shares %

or failing *him/them, the Chairman of the Meeting, as *my/our *proxy/proxies to attend and vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting (“AGM”) of the Company to be held at River View Hotel, Lily Ballroom, Level 4, 382 Havelock Road, Singapore 169629 on Friday, 20 April 2012 at 10.00 a.m. and at any adjournment thereof.

*I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated with an “X” in the spaces provided hereunder. If no specifi c directions as to voting are given, the *proxy/proxies will vote or abstain from voting as the *proxy/proxies deem fi t.

Resolutions For Against

Ordinary business

1. To receive and adopt the Audited Financial Statements, Reports of Directors and Auditors for the fi nancial year ended 31 December 2011.

2. To approve Directors’ fees of S$281,000 for the year ended 31 December 2011.

3. To re-elect Mr Gianto Gunara as a Director.

4. To re-elect Mr Foo Ko Hing 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 fi x their remuneration.

Special business

7. To authorise Directors to issue shares pursuant to Section 161 of the Companies Act, Chapter 50.

8. To approve the renewal of the Interested Person Transactions Mandate.

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

Dated this day of 2012

Total number of Shares held in:-

(a) CDP Register

(b) Register of Members

Signature(s) or Common Seal of member(s)

IMPORTANT: PLEASE READ NOTES OVERLEAF* Delete accordingly

IMPORTANT

1. For investors who have used their CPF monies to buy GALLANT VENTURE LTD. shares, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent FOR THEIR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

Notes:1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend

and vote on his stead. Such proxy need not be a member of the Company.

2. Where a member of the Company appoints two proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each such proxy.

3. This instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or duly authorised offi cer.

4. A corporation which is a member of the Company may authorize by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the Annual General Meeting, in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore.

5. The instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it is signed, or notarially certifi ed copy thereof, must be deposited at the registered offi ce of the Company at 991A Alexandra Road #02-06/07, Singapore 119969 not later than 48 hours before the time set for the Annual General Meeting.

6. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as defi ned in Section 130A of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert the number of shares. If the member has shares entered against his name in the Depository Register and shares registered in his name in the Register of Members of the Company, he should insert the aggregate number of shares. If no number of shares is inserted, this form of proxy will be deemed to relate to all the shares held by the member of the Company.

fold here

The Company SecretariesGALLANT VENTURE LTD.

991A Alexandra Road#02-06/07

Singapore 119969

fold here

7. 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 specifi ed in the instrument appointing a proxy or proxies. In addition, in the case of members of the Company whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the Depository Register 48 hours before the time appointed for holding the Annual General Meeting as certifi ed by The Central Depository (Pte) Limited to the Company.

8. A Depositor shall not be regarded as a member of the Company entitled to attend the Annual General Meeting and to speak and vote thereat unless his name appears on the Depository Register 48 hours before the time set for the Annual General Meeting.

Affi x Postage Stamp

Gallant Venture Ltd 991A Alexandra Road #02-06/07 Singapore 119969 Tel: (65) 6389 3535 Fax: (65) 6396 7758www.gallantventure.com