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United Industrial Corporation Limited

Annual REport 2011 United Industrial Corporation Limited i


Cover Picture: Artists impression of the UIC Building Redevelopment Project
1,194
1,032 1,156

806 744
747

432 214

2008 2009
2007 2008 2009 2010 2011 2007 2010 2011

(113)
(132)

7,287 3,940
7,242
7,106 3,728
3,309
7,016
3,159
6,429
3,011

2007 2008 2009 2010 2011 2007 2008 2009 2010 2011

($million) 2007 2008 2009 2010 2011


(restated) (restated) (restated) (restated)
Revenue 432 747 1,032 1,194 806
Net profit from operations 105 149 252 278 200
Net fair value gain/(loss) on investment properties 1,051 (262) (384) 466 14
Attributable profit/(loss) 1,156 (113) (132) 744 214
Total assets 7,287 7,106 6,429 7,016 7,242
Shareholders' equity 3,309 3,159 3,011 3,728 3,940

Annual REport 2011 United Industrial Corporation Limited 1


2011 OVERVIEW
Following an exceptional strong recovery the year before, the Singapore economy grew at a
modest 4.9% in 2011. During the year, the global economy had been weakened by the euro zone
debt crises and the soft US economy.

2 Annual REport 2011 United Industrial Corporation Limited


Annual REport 2011 United Industrial Corporation Limited 3
4 Annual REport 2011 United Industrial Corporation Limited
Dr Wee Cho Yaw was appointed a Director and Chairman Dr John Gokongwei, Jr. was appointed a Director and
of United Industrial Corporation Limited (UIC) in 1992. He Deputy Chairman of UIC in 1999. As of January 2002, he
is also the Chairman of the United Overseas Bank Group is the Chairman Emeritus of JG Summit Holdings, Inc., a
comprising United Overseas Bank Limited, Far Eastern Bank company incorporated in the Philippines and listed on the
Ltd and their subsidiaries. He has more than 50 years of Philippines Stock Exchange Inc., since its formation in 1990.
experience in the banking industry. He is also the Chairman He is also a Director and Deputy Chairman of Singapore
of UOL Group Limited, Haw Par Corporation Limited, Pan Land Limited, Director of Marina Centre Holdings Private
Pacific Hotels Group Limited, Singapore Land Limited and Limited, Universal Robina Corporation, Robinsons Land
Marina Centre Holdings Private Limited. He is also the Corporation, Digital Telecommunications Phils., Inc.,
Chairman of the Wee Foundation. Oriental Petroleum and Minerals Corporation and Anscor
Phils.
Dr Wee received Chinese high school education. He is
the Honorary President of the Singapore Federation of Dr Gokongwei received a Master in Business Administration
Chinese Clan Associations, Singapore Chinese Chamber from the De la Salle University in the Philippines, and
of Commerce and Industry and Singapore Hokkien Huay attended the Advanced Management Program at Harvard
Kuan. He was appointed Pro-Chancellor of Nanyang University, Boston, Massachusetts, USA.
Technological University in 2004 and was conferred
Honorary Doctor of Letters by the National University of
Singapore in 2008.
Dr Wee was conferred the Businessman Of The Year award
twice at the Singapore Business Awards in 2001 and 1990.
In 2006, he received the inaugural Credit Suisse-Ernst &
Young Lifetime Achievement Award for his outstanding
achievements in the Singapore business community. In
2009, he was conferred the Lifetime Achievement Award
by The Asian Banker.
In 2011, Dr Wee was awarded the Distinguished Service
Order by the Government for his contributions towards the
community and education in Singapore.

Annual REport 2011 United Industrial Corporation Limited 5


Mr James L. Go was appointed a Mr Lim Hock San, the President and Mr Gwee Lian Kheng was appointed
Director of UIC in 1999. He is the Chief Executive Officer, was appointed a Director of UIC in 1999. He is the
Chairman and Chief Executive Officer a Director of UIC in 1992. Mr Lim is Group Chief Executive of UOL and its
of JG Summit Holdings, Inc., Universal also the President and Chief Executive listed subsidiary Pan Pacific Hotels
Robina Corporation, Robinsons Land Officer of Singapore Land Limited Group Limited. Mr Gwee has been
Corporation, JG Summit Petrochemical and a Director of Keppel Corporation with the UOL Group since 1973. He
Corporation and Oriental Petroleum Limited and the Chairman of the also sits on the board of Singapore
and Minerals Corporation. He also National Council on Problem Gambling. Land Limited.
sits as a director of Singapore Land
Mr Lim graduated with a Bachelor Mr Gwee graduated with a Bachelor
Limited, Marina Centre Holdings Private
of Accountancy from the University degree in Accountancy (Honours)
Limited and Hotel Marina City Private
of Singapore. He obtained a Master from the University of Singapore. He
Limited. He was the Vice-Chairman
of Science in Management from is a Fellow Member of the Chartered
of the Board of Directors of Digital
the Massachusetts Institute of Institute of Management Accountants,
Telecommunication Phils. Inc. and
Technology, and attended the Association of Chartered Certified
also held the positions of President
Advanced Management Program Accountants and the Institute of
and Chief Executive Officer until
at Harvard Business School. He is Certified Public Accountants of
October 26, 2011. He was elected
a Fellow of the Chartered Institute Singapore.
as a director of the Philippine Long
of Management Accountants (UK)
Distance Telephone Company (PLDT)
and a Fellow and past President
on November 3, 2011 and was also
of the Institute of Certified Public
appointed a member of PLDTs
Accountants of Singapore.
Technology Strategy Committee.
Mr Go graduated with a Bachelor of
Science and Master of Science, Chemical
Engineering from Massachusetts
Institute of Technology, USA.

6 Annual REport 2011 United Industrial Corporation Limited


The late Mr Tan Boon Teik was appointed Mr Hwang Soo Jin was appointed Mr Alvin Yeo Khirn Hai was appointed a
a Director of UIC in 1992 and was the a Director of UIC in January 2003 Director of UIC in 2002 and is currently
Chairman of the Audit Committee. and is currently the Chairman of the Chairmen of the Remuneration
Mr Tan was a Director of Singapore the Nominating Committee. He is Committee and Audit Committee. He
Land Limited. He was on the Panel of a Chartered Insurer qualified in the is a lawyer in private practice and the
International Commercial Arbitrators United Kingdom, and has more than Senior Partner of WongPartnership LLP.
of CIETAC in Beijing, Shanghai and 50 years business experience. Mr Yeo was appointed Senior Counsel
Shenzhen. He was the Attorney of the Supreme Court of Singapore
Mr Hwang is currently the Chairman
General of Singapore from 1969 to in January 2000. He is the Chairman
Emeritus and director of Singapore
1992, and was also the Chairman of the Audit Committee of the Law
Reinsurance Corporation Ltd and
of Singapore Petroleum Co. Ltd. He Society of Singapore, and a member
also sits on the boards of directors of
was a Member of the panel of the of the Appeals Advisory Panel of the
United Overseas Insurance Ltd, Haw
Singapore International Arbitration Monetary Authority of Singapore, the
Par Corporation Ltd and Singapore
Centre. Singapore International Arbitration
Land Limited, among others. He
Centres Council of Advisors, and a
Mr Tan was a Fellow of the Singapore is a former director of Lee Kim
Fellow of the Singapore Institute of
Academy of Law and a Fellow of Tah Holdings Limited and former
Arbitrators. He is also a Director of
the Singapore Institute of Directors. Chairman of Singapore Reinsurance
Singapore Land Limited and Keppel
He graduated with a LLM (London) Corporation Ltd.
Corporation Limited. Mr Yeo is a
and was a Barrister-at-Law (Middle
Mr Hwang is an Associate of the Member of Parliament.
Temple).
Chartered Insurance Institute, United
Mr Yeo graduated with a Bachelor of
Mr Tan passed away on 10 March Kingdom.
Laws (Honours) from Kings College,
2012.
University of London, and is a Barrister-
at-Law (Grays Inn).

Annual REport 2011 United Industrial Corporation Limited 7


Mr Wee Ee Lim was appointed a Director Mr Antonio L. Go was appointed a Mr Lance Y. Gokongwei was appointed
of UIC in 1999. He is presently the Director of UIC in April 2007. He is a Director of UIC in 1999. He is the
President and Chief Executive Officer currently a Director and President of President and Chief Operating Officer
of Haw Par Corporation Limited. In Equitable Computer Services, Inc. and and a Director of JG Summit Holdings,
addition, he sits on the board of Chairman of Equicom Savings Bank Inc., Universal Robina Corporation and
directors of Singapore Land Limited and Algo Leasing and Finance Inc. He JG Summit Petrochemical Corporation.
as well as UOL Group Limited, Pan is a Trustee of Go Kim Pah Foundation He is also the Vice Chairman and
Pacific Hotels Group Limited, Hua and Equitable Foundation Inc. He Deputy Chief Executive Officer of
Han Bio-Pharmaceutical Holdings sits on the boards of Petz Ltd. HK, Robinsons Land Corporation. He is
Limited (a company listed on the Cebu Air, Inc., Maxicare Healthcare the President and Chief Executive
Hong Kong Stock Exchange) and Corporation, Oriental Petroleum Officer of Cebu Air, Inc.. He is also
Wee Foundation. and Minerals Corporation, Equicom the Chairman of Robinsons Bank, Vice
Information Technology, Equicom Chairman of JG Summit Capital Markets
Mr Wee graduated with a Bachelor
Manila Holdings, Medilink Network, Corporation and a Director of Oriental
of Arts (Economics) from Clark
Inc. and Equitable Development Petroleum and Minerals Corporation
University, USA.
Corporation. From year 2006-2011, he and Singapore Land Limited. He is also
was an Independent Director of Digital a trustee, secretary and treasurer of
Telecommunications Philippines, Inc. the Gokongwei Brothers Foundation,
Inc.. He served as a Director of Digital
Mr Go graduated with a Bachelor
Telecommunications Phils. Inc. from
of Business Administration from
May 1994 up to October 2011.
Youngstown University, USA. He
also attended the International Mr Gokongwei graduated with a
Advanced Management programme Bachelor of Science (Applied Science)
at the International Management fromPennsylvaniaEngineering
Institute, Geneva, Switzerland, and School and a Bachelor of Science
the ABA National School of Bankcard (Finance) from Wharton School, USA.
Management, Northwestern University, He also attended the management
USA. and technology program at the
University of Pennsylvania.

8 Annual REport 2011 United Industrial Corporation Limited


The Company is committed to maintaining high standards of corporate governance. This report outlines the
Companys corporate governance practices with reference to the revised Code of Corporate Governance 2005
(Revised Code).

Attendance at Attendance at Attendance at 1


4 Audit 1 Nominating Remuneration
Attendance at 4 Committee Committee Committee
Name Board Meetings Meetings Meeting Meeting
Wee Cho Yaw 4 n/a 1 1
John Gokongwei, Jr. 3 n/a n/a n/a
Lim Hock San 4 n/a n/a n/a
James L. Go 4 4 1 1
Lance Y. Gokongwei 4 n/a n/a n/a
Gwee Lian Kheng 4 n/a n/a n/a
Hwang Soo Jin 4 4 1 1
Antonio L. Go 4 n/a 1 1
Tan Boon Teik* 3 3 1 n/a
Wee Ee Lim 3 n/a n/a n/a
Alvin Yeo Khirn Hai 3 2 n/a 1
*Mr Tan Boon Teck passed away on 10 March 2012. The Board has nominated Mr Yang Soo Suan as a Non-Executive Independent Director to be
considered and approved by the shareholders at the forthcoming Annual General Meeting on 27 April 2012. Upon Mr Yangs election, it is intended
that he will be appointed a Member of the Nominating Committee and Audit Committee.

Annual REport 2011 United Industrial Corporation Limited 9


10 Annual REport 2011 United Industrial Corporation Limited
Annual REport 2011 United Industrial Corporation Limited 11
12 Annual REport 2011 United Industrial Corporation Limited
Annual REport 2011 United Industrial Corporation Limited 13
Remuneration of Directors For The Year Ended 31 December 2011

Variable or Share Options


Performance- Granted,
Remuneration Base/Fixed Related Directors Allowances and
Band & Name of Director Salary Income/Bonuses Fees Other Benefits

$1,000,000 $1,250,000
Lim Hock San 51% 39% n/a 10%
Below $250,000
Wee Cho Yaw n/a n/a 100% n/a
John Gokongwei, Jr. n/a n/a 100% n/a
Antonio L. Go n/a n/a 100% n/a
James L. Go n/a n/a 100% n/a
Lance Y. Gokongwei n/a n/a 100% n/a
Gwee Lian Kheng n/a n/a 100% n/a
Hwang Soo Jin n/a n/a 100% n/a
Tan Boon Teik n/a n/a 100% n/a
Wee Ee Lim n/a n/a 100% n/a
Alvin Yeo Khirn Hai n/a n/a 100% n/a

14 Annual REport 2011 United Industrial Corporation Limited


Remuneration of Key Executives (Who Are Not Also Directors) For The Year Ended 31 December 2011

Variable or Share Options


Performance- Granted,
Remuneration Base/Fixed Related Allowances and
Band & Name of Key Executive Salary Income/Bonuses Other Benefits
$500,000 $750,000
Michael Ng Seng Tat 77% 13% 10%
$250,000 $500,000
Loy Chee Chang 51% 17% 32%
Goh Poh Leng 50% 21% 29%
Lee Wah Poh 71% 20% 9%
Below $250,000
Susie Koh 58% 17% 25%

No employee of the Company and its subsidiaries was an immediate family member of a Director or the CEO and whose
remuneration exceeded $150,000 during the financial year ended 31 December 2011.

auditor from 1982 to 1991. He joined UIC in 1991 as its


Michael Ng Seng Tat Financial Controller. He is the Senior Financial Controller of
(Group General Manager) both UIC and Singapore Land Limited.
Mr Michael Ng Seng Tat was Managing Director of Savills Goh Poh Leng
Singapore for 6 years before joining the Group in October (Senior General Manager, Marketing)
2010. His other previous appointments were Managing Ms Goh Poh Leng graduated with a Bachelor of Science
Director of Hamptons International; General Manager of (Estate Management)(Honours) from the National
the real estate arm of COSCO Singapore where he handled University of Singapore in 1990 and subsequently
investment and development projects in Singapore obtained her Certified Diploma in Accounting and Finance
and China; and Associate Director of Investment sales at conducted by The Association of Chartered Certified
Richard Ellis. Accountants, UK. Prior to joining the Group, Ms Goh worked
He holds a Bachelor of Science (Estate Management) in an international property consultancy firm for two years.
Honours degree from National University of Singapore. She joined in 1992 and held various positions until her
Mr Michael Ng is in charge of property investments and appointment as Senior General Manager, Marketing in
development projects for the Group. January 2010.

Loy Chee Chang Susie Koh


(Senior Financial Controller) (Company Secretary/Legal Manager)

Mr Loy Chee Chang graduated from the National University Mrs Susie Koh obtained her L.L.B. (Honours), University of
of Singapore in 1982 with a Bachelor of Accountancy London in 1976 and Barrister-at-Law (Grays Inn) in 1979.
degree and worked in Pricewaterhouse, Singapore as an Mrs Koh was in private legal practice in Singapore as an

Annual REport 2011 United Industrial Corporation Limited 15


Advocate & Solicitor from 1985. She became an in-house Independent Director to be considered and approved
corporate lawyer and held the position of Company by the shareholders at the forthcoming Annual General
Secretary/General Manager (Legal) in Scotts Holding Ltd in Meeting on 27 April 2012. When appointed, Yang Soo Suan
1991 until 1995 when she joined Sembawang Corporation will also be a member of the AC. The members have many
Ltd as Senior Vice President, Group Legal/Group Company years of financial management experience in the finance
Secretary. She was appointed Company Secretary and and legal industry.
Legal Manager for both UIC and Singapore Land Limited in
The main functions and Terms of Reference of the AC are to:
2001. She is a member of the Singapore Academy of Law.
(a) review with the external auditor the scope and results
Lee Wah Poh of the audit report and its cost effectiveness; (b) review
(Managing Director of UIC Technologies Pte Ltd) the significant financial reporting issues and judgements
Ms Lee obtained her Bachelor of Technology with First Class so as to ensure the integrity of the financial statements
Honours in Chemistry and Control Engineering and Master of the Company and any formal announcements relating
in Business Administration at the University of Bradford, to the Companys financial performance; (c) review the
U.K. She worked as a Programmer/ Analyst with Hewlett effectiveness of the Companys material internal controls
Packard, Singapore from February 1981 to October 1982. and risk management and the adequacy of the internal
She joined UIC Computer Systems Pte Ltd in November audit function annually; (d) review the assistance given
1982 as an Assistant to the Managing Director and was by the Companys officers to the external and internal
promoted to the post of Managing Director in July 1993. auditors and determining that no Management restriction
Ms Lee resigned in 1998 and re-joined the UIC Group to has been placed on the scope of the examination of
become the Managing Director of UIC Technologies Pte the auditors; (e) commission and review the findings
Ltd in March 2000. of internal investigations into matters where there is
any suspected fraud or irregularity, or failure of internal
controls or infringement of any Singapore law, rule
The Board provides shareholders with a balanced and regulation, which has or is likely to have a material
and understandable assessment of the Companys impact on the Groups operating results or financial
performance, position and prospects on a quarterly basis position; (f ) review Interested Person Transactions (IPT);
via quarterly announcements of results and other ad hoc (g) meet with the external and internal auditors annually
announcements as required by SGX-ST; and Management without the presence of Management; and (h) review the
provides Directors with the management accounts on a independence of external auditors annually; and (i) decide
monthly basis. and award tender contracts exceeding $10 million.
The AC has explicit authority to investigate any matter
within its Terms of Reference, full access to and co-
The AC comprises four non-executive Directors, namely, operation by Management and full discretion to invite
the late Tan Boon Teik (Chairman), James L. Go, Hwang Soo any Director or executive Director to attend its meetings,
Jin and Alvin Yeo Khirn Hai, the majority of whom, including and has reasonable resources to enable it to discharge
the Chairman, are independent. Mr Alvin Yeo Khirn Hai has its functions properly. Management has put in place,
been appointed Chairman of AC on 19 March 2012 and the with the ACs endorsement, arrangements by which staff
Board has nominated Yang Soo Suan as a Non-Executive of the Group may, in confidence, raise concerns about

16 Annual REport 2011 United Industrial Corporation Limited


possible improprieties in matters of financial reporting or of the assessment of the degree of risk, evaluation of
other matters. The objective for such arrangement is to effectiveness of controls in place and the requirements for
ensure independent investigation of such matter and for further controls. The Company has implemented a whistle-
appropriate follow-up action. blowing policy, approved by the AC, in February 2004.
During the year, the AC held four meetings. The The Board, with the concurrence of the AC, is satisfied
announcements of the quarterly and full year results and with the adequacy of the Companys internal controls,
the financial statements of the Group and the Auditors addressing financial, operational and compliance risks.
Report thereon for the full year were reviewed by the AC
prior to consideration and approval of the Board.
The Group maintains accountability through an internal
The AC has met with the external and internal auditors,
audit function that is independent of the activities it audits.
without the presence of Management, at least once
The internal audit team is guided by the Standards of
during the year. For the financial year 2011, the AC
Professional Practice of internal auditing set by the Institute
undertook a review of the fees and expenses of the audit
of Internal Auditors, and it reports directly to the Chairman
and non-audit services provided by the external auditor,
of the AC and, administratively, to the CEO.
PricewaterhouseCoopers LLP. For details of fees payable
in respect of audit and non-audit services, please refer to The Companys internal auditors review the effectiveness
Note 7 to the Financial Statements. It assessed whether of the Companys material internal controls, including
the nature and extent of the non-audit services might financial, operational and compliance controls, and risk
prejudice the independence and objectivity of the auditor management. Any material non-compliance or failures in
before confirming its re-nomination. It was satisfied that internal controls and recommendations for improvements
such services did not affect the independence of external are reported to the AC. The internal audit team has
auditor. unrestricted access to all records, properties, functions
and co-operation from Management and staff necessary
The AC also reviewed the Companys IPT and the cost-
to effectively discharge its responsibilities. The AC has
effectiveness of the audit conducted by the external
reviewed the Companys internal audit function and risk
auditor. Minutes of the AC meetings are submitted to the
assessment based on reports from the internal audit team,
Board for information and review.
and satisfied that there are adequate internal controls in
The Company confirms that Rules 712 and 715 of the SGX- the Company.
ST Listing Manual have been complied with.

The Company engages in regular, effective and fair


The Group has in place a sound system of internal controls communication with its shareholders. The Board provides
and risk management for ensuring proper accounting shareholders with a balanced and understandable
records and reliable financial information as well as assessment of the Companys performance, position and
management of business risks with a view to safeguarding prospects on a quarterly basis via quarterly announcement
shareholders investments and the Companys assets. of results and other ad hoc announcements as required
The risk management framework implemented provides by SGX-ST. Timely as well as detailed disclosure is made
for systematic and structured review and reporting in compliance with the SGX-ST guidelines. When material

Annual REport 2011 United Industrial Corporation Limited 17


information is disseminated to the SGX-ST, such information
is posted as soon as practicable on the Companys website The Company has adopted an internal policy in respect of
at www.uic.com.sg. Shareholders participation at AGMs any transaction with interested persons and has set out the
are highly encouraged. Each item of special business procedures for review and approval of the Companys IPT.
included in the Notice of the meeting is accompanied
Except as disclosed under the section on Material
by an explanation for the proposed resolution. Separate
Contracts, there were no IPT for the financial year ended 31
resolutions are proposed for substantially separate issues
December 2011.
at the meeting. The Chairman of each Board Committee
as well as external auditors are normally present at general
meetings to address shareholders queries, if any. There were no other material contracts of the Company
or its subsidiaries involving the interests of the CEO, each
Director or controlling shareholder, either still subsisting
The Articles allow a member of the Company to appoint at the end of the financial year or if not then subsisting
one or two proxies to attend and vote on behalf of the entered into since the end of the previous financial year,
member. For fairness to all shareholders, the Company has except for the following:
not amended its Articles to lift the limit on the number of (a) Singland China Holdings Pte. Ltd. (a wholly-owned
proxies for nominee shareholders. However, upon written subsidiary of Singapore Land Limited), UOL Capital
request, the Company may allow additional proxies Investments Pte. Ltd. (a subsidiary of UOL Group
for nominee shareholders to attend the shareholders Limited) and Peak Star Pte. Ltd., (a subsidiary of Kheng
meetings as an observer on a case by case basis. Leong Co Pte Ltd), have established a joint venture
The Company has not amended its Articles to provide company, Shanghai Jin Peng Realty Co Ltd on a 30:40:30
for absentia voting as the Board feels that it is difficult to basis respectively to develop Parcel 11, Chang Feng
ensure a foolproof system. District, Shanghai, PRC into a mixed-use development
comprising residential units and retail component. The
purchase price for the site was RMB2.06 billion.
The Company has adopted Rule 1207(19) of the SGX-ST The aforesaid transaction was on normal commercial
Listing Manual with respect to dealings in the Companys terms, the risks and rewards of the joint consortium
securities by its Directors and employees. Circulars are are in proportion to the equity of each joint venture
issued to all Directors and employees of the Company partner.
and within the Group to remind them of, inter alia, laws of
insider trading and the importance of not dealing in the
shares of the Company and its subsidiaries on short term
consideration and during the prohibitive periods.

18 Annual REport 2011 United Industrial Corporation Limited


(b) S.L. Development Pte. Limited (a wholly-owned
subsidiary of Singpore Land Limited) entered into a
joint venture with UOL Venture Investments Pte. Ltd
(a wholly owned subsidiary of UOL Group Limited)
in United Venture Development (Bedok) Pte. Ltd for
the acquisition and development of Archipelago, a
residential development at Bedok Reservoir Road. The
purchase price of the land was $320 million.
The aforesaid transaction was on normal commercial
terms, the risks and reward of the joint venture are in
proportion to the equity of each joint venture partner
(50:50).

Annual REport 2011 United Industrial Corporation Limited 19


Date of Initial Date of
Board of Directors Board Appointment Appointment Last Re-Election
Wee Cho Yaw Non-Executive Chairman 26.06.92 27.04.11
John Gokongwei, Jr. Non-Executive Deputy Chairman 27.07.99 27.04.11
Lim Hock San President & Chief Executive Officer 01.04.92 24.04.09
Antonio L. Go Non-Executive and Independent Director 25.04.07 27.04.11
James L. Go Non-Executive Director 28.05.99 27.04.11
Lance Y. Gokongwei Non-Executive Director 28.05.99 24.04.09
Gwee Lian Kheng Non-Executive Director 28.05.99 27.04.11
Hwang Soo Jin Non-Executive and Independent Director 31.01.03 27.04.11
Tan Boon Teik* Non-Executive and Independent Director 24.07.92 27.04.11
Wee Ee Lim Non-Executive Director 28.05.99 27.04.11
Alvin Yeo Khirn Hai Non-Executive and Independent Director 11.09.02 24.04.09
Frederick D. Go Alternate to John Gokongwei, Jr. 18.01.05 n/a
Patrick O. Ng Alternate to Lance Y. Gokongwei 10.08.99 n/a

Audit Committee Auditors


Alvin Yeo Khirn Hai Chairman PricewaterhouseCoopers LLP
(appointed 19 March 2012)
8 Cross Street #17-00 PWC Building
Tan Boon Teik* Chairman Singapore 048424
James L. Go Member Audit Partner: Sim Hwee Cher
Hwang Soo Jin Member (appointed with effect from financial year 2008)

Nominating Committee Share Registrars
Hwang Soo Jin Chairman KCK CorpServe Pte Ltd
Wee Cho Yaw Member 333 North Bridge Road #08-00
James L. Go Member KH KEA Building
Tan Boon Teik* Member Singapore 188721
Antonio L. Go Member Telephone: 6837 2133
Facsimile: 6338 3493
Remuneration Committee
Alvin Yeo Khirn Hai Chairman Registered Office
Wee Cho Yaw Member 24 Raffles Place #22-01/06
James L. Go Member Clifford Centre
Hwang Soo Jin Member Singapore 048621
Antonio L. Go Member Telephone: 6220 1352
Facsimile: 6224 0278
Company Secretary Website: www.uic.com.sg
Susie Koh
Company Registration Number
196300181E
*Mr Tan Boon Teik passed away on 10 March 2012.

20 Annual REport 2011 United Industrial Corporation Limited


After fifteen months of growth, the office market started to weaken in the third
quarter of 2011 following concerns on the US economy and Europes sovereign
debt crisis. Despite the growth achieved in the first nine months of the year, market
rents were still about 40% lower than peak rents achieved three years ago.
Local residential market remained active due to low interest rates and high
liquidity. Prices and sales activities continued to be healthy supported by genuine
home buyers and upgraders. However, optimism in the market is contained by
global uncertainties and cooling measures implemented by the government.

SGX Centre Pan Pacific Singapore The Trizon

Annual REport 2011 United Industrial Corporation Limited 21


Singapore Land Tower The Gateway Abacus Plaza and Tampines Plaza

22 Annual REport 2011 United Industrial Corporation Limited


Annual REport 2011 United Industrial Corporation Limited 23
Mandarin Oriental West Mall Marina Square Shopping Mall

24 Annual REport 2011 United Industrial Corporation Limited


Annual REport 2011 United Industrial Corporation Limited 25
Park Natura Archipelago at Bedok Reservoir (artists impression)

26 Annual REport 2011 United Industrial Corporation Limited


The Excellency, Chengdu Shanghai Chang Feng Poject (artists impression) The Westin Tianjin

Junction of Tongpu and Danba Road looking South-East (by day)

Annual REport 2011 United Industrial Corporation Limited 27


28 Annual REport 2011 United Industrial Corporation Limited
UIC Technologies Pte Ltd
For the year ended 31 December 2011, UIC Technoogies
Groups (UICT Group) revenue increased by 27% to $80.6
million due to improved hardware sales in corporate sector,
notebook sales to Polytechnic students and Microsoft
software sales to Education and Public Healthcare sectors.
The UICT Groups pre-tax profit increased by 15% to $2.8
million with a 23% Return on Total Equity.
Amidst the global economic uncertainty for 2012, UICT
Group will strive to maintain its preferred IT Solutions and
Service Provider position in Education, Financial Services,
The Management Team of UIC Technologies Group
Healthcare, mid-size Enterprise and the Public sector.

Annual REport 2011 United Industrial Corporation Limited 29


SGX Bull Charge group picture of staff

Staff volunteers at Community Outreach Programme Kickboxing class in action

The HR function focus on the provision of effective services and mental health talks, weight management, Vertical
to support business units and deliver initiatives including Challenge, yoga, aerobics, healthy cooking classes and
compensation and benefits, talent management and distribution of fruits were organised. These activities also
retention, and performance management. provide opportunities for employees interaction and the
enhancement of team spirit.
The Group remains committed to the growth of its
employees potential through continuous training and The Group continues to support corporate and social
development. Regular in-house newsletters, as part responsibility programme. In addition to donations to
of its employee communications programme, update social community organisations, staff volunteers brought
employees on staff activities and movement in the a group of underprivileged children for a movie show and
company. lunch. For the eighth consecutive year, staff participated in
the annual Bull Run 2011, a 5 km charity fun run organised
During the year, employees are encouraged to pursue
by the Stock Exchange of Singapore.
a balanced and healthy lifestyle through Workplace
Health Promotion. These programmes, such as physical

30 Annual REport 2011 United Industrial Corporation Limited


AS AT 31 December 2011

Approximate
Gross Net Floor Car Capital
Site Area Floor Area Area Parking Value
(sq metres) (sq metres) (sq metres) Lots ($m)

Subsidiary Companies Investment Properties

Stamford Court 2,072 7,264 5,990 36 86


A 4-storey commercial building of shops and offices
situated at the junction of Stamford Road and Hill
Street
West Mall 9,890 26,300 17,042 314 380
A 5-storey retail and entertainment complex with three
basements of car parking space, located at Bukit Batok
Town Centre
Singapore Land Tower 5,064 74,215 57,500 288 1,400
A 47-storey complex of banks and offices and three
basements of car parking space with frontages on Raffles
Place/Battery Road
SGX Centre 2 2,970 36,590 25,800 136 498
A 29-storey office building with two basements of car (inclusive of (UIC Groups
parking space located at 4 Shenton Way 3,336 sqm in SGX interest in SGX
CENTRE 1) Centre 1 & 2)

Clifford Centre 3,343 37,267 25,470 268 504


A 29-storey complex of shops and offices with frontages
on both Raffles Place and Collyer Quay
The Gateway 22,381 97,430 69,803 689 1,035
A pair of 37-storey towers with two basements of car
parking space located at Beach Road
ABACUS Plaza 2,614 10,970 8,397 87 85
and Tampines Plaza 2,613 10,965 8,397 79 84
A pair of 8-storey office buildings with two basements
of car parking space located at Tampines Central 1 in the
Tampines Finance Park
Marina Square 92,197 315,211 206,780 1,990 881
3 Hotels and two investment properties, a 4-storey Retail (In respect of
retail mall and
Mall (comprising fashion boutiques, department store, office building
eating and entertainment outlets, food court, cinemas, only)
bowling alley and car park) and a six-storey office building
(Marina Bayfront)
5 Shenton Way
Proposed commercial development (at former location of 6,778 30,933 25,714 588 268
UIC Building)
This is part of a 60:40 mixed development (residential/
commercial building) with the residential component
classified under properties held for sale

Annual REport 2011 United Industrial Corporation Limited 31


AS AT 31 December 2011

Approximate
Gross Net Floor Car Capital
Site Area Floor Area Area Parking Value
(sq metres) (sq metres) (sq metres) Lots ($m)

Associated Companys Investment Property

Novena Square 16,673 70,010 57,197 491 900


A commercial complex comprising two office
towers of 25 and 18 storeys and a three-storey retail
block located at the junction of Thomson Road and
Moulmein Road

Actual/
Gross Expected
Site Area Floor Area Year of
Tenure (sq metres) (sq metres) TOP

Subsidiary Companies and Joint Ventures Properties Held For Sale

Completed in 2011
Park Natura Freehold 19,823 27,748 2011
A 192-unit condominium off Upper Bukit Timah Road

Under Development
The Excellency, Chengdu Leasehold 7,566 77,000 2012
Two towers of 51 storeys each with 3 basement car parks at the
junction of Dacisi Road and Tian Xian Qiao Road North

The Trizon Freehold 18,153 38,122 2012


A 289-unit condominium development at Ridgewood Close

Archipelago
A 577-unit condominium development at Bedok Reservoir Road Leasehold 45,623 71,445 2016

5 Shenton Way Leasehold 6,778 55,850 2017


Proposed residential development (at former location of UIC Building)
This is part of a 60:40 mixed development (residential/commercial
building) with the commercial component classified under
investment properties

32 Annual REport 2011 United Industrial Corporation Limited


34
39
40
42
43
44
45
46
48

Annual REport 2011 United Industrial Corporation Limited 33


For the financial year ended 31 December 2011

The directors present their report to the members together with the audited financial statements of the Group for the
financial year ended 31 December 2011 and the statement of financial position of the Company as at 31 December 2011.

The directors of the Company in office at the date of this report are:
Wee Cho Yaw (Chairman)
John Gokongwei, Jr. (Deputy Chairman)
Lim Hock San (President and Chief Executive Officer)
Antonio L. Go
James L. Go
Lance Y. Gokongwei
Gwee Lian Kheng
Hwang Soo Jin
Tan Boon Teik
Wee Ee Lim
Alvin Yeo Khirn Hai
Frederick D. Go (Alternate to John Gokongwei, Jr.)
Patrick O. Ng (Alternate to Lance Y. Gokongwei)
Arrangements to enable directors to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of,
the Company or any other body corporate, other than as disclosed under Share options of this report.

34 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

(a) According to the register of directors shareholdings, none of the directors holding office at the end of the financial
year had any interest in the shares or debentures of the Company or related corporations, except as follows:

Holdings registered in name of Holdings in which a director


director or nominee is deemed to have an interest
At 31.12.2011 At 1.1.2011 At 31.12.2011 At 1.1.2011
United Industrial Corporation
Limited (UIC)
(Ordinary shares)
Wee Cho Yaw 1,857,000 1,857,000 658,112,565 646,427,565
John Gokongwei, Jr. - - 497,195,000 495,801,000
Lim Hock San 22,000 22,000 - -
Hwang Soo Jin 300,000 300,000 - -
Tan Boon Teik - - - 5,000

Singapore Land Limited


(Ordinary shares)
John Gokongwei, Jr. - - 323,565,384 315,327,384
Lim Hock San 340,000 340,000 - -

(b) According to the register of directors shareholdings, the following director holding office at the end of the financial
year had an interest in options to subscribe for ordinary shares of the Company granted pursuant to the UIC Share
Option Scheme:

No of unissued ordinary shares


of the Company under option
At 31.12.2011 At 1.1.2011
Lim Hock San
Options to subscribe ordinary shares at $2.70 per share (Offer dated 5.3.2007) 300,000 300,000
Options to subscribe ordinary shares at $2.91 per share (Offer dated 10.3.2008) 150,000 150,000
Options to subscribe ordinary shares at $1.07 per share (Offer dated 4.5.2009) 100,000 100,000
Options to subscribe ordinary shares at $2.03 per share (Offer dated 26.2.2010) 100,000 100,000
Options to subscribe ordinary shares at $2.78 per share (Offer dated 1.3.2011) 120,000 -

(c) There was no change in any of the above-mentioned directors interests between the end of the financial year and 21
January 2012.

Annual REport 2011 United Industrial Corporation Limited 35


For the financial year ended 31 December 2011

Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of
a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with
a company in which he has a substantial financial interest, except as disclosed in the accompanying financial statements
note 31.

UIC Share Option Scheme


(a) The UIC Share Option Scheme (ESOS) which was approved by the shareholders of the Company on 18 May 2001 had
expired on 17 May 2011 and was continued with the shareholders approval at an annual general meeting held on
27 April 2011, for a further period of 10 years from 18 May 2011 to 17 May 2021. Other than the extension, there is no
change in any other rules of the ESOS. The ESOS is administered by the Remuneration Committee (RC) comprising
the following members:
Alvin Yeo Khirn Hai Chairman (Independent)
Wee Cho Yaw Member (Non-independent)
James L. Go Member (Non-independent)
Hwang Soo Jin Member (Independent)
Antonio L. Go Member (Independent)
Under the terms of the ESOS, the total number of shares granted shall not exceed 5% of the issued shares of the
Company on the day immediately preceding the offer date of the ESOS. The exercise price is equal to the average of
the last done price per share of the Companys ordinary shares on the Singapore Exchange Securities Trading Limited
(SGX-ST) for five market days immediately preceding the date of the offer.

(b) The ESOS became operative on 5 March 2007 upon the Company granting options to key executives to subscribe for
2,610,000 ordinary shares of the Company (2007 Options). On 10 March 2008 (2008 Options), 4 May 2009 (2009
Options) and 26 February 2010 (2010 Options), the Company granted options to subscribe for 1,068,000 shares,
760,000 shares and 656,000 shares of the Company respectively. Particulars of the 2007 Options, 2008 Options, 2009
Options and 2010 Options were set out in the Directors Reports for respective financial years.
On 1 March 2011, the Company granted options to key executives to subscribe for 894,000 shares at an exercise
price of $2.78 per ordinary share (2011 Options). The 2011 Options were accepted by key executives, including an
executive director of the Company, Lim Hock San.

36 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

The details of the 2011 Options accepted are as follows:

At exercise price
Number of employees of $2.78 per share
Executive Director 1 120,000
Executives 15 774,000
16 894,000

(c) Principal terms of the ESOS are set out below:


(i) only full time confirmed executives of the Company or any of its subsidiary companies (including executive
directors) are eligible for the grant of options;
(ii) the ESOS shall be in force at the discretion of the RC subject to a maximum period of 10 years and may be
continued with the approval of the shareholders;
(iii) all options granted shall be exercisable, in whole or in part (only in respect of 1,000 shares or any multiple thereof ),
before the tenth anniversary of the Offer Date and in accordance with the following vesting schedule:

Percentage of shares over which


Vesting schedule options are exercisable
On or after the second anniversary of the Offer Date 50%
On or after the third anniversary of the Offer Date 25%
On or after the fourth anniversary of the Offer Date 25%
The vesting and exercising of vested or unexercised options are governed by conditions set out in the ESOS; and
(iv) participants in the ESOS, shall not, except with the prior approval of the RC in its absolute discretion, be entitled
to participate in any other share option schemes or share incentive schemes implemented by companies within
or outside the Group. The settlement of options are subject to conditions as set out in the ESOS.

(d) Other information required by SGX-ST:


(i) The details of options granted to an executive director of the Company, Lim Hock San under the ESOS are as
follows:

Granted in the Aggregate granted since Aggregate exercised


financial year ended commencement of ESOS since commencement of Aggregate outstanding
31.12.2011 to 31.12.2011 ESOS to 31.12.2011 as at 31.12.2011
120,000 770,000 Nil 770,000
(ii) No options have been granted to controlling shareholders or their associates and no participant has received 5%
or more of the total options available under the ESOS. No options were granted at a discount during the financial
year.
Annual REport 2011 United Industrial Corporation Limited 37
For the financial year ended 31 December 2011

(e) During the financial year, 334,000 shares of the Company were issued upon the exercise of options by:

Holders of Number of shares Exercise price per share


2007 Options 60,000 $2.70
2009 Options 274,000 $1.07
334,000

(f ) As at the end of the financial year, the following options to acquire ordinary shares in the Company were outstanding:

Date of Options Options Options Options Exercise


grant of outstanding granted in Options cancelled outstanding price per Date of
options at 1.1.2011 2011 exercised in 2011 at 31.12.2011 share expiry
5.3.2007 2,046,000 - (60,000) (204,000) 1,782,000 $2.70 4.3.2017
10.3.2008 900,000 - - (96,000) 804,000 $2.91 9.3.2018
4.5.2009 648,000 - (274,000) (36,000) 338,000 $1.07 3.5.2019
26.2.2010 656,000 - - (72,000) 584,000 $2.03 25.2.2020
1.3.2011 - 894,000 - (70,000) 824,000 $2.78 28.2.2021
4,250,000 894,000 (334,000) (478,000) 4,332,000

The Audit Committee comprises four non-executive directors, namely, Tan Boon Teik (Chairman), James L. Go, Alvin Yeo
Khirn Hai and Hwang Soo Jin, majority of whom including the Chairman, are independent directors.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act. At a series
of meetings convened during the twelve months up to the date of this report, the Audit Committee reviewed reports
prepared respectively by the external and the internal auditors and approved proposals for improvements in internal
controls. The announcement of quarterly and full year results, the financial statements of the Group and the Independent
Auditors Report thereon for the full year were also reviewed prior to consideration and approval of the Board.

The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.

On behalf of the directors

WEE CHO YAW LIM HOCK SAN


Director Director
17 February 2012

38 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

In the opinion of the directors,


(a) the statement of financial position of the Company and the consolidated financial statements of the Group as set
out on pages 42 to 99 are drawn up 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 of the results of the business, changes in equity and cash flows of the Group for
the financial year then ended; and
(b) 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

WEE CHO YAW LIM HOCK SAN


Director Director

17 February 2012

Annual REport 2011 United Industrial Corporation Limited 39


TO THE MEMBERS OF UNITED INDUSTRIAL CORPORATION LIMITED

Report on the Financial Statements


We have audited the accompanying financial statements of United Industrial Corporation Limited (the Company) and
its subsidiaries (the Group) set out on pages 42 to 99, which comprise the consolidated statement of financial position
of the Group and statement of financial position of the Company as at 31 December 2011, the consolidated income
statement, statement of comprehensive income, statement of changes in equity and statement of cash flows of the
Group for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements


Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Singapore Companies Act (the Act) and Singapore Financial Reporting Standards, and for devising
and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are
safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they
are recorded as necessary to permit the preparation of true and fair profit and loss accounts and statements of financial
position and to maintain accountability of assets.

Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entitys preparation of financial statements that give a true and fair view 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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

40 Annual REport 2011 United Industrial Corporation Limited


TO THE MEMBERS OF UNITED INDUSTRIAL CORPORATION LIMITED

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 of which we are the auditors, have been properly kept in accordance with the provisions of
the Act.

PricewaterhouseCoopers LLP
Public Accountants and Certified Public Accountants
Singapore, 17 February 2012

Annual REport 2011 United Industrial Corporation Limited 41


For the financial year ended 31 December 2011

Note 2011 2010


$000 $000
(restated)
Revenue 4 805,504 1,194,302
Cost of sales 5 (451,774) (724,109)
Gross profit 353,730 470,193

Investment income 6 3,080 1,648


Other gains/(losses) - net 1,590 263
Selling and distribution costs (19,407) (20,580)
Administrative expenses (19,214) (21,156)
Finance expenses (5,566) (9,613)
Share of results of associated companies 42,207 44,657
Share of results of a joint venture (500) -
355,920 465,412
Fair value gain on investment properties 16 21,366 691,022
Profit before income tax 7 377,286 1,156,434

Income tax expense 8 (37,214) (194,095)


Net profit 340,072 962,339

Attributable to:
Equity holders of the Company 9 214,158 743,765
Non-controlling interests 125,914 218,574
340,072 962,339
Basic/Diluted earnings per share attributable to
equity holders of the Company
(expressed in cents per share) 10 15.5 cents 54.0 cents

The accompanying notes form an integral part of these financial statements.

42 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2011 2010
$000 $000
(restated)
Net profit 340,072 962,339
Other comprehensive income/(expense) taken directly to equity:
Net exchange differences on translation of financial
statements of foreign entities 14,578 (6,835)
Total comprehensive income 354,650 955,504

Total comprehensive income attributable to:


Equity holders of the Company 224,262 739,710
Non-controlling interests 130,388 215,794
354,650 955,504

The accompanying notes form an integral part of these financial statements.

Annual REport 2011 United Industrial Corporation Limited 43


As at 31 December 2011

Note The Group The Company


2011 2010 2009 2011 2010
$000 $000 $000 $000 $000
Assets (restated) (restated)
Non-current assets
Other receivables 11 73,381 4,305 16,029 1,231,507 1,057,239
Available-for-sale financial assets 12 12,045 12,045 12,045 - -
Investments in associated companies 13 378,970 233,325 207,384 - -
Investment in a joint venture 14 - - - - -
Investments in subsidiary companies 15 - - - 1,227,519 1,227,519
Investment properties 16 5,219,900 5,458,000 4,597,500 - -
Property, plant and equipment 17 479,774 491,518 493,071 737 143
6,164,070 6,199,193 5,326,029 2,459,763 2,284,901

Current assets
Cash and cash equivalents 18 100,052 140,028 162,599 565 580
Properties held for sale 19 878,932 491,581 892,498 - -
Trade and other receivables 20 96,479 182,468 45,712 1,405 188
Inventories 1,995 2,561 1,727 - -
1,077,458 816,638 1,102,536 1,970 768
Total assets 7,241,528 7,015,831 6,428,565 2,461,733 2,285,669
Liabilities
Current liabilities
Trade and other payables 21 273,971 256,312 255,626 3,252 2,294
Current income tax liabilities 8 85,513 83,729 49,518 696 673
Borrowings 22 744,205 649,675 657,545 505,425 468,068
1,103,689 989,716 962,689 509,373 471,035

Non-current liabilities
Trade and other payables 21 54,412 50,245 107,895 154,518 19,391
Borrowings 22 41,440 114,741 418,295 - -
Deferred income tax liabilities 23 552,928 581,391 465,801 - -
648,780 746,377 991,991 154,518 19,391

Total liabilities 1,752,469 1,736,093 1,954,680 663,891 490,426


NET ASSETS 5,489,059 5,279,738 4,473,885 1,797,842 1,795,243

EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital 24 1,401,382 1,400,927 1,400,927 1,401,382 1,400,927
Reserves 2,538,503 2,326,955 1,610,027 396,460 394,316
3,939,885 3,727,882 3,010,954 1,797,842 1,795,243
Non-controlling interests 1,549,174 1,551,856 1,462,931 - -
TOTAL EQUITY 5,489,059 5,279,738 4,473,885 1,797,842 1,795,243

The accompanying notes form an integral part of these financial statements.

44 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

Attributable to equity holders of the Company

Asset Non-
Share Retained revaluation Other controlling Total
capital earnings reserve reserve Total interests equity
$000 $000 $000 $000 $000 $000 $000
2011
Balance at 1 January 2011
- as previously reported 1,400,927 2,303,356 29,382 1,924 3,735,589 1,551,856 5,287,445
- effect of adopting INT FRS 115 - (7,707) - - (7,707) - (7,707)
Balance at 1 January 2011,
as restated 1,400,927 2,295,649 29,382 1,924 3,727,882 1,551,856 5,279,738
Total comprehensive income - 214,158 - 10,104 224,262 130,388 354,650
Employee share option scheme
- value of employee services - - - 569 569 - 569
- proceeds from shares issued 455 - - - 455 - 455
Effect of purchase of shares
from non-controlling
shareholders - 28,051 - - 28,051 (84,553) (56,502)
Dividends paid - (41,334) - - (41,334) (48,517) (89,851)
Balance at 31 December 2011 1,401,382 2,496,524 29,382 12,597 3,939,885 1,549,174 5,489,059

2010
Balance at 1 January 2010
- as previously reported 1,400,927 1,623,342 29,382 5,774 3,059,425 1,476,693 4,536,118
- effect of adopting INT FRS 115 - (48,471) - - (48,471) (13,762) (62,233)
Balance at 1 January 2010,
as restated 1,400,927 1,574,871 29,382 5,774 3,010,954 1,462,931 4,473,885
Total comprehensive income/
(expense) - 743,765 - (4,055) 739,710 215,794 955,504
Employee share option scheme
- value of employee services - - - 205 205 - 205
Effect of purchase of shares
from non-controlling
shareholders - 18,337 - - 18,337 (81,971) (63,634)
Dividends paid - (41,324) - - (41,324) (44,898) (86,222)
Balance at 31 December 2010 1,400,927 2,295,649 29,382 1,924 3,727,882 1,551,856 5,279,738

The accompanying notes form an integral part of these financial statements.

Annual REport 2011 United Industrial Corporation Limited 45


For the financial year ended 31 December 2011

2011 2010
$000 $000
(restated)
Cash flows from operating activities
Profit before income tax 377,286 1,156,434
Adjustments for:
Depreciation of property, plant and equipment 22,341 18,888
Employee share option expense 569 205
Loss on disposal of property, plant and equipment 116 725
Share of results of associated companies (42,207) (44,657)
Share of results of a joint venture 500 -
Fair value gain on investment properties (21,366) (691,022)
Investment income (3,080) (1,648)
Interest expense 5,566 9,613
Operating cash flow before working capital changes 339,725 448,538

Change in operating assets and liabilities:


Properties held for sale 69,714 405,379
Inventories 566 (834)
Trade and other receivables 69,978 (136,795)
Trade and other payables 22,373 (53,300)
Cash generated from operations 502,356 662,988

Interest paid (10,077) (18,903)


Income tax paid (64,619) (43,735)
Net cash provided by operating activities 427,660 600,350

The accompanying notes form an integral part of these financial statements.

46 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

Note 2011 2010


$000 $000
(restated)
Cash flows from investing activities
Purchase of property, plant and equipment (4,630) (23,889)
Proceeds from disposal of property, plant and equipment 30 55
Upgrading of investment properties (10,663) (8,552)
Redevelopment of an investment property (182,964) (160,556)
Loan to a joint venture (71,243) -
Repayment of loans by associated companies 3,072 10,939
Investments in associated companies (94,852) (25,425)
Investment in a joint venture (500) -
Dividends received from unquoted equity investments 1,665 822
Dividends received from associated companies 15,810 42,841
Interest received 1,308 2,124
Net cash used in investing activities (342,967) (161,641)

Cash flows from financing activities


Repayment of borrowings (239,780) (311,424)
Proceeds from borrowings 261,009 -
Proceeds from issue of shares 455 -
Purchase of shares from non-controlling shareholders (56,502) (63,634)
Dividends paid to shareholders (41,334) (41,324)
Dividends paid to non-controlling shareholders (48,517) (44,898)
Net cash used in financing activities (124,669) (461,280)

Net decrease in cash and cash equivalents (39,976) (22,571)


Cash and cash equivalents at beginning of financial year 140,028 162,599
Cash and cash equivalents at end of financial year 18 100,052 140,028

The accompanying notes form an integral part of these financial statements.

Annual REport 2011 United Industrial Corporation Limited 47


For the financial year ended 31 December 2011

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. General information

United Industrial Corporation Limited (the Company) is incorporated and domiciled in Singapore. The address of
its registered office is 24 Raffles Place #22-01/06, Clifford Centre, Singapore 048621.
The Company is listed on the Singapore Exchange.
The principal activity of the Company is that of an investment holding company. The principal activities of the
Group consist of development of properties for investment and trading, investment holding, property management,
investment in hotels and retail centres, trading in computers and related products, and provision of information
technology services.

2. Significant accounting policies

2.1 Basis of preparation


The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS).
The financial statements have been prepared under the historical cost convention, except as disclosed in the
accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its judgement
in the process of applying the Groups accounting policies. It also requires the use of accounting estimates and
assumptions. Areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in note 3.
Amendments to published standards effective in 2011
On 1 January 2011, the Group adopted the new or amended FRS and Interpretations of FRS (INT FRS) that are
mandatory for application from that date. Changes to the Groups accounting policies have been made as required,
in accordance with the transitional provisions in the respective FRS and INT FRS.
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the Groups and
Companys accounting policies and had no effect on the amounts reported for the current or prior financial years,
except as disclosed below.

48 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.1 Basis of preparation (continued)


Amendments to published standards effective in 2011 (continued)
INT FRS 115 - Agreements for the Construction of Real Estate with an Accompanying Note was issued by the
Accounting Standards Council (ASC) and applies for financial year beginning on or after 1 January 2011. The Group
had early adopted this interpretation for the financial year beginning 1 January 2010. Upon the early adoption,
revenue for the sale of The Excellency development property in China was recognised only upon completion of
construction whereas the sale of residential properties in Singapore continued to be recognised on a percentage
of completion basis.
In June 2011, the ASC clarified that its earlier ruling on the recognition of revenue by stage of completion on sales
of uncompleted residential properties in Singapore does not address the accounting treatment of sales made
with a Deferred Payment Scheme (DPS) feature. Following this clarification note, the Group has retrospectively
recognised such sales on the completion of construction method.
In respect of sales of residential properties in Singapore with a DPS feature, the effects of adopting INT FRS 115 on
the previously reported Groups results are as follows:

Increase/(Decrease)
2011 2010 2009
$000 $000 $000
Consolidated statement of financial position as at 31 December:

Investments in associated companies - - (12,754)


Properties held for sale - (5,291) 312
Trade and other payables (current) - 3,995 59,926
Deferred income tax liabilities - (1,579) (10,135)
Retained earnings - (7,707) (48,471)
Non-controlling interests - - (13,762)

Consolidated income statement for the financial year ended 31 December:

Revenue 18,976 222,282


Cost of sales 9,690 171,954
Share of results of associated companies - 12,754
Income tax expense 1,579 8,556
Non-controlling interests - 13,762

Basic and diluted earnings per share for the financial year ended
31 December (cents per share) 0.6 cents 3.0 cents

Annual REport 2011 United Industrial Corporation Limited 49


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.2 Revenue recognition


Revenue comprises the fair value of consideration received or receivable for the sale of goods and rendering of
services, net of goods and services tax, rebates and discounts after eliminating revenue within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable
that the collectibility of the related receivables is reasonably assured and when the specific criteria for each of the
Groups activities are met as follows:
(a) Rental income
Rental income from operating leases (net of any incentives given to the lessees) on investment properties is
recognised on a straight-line basis over the lease term.
(b) Revenue on sale of properties held for sale
Revenue from sale of properties held for sale in respect of sale and purchase agreements entered into prior to
completion of construction is recognised when the properties are delivered to the buyers, except for in cases
where the control and risk and rewards of the property are transferred to the buyers as construction progresses.
For sales of uncompleted residential properties made with a Normal Payment Scheme feature in Singapore,
the transfer of significant risks and rewards of ownership occurs in the current state as construction progresses.
Revenue is recognised by reference to the stage of completion using the percentage of completion method,
determined by the level of construction costs incurred as a proportion of the estimated total construction costs
to completion.
For sales of overseas development properties and Singapore residential properties made with a Deferred
Payment Scheme feature, such transfer generally occurs when the property units are completed and delivered
to the purchasers. Revenue is recognised upon completion of construction.
(c) Revenue from hotel operations
Revenue from the rental of hotel rooms and other facilities is recognised when the services are rendered.
Revenue from the sale of food and beverage is recognised when the goods are delivered to the customer.
(d) Revenue from information technology operations
Revenue from sale of computer hardware and software is recognised when the Group has transferred significant
risks and rewards of ownership of the products to the customer on delivery and the customer has accepted the
products. Revenue from the rendering of services is recognised when the service is rendered, by reference to
completion of specific transaction assessed on the basis of the actual service provided as a proportion to the
total services to be performed.
(e) Property management fees
Property management fees are recognised on a straight-line basis over the contract term.
(f) Interest income
Interest income is recognised on a time proportion basis using the effective interest method.

50 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.2 Revenue recognition (continued)


(g) Dividend income
Dividend income is recognised when the right to receive payment is established.
(h) Car parking income
Car parking income is recognised on a straight-line basis based on time proportion.

2.3 Group accounting


(a) Subsidiary companies
(i) Consolidation
Subsidiary companies are entities over which the Group has power to govern the financial and operating
policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise
to the majority of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiary companies are consolidated from the date on which control is transferred to the Group. They
are de-consolidated from the date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on
transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered
an impairment indicator of the asset transferred. Accounting policies of subsidiary companies have been
changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary
company attributable to the interests which are not owned directly or indirectly by the equity holders of the
Company. They are shown separately in the consolidated statement of comprehensive income, statement
of changes in equity and statement of financial position. Total comprehensive income is attributed to the
non-controlling interests based on their respective interests in a subsidiary company, even if this results in
the non-controlling interests having a deficit balance.
(ii) Acquisitions
The acquisition method of accounting is used to account for business combinations by the Group.
The consideration transferred for the acquisition of a subsidiary company or business comprises the fair
values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The
consideration transferred also includes the fair value of any contingent consideration arrangement and fair
value of any pre-existing equity interest in the subsidiary company.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are,
with limited exceptions, measured initially at their fair values at the acquisition date.

Annual REport 2011 United Industrial Corporation Limited 51


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.3 Group accounting (continued)


(a) Subsidiary companies (continued)
(ii) Acquisition (continued)
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree
at the date of acquisition either at fair value or at the non-controlling interests proportionate share of the
acquirees net identifiable assets.
The excess of (i) 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 (ii) fair value of
the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the subsidiary company acquired and the measurement of all amounts have
been reviewed, the difference is recognised directly in the income statement as a bargain purchase. Please
refer to the paragraph Goodwill on acquisitions for the subsequent accounting policy on goodwill.
(iii) Disposals
When a change in the Group ownership interest in a subsidiary company results in a loss of control over
the subsidiary company, the assets and liabilities of the subsidiary company including any goodwill are
derecognised. Amounts previously recognised in other comprehensive income in respect of that entity
are also reclassified to the income statement or transferred directly to retained earnings if required by a
specific Standard.
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 the income
statement.
Please refer to the paragraph Investments in subsidiary and associated companies, and joint ventures for
the accounting policy on investments in subsidiary companies in the separate financial statements of the
Company.
(b) Transactions with non-controlling interests
Changes in the Groups ownership interest in a subsidiary company that do not result in a loss of control
over the subsidiary company are accounted for as transactions with equity owners of the Company. Any
difference between the change in the carrying amounts of the non-controlling interest and the fair value of
the consideration paid or received is recognised in retained earnings within equity attributable to the equity
holders of the Company.

52 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.3 Group accounting (continued)


(c) Associated companies and joint ventures
Associated companies are entities over which the Group has significant influence, but not control, generally
accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%. Joint
ventures are entities over which the Group has contractual arrangements to jointly share control over the
economic activity of the entities with one or more parties. Investments in associated companies and joint
ventures are accounted for in the consolidated financial statements using the equity method of accounting
less impairment losses, if any.
(i) Acquisitions
Investments in associated companies and joint ventures are initially recognised at cost. The cost of an
acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on
associated companies and joint ventures represents the excess of the cost of acquisition of the associate/
joint venture over the Groups share of the fair value of the identifiable net assets of the associate/joint
venture and is included in the carrying amount of the investments.
(ii) Equity method of accounting
In applying the equity method of accounting, the Groups share of its associated companies and joint
ventures post-acquisition profits or losses are recognised in the income statement and its share of post-
acquisition other comprehensive income is recognised in other comprehensive income. These post-
acquisition movements and distributions received from the associated companies and joint ventures
are adjusted against the carrying amount of the investment. When the Groups share of losses in an
associated company or joint venture equals or exceeds its interest in the associated company or joint
venture, including any other unsecured non-current receivables, the Group does not recognise further
losses, unless it has obligations to make or has made payments on behalf of the associated company or
joint venture.
Unrealised gains on transactions between the Group and its associated companies and joint ventures are
eliminated to the extent of the Groups interest in the associated companies and joint ventures. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Where necessary, adjustments are made to the financial statements of associated companies
and joint ventures to ensure consistency of accounting policies with those of the Group.

Annual REport 2011 United Industrial Corporation Limited 53


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.3 Group accounting (continued)


(c) Associated companies and joint ventures (continued)
(iii) Disposals
Investments in associated companies and joint ventures are derecognised when the Group loses significant
influence and joint control respectively. Any retained equity interest in the entity is remeasured at its fair
value. The difference between the carrying amount of the retained interest at the date when significant
influence or joint control is lost and its fair value is recognised in the income statement.
Please refer to the paragraph Investments in subsidiary and associated companies, and joint ventures for
the accounting policy on investments in associated companies and joint ventures in the separate financial
statements of the Company.

2.4 Property, plant and equipment


(a) Measurement
Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated
depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its purchase price and any
cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable
of operating in the manner intended by management.
(b) Depreciation
Renovations in progress is not depreciated. Depreciation is calculated using the straight-line method to
allocate the depreciable amounts of property, plant and equipment over their estimated useful lives as follows:
Leasehold land and building 45 - 93 years
Plant and machinery 10 - 15 years
Furniture, fittings and office equipment 5 - 13 years
Motor vehicles 5 years
The residual values, estimated useful lives and depreciation method of property, plant and equipment are
reviewed, and adjusted as appropriate, at each statement of financial position date. The effects of any revision
are recognised in the income statement when the changes arise.

54 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.4 Property, plant and equipment (continued)


(c) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added
to the carrying amount of the asset only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance
expenses are recognised in the income statement when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its
carrying amount is recognised in the income statement.

2.5 Goodwill on acquisitions


Goodwill on acquisitions of subsidiary companies and businesses represents the excess of (i) 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 (ii) the fair value of the net identifiable assets acquired.
Goodwill on subsidiary companies is recognised separately as intangible assets and carried at cost less accumulated
impairment losses.
Goodwill on associated companies and joint ventures is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiary and associated companies, and joint ventures include the carrying
amount of goodwill relating to the entity sold.

2.6 Borrowing costs


Borrowing costs are recognised in the income statement using the effective interest method except for those costs
that are directly attributable to the construction or development of properties. This includes those costs on
borrowings acquired specifically for the construction or development of properties, as well as those in relation to
general borrowings used to finance the construction or development of properties.
The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less
any investment income on temporary investments of these borrowings, are capitalised in the cost of the properties
held for sale and investment properties. Borrowing costs on general borrowings are capitalised by applying a
capitalisation rate to construction or development expenditures that are financed by general borrowings.

Annual REport 2011 United Industrial Corporation Limited 55


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.7 Properties held for sale


Properties held for sale are those which are intended for sale in the ordinary course of business. Properties held for
sale which are unsold are carried at the lower of cost and estimated net realisable value. Cost of properties held for
sale includes land, construction and related development costs and interest on borrowings obtained to finance the
purchase and construction of the properties. Net realisable value represents the estimated selling price in the
ordinary course of business less costs to complete the development and selling expenses.
Singapore properties held for sale under the Normal Payment Scheme are stated at cost plus attributable profits/
losses less progress billings. Progress billings not yet paid by customers are included within trade and other
receivables. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the
balance is shown as due to customers on development projects, under trade and other payables. When it is
probable that the total development costs will exceed the total revenue, the expected loss is recognised as an
expense immediately.
Singapore properties held for sale under the Deferred Payment Scheme and overseas properties held for sale are
stated at cost and payments received from purchasers prior to completion are included in current liabilities as
monies received in advance.

2.8 Investment properties


Investment properties of the Group, principally comprising office buildings, are held for long-term rental yields and
capital appreciation. Investment properties include properties that are being constructed or developed for future
use as investment properties.
Investment properties are initially recognised at cost and subsequently carried at fair value, representing the open
market value determined by independent professional valuers. Changes in fair values are recognised in the income
statement.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations
and improvements is capitalised. The cost of maintenance, repairs and minor improvement is recognised in the
income statement when incurred.
On disposal of an investment property, the difference between the disposal proceeds and its carrying amount is
recognised in the income statement.

2.9 Investments in subsidiary and associated companies, and joint ventures


Investments in subsidiary and associated companies, and joint ventures are carried at cost less accumulated
impairment losses in the Companys statement of financial position. On disposal of investment in subsidiary and
associated companies, and joint ventures, the difference between disposal proceeds and its carrying amount is
recognised in the income statement.

56 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.10 Impairment of non-financial assets


(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is
indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Groups cash-generating-
units (CGU) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the
recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGUs fair value less cost
to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the
CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the
CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
(b) Intangible assets
Property, plant and equipment
Investments in subsidiary and associated companies, and joint ventures
Intangible assets, property, plant and equipment and investments in subsidiary and associated companies,
and joint ventures are tested for impairment whenever there is any objective evidence or indication that these
assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to
sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash
inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is
determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in
the income statement, unless the asset is carried at revalued amount, in which case, such impairment loss is
treated as a revaluation decrease.
An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the
estimates used to determine the assets recoverable amount since the last impairment loss was recognised.
The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount
does not exceed the carrying amount that would have been determined (net of accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in the income statement, unless the
asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However,
to the extent that an impairment loss on the same revalued asset was previously recognised as an expense, a
reversal of that impairment is also credited to the income statement.

Annual REport 2011 United Industrial Corporation Limited 57


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.11 Financial assets


(a) Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans
and receivables, held-to-maturity, and available-for-sale. The classification depends on the nature of the asset
and the purpose for which the assets were acquired. Management determines the classification of its financial
assets at initial recognition and in the case of assets classified as held-to-maturity, re-evaluates this designation
at each statement of financial position date.
(i) Financial assets at fair value through profit or loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value
through profit or loss at inception. A financial asset is classified as held for trading if it is acquired principally
for the purpose of selling in the short term. Financial assets designated as at fair value through profit or
loss at inception are those that are managed and their performances are evaluated on a fair value basis,
in accordance with a documented Group investment strategy. Derivatives are also categorised as held for
trading unless they are designated as hedges. Assets in this category are presented as current assets if they
are either held for trading or are expected to be realised within 12 months after the statement of financial
position date.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are presented as current assets, except for those expected to be
realised later than 12 months after the statement of financial position date which are presented as non-
current assets. Loans and receivables are presented as trade and other receivables and cash and cash
equivalents on the statement of financial position.
(iii) Held-to-maturity financial assets
Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments
and fixed maturities that the Groups management has the positive intention and ability to hold to
maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets,
the whole category would be tainted and reclassified as available-for-sale. They are presented as non-
current assets, except for those maturing within 12 months after the statement of financial position date
which are presented as current assets.
(iv) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are presented as non-current assets unless the investment
matures or management intends to dispose of the assets within 12 months after the statement of financial
position date.

58 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.11 Financial assets (continued)


(b) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date the date on which the
Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired
or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On
disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised
in the income statement. Any amount in other comprehensive income relating to that asset is reclassified to
the income statement.
(c) Initial measurement
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value
through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value
through profit and loss are recognised immediately as expenses.
(d) Subsequent measurement
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried
at fair value. Loans and receivables and held-to-maturity financial assets are subsequently carried at amortised
cost using the effective interest method.
Changes in the fair values of financial assets at fair value through profit or loss including the effects of currency
translation, interest and dividends, are recognised in the income statement when the changes arise.
Interest and dividend income on available-for-sale financial assets are recognised separately in income
statement. Changes in the fair values of available-for-sale debt securities (i.e. monetary items) denominated
in foreign currencies are analysed into currency translation differences on the amortised cost of the securities
and other changes; the currency translation differences are recognised in the income statement and the other
changes are recognised in other comprehensive income and accumulated in the fair value reserve. Changes in
fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in other comprehensive
income and accumulated in the fair value reserve, together with the related currency translation differences.
(e) Impairment
The Group assesses at each statement of financial position date whether there is objective evidence that a
financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such
evidence exists.
(i) Loans and receivables/ Held-to-maturity financial assets
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default
or significant delay in payments are objective evidence that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account
which is calculated as the difference between the carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible,
it is written off against the allowance account. Subsequent recoveries of amounts previously written off are
recognised against the same line item in the income statement.

Annual REport 2011 United Industrial Corporation Limited 59


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.11 Financial assets (continued)


(e) Impairment (continued)
(i) Loans and receivables/ Held-to-maturity financial assets (continued)
The allowance for impairment loss account is reduced through the income statement in a subsequent
period when the amount of impairment loss decreases and the related decrease can be objectively
measured. The carrying amount of the asset previously impaired is increased to the extent that the new
carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.
(ii) Available-for-sale financial assets
In addition to the objective evidence of impairment described in note 2.11(e)(i), a significant or prolonged
decline in the fair value of an equity security below its cost is considered as an indicator that the available-
for-sale financial asset is impaired.
If any evidence of impairment exists, the cumulative loss that was recognised in other comprehensive
income is reclassified to the income statement. The cumulative loss is measured as the difference between
the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any
impairment loss previously recognised as an expense. The impairment losses recognised as an expense on
equity securities are not reversed through the income statement.
(f) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position
when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the
asset and settle the liability simultaneously.

2.12 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for
at least 12 months after the statement of financial position date, in which case they are presented as non-current
liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings using the effective interest method.

2.13 Trade and other payables


Trade and other payable represent liabilities for goods and services provided to the Group prior to the end of
financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or
in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the
effective interest method.

60 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.14 Fair value estimation of financial assets and liabilities


The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter
securities and derivatives) are based on quoted market prices at the statement of financial position date. The quoted
market prices used for financial assets are the current bid prices; the appropriate quoted market prices for financial
liabilities are the current asking prices.
The fair values of financial instruments that are not traded in an active market are determined by using valuation
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions
existing at each statement of financial position date. Where appropriate, quoted market prices or dealer quotes
for similar instruments are used. Valuation techniques, such as discounted cash flows analyses, are also used to
determine the fair values of the financial instruments.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

2.15 Leases
(a) Operating leases when the Group is the lessee
Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified
as operating leases. Payments made under operating leases (net of any incentives received from the lessors)
are recognised in the income statement on a straight-line basis over the period of the lease.
(b) Operating leases when the Group is the lessor
Leases of investment properties where the Group retains substantially all risks and rewards incidental to
ownership are classified as operating leases. Rental income from operating leases (net of any incentives given
to the lessees) is recognised in the income statement on a straight-line basis over the lease term.
Contingent rents are recognised as income in the income statement when earned.

2.16 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis
and includes all costs in bringing the inventories to their present location and condition. Net realisable value is the
estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.

2.17 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
statement of financial position date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial 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
accounting nor taxable profit or loss at the time of the transaction.

Annual REport 2011 United Industrial Corporation Limited 61


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.17 Income taxes (continued)


A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary and
associated companies, 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 profit will be available
against which the deductible temporary differences and tax losses can be utilised.
Under FRS 12 - Income Taxes, where the recovery of the carrying amount of leasehold properties is through receipt
of rental income over the remaining useful lives of the properties (recovery through use), deferred income tax
liability is to be provided on the fair value gains of these properties at the tax rates which the underlying rental
income would be subject to. Deferred income tax liability is released to the income statement over the remaining
useful lives of the properties as the underlying rental income is earned and fair value gains reversed.
Under FRS 12, where the recovery of the carrying amount of leasehold properties is through disposal (recovery
through sale), deferred income tax liability on the fair value gains is to be computed based on the tax rates that
are applicable upon disposal of the properties. As there is currently no capital gains tax in Singapore, where the
fair value gains of the Groups Singapore investment properties are considered capital gains by the Singapore tax
authority, no deferred income tax liability would be provided on these fair value gains.
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 statement of financial position date; and
(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the statement
of financial position date, to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expense in the income statement, except to the
extent that the tax arises from a business combination or a transaction which is recognised directly in equity.
Deferred income tax arising from a business combination is adjusted against goodwill on acquisition.

62 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.18 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,
it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has
been reliably estimated.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation
using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks
specific to the obligation. The increase in the provision due to the passage of time is recognised as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in the income
statement when the changes arise.

2.19 Employee compensation


The Groups contributions are recognised as employee compensation expense when they are due.
(a) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions
into separate entities such as the Central Provident Fund. The Group has no further payment obligations once
the contributions have been paid.
(b) Share-based compensation
The Group operates an equity-settled, share-based compensation plan. The fair value of the employee services
received in exchange for the grant of options is recognised as an expense with a corresponding increase in
the share option reserve over the vesting period. The total amount to be recognised over the vesting period
is determined by reference to the fair value of the options granted on the date of the grant. Non-market
vesting conditions are included in the estimation of the number of shares under options that are expected
to become exercisable on the vesting date. At each statement of financial position date, the Group revises its
estimates of the number of shares under options that are expected to become exercisable on the vesting date
and recognises the impact of the revision of the estimates in the income statement, with a corresponding
adjustment to the share option reserve over the remaining vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the related balance
previously recognised in the share option reserve are credited to share capital account, when new ordinary
shares are issued.

Annual REport 2011 United Industrial Corporation Limited 63


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.20 Currency translation


(a) Functional and presentation currency
Items included in the financial 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 financial statements
are presented in Singapore Dollars, which is the functional currency of the Company.
(b) 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 dates of the transactions. Currency translation differences
resulting 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 statement of financial position date are recognised
in the income statement. However, in the consolidated financial statements, currency translation differences
arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net
investment hedges and net investment in foreign operations, are recognised in other comprehensive income
and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any borrowings forming part of the net investment of the foreign
operation are repaid, a proportionate share of accumulated translation differences is reclassified to income
statement, as part of the gain or loss on disposal.
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.
(c) Translation of Group entities financial statements
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) 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 statement of financial
position;
(ii) income and expenses are translated at average exchange rates (unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated using the exchange rates at the dates of the transactions); and
(iii) all resulting currency translation differences are recognised in other comprehensive income and
accumulated in the currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and
liabilities of the foreign operations and translated at the closing rates at the date of the statement of financial
position.

64 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

2. Significant accounting policies (continued)

2.21 Segment reporting


Operating segments are reported in a manner consistent with the internal reporting provided to the management
who are responsible for allocating resources and assessing performance of the operating segments.

2.22 Cash and cash equivalents


For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash
on hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and bank
overdrafts. Bank overdrafts are presented as current borrowings on the statement of financial position.

2.23 Share capital


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

2.24 Dividends to Companys shareholders


Dividends to Companys shareholders are recognised when the dividends are approved for payment.

3. Critical accounting estimates, assumptions and judgements

Estimates and judgements are made in the preparation of the financial statements. They affect the application of
the Groups accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made.
They are assessed on an on-going basis and are based on experience and relevant factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Group on its own or in reliance on third party experts, applies estimates and judgements in the following key
areas:
(i) the determination of investment property values by independent professional valuers (note 2.8). The carrying
amount of investment properties is disclosed in note 16;
(ii) the assessment of the stage of completion, extent of the construction costs incurred and the estimated total
construction costs of properties for sale under development (note 2.2(b)). The carrying amount of properties
for sale under development is disclosed in note 19; and
(iii) the assessment of adequacy of provision for income taxes (note 2.17). The carrying amounts of current income
tax and deferred income tax are disclosed in note 8 and 23 respectively.

Annual REport 2011 United Industrial Corporation Limited 65


For the financial year ended 31 December 2011

4. Revenue
The Group

2011 2010
$000 $000
(restated)
Gross rental income 287,532 297,360
Gross revenue from hotel operations 141,107 124,341
Sale of properties held for sale 287,413 700,466
Gross revenue from information technology operations 80,594 63,677
Car parking income and property management fees 8,858 8,458
805,504 1,194,302

5. COST OF SALEs

The Group
2011 2010
$000 $000
(restated)
Property operating expenses 69,422 68,492
Cost of sales from hotel operations 99,406 89,708
Cost of properties held for sale sold 211,190 510,208
Cost of sales from information technology operations 71,756 55,701
451,774 724,109

6. Investment income

The Group
2011 2010
$000 $000
Interest income from:
- Bank deposits 96 188
- Amounts due from associated companies 22 47
- Amount due from a joint venture 909 -
- Others 388 591
1,415 826

Dividend income from unquoted equity investments 1,665 822


3,080 1,648

66 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

7. Profit before income tax


The following items have been included in arriving at profit before income tax:

The Group
2011 2010
$000 $000
Charging/(Crediting):
Auditors remuneration paid/payable to:
- Auditors of the Company 668 594
- Other auditors * 108 111
Other fees paid/payable to auditors of the Company 207 205
Wages, salaries and other payroll-related costs 56,122 54,015
Employers contribution to defined contribution plans 5,933 5,274
Share option expense 569 205
Total employee compensation 62,624 59,494
Rental expense - operating leases 984 1,113
Loss on disposal of property, plant and equipment 116 725
Depreciation of property, plant and equipment 22,341 18,888
Foreign exchange loss/(gain) - net 143 (255)
Property tax 24,076 24,481
Utilities 20,466 19,000
Interest expense on loans 5,566 9,613
Cost of inventories recognised as an expense 82,905 65,323

* PricewaterhouseCoopers firms outside Singapore

8. Income taxes
(a) Income tax expense

The Group
2011 2010
$000 $000
(restated)

Tax expense/(credit) attributable to profit is made up of: 47,801 48,851


- Current income tax (note (b)) (6,267) 142,125
- Deferred income tax (note 23) 41,534 190,976

(Over)/Underprovision in preceding financial years


- Current income tax (note (b)) (4,794) (1,557)
- Deferred income tax (note 23) 474 4,676
(4,320) 3,119

37,214 194,095

Annual REport 2011 United Industrial Corporation Limited 67


For the financial year ended 31 December 2011

8. Income taxes (continued)


(a) Income tax expense (continued)
The tax expense on profit differs from the amount that would arise using the Singapore standard rate of income
tax as explained below:

The Group
2011 2010
$000 $000
(restated)
Profit before income tax 377,286 1,156,434
Less: Share of results of associated companies (42,207) (44,657)
Less: Share of results of a joint venture 500 -
335,579 1,111,777

Tax calculated at a statutory tax rate of 17% 57,048 189,002


Effects of:
- Different tax rates in other countries 9 (468)
- Singapore statutory tax exemption (409) (445)
- Change in tax base (17,400) -
- Expenses not deductible for tax purposes 3,301 5,794
- Income not subject to tax (1,311) (749)
- Utilisation of previously unrecognised deferred income tax assets - (2,825)
- Deferred income tax assets not recognised 296 762
- Others - (95)
Tax expense 41,534 190,976

(b) Movements in current income tax liabilities

The Group The Company


2011 2010 2011 2010
$000 $000 $000 $000

Beginning of financial year 83,729 49,518 673 724


Currency translation difference 603 (553) - -
Income tax (paid)/refunded (64,619) (43,735) 23 (63)
Tax expense on profit for the
current financial year (note (a)) 47,801 48,851 - 12
Overprovision in preceding
financial years (note (a)) (4,794) (1,557) - -
Transfer from deferred income
tax liabilities (note 23) 22,793 31,205 - -
End of financial year 85,513 83,729 696 673

68 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

8. Income taxes (continued)


(c) There is no tax charge relating to the components of other comprehensive income.
9. Net attributable profit
The net profit attributable to equity holders of the Company can be analysed as follows:

The Group
2011 2010
$000 $000
(restated)
Net profit before fair value gain on investment properties (note 10) 200,230 277,778
Fair value gain on investment properties held by
subsidiary and associated companies net of deferred
income tax and non-controlling interests included in:
- Fair value gain on investment properties 21,366 691,022
- Share of results of associated companies 11,362 6,351
- Deferred income tax 13,768 (115,063)
- Non-controlling interests (32,568) (116,323)
13,928 465,987
Net attributable profit 214,158 743,765

10. Earnings per share


Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by
the weighted average number of ordinary shares in issue during the financial year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on the conversion of all dilutive potential shares into
ordinary shares. The Companys dilutive potential ordinary shares are its share options.
The weighted average number of shares in issue is adjusted as if all share options that are dilutive were exercised.
The number of shares that could have been issued upon the exercise of all dilutive share options less the number
of shares that could have been issued at fair value (determined as the Companys average share price for the
financial year) for the same total proceeds is added to the denominator as the number of shares was issued for no
consideration. No adjustment is made to the net profit.

Annual REport 2011 United Industrial Corporation Limited 69


For the financial year ended 31 December 2011

10. Earnings per share (continued)

The Group
2011 2010
(restated)
Net profit attributable to equity holders of the Company ($000) 214,158 743,765

Weighted average number of ordinary shares in issue


for basic earnings per share (000) 1,377,732 1,377,481
Adjustment for share options (000) 422 289
Weighted average number of ordinary shares in issue
for diluted earnings per share (000) 1,378,154 1,377,770

Basic and diluted earnings per share (cents per share)


- excluding fair value gain on investment properties
held by subsidiary and associated companies (note 9) 14.5 cents 20.2 cents
- including fair value gain on investment properties
held by subsidiary and associated companies 15.5 cents 54.0 cents

11. Other receivables

The Group The Company


2011 2010 2011 2010
$000 $000 $000 $000
Amounts due from:
- associated companies (note (a)) 749 3,799 - 3,072
- a joint venture (note (b)) 72,152 - - -
- subsidiary companies (note (c)) - - 1,246,931 1,069,565
Less: Allowance for impairment in
value of receivables - - (15,559) (15,559)
- - 1,231,372 1,054,006
Others 480 506 135 161
73,381 4,305 1,231,507 1,057,239

(a) Amounts due from associated companies


The amounts due from associated companies for the Group are unsecured, not repayable within the next
12 months and are interest-bearing at floating rate except for an amount of $3,072,000 in 2010 which was
interest-free. In 2010, the amount due from an associated company for the Company was unsecured, not
repayable within the next 12 months and was interest-free. At the statement of financial position date, the
carrying amounts of amounts due from associated companies approximate their fair values.

70 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

11. Other receivables (continued)


(b) Amount due from a joint venture
The amount due from a joint venture for the Group is subordinated to the borrowings of the joint venture,
not repayable within the next 12 months and is interest-bearing at floating rate. At the statement of financial
position date, the carrying amount of amount due from a joint venture approximates its fair value .
(c) Amounts due from subsidiary companies
The amounts due from subsidiary companies are unsecured, not repayable within the next 12 months and
are interest-bearing except for amounts totalling $265,513,000 (2010: $278,794,000) which are interest-free.
At the statement of financial position date, the carrying amounts of amounts due from subsidiary companies
approximate their fair values. Interest is charged on amounts due from certain subsidiary companies and is
based on interest incurred by the Company in respect of bank loans obtained on behalf of these subsidiary
companies.

12. Available-for-sale financial assets

The Group
2011 2010
$000 $000
Unquoted equity investments 12,045 12,045

13. Investments in associated companies

The Group
2011 2010 2009
$000 $000 $000
(restated)

Unquoted equity investments, at cost 293,946 183,059 157,634


Share of post acquisition reserves 85,024 50,266 49,750
378,970 233,325 207,384

The restated summarised financial information of


associated company, not adjusted for the proportionate
ownership interest held by the Group, is as follows:
- Assets 1,829,999 1,357,005 1,376,878
- Liabilities 521,503 545,782 686,091
- Revenues 262,826 350,864 377,223
- Net profit 136,186 131,186 63,790

Details of associated companies are included in note 35.

Annual REport 2011 United Industrial Corporation Limited 71


For the financial year ended 31 December 2011

14. Investment in a joint venture

The Group
2011 2010
$000 $000

Unquoted equity investments, at cost 500 -


Share of post acquisition reserves (500) -
- -

The summarised financial information of the joint venture, based on the


proportionate ownership interest held by the Group, is as follows:
- Assets 174,623 -
- Liabilities 174,623 -
- Revenues - -
- Net loss 500 -

Details of the joint venture is included in note 35.

15. Investments in subsidiary companies

The Company
2011 2010
$000 $000

Unquoted equity investments, at cost 1,229,212 1,229,212


Less: Allowance for impairment in value of investments (1,693) (1,693)
1,227,519 1,227,519

Details of subsidiary companies are included in note 35.

72 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

16. Investment properties

The Group
2011 2010
$000 $000
Completed leasehold properties, at valuation:
Beginning of financial year 5,458,000 4,597,500
Reclassify to development property (268,000) -
Reclassify to properties held for sale (454,000) -
Redevelopment of an investment property 183,871 160,926
Upgrading 10,663 8,552
Fair value gain 21,366 691,022
End of financial year 4,951,900 5,458,000

Development property, at valuation:


Beginning of financial year - -
Reclassify from completed leasehold properties 268,000 -
End of financial year 268,000 -

5,219,900 5,458,000

Borrowing costs of $907,000 (2010: $370,000) for the redevelopment of an investment property were capitalised
during the financial year. A capitalisation rate of 0.9% to 1.1% (2010: 1.1% to 1.2%) per annum was used in 2011,
representing the borrowing costs of the loans used to finance the project.
(a) The Groups completed investment properties consist of the following:

Tenure Unexpired
Name of building/location Description of land term of lease

Stamford Court 4-storey office building with shops on a land area of 99-year lease 82 years
61 Stamford Road 2,072 square metres. The net area in this building is from 1994
Singapore 178892 5,990 square metres.

West Mall Retail and family entertainment complex on a land area 99-year lease 83 years
1 Bukit Batok Central Link of 9,890 square metres. The net area in this complex is from 1995
Singapore 658713 17,042 square metres.

Singapore Land Tower 47-storey office building on a land area of 5,064 square 999-year 814 years
50 Raffles Place metres. The net area in this building is 57,500 square lease from
Singapore 048623 metres. 1826

Clifford Centre 29-storey shopping cum office building on a land area 999-year 814 years
24 Raffles Place of 3,343 square metres. The net area in this building is lease from
Singapore 048621 25,470 square metres. 1826

The Gateway Two 37-storey office buildings on a land area of 22,381 99-year lease 70 years
150/152 Beach Road square metres. The net area in these buildings is 69,803 from 1982
Singapore 189720/1 square metres.

Annual REport 2011 United Industrial Corporation Limited 73


For the financial year ended 31 December 2011

16. Investment properties (continued)


(a) The Groups completed investment properties consist of the following (continued):

Tenure Unexpired
Name of building/location Description of land term of lease

SGX CENTRE 2 29-storey office building on a land area of 2,970 square 99-year lease 83 years
4 Shenton Way metres. The net area in this building (inclusive of 3,336 from 1995
Singapore 068807 square metres in SGX CENTRE 1) is 25,800 square metres.

ABACUS Plaza 8-storey office building on a land area of 2,614 square 99-year lease 84 years
3 Tampines Central 1 metres. The net area in this building is 8,397 square metres. from 1996
Singapore 529540

Tampines Plaza 8-storey office building on a land area of 2,613 square 99-year lease 84 years
5 Tampines Central 1 metres. The net area in this building is 8,397 square metres. from 1996
Singapore 529541

Marina Square Retail Mall 4-storey retail mall with a retail underpass. The net area in 99-year lease 68 years
6 Raffles Boulevard this building is 61,886 square metres. from 1980
Singapore 039594

Marina Bayfront 6-storey office building. The net area in this building is 99-year lease 68 years
2 Raffles Link 7,214 square metres. from 1980
Singapore 039392

Marina Square Retail Mall and Marina Bayfront are components of an integrated commercial complex known as
Marina Square.
(b) The Groups development property is as follows:

Tenure Unexpired
Location of site Description of land term of lease

5 Shenton Way A proposed development comprising commercial 99-year lease 99 years


Singapore 068808 space with a gross floor area of 30,933 square metres. from 2011
The development is expected to be completed in 2015.
This is part of a mixed development with the residential
component classified under properties held for sale.

Investment properties are carried at fair values at the statement of financial position date as determined by
independent professional valuers. Valuations are made based on the properties highest-and-best use using various
valuation methods such as Direct Market Comparison Method, Income Method and Residual Method.
Investment properties are leased to non-related parties under operating leases (note 28(c)).

74 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

17. Property, plant and equipment

Furniture,
Leasehold fittings and
land and Plant and office Motor Renovations Constrution
building machinery equipment vehicles in progress in progress Total

$000 $000 $000 $000 $000 $000 $000


The Group

2011
Cost
Beginning of financial year 393,563 41,585 109,826 1,374 156 - 546,504
Currency translation 2,082 1,794 2,977 33 - - 6,886
difference
Additions - - 1,730 253 2,647 - 4,630
Transfer in/(out) - 65 276 - (341) - -
Disposals - (1,621) (3,447) (429) - - (5,497)
End of financial year 395,645 41,823 111,362 1,231 2,462 - 552,523

Accumulated depreciation
Beginning of financial year 19,535 5,160 29,523 768 - - 54,986
Currency translation
difference 88 195 488 2 - - 773
Depreciation charge 6,102 2,242 13,877 120 - - 22,341
Disposals - (1,621) (3,310) (420) - - (5,351)
End of financial year 25,725 5,976 40,578 470 - - 72,749

Net book value


End of financial year 369,920 35,847 70,784 761 2,462 - 479,774

2010
Cost
Beginning of financial year 356,528 12,108 57,492 1,386 166 102,252 529,932
Currency translation (5) (177) (284) (38) - (5,471) (5,975)
difference
Additions 4,892 6,386 10,396 149 2,066 - 23,889
Transfer in/(out) 32,312 23,820 42,725 - (2,076) (96,781) -
Disposals (164) (552) (503) (123) - - (1,342)
End of financial year 393,563 41,585 109,826 1,374 156 - 546,504

Accumulated depreciation
Beginning of financial year 13,517 2,370 20,192 782 - - 36,861
Currency translation
difference (22) (47) (123) (9) - - (201)
Depreciation charge 6,045 2,837 9,908 98 - - 18,888
Disposals (5) - (454) (103) - - (562)
End of financial year 19,535 5,160 29,523 768 - - 54,986

Net book value


End of financial year 374,028 36,425 80,303 606 156 - 491,518

Annual REport 2011 United Industrial Corporation Limited 75


For the financial year ended 31 December 2011

17. Property, plant and equipment (continued)

Furniture, fittings
and office Motor
equipment vehicle Total
$000 $000 $000
The Company

2011
Cost
Beginning of financial year 696 208 904
Additions 493 237 730
Disposals (508) (208) (716)
End of financial year 681 237 918

Accumulated depreciation
Beginning of financial year 553 208 761
Depreciation charge 32 47 79
Disposals (451) (208) (659)
End of financial year 134 47 181

Net book value


End of financial year 547 190 737

2010
Cost
Beginning of financial year 692 208 900
Additions 11 - 11
Disposals (7) - (7)
End of financial year 696 208 904

Accumulated depreciation
Beginning of financial year 539 208 747
Depreciation charge 21 - 21
Disposals (7) - (7)
End of financial year 553 208 761

Net book value


End of financial year 143 - 143

76 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

18. Cash and cash equivalents

The Group The Company


2011 2010 2011 2010
$000 $000 $000 $000

Cash at bank and on hand 63,263 55,967 565 580


Short-term bank deposits 36,789 84,061 - -
100,052 140,028 565 580

Included in cash and cash equivalents of the Group, are amounts of $11,188,000 (2010: $46,768,000) maintained in
the Project Accounts. The funds in the Project Accounts can only be applied in accordance with Housing Developers
(Project Account) Rules (1997 Ed.).

19. Properties held for sale

The Group
2011 2010 2009
$000 $000 $000
(restated) (restated)
Properties held for sale accounted for using
the completion of construction method 139,337 108,942 283,969
Properties held for sale accounted for using
the percentage of completion method 739,595 382,639 608,529
878,932 491,581 892,498

Properties held for sale accounted for using percentage of completion method can be analysed as follows:

The Group
2011 2010 2009
$000 $000 $000
(restated) (restated)

Cost 974,134 603,836 1,025,033


Add: Development profits recognised on
percentage of completion method 83,849 179,801 252,430
Less: Progress billings (318,388) (400,998) (668,934)
739,595 382,639 608,529

Progress billings relating to properties held for sale sold but accounted for using the completion of construction
method has been classified as monies received in advance under current trade and other payables.

Annual REport 2011 United Industrial Corporation Limited 77


For the financial year ended 31 December 2011

19. Properties held for sale (continued)


Borrowing costs of $2,236,000 (2010: $6,081,000) were capitalised during the financial year. A capitalisation
rate of 0.8% to 7.2% (2010: 1.1% to 6.4%) per annum was used in 2011, representing the borrowing costs
of the loans used to finance the projects.

Percentage of completion Groups


at 31.12.2011/ Site area/Gross effective
Title Expected year of completion floor area (sqm) interest %
The Excellency Leasehold 88%/2012 7,566/77,000 78
(Chengdu)
The Trizon Freehold 80%/2012 18,153/38,122 78
Development site at Leasehold Nil/2017 */55,850 100
5 Shenton Way
* The residential component under this site, together with the commercial component (classified under investment properties) are situated
on a site area of 6,778 square metres.

20. Trade and other receivables

The Group The Company


2011 2010 2011 2010
$000 $000 $000 $000

Trade receivables 30,612 45,440 - -


Less: Allowance for impairment of
receivables (2,099) (1,733) - -
28,513 43,707 - -

Accrued receivables 24,081 107,510 - -


Deposits 750 16,975 496 169
Prepaid taxes 8,166 5,031 - -
Prepayments 12,167 - - -
Other receivables 22,802 9,245 909 19
96,479 182,468 1,405 188

Accrued receivables comprise of the balance of sales consideration to be billed upon receipt of Temporary
Occupation Permit for properties held for sale.
In 2010, included in deposits was an amount of $16,035,000 placed for a land tender. This amount was subsequently
converted to investment in an associated company during the year.

78 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

21. Trade and other payables

The Group The Company


2011 2010 2009 2011 2010
$000 $000 $000 $000 $000
(restated) (restated)
(a) Current
Monies received in advance 106,367 73,377 59,926 - -
Rental deposits 22,852 28,642 28,589 - -
Trade payables 75,886 83,583 105,586 420 212
Other payables 10,258 9,108 6,130 495 505
Accrued operating expenses 58,608 61,602 55,395 2,337 1,577
273,971 256,312 255,626 3,252 2,294
(b) Non-current
Rental deposits 52,788 48,621 50,927 - -
Amounts due to an associated
company 1,624 1,624 1,624 1,624 1,491
Amounts due to subsidiary
companies - - - 152,894 17,900
Amounts due to a
non-controlling shareholder
of a subsidiary company - - 55,344 - -
54,412 50,245 107,895 154,518 19,391

The amounts due to associated and subsidiary companies are unsecured, not repayable within the next 12 months
and are interest-free. At the statement of financial position date, the carrying amounts of non-current trade and
other payables approximate their fair values.

22. Borrowings

The Group The Company


Note 2011 2010 2011 2010
$000 $000 $000 $000
(a) Current
Short-term bank loans (unsecured) (i) 738,125 514,840 505,425 468,068
Term loan (secured) (ii) 2,080 134,835 - -
Revolving credit loans (unsecured) (iii) 4,000 - - -
744,205 649,675 505,425 468,068
(b) Non-current
Term loans (secured) (ii) 41,440 17,241 - -
Term loan (unsecured) (iv) - 40,000 - -
Revolving credit loans (unsecured) (iii) - 57,500 - -
41,440 114,741 - -

Total borrowings 785,645 764,416 505,425 468,068

Annual REport 2011 United Industrial Corporation Limited 79


For the financial year ended 31 December 2011

22. Borrowings (continued)


(i) The unsecured short-term loans are drawn under various uncommitted floating rate revolving credit
facilities.
(ii) In 2011, $30,000,000 of term loans is secured by way of an open debenture and legal mortgage over
certain property, plant and equipment of a subsidiary company with carrying amounts of $368,369,000.
The remaining $13,520,000 of term loans is secured by way of legal mortgage over certain property, plant
and equipment of a subsidiary company with carrying amounts of $109,350,000.
In 2010, the term loans were drawn under $285,000,000 land and construction loan facilities taken by
subsidiary companies and were secured by way of legal mortgages over certain property development
projects.
(iii) The revolving credit loans taken by subsidiary companies are obtained by way of a negative pledge over
all the assets of those subsidiary companies. In 2010, revolving credit loans were included as non-current
liabilities as the Group has the discretion to rollover the loans for at least 12 months after the statement of
financial position date. For the purposes of liquidity risk disclosure (note 30(c)), the revolving credit loans
have been classified as current as the disclosure is based on actual contractual drawdowns to be repaid
within a year.
(iv) The unsecured term loan taken by a subsidiary company was obtained by way of a negative pledge over
all the assets of that subsidiary company.
(c) Carrying amounts and fair values
The carrying amounts of non-current borrowings approximate their fair values. The fair values are based on
discounted cash flows using a discount rate of 1.0% to 7.2% (2010: 1.0% to 6.5%) based upon the prevailing
market rates.
The exposure of the borrowings of the Group and of the Company to interest rate changes and the contractual
repricing dates at the statement of financial position dates are as follows:

The Group The Company


2011 2010 2011 2010
$000 $000 $000 $000

6 months or less 755,645 744,916 505,425 468,068


6 - 12 months 30,000 19,500 - -
785,645 764,416 505,425 468,068

80 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

23. Deferred income taxes

The Group
2011 2010 2009
$000 $000 $000
(restated) (restated)

Deferred income tax liabilities:


- to be settled within 1 year 11,504 22,793 31,205
- to be settled after 1 year 541,424 558,598 434,596
552,928 581,391 465,801

The movement in the deferred income tax account is as follows:

The Group
2011 2010 2009
$000 $000 $000
(restated) (restated)

Beginning of financial year


- as previously reported 582,970 475,936 600,222
- effect of adopting INT FRS 115 (1,579) (10,135) (11,278)
Beginning of financial year, as restated 581,391 465,801 588,944
Currency translation difference 123 (6) (250)
Effect of change in Singapore tax rate - - (32,277)
(Credited)/Charged to income statement (note 8(a)) (6,267) 142,125 (85,644)
Under/(Over)provision in preceding financial years (note 8(a)) 474 4,676 (4,972)
Transfer to current income tax liabilities (note 8(b)) (22,793) (31,205) -
End of financial year 552,928 581,391 465,801

Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the
related tax benefits through future taxable profits is probable. The Group has unrecognised tax losses in certain
subsidiary companies of approximately $11,732,000 (2010: $11,732,000), which can be carried forward and used to
offset against future taxable income subject to meeting certain statutory requirements by those companies with
unrecognised tax losses in their respective countries of incorporation. These tax losses have no expiry dates.

Annual REport 2011 United Industrial Corporation Limited 81


For the financial year ended 31 December 2011

23. Deferred income taxes (continued)


The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax
jurisdiction) during the financial year are as follows:

Deferred Accelerated
development Fair value tax
profits gain depreciation Total

The Group $000 $000 $000 $000

Deferred income tax liabilities

2011
Beginning of financial year
- as previously reported 27,422 527,574 27,974 582,970
- effect of adopting INT FRS 115 (1,579) - - (1,579)
Beginning of financial year, as restated 25,843 527,574 27,974 581,391
Currency translation difference - - 123 123
Charged/(Credited) to income statement 8,454 (14,187) (534) (6,267)
Underprovision in preceding financial years - - 474 474
Transfer to current income tax liabilities (22,793) - - (22,793)
End of financial year 11,504 513,387 28,037 552,928

2010 (restated)
Beginning of financial year
- as previously reported 42,038 414,086 19,812 475,936
- effect of adopting INT FRS 115 (10,135) - - (10,135)
Beginning of financial year, as restated 31,903 414,086 19,812 465,801
Currency translation difference - - (6) (6)
Charged to income statement 25,145 114,643 2,337 142,125
(Over)/Underprovision in preceding financial years - (1,155) 5,831 4,676
Transfer to current income tax liabilities (31,205) - - (31,205)
End of financial year 25,843 527,574 27,974 581,391

2009 (restated)
Beginning of financial year
- as previously reported 20,527 553,724 25,971 600,222
- effect of adopting INT FRS 115 (11,278) - - (11,278)
Beginning of financial year, as restated 9,249 553,724 25,971 588,944
Currency translation difference (250) - - (250)
Effect of change in Singapore tax rate (731) (30,110) (1,436) (32,277)
Charged to income statement 23,635 (109,528) 249 (85,644)
Overprovision in preceding financial years - - (4,972) (4,972)
End of financial year 31,903 414,086 19,812 465,801

82 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

24. Share capital

The Group and the Company


2011 2010

No. of No. of
ordinary ordinary
shares Amount shares Amount
000 $000 000 $000

Beginning of financial year 1,377,481 1,400,927 1,377,481 1,400,927


Shares issued 334 455 - -
End of financial year 1,377,815 1,401,382 1,377,481 1,400,927

All issued shares are fully paid. There is no par value for these ordinary shares.
The UIC Share Option Scheme (ESOS) which was approved by the shareholders of the Company on 18 May 2001
had expired on 17 May 2011 and was continued with the shareholders approval at an annual general meeting held
on 27 April 2011, for a further period of 10 years from 18 May 2011 to 17 May 2021. Other than the extension, there
is no change in any other rules of the ESOS.
Under the terms of the ESOS, the total number of shares granted shall not exceed 5% of the issued shares of the
Company on the day immediately preceding the Offer Date of the Option. The exercise price is equal to the
average of the last done prices per share of the Companys ordinary shares on the Singapore Exchange Securities
Trading Limited (SGXST) for five market days immediately preceding the date of the offer.
On 1 March 2011 (Offer Date), options were granted pursuant to the ESOS to the executives of the Company and
its subsidiary companies to subscribe for 894,000 ordinary shares in the Company at the exercise price of $2.78 per
ordinary share.
Principal terms of the ESOS are set out below:
(i) only full time confirmed executives of the Company or any of its subsidiary companies (including executive
directors) are eligible for the grant of options;
(ii) the ESOS shall be in force at the discretion of the Remuneration Committee (RC) subject to a maximum
period of 10 years and may be continued with the approval of the shareholders;

Annual REport 2011 United Industrial Corporation Limited 83


For the financial year ended 31 December 2011

24. Share capital (continued)


Principal terms of the ESOS are set out below: (continued)
(iii) all options granted shall be exercisable, in whole or in part (only in respect of 1,000 shares or any multiple
thereof ), before the tenth anniversary of the Offer Date and in accordance with the following vesting schedule:

Percentage of shares over


Vesting Schedule which options are exercisable
On or after the second anniversary of the Offer Date 50%
On or after the third anniversary of the Offer Date 25%
On or after the fourth anniversary of the Offer Date 25%

The vesting and exercising of vested or unexercised options are governed by conditions set out in the ESOS;
and
(iv) participants in the ESOS, shall not, except with the prior approval of the RC in its absolute discretion, be entitled
to participate in any other share option schemes or share incentive schemes implemented by companies
within or outside the Group. The settlement of options are subject to conditions as set out in the ESOS.
Movement in the number of unissued ordinary shares under option and their exercise price are as follows:

Granted Cancelled Exercised


Beginning during during during End of Exercise
of financial financial financial financial financial price Date of
year year year year year per share expiry

The Group and


the Company

2011
2011 Options - 894,000 (70,000) - 824,000 $2.78 28.2.2021
2010 Options 656,000 - (72,000) - 584,000 $2.03 25.2.2020
2009 Options 648,000 - (36,000) (274,000) 338,000 $1.07 3.5.2019
2008 Options 900,000 - (96,000) - 804,000 $2.91 9.3.2018
2007 Options 2,046,000 - (204,000) (60,000) 1,782,000 $2.70 4.3.2017
4,250,000 894,000 (478,000) (334,000) 4,332,000

2010
2010 Options - 656,000 - - 656,000 $2.03 25.2.2020
2009 Options 760,000 - (112,000) - 648,000 $1.07 3.5.2019
2008 Options 1,068,000 - (168,000) - 900,000 $2.91 9.3.2018
2007 Options 2,382,000 - (336,000) - 2,046,000 $2.70 4.3.2017
4,210,000 656,000 (616,000) - 4,250,000

Out of the unexercised options for 4,332,000 (2010: 4,250,000) shares, options for 2,435,000 (2010: 1,984,500) shares
are exercisable at the statement of financial position date.

84 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

24. Share capital (continued)


The weighted average share price at the time of exercise was $2.83 (2010: Nil) per share.
The fair value of options granted on 1 March 2011 (2010: 26 February 2010), determined using the Binomial
Valuation Model, was $978,000 (2010: $489,000). The significant inputs into the model were share price of $2.80
(2010: $2.01) at the grant date, exercise price of $2.78 (2010: $2.03), expected dividend yield of 1.07% (2010: 1.49%),
standard deviation of expected share price returns of 31% (2010: 32%), the option life shown above and annual
risk-free interest rate of 2.6% (2010: 2.7%). The volatility measured as the standard deviation of expected share price
returns was based on statistical analysis of share prices over the last five years.

25. Dividends

The Group and the Company


2011 2010
$000 $000
Final tax-exempt (one-tier) dividend paid in respect of the previous financial
year of 3.0 cents per share (2010: 3.0 cents per share) 41,334 41,324

At the Annual General Meeting to be held on 27 April 2012, a final tax-exempt (one-tier) dividend of 3.0 cents per
share will be recommended. Based on the number of issued shares as at 31 December 2011, this will amount to
$41,334,000 which will be accounted for in shareholders equity as an appropriation of retained earnings in the
financial year ending 31 December 2012.

26. Retained earnings


(a) Retained earnings of the Group included accumulated fair value gains from the Groups investment properties
amounting to $679,036,000 (2010: $665,108,000).
(b) Reserves of the Company comprise of retained earnings of $393,277,000 (2010: $391,702,000) and share option
reserve of $3,183,000 (2010: $2,614,000), of which the movement in retained earnings for the Company is as
follows:

The Company
2011 2010
$000 $000

Beginning of financial year 391,702 389,850


Total comprehensive income - net profit 42,909 43,176
Dividends paid (note 25) (41,334) (41,324)
End of financial year 393,277 391,702

Annual REport 2011 United Industrial Corporation Limited 85


For the financial year ended 31 December 2011

27. Other reserves

The Group
2011 2010
$000 $000
(a) Foreign currency reserve

Beginning of financial year (690) 3,365


Net exchange differences on translation of
financial statements of foreign entities 10,104 (4,055)
End of financial year 9,414 (690)

(b) Share option reserve

Employee share option scheme


Beginning of financial year 2,614 2,409
Value of employee services 569 205
End of financial year 3,183 2,614

Total 12,597 1,924

28. Commitments
(a) Capital commitments

The Group
2011 2010
$000 $000
Capital expenditure contracted for but not recognised in
the financial statements in respect of:
- investment in an associated company - 109,351
- upgrading of investment properties 1,838 1,842
- property, plant and equipment 1,664 547
3,502 111,740

(b) Operating lease commitments - where the Group is a lessee


The Group leases certain space under non-cancellable operating lease agreements. The leases have varying
terms, escalation clauses and renewal rights.

86 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

28. Commitments (continued)


(b) Operating lease commitments - where the Group is a lessee (continued)
The future minimum lease payables under non-cancellable operating leases contracted for at the statement of
financial position date but not recognised as liabilities, are as follows:

The Group
2011 2010
$000 $000

Not later than 1 year 979 609


Between 1 and 5 years 1,407 890
2,386 1,499

(c) Operating lease commitments - where the Group is a lessor


The Group has entered into commercial property leases on its investment property portfolio, consisting of the
Groups office buildings and retail malls.
The future minimum lease receivables under non-cancellable operating leases contracted for at the statement
of financial position date but not recognised as receivables, are as follows:

The Group
2011 2010
$000 $000

Not later than 1 year 229,906 232,189


Between 1 and 5 years 254,822 254,944
Later than 5 years - 4,959
484,728 492,092

29. Contingent liabilities

The Group
2011 2010
$000 $000

Guarantees given to financial institutions in


connection with borrowings given to a joint venture 96,988 -

The directors are of the view that no material losses will arise from these contingent liabilities.

Annual REport 2011 United Industrial Corporation Limited 87


For the financial year ended 31 December 2011

30. Financial risk management


Financial risk factors
The Groups activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity
risk. The Groups overall risk management strategy seeks to minimise any adverse effects from the unpredictability
of financial markets on the Groups financial performance.
Risk management is carried out in accordance with established policies and guidelines approved by the Board of
Directors.
(a) Market risk
(i) Currency risk
The Group operates dominantly in Singapore, with some operations in the Peoples Republic of China.
Entities in the Group transact in currencies other than their respective functional currencies (foreign
currencies) such as United States Dollars.
Currency risk arises when transactions are denominated in foreign currencies. As the entities in the Group
transact substantially in their respective functional currencies, the currency exposure at the Group is
minimal.
In addition, the Group is exposed to currency risk on its monetary assets and liabilities denominated in
foreign currencies when they are translated at the statement of financial position date. As these assets and
liabilities are substantially denominated in their respective functional currencies, the currency exposure is
minimal.
The Companys exposure to currency risk is minimal as revenue and expenses and assets and liabilities are
substantially denominated in Singapore Dollars.
(ii) Cash flow and fair value interest rate risks
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a
financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant
interest-bearing assets, the Groups income and operating cash flows are substantially independent of
changes in market interest rates.
The Groups interest rate risks mainly arise from borrowings. Borrowings at variable rates expose the Group
to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest
rate risk. The Group monitors the interest rates on borrowings closely to ensure that the borrowings are
maintained at favourable rates.
If the interest rates increase/decrease by 25 basis points (2010: 25 basis points) with all other variables
remaining constant, the profit after tax for the Group will be lower/higher by $773,000 (2010: $1,169,000)
as a result of higher/lower interest expense on these borrowings.
The Company does not have any exposure to the interest rates as all its finance expenses are recharged to
the subsidiary companies.

88 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

30. Financial risk management (continued)


(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate
credit history, and obtaining sufficient security where appropriate to mitigate credit risk. For the property
investment segment, generally advance deposits of at least 3 months rental (or equivalent amount in bankers
guarantee) are obtained for all tenancies. For the property trading segment, progress billings from customers
are followed up, and appropriate action taken promptly in instances of non-payment or delay in payment. For
other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties.
Other than amounts due from subsidiary and associated companies, and joint venture, concentration of credit
risk relating to trade receivables is limited due to the Groups many varied customers.
As the Group and the Company does not hold any collateral, the maximum exposure to credit risk for each
class of financial instruments is the carrying amount of that class of financial instruments presented on the
statement of financial position.
The Groups maximum exposure to credit risk in respect of guarantees given to financial institutions in
connection with borrowings given to a joint venture is disclosed in note 29.
The Groups and the Companys major classes of financial assets are bank deposits, trade receivables and other
non-current receivables.
The Groups and the Companys other non-current receivables comprise amounts due from associated
companies and a joint venture and amounts due from subsidiary and associated companies respectively. These
receivables are assessed for their recoverability and any recognition/writeback of allowance for impairment are
made where necessary. Information regarding these receivables is disclosed in note 11.
The credit risk profile of the Groups trade receivables at the statement of financial position date is as follows:

The Group
2011 2010
$000 $000
By segment of business
Property investment 4,689 4,545
Property trading 29,854 131,406
Hotel operations 5,852 5,150
Technologies 12,199 10,116
52,594 151,217

(i) Financial assets that are neither past due nor impaired
Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-
ratings assigned by international credit-rating agencies. Trade receivables that are neither past due nor
impaired are substantially companies with a good collection track record with the Group.

Annual REport 2011 United Industrial Corporation Limited 89


For the financial year ended 31 December 2011

30. Financial risk management (continued)


(b) Credit risk (continued)
(ii) Financial assets that are past due and/or impaired
There is no other significant class of financial assets that is past due and/or impaired except for trade
receivables.
The age analysis of trade receivables past due but not impaired is as follows:

The Group
2011 2010
$000 $000

Past due 0 to 1 month 5,404 4,593


Past due 1 to 2 months 2,511 1,925
Past due 2 to 3 months 533 703
Past due over 3 months 1,345 722
9,793 7,943

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

The Group
2011 2010
$000 $000

Beginning of financial year 1,733 1,730


Allowance made 787 234
Allowance utilised (202) (213)
Allowance written-back (219) (18)
End of financial year 2,099 1,733

Trade receivables that are individually determined to be impaired at the statement of financial position
date relate to debtors that are in significant financial difficulties and have defaulted on payments despite
attempts to recover the debts owing through legal means where appropriate. These receivables are not
secured by any collateral or credit enhancements.

90 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

30. Financial risk management (continued)


(c) Liquidity risk
The table below analyses the Groups and the Companys financial liabilities into relevant maturity groupings
based on the remaining period from the statement of financial position date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying amounts as the impact of discounting is not significant.

Between Between
Less than 1 and 3 and Over
1 year 3 years 5 years 5 years

$000 $000 $000 $000


The Group

At 31 December 2011
Trade and other payables (167,604) (48,081) (4,707) (1,624)
Borrowings (744,997) (12,370) (30,695) -
Financial guarantees (96,988) - - -
(1,009,589) (60,451) (35,402) (1,624)

At 31 December 2010
Trade and other payables (182,935) (48,368) (253) (1,624)
Borrowings (719,763) (8,009) (10,360) (30,139)
(902,698) (56,377) (10,613) (31,763)
The Company

At 31 December 2011
Trade and other payables (3,252) (152,894) - (1,624)
Borrowings (505,659) - - -
(508,911) (152,894) - (1,624)

At 31 December 2010
Trade and other payables (2,294) (17,900) - (1,491)
Borrowings (468,331) - - -
(470,625) (17,900) - (1,491)

The Groups and the Companys policy on liquidity risk management is to maintain sufficient cash to enable
them to meet their normal operating commitments and the availability of funding through adequate amounts
of credit facilities with various banks. At the statement of financial position date, assets held by the Group and
the Company for managing liquidity risk included cash and short-term deposits as disclosed in note 18.

Annual REport 2011 United Industrial Corporation Limited 91


For the financial year ended 31 December 2011

30. Financial risk management (continued)


(d) Capital risk
The Groups main objective when managing capital is to safeguard the Groups ability to continue as a going
concern. The Group manages capital using various common measures applied by real estate companies which
may include adjusting the dividend payment, returning capital to shareholders or issuing new shares.
Management monitors the Groups capital using a ratio calculated as debt divided by net assets. Debt
comprises total borrowings and net assets are calculated as total assets less total liabilities.

The Group
2011 2010 2009
$000 $000 $000

Debt 785,645 764,416 1,075,840


Net assets (restated) 5,489,059 5,279,738 4,473,885

Debt/Net assets ratio 14% 14% 24%

The Group and the Company are in compliance, where applicable, with all externally imposed capital
requirements for the financial years ended 31 December 2010 and 2011.
(e) Financial instruments by category
The aggregate carrying amounts of loans and receivables and financial liabilities at amortised cost are as
follows:

The Group The Company


2011 2010 2011 2010
$000 $000 $000 $000

Loans and receivables 249,579 321,770 1,233,477 1,058,007


Financial liabilities at amortised
cost 1,007,661 997,596 663,195 489,753

92 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

31. Related party transactions


(a) In addition to the related party information shown elsewhere in the financial statements, the following
transactions took place between the Group and related parties during the financial year:

The Group
2011 2010
$000 $000

Transactions with a joint venture


Project management fees income received 200 -
Fees received for arrangement of bank loan 60 -
Transactions with an associated company
Project management fees income received 50 48
Transactions with a non-controlling shareholder of
a subsidiary company
Project management fees paid 35 40
Transactions with a firm in which a director has an interest
Professional fees paid 109 30

(b) Key management personnel compensation


Key managements remuneration included fees, salary, bonus and other emoluments (including benefits-in-
kind) computed based on the cost incurred by the Group and the Company, and where the Group or the
Company did not incur any costs, the value of the benefit is included. The total key managements remuneration
is as follows:

The Group
2011 2010
$000 $000
Directors of the Company
- Fees 660 771
- Salaries, bonus and other emoluments 1,158 1,094
- Employers contribution to defined contribution plan 9 8
- Share option expense 97 86
1,924 1,959

Annual REport 2011 United Industrial Corporation Limited 93


For the financial year ended 31 December 2011

32. Segment information


For management purposes, the Group is organised into business units based on their products and services, and
has four reportable operating segments as follows:
Property investment - leasing of commercial office property, property management, investment holding, and
investment in retail centres.
Property trading - development of properties for trading.
Hotel operations - operation of hotels.
Technologies - distribution of computers and related products; provision of systems integration and networking
infrastructure services.
Except as indicated above, no operating segments have been aggregated to form the above reportable operating
segments.
Property investment Property trading Hotel operations Technologies The Group
2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
(restated) (restated)
Revenue
- external sales 296,390 305,818 287,413 700,466 141,107 124,341 80,594 63,677 805,504 1,194,302

Segment result 230,892 231,751 59,676 177,928 28,271 21,052 2,761 2,388 321,600 433,119
Unallocated costs (4,901) (4,399)
Interest income 1,415 826
Dividend income 1,665 822
Finance expenses (5,566) (9,613)
Share of results
of associated
companies 17,559 11,894 1,374 15,484 23,274 17,279 - - 42,207 44,657
Share of results of
a joint venture - - (500) - - - - - (500) -
355,920 465,412
Fair value gain on
investment
properties 21,366 691,022 - - - - - - 21,366 691,022
Profit before
income tax 377,286 1,156,434

Segment assets 5,727,210 5,524,069 601,108 734,219 512,968 507,421 21,272 16,797 6,862,558 6,782,506
Investments in
associated
companies 119,197 101,638 143,866 28,067 115,907 103,620 - - 378,970 233,325
Consolidated total
assets 7,241,528 7,015,831

Other segment
items
Capital expenditure 194,516 174,157 7 10 3,104 18,738 630 92 198,257 192,997
Depreciation 306 1,637 11 277 21,882 16,876 142 98 22,341 18,888

94 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

32. Segment information (continued)


Geographical information
Singapore is the home country of the Company which is also an operating company. The areas of operation are
holding of investment properties for leasing, property development and trading, investment holding, property
management, and investment in hotels and retail centres.
Revenue is based on the country in which the sale is originated. Non-current assets are shown by the geographical
area in which the assets are located.

Revenue Non-current assets


2011 2010 2011 2010
$000 $000 $000 $000
(restated)
Singapore 784,543 1,158,349 5,826,722 6,048,839
China 20,961 35,953 251,922 134,004
805,504 1,194,302 6,078,644 6,182,843

33. New or revised accounting standards and interpretations


Certain new standards, amendments and interpretations to existing standards have been published and are
mandatory for the Groups accounting periods beginning on or after 1 January 2012 or later periods which the
Group has not early adopted. The Group does not expect that the adoption of these accounting standards or
interpretations will have a material impact on the Groups financial statements for the financial year ending 31
December 2012, except for the amendments to FRS12 Deferred Tax: Recovery of Underlying Assets (effective for
annual periods beginning 1 January 2012).
FRS 12 currently requires an entity to measure the deferred income tax relating to an asset depending on whether
the entity expects to recover the carrying amount of the asset through use or sale. The amendments to FRS 12
introduce an exception to the existing principle for the measurement of deferred income tax assets or liabilities
on investment properties measured at fair value, where it is presumed that the carrying amount of an investment
property is recovered entirely through sale unless this presumption is rebutted. The Group estimates that, due to
this change, which will be applied on 1 January 2012, the deferred income tax liabilities would have been decreased
by $487,700,000 in 2011. Consequently, the reserves attributable to the equity holders of the Company would
increase by $368,300,000.

34. Authorisation of financial statements


These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of
United Industrial Corporation Limited on 17 February 2012.

Annual REport 2011 United Industrial Corporation Limited 95


For the financial year ended 31 December 2011

35. Listing of subsidiary and associated companies, and joint venture in the Group
Country of
incorporation/ The Groups
Principal activities business equity holding
2011 2010
% %
Subsidiary companies

UIC Development (Private) Limited Investment holding Singapore 100 100

UIC Enterprise Pte Ltd Investment holding Singapore 100 100

UIC Investment Pte Ltd Property trading Singapore 100 100

UIC Investments (Properties) Pte Ltd Property investment Singapore 100 100

UIC Supplies Pte Ltd Property trading Singapore 100 100

UIC Land Pte Ltd Property investment Singapore 100 100

UIC Management Services Pte. Ltd. Property management agents Singapore 100 100

Active Building & Civil


Construction (1985) Pte Ltd Investment holding Singapore 100 50

Networld Realty Pte Ltd Investment holding Singapore 100 100

UIC China Realty Pte. Ltd. Investment holding Singapore 100 100

Alprop Pte Ltd Property investment Singapore 89 88

Singapore Land Limited Investment holding Singapore 78 76

Gateway Land Limited Property investment Singapore 78 76

Ideal Homes Pte. Limited Property trading Singapore 78 76

Realty Management Services (Pte) Ltd. Property management agents Singapore 78 76

RMA-Land Development Private Ltd Property investment Singapore 78 76

Shing Kwan Realty (Pte.) Limited Property investment Singapore 78 76


and investment holding

Singland (Chengdu) Development Property trading Peoples 78 76


Co. Ltd. # Republic
of China

S.L. Development Pte. Limited Property investment Singapore 78 76


and investment holding

96 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

35. Listing of subsidiary and associated companies, and joint venture in the Group
(continued)
Country of
incorporation/ The Groups
Principal activities business equity holding
2011 2010
% %
Subsidiary companies

S L Prime Properties Pte Ltd Property investment Singapore 78 76

S L Prime Realty Pte Ltd Property investment Singapore 78 76

S.L. Properties Limited Property investment Singapore 78 76


and investment holding

Pothonier Singapore Pte Ltd Investment holding Singapore 78 76

Shenton Holdings Private Limited Investment holding Singapore 78 76

Singland China Holdings Pte. Ltd. Investment holding Singapore 78 76

S.L. Home Loans Pte. Ltd. Investment holding Singapore 78 76

S.L. Management Services Pte Limited Investment holding Singapore 78 76

Brendale Pte. Ltd. Property trading Singapore 62 62

UIC Asian Computer Services Pte Ltd Retailing of computer Singapore 60 60


hardware and software

UIC Investments (Equities) Pte Ltd Investment holding Singapore 60 60

UIC Technologies Pte Ltd Investment holding Singapore 60 60

UIC JinTravel (Tianjin) Co., Ltd # Property investment Peoples 51 51


and trading Republic
of China

Marina Centre Holdings Property development Singapore 42 41


Private Limited + and investment

Marina Food Court Pte Ltd + Food court operator Singapore 42 41

Marina Management Services Property management agents Singapore 42 41


Pte Ltd +

Hotel Marina City Private Limited+ Hotelier Singapore 42 41

Annual REport 2011 United Industrial Corporation Limited 97


For the financial year ended 31 December 2011

35. Listing of subsidiary and associated companies, and joint venture in the Group
(continued)
Country of
incorporation/ The Groups
Principal activities business equity holding
2011 2010
% %
Associated companies

United Regency Pte Ltd Property trading Singapore 40 40

Avenue Park Development Pte. Ltd. ## Property trading Singapore 38 37

Tianjin Yan Yuan International Hotel * Hotel investment Peoples Republic 36 36


of China

Shanghai Jin Peng Realty Co Ltd * Property trading Peoples Republic 24 23


of China

Aquamarina Hotel Private Limited Hotelier Singapore 21 20

Marina Bay Hotel Private Limited Hotelier Singapore 21 20

Novena Square Development Ltd ++ Property investment Singapore 16 15

Novena Square Investments Ltd ++ Property investment Singapore 16 15

Joint venture

United Venture Development Property trading Singapore 39 38


(Bedok) Pte. Ltd. (formerly known as
United Venture Development Pte.
Ltd.)

Inactive companies
Subsidiary companies

Netpearl Sdn Bhd # Malaysia 100 100

Networld Pte Ltd Singapore 100 100

UIC China Resources Pte. Ltd. Singapore 100 100

UIC Commodities Pte Ltd Singapore 100 100

UIC Printedcircuits Pte Ltd Singapore 100 100

UIC Indochina Pte Ltd Singapore 100 100

98 Annual REport 2011 United Industrial Corporation Limited


For the financial year ended 31 December 2011

35. Listing of subsidiary and associated companies, and joint venture in the Group
(continued)
Country of
incorporation/ The Groups
business equity holding
2011 2010
% %
Inactive companies
Subsidiary companies

Union Commodities Pte Ltd Singapore 100 100

Interpex Services Private Limited Singapore 78 76

Asian Computer Services Pte Ltd Singapore 60 60

Grocorp Assets Sdn Bhd # Malaysia 51 51

S L Realty Management Service (HK) Limited ^^ Singapore - 76

Associated companies

CITIC-UIC Investment Pte Ltd Singapore 50 50

UVD Pte. Ltd. (formerly known as United Venture Investments Singapore 39 38


Pte. Ltd.)

Kogan Investments Limited ^ British Virgin Islands 39 38

Marina Laundry Private Limited Singapore 29 28

Notes
+ Effective interest is less than 50% as the subsidiary company is indirectly held by another subsidiary company.
++ Effective interest is less than 20% as the associated company is directly held by another subsidiary company.
All the subsidiary and associated companies, and joint venture are audited by PricewaterhouseCoopers LLP, Singapore except
for the following:
# Audited by PricewaterhouseCoopers firms outside Singapore.
## Audited by Ernst & Young LLP, Singapore.
* Audited by other auditors. This foreign incorporated company is not considered a significant associated company under
the SGX-ST Listing Manual.
^ Not required to be audited by the law of the country of incorporation.
^^ Not applicable as company was deregistered during the year.

Annual REport 2011 United Industrial Corporation Limited 99


2007 2011

GROUP PROFIT AND LOSS ACCOUNTS - Year ended 31 December

($000) 2007 2008 2009 2010 2011


(restated) (restated) (restated) (restated)
Revenue 431,673 746,817 1,032,084 1,194,302 805,504

Profit/(Loss) before income tax 1,898,871 (97,374) (252,305) 1,156,434 377,286


Income tax (expense)/credit (301,460) 12,306 76,228 (194,095) (37,214)
Net profit/(loss) 1,597,411 (85,068) (176,077) 962,339 340,072

Attributable to:
Equity holders of the Company
- Net profit from operations 104,737 149,248 252,064 277,778 200,230
- Net fair value gain/(loss) on investment
properties 1,051,243 (262,133) (383,594) 465,987 13,928
1,155,980 (112,885) (131,530) 743,765 214,158
Non-controlling interests 441,431 27,817 (44,547) 218,574 125,914
1,597,411 (85,068) (176,077) 962,339 340,072

Dividends proposed (net) 41,324 41,324 41,324 41,324 41,334

GROUP Statements of financial postion - As at 31 December

($000) 2007 2008 2009 2010 2011


(restated) (restated) (restated) (restated)
Investment properties 5,476,361 5,248,437 4,597,500 5,458,000 5,219,900
Property, plant and equipment 401,863 397,531 493,071 491,518 479,774
Other non-current assets 248,941 241,253 235,458 249,675 464,396
Current assets 1,160,169 1,218,843 1,102,536 816,638 1,077,458
Total assets 7,287,334 7,106,064 6,428,565 7,015,831 7,241,528
Current liabilities (1,072,340) (1,192,189) (962,689) (989,716) (1,103,689)
Non-current liabilities (1,302,358) (1,152,262) (991,991) (746,377) (648,780)
Net assets employed 4,912,636 4,761,613 4,473,885 5,279,738 5,489,059

Share capital 1,400,927 1,400,927 1,400,927 1,400,927 1,401,382


Reserves 1,907,885 1,758,420 1,610,027 2,326,955 2,538,503
3,308,812 3,159,347 3,010,954 3,727,882 3,939,885
Non-controlling interests 1,603,824 1,602,266 1,462,931 1,551,856 1,549,174
Total equity 4,912,636 4,761,613 4,473,885 5,279,738 5,489,059

100 Annual REport 2011 United Industrial Corporation Limited


2007 2011

OTHER DATA - Year ended 31 December

($000) 2007 2008 2009 2010 2011


(restated) (restated) (restated) (restated)
Profit/(Loss) before income tax - % of revenue 440 (13) (24) 97 47

Profit/(Loss) attributable to equity holders of the


Company
- % of revenue 268 (15) (13) 62 27
- % of share capital and reserves 35 (4) (4) 20 5

Earnings/(Loss) per share (cents)


- excluding fair value gain/loss on investment 7.6 10.8 18.3 20.2 14.5
properties
- including fair value gain/loss on investment 83.9 (8.2) (9.5) 54.0 15.5
properties

Dividends proposed
- per share (cents) 3.00 3.00 3.00 3.00 3.00
- cover (times) 28.0 n.a. n.a. 18.0 5.2

Net asset value per share ($) 2.40 2.29 2.19 2.71 2.86
n.a. - Not applicable

Certain prior years figures have been restated following the clarification note by the Accounting Standards Council on Interpretation of Singapore
Financial Reporting Standard 115 Agreements for the Construction of Real Estate with an Accompanying Note.

Annual REport 2011 United Industrial Corporation Limited 101


As at 1 March 2012

Number of Issued Shares : 1,377,987,220 ordinary shares


Voting Rights : One vote per share

Distribution of Shareholdings as at 1 March 2012

Size of Shareholdings No. of Shareholders % No. of Shares %


1 - 999 991 8.74 372,516 0.03
1,000 - 10,000 7,994 70.53 33,731,964 2.45
10,001 - 1,000,000 2,332 20.57 88,468,498 6.42
1,000,001 and above 18 0.16 1,255,414,242 91.10
Total 11,335 100.00 1,377,987,220 100.00

List of 20 Largest Shareholders as at 1 March 2012

No. Name No. of Shares %


1 UOB KAY HIAN PTE LTD 591,232,376 42.91
2 OVERSEA CHINESE BANK NOMS PTE LTD 290,077,243 21.05
3 DBS VICKERS SECS (S) PTE LTD 150,653,350 10.93
4 UNITED OVERSEAS BANK NOMINEES 95,280,347 6.91
5 UOB NOMINEES (2006) PTE LTD 45,707,377 3.32
6 DBS NOMINEES PTE LTD 31,119,466 2.26
7 CITIBANK NOMS S'PORE PTE LTD 22,199,122 1.61
8 CIMB SEC (S'PORE) PTE LTD 5,241,375 0.38
9 OCBC NOMINEES SINGAPORE 3,601,670 0.26
10 HSBC (SINGAPORE) NOMS PTE LTD 3,206,217 0.23
11 DBSN SERVICES PTE LTD 3,093,450 0.22
12 SHANWOOD DEVELOPMENT PTE LTD 3,000,000 0.22
13 KWEE SIU MIN @ SUDJASMIN KUSMIN OR DIANAWATI TJENDERA 2,790,000 0.20
14 MERRILL LYNCH (S'PORE) PTE LTD 2,514,497 0.18
15 CHING MUN FONG 1,954,000 0.14
16 KI INVESTMENTS (HK) LIMITED 1,446,000 0.10
17 PRIMA INVESTMENT HOLDINGS (SINGAPORE) PTE LTD 1,215,000 0.09
18 MAYBANK KIM ENG SECS PTE LTD 1,082,752 0.08
19 OCBC SECURITIES PRIVATE LTD 912,382 0.07
20 ESPOIR INVESTMENTS PTE LTD 899,000 0.07
TOTAL 1,257,225,624 91.23

102 Annual REport 2011 United Industrial Corporation Limited


As at 1 March 2012

Substantial Shareholders Shareholdings as at 1 March 2012

Shareholdings in which the


Shareholdings registered substantial shareholders
in the name of substantial are deemed to have an
shareholders or nominees interest
Name No. of Shares No. of Shares %
1) UOL Equity Investments Pte Ltd 558,499,565 (1) nil 40.53
2) UOL Group Limited 32,318,000 (2) 558,499,565 (2) 42.88
3) Dr Wee Cho Yaw 1,857,000 658,375,565 (3) 47.91
4) Telegraph Developments Ltd 497,195,000 (4) nil 36.08

Notes:
(1) UOL Group Limited and Dr Wee Cho Yaw have deemed interests in the UIC shares of UOL Equity Investments Pte Ltd.
(2) Dr Wee Cho Yaw is deemed to have an interest in the UIC shares held by UOL Group Limited.
(3) Dr Wee Cho Yaws deemed interest in the 658,375,565 UIC shares is derived as follows:

United Overseas Bank Nominees (Pte) Ltd 61,343,000


- beneficiary: Straits Maritime Leasing Private Limited

United Overseas Bank Nominees (Pte) Ltd 6,215,000


- beneficiary: Haw Par Capital Pte Ltd

UOB Kay Hian Private Limited 32,318,000


- beneficiary: UOL Group Limited

UOB Kay Hian Private Limited 558,499,565


- beneficiary: UOL Equity Investments Pte Ltd
(4) By virtue of Section 7 of the Companies Act, Cap. 50, JG Summit Philippines Limited, JG Summit Holdings, Inc. and Dr John Gokongwei, Jr. are deemed to
have an interest in the 497,195,000 UIC shares held by Telegraph Developments Ltd (Telegraph) as follows:
i) JG Summit Philippines Limited is the holding company of Telegraph;
ii) JG Summit Holdings, Inc. is the holding company of JG Summit Philippines Limited; and
iii) Dr. John Gokongwei, Jr. has an interest of more than 20% of the voting shares in JG Summit Holdings, Inc.

RULE 723 OF THE SGX-ST LISTING MANUAL


Based on the information available to the Company as at 1 March 2012, approximately 15.98% of the issued ordinary
shares of the Company is held by the public and therefore the Company has complied with the Exchanges requirement
that at least 10% of equity securities (excluding preference shares and convertible equity securities) in a class that is listed
is at all times held by the public.

Annual REport 2011 United Industrial Corporation Limited 103


united industrial corporation limited (Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

Notice is hereby given that the 50th Annual General Meeting of United Industrial Corporation Limited will be held at
80 Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624, on Friday, 27 April 2012 at 3.00 p.m. to transact the following
business:

1. To receive and adopt the Directors Report and Audited Financial Statements for the financial year ended 31 December
2011 and the Auditors Report thereon.
2. To declare a first and final dividend of 3.0 cents per share tax-exempt (one-tier) for the financial year ended 31
December 2011. (2010: 3.0 cents)
3. To approve Directors fees of $328,750 for the financial year ended 31 December 2011. (2010: $391,750)
4. To re-elect the following Directors, who will retire by rotation pursuant to Article 104 of the Articles of Association of
the Company and who, being eligible, offer themselves for re-election:
(a) Mr Lim Hock San
(b) Mr Lance Y. Gokongwei
(c) Mr Alvin Yeo Khirn Hai (See Explanatory Note 1)
5. To re-appoint the following Directors, each of whom will retire and seek re-appointment under Section 153(6) of the
Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General
Meeting:
(a) Dr Wee Cho Yaw
(b) Dr John Gokongwei, Jr.
(c) Mr Hwang Soo Jin (See Explanatory Note 2)
(d) Mr Antonio L. Go
(e) Mr James L. Go (See Explanatory Note 3)
(f ) Mr Gwee Lian Kheng
6. To re-appoint Messrs PricewaterhouseCoopers LLP as Auditors of the Company to hold office until the next Annual
General Meeting of the Company and to authorise the Directors to fix their remuneration. (See Explanatory Note 4)

To consider and, if thought fit, to pass, with or without modifications, the following resolutions as Ordinary Resolutions:
7. That Mr Yang Soo Suan, who is over seventy years of age be and is hereby appointed as a Non-Executive Independent
Director of the Company pursuant to Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this
Annual General Meeting until the next Annual General Meeting. (See Explanatory Note 5)

104 Annual REport 2011 United Industrial Corporation Limited


united industrial corporation limited (Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

8A. That pursuant to Section 161 of the Companies Act, Cap 50, and subject to the listing rules, guidelines and directions
(Listing Requirements) of the Singapore Exchange Securities Trading Limited (SGX-ST), the Directors of the
Company be and are hereby authorised to issue:
(i) shares in the capital of the Company (Shares);
(ii) convertible securities
(iii) additional convertible securities issued pursuant to adjustments; or
(iv) Shares arising from the conversion of the securities in (ii) and (iii) above,
(whether by way of rights, bonus, or otherwise or pursuant to any offer, agreement or option made or granted by the
Directors during the continuance of this authority which would or might require Shares or convertible securities to be
issued during the continuance of this authority or thereafter) at any time, to such persons, upon such terms and
conditions and for such purposes as the Directors may, in their absolute discretion, deem fit (notwithstanding that the
authority conferred by this Ordinary Resolution may have ceased to be in force), provided that:
a. the aggregate number of Shares and convertible securities to be issued pursuant to this Ordinary Resolution
(including Shares to be issued in pursuance of convertible securities made or granted pursuant to this Ordinary
Resolution) does not exceed 50% of the total number of issued Shares (excluding treasury shares) provided that
the aggregate number of Shares to be issued other than on a pro rata basis to Shareholders of the Company
(including Shares to be issued in pursuance of instruments made or granted pursuant to this Ordinary Resolution)
does not exceed 20% of the total number of issued Shares;
b. (subject to such other manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining
the aggregate number of Shares that may be issued under (a) above, the percentage of issued Shares shall be
based on the total number of issued Shares (excluding treasury shares) at the time of the passing of this Ordinary
Resolution, after adjusting for:
(1) any new Shares arising from the conversion or exercise of convertible securities;
(2) (where applicable) any new Shares arising from exercising share options or vesting of share awards outstanding
or subsisting at the time this Ordinary Resolution is passed, provided the options or awards were granted in
compliance with the Listing Requirements; and
(3) any subsequent bonus issue, consolidation or subdivision of Shares;
c. in exercising the authority conferred by this Ordinary Resolution, the Company complies with the Listing
Requirements (unless such compliance has been waived by the SGX-ST) and the existing Articles of Association
of the Company; and

Annual REport 2011 United Industrial Corporation Limited 105


united industrial corporation limited (Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

d. such authority shall, unless revoked or varied by the Company at a general meeting, continue to be in force
until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the earlier. (See Explanatory Note 6)
8B. That the Directors be and are hereby authorised to:
a. offer and grant options to any full-time confirmed employee (including any Executive Director) of the Company
and its subsidiaries who are eligible to participate in the United Industrial Corporation Limited Share Option
Scheme (the Scheme); and
b. pursuant to Section 161 of the Companies Act, Cap. 50, to allot and issue from time to time such number of
Shares in the Company as may be required to be issued pursuant to the exercise of options under the Scheme,
provided that the aggregate number of Shares to be issued pursuant to this Ordinary Resolution shall not exceed
5% of the total issued Shares in the capital of the Company (excluding treasury shares) from time to time. (See
Explanatory Note 7)
9. To transact any other ordinary business as may be transacted at an Annual General Meeting of the Company.

By Order of the Board


Susie Koh
Company Secretary
Singapore, 28 March 2012

NOTE:
A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend
and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies
must be deposited at the Registered Office of the Company at 24 Raffles Place #22-01/06, Clifford Centre, Singapore
048621 not less than 48 hours before the time appointed for holding the annual general meeting.

106 Annual REport 2011 United Industrial Corporation Limited


united industrial corporation limited (Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

Explanatory Notes:
1. Mr Alvin Yeo Khirn Hai, if re-appointed, will remain as an Audit Committee Chairman and will be considered as an Independent
Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.
2. Mr Hwang Soo Jin, if re-appointed, will remain as an Audit Committee Member and will be considered as an Independent
Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.
3. Mr James L. Go, if re-appointed, will remain as an Audit Committee Member and will be considered as a non Independent
Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.
4. The Audit Committee undertook a review of the fees and expenses of the audit and non-audit services provided by the external
auditor, Messrs PricewaterhouseCoopers LLP. It assessed whether the nature and extent of the non-audit services might prejudice
the independence and objectivity of the auditor before confirming its re-nomination. It was satisfied that such services did not
affect the independence of the external auditor.
5. Mr Yang Soo Suan is an Architect by training and has more than 48 years of professional practice experience.
He is a Director of United Overseas Insurance Limited and United International Securities Limited. He is a Life Fellow of the
Singapore Institute of Architects, a Fellow member of the Singapore Society of Project Managers, and a member of the Singapore
Institute of Directors. He is the former Chairman of Architects 61 Pte Ltd and National Fire Prevention Council. He is also a former
Board member of the Housing and Development Board and the Board of Architects, a former President of the Singapore Institute
of Architects and currently a member of the Appeals Board (Land Acquisition).
Mr Yang Soo Suan holds a Bachelor of Architecture (Honours) in Design, Town Planning and Building (1961) from Melbourne
University, Australia and was awarded the Bintang Bakti Masyarakat (Public Service Star, Singapore) in 1996.
If Mr Yang Soo Suan is appointed, he would be a Non-Executive Independent Director, and would simultaneously be appointed
by the Board to be a Member of its Nominating and Audit Committees.
6. The Ordinary Resolution 8A proposed above, if passed, will empower the Directors of the Company, from the date of the above
Meeting until the next Annual General Meeting, to issue shares in the capital of the Company and to make or grant convertible
securities, and to issue shares in pursuance of such convertible securities, without seeking any further approval from Shareholders
in general meeting, up to a number not exceeding in total 50% of the total number of issued shares (excluding treasury shares)
in the capital of the Company, provided that the total number of issued shares (excluding treasury shares) which may be issued
other than on a pro rata basis to Shareholders does not exceed 20%.
7. The Ordinary Resolution 8B proposed above, if passed, will empower the Directors of the Company, from the date of the above
Meeting until the next Annual General Meeting, to offer and grant options under the Scheme, and to allot and issue shares
pursuant to the exercise of such options provided that the aggregate number of shares to be issued pursuant to this Ordinary
Resolution 8B does not exceed 5% of the total number of issued shares in the capital of the Company on the date immediately
preceding the relevant date(s) on which the offer(s) to grant such options is/are made.

Annual REport 2011 United Industrial Corporation Limited 107


united industrial corporation limited (Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

Notice of Books Closure Date and Payment Date for First and Final Dividend

NOTICE IS ALSO HEREBY GIVEN that subject to shareholders approval being obtained for the proposed first and final
dividend (one-tier tax exempt) of 3.0 cents per share for the financial year ended 31 December 2011, the Share Transfer
Books and the Register of Members of the Company will be closed from 15 May 2012 to 16 May 2012, both dates inclusive,
for the preparation of dividend warrants. Duly completed transfers received by the Companys Share Registrar, Messrs
KCK CorpServe Pte Ltd at 333 North Bridge Road #08-00 KH KEA Building, Singapore 188721 up to 5.00 p.m. on 14 May
2012 will be registered to determine shareholders entitlement to the proposed dividend. Shareholders whose securities
accounts with The Central Depository (Pte) Limited are credited with ordinary shares in the capital of the Company as at
5.00 p.m. on 14 May 2012 will be entitled to the proposed dividends. The proposed dividends, if approved, will be paid
on 25 May 2012.
UNITED INDUSTRIAL CORPORATION LIMITED IMPORTANT
Company Registration No. 196300181E 1. For investors who have used their CPF monies to buy shares in United
Industrial Corporation Limited, this Report is forwarded to them at
Incorporated in the Republic of Singapore the request of their CPF Approved Nominees and is sent solely FOR
INFORMATION ONLY.
PROXY FORM 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective
ANNUAL GENERAL MEETING for all intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the Annual General Meeting as
OBSERVERS must submit their requests through their CPF Approved
Nominees within the time frame specified. (CPF Approved Nominee:
Please see Note 8 on the reverse side).
4. CPF investors who wish to vote must submit their voting instructions to
the CPF Approved Nominees within the time frame specified to enable
them to vote on their behalf

I/We__________________________________________________________________________________________________________ (Name)
of __________________________________________________________________________________________________________ (Address)
being a member/member (s) of United Industrial Corporation Limited (the Company), hereby appoint:-
Name Address NRIC/Passport No. Proportion ofShareholdings (%)

and/or (delete as appropriate)

Name Address NRIC/Passport No. Proportion ofShareholdings (%)

or failing him/her/them, the Chairman of the Meeting, as my/our proxy/proxies to attend and to vote for me/us on our behalf and, if necessary, to
demand a poll at the 50th Annual General Meeting of the Company to be held at 80 Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624 on 27
April 2012 at 3.00 p.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
Meeting as indicated below. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion.
No. Resolutions For * Against*
1 Adoption of Directors Report and Audited Financial Statements
2 Declaration of a First and Final Dividend tax-exempt (one-tier)
3 Approval of Directors fees
(a) Mr Lim Hock San
Re-election of Directors retiring by rotation in accordance
4 (b) Mr Lance Y. Gokongwei
with Article 104 of the Companys Articles of Association
(c) Mr Alvin Yeo Khirn Hai
(a) Dr Wee Cho Yaw
Re-appointment of Directors retiring pursuant to Section 153(6)
5 (b) Dr John Gokongwei, Jr.
of the Companies Act, Cap. 50
(c) Mr Hwang Soo Jin
(d) Mr Antonio L. Go
(e) Mr James L. Go
(f ) Mr Gwee Lian Kheng
6 Re-appointment of Auditors
Appointment of Mr Yang Soo Suan as a Non-Executive Independent Director pursuant to Section
7
153(6) of the Companies Act, Cap. 50
Authority for Directors to issue shares (Section 161 of the Companies Act, Cap. 50 and SGX-ST
8A
Listing Manual)
Authority for Directors to issue shares pursuant to the United Industrial Corporation Limited Share
8B
Option Scheme.
9 Any Other Business
* Please indicate your vote For or Against with an X within the box provided.

Dated this ________ day of _______________________ 2012 Total Number of Shares held

_______________________________________
Signature (s) or Common Seal of Member(s)
IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM

Notes:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as
defined in Section 130A of the Companies Act, Cap. 50), you should insert that number of shares. If you have shares registered in
your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in
the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number
of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no
number is inserted, this instrument appointing a proxy or proxies shall be deemed to relate to all shares held by you.
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to
attend and vote in his stead. A proxy need not be a member of the Company.
3. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding (expressed as a percentage
of the whole) to be represented by each proxy. If no such proportion or number is specified, the first named proxy shall be
deemed to represent 100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the
first named proxy.
4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the
meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and
in such event, the Company reserves the right to refuse to admit any person or persons appointed under this instrument of proxy,
to the meeting.
5. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 24 Raffles Place,
#22-01/06 Clifford Centre, Singapore 048621 not less than 48 hours before the time appointed for the Annual General Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing.
Where the appointor is a corporation, the instrument of proxy must be executed either under its common seal or under the
hand of its duly authorized officer or attorney. Where an instrument appointing a proxy or proxies is signed on behalf of the
appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with
the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
7. A corporation which is a member may authorise, by resolution of its directors or other governing body, such person as it thinks
fit to act as its representative at the Annual General Meeting, in accordance with its Articles of Association and Section 179 of the
Companies Act, Cap. 50.
8. Agent Banks acting on the request of CPF Investors who wish to attend the Annual General Meeting as Observers are required
to submit in writing, a list with details of the investors name, NRIC/Passport numbers, addresses and numbers of shares held.
The list, signed by an authorized signatory of the agent bank, should reach the Company Secretary at the registered office of the
Company not later than 48 hours before the time appointed for holding the Annual General Meeting.

General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the
instrument appointing a proxy or proxies. In addition, in the case of members 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 certified by The Central Depository (Pte) Limited to the Company.
This page has been intentionally left blank
UNITED INDUSTRIAL CORPORATION LIMITED
United Industrial Corporation Limited

Incorporated in the Republic of Singapore


(Company Registration No. 196300181E) Incorporated in the Republic of Singapore
(Company
24 Raffles Place #22-01/06 Clifford Centre Singapore Registration No. 196300181E)
048621
Tel: (65) 6220 1352 Fax: (65) 6224 0278
5 Shenton Way #02-16 Podium Block UIC Building Singapore 068808
www.uic.com.sg
Tel: 6220 1352 Fax: 6224 0278
www.uic.com.sg
112 Annual REport 2011 United Industrial Corporation Limited

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