UNITED INDUSTRIAL

CORPORATION LIMITED

ANNUAL
REPORT
2012
Contents
1 Group Financial Highlights 30 Human Resource
2 Chairmans Statement 31 Property Activities Summary
5 Board of Directors 33 Financial Report
9 Corporate Governance Report 104 Five Year Summary
19 Corporate Data 106 Statistics of Shareholdings
20 Management Review 108 Notice of Annual General Meeting

Proxy Form
 1

Group Financial Highlights

REVENUE ($million) ATTRIBUTABLE (LOSS)/PROFIT ($million)

1,194
1,032
837
806
747
711

195 392

2008 2009
2008 2009 2010 2011 2012 2010 2011 2012

(171)
(232)

TOTAL ASSETS ($million) SHAREHOLDERS EQUITY ($million)

7,607
4,684
7,109 7,245 4,308
7,018 4,106
6,429 3,533
3,290

2008 2009 2010 2011 2012 2008 2009 2010 2011 2012

($million) 2008 2009 2010 2011 2012

(restated) (restated) (restated) (restated)

Revenue 747 1,032 1,194 806 711
Net profit from operations 149 252 278 200 168
Net fair value (loss)/gain on
investment properties (320) (484) 559 (5) 223
Attributable (loss)/profit (171) (232) 837 195 392
Total assets 7,109 6,429 7,018 7,245 7,607
Shareholders' equity 3,533 3,290 4,106 4,308 4,684

Certain prior years figures have been restated following the adoption of Financial Reporting Standard 12 Deferred Tax:
Recovery of Underlying Assets.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
2
Chairmans Statement
2012 Review
The Singapore economy grew by 1.3%
in 2012, below the Governments
forecast of around 1.5%. The weak
US economy, eurozone crisis and
local labour crunch contributed to
the slower growth.
Despite the weak economy, the
office rental market held up better
than expected, mainly supported
by demand from the non-financial
sectors. For the residential market,
pent up demand, high liquidity and
low interest rates continued to push
up housing prices and sales volume,
making 2012 a record year.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
Performance Review and Dividend
For the financial year 2012,
the Group achieved revenue
amounting to $711.5 million,
a decrease of 12% compared to
$805.5 million in 2011. Lower revenue
from hotel operations due to the closure
of Pan Pacific Singapore Hotel for
renovation works, lower contribution
from sales of trading properties due
to completion of certain residential
projects and lower rental incomes
due to redevelopment of UIC Building
were contributory factors.
During the year, revenue from hotel
operations was $86.1 million, down
39% due to Pan Pacific Singapore
closing for four months from April
2012 for renovation.
Sales of trading properties decreased
by $15.8 million (6%) to $271.6 million
following the completion of The Trizon
in May 2012 and Park Natura in
May 2011.
Gross rental income from office
buildings in 2012 was affected by
the absence of contribution from UIC
Building which was vacated by end
2011. Consequently rental declined
to $270.8 million, 6% lower than the
$287.5 million achieved in 2011.
With the lower revenue, the Groups
operating profit during the financial
year declined by $32.0 million (16%)
to $168.2 million.

However, with the inclusion of $223.3
million (2011: $4.9 million in fair value
loss) in fair value gain on investment
properties which registered a 5%
increase in capital values, the Groups
overall net profit improved to $391.6
million (2011: $195.4 million).
Following the adoption on 1 January
2012 of amendments to Financial
Reporting Standard 12, the Groups
deferred income tax provision of
$487.7 million as at 31 December
2011 became unnecessary and
was written back retrospectively.
The Groups 2011 net profit was
correspondingly adjusted to $195.4
million, a restatement of the $214.2
million profit reported previously.
As at end December 2012, the
Groups net asset value stood at
$3.40 per share (2011: $3.13).
The Board recommends a first and
final tax-exempt (one-tier) dividend
of 3.0 cents (2011: 3.0 cents).
The payout amounts to $41.3 million
(2011: $41.3 million) for the financial
year ended 31 December 2012.
Singapore Office and
Retail Properties, Hotels
During the year under review, the
Groups office buildings registered an
improvement in average occupancy
by two percentage points to 98%
in spite of strong competition from
newly completed buildings within the
Raffles Place/Marina Bayfront new
financial district.
At the former UIC Building, demolition
and development work have started
and TOP is expected in 2017. The
iconic development, comprising a
23-storey prime Grade A office tower
and a 54-storey residential tower
called V on Shenton is designed
by world renowned UN Studio in
collaboration with local architectural
firm, Architects 61. The sale of the
510 apartments was launched in July
2012 and as at end of December,
60% has been sold.
The Marina Square shopping
mall, with its diverse selection of
entertainment, retail and dining
continued to be a strong draw for
local and foreign visitors. The Mall won
the Best Retail Event 2012 award
from the Singapore Retailers
Association for its innovative
3-Dimensional Balloon Sculpture.
Two of the Marina Square hotels,
Marina Mandarin Singapore and
Mandarin Oriental Singapore were
able to maintain good occupancies
and rate growth on the back of the
strong influx of visitors. The Pan
Pacific Singapore underwent a multi-
million dollar renovation and was
re-opened in September 2012. With
a revitalised lobby, more luxurious
guest rooms and haute dining
restaurants, the Pan Pacific Singapore
will reposition itself as a premier hotel
of choice for discerning business and
leisure guests in the Marina Bay hub.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
3
Singapore Residential Projects
The Group secured three prime
residential sites through public
tenders in 2012. The sites are in
popular residential enclaves at
Jervois Road, Farrer Drive as well
as Alexandra Road, and close to
the city centre. In addition, a site at
Bright Hill Drive, off Upper Thomson
was acquired together with UOL
Group on a 50:50 joint venture basis.
This site is close to a designated MRT
station. All four sites are expected
to be launched for sale in 2013.
The Group has successfully sold all
the 553 apartments and 24 strata
houses in Archipelago, a 50:50 joint
venture project with UOL Group.
Located at Bedok Reservoir Road
and close to Bedok Reservoir,
TOP is expected to be obtained
in 2016.
The Certificate of Statutory
Completion for The Trizon, our
freehold condominium in the Mount
Sinai area, was obtained in November
2012. The project was 94% sold as
at the end of January 2013.
Overseas Investments
The Groups wholly-owned project
in Chengdu, The Excellency, was
completed in June 2012. The
development comprising two 51-storey
residential blocks and 3,300 square
metres of retail/commercial space is
located close to the Chun Xi shopping
belt. As at end December 2012, 74%
of the development had been sold.
4
Chairmans Statement
The Westin Tianjin Hotel, in which the
Group holds a 51% stake, has built
a good reputation among business
travellers and won numerous
accolades. During the year, it achieved
average occupancy of 68%.
In Shanghai, Singland China Holdings
Pte. Ltd. (a subsidiary of the Group),
UOL Capital Investments Pte Ltd
(a subsidary of UOL Group Limited)
and Peak Star Pte. Ltd. (a subsidary
of Kheng Leong Company (Private)
Limited) with shareholdings of 30%,
40% and 30% respectively are jointly
developing the Shanghai Chang
Feng project. Construction of the
proposed mixed-used residential
and retail project covering 39,540
square metres with 70 years tenure is
expected to commence in the second
quarter of 2013. The development will
feature high rise apartments and low
rise townhouses.
Technology Business
UIC Technologies Group saw a 9%
decrease in revenue to $73.4 million
during the year compared to $80.6
million achieved in 2011. Pre-tax
profit was $1.9 million, a decrease
of 31% compared to $2.8 million in
2011. The lower turnover and profit
were caused by business slowdown
in 2012 resulting in slower rollout of IT
projects and hardware refresh in the
corporate sector as well as decrease
in IT procurement in the public sector.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
Outlook for 2013
With Singapores GDP growth for
2013 forecast at between 1% and
3%, in view of the weak global
economic outlook, the year ahead
is likely to be a challenging one for
the commercial and residential
property market.
In January 2013, the Government
introduced the strongest cooling
measures to date to curb rising
residential property prices. These
measures would affect affordability
and reduce transaction volume.
However price correction may be
moderated by low interest rates and
high employment.
With the cautious outlook over the
global economy and high operating
costs faced by retailers due to the tight
labour market, the retail rental market is
expected to face some pressure. In the
hotel sector, visitor arrivals will grow at
a slower pace and increased operating
costs caused by the labour crunch will
remain a significant challenge.
Acknowledgement
On behalf of the Board, I would like
to thank our shareholders, business
partners, customers, tenants,
management and staff for your
unstinting support.
The Board would like to thank Mr Alvin
Yeo for serving as interim Chairman of
the Audit Committee. Mr Yang Soo
Suan, an Independent Director, was
appointed as the Chairman of the
Audit Committee on 2 January 2013.
In conclusion, I thank all my fellow
directors for your wise counsel in
the past year.
WEE CHO YAW
Chairman
February 2013

Board of Directors
Wee Cho Yaw
Chairman
Dr Wee Cho Yaw was appointed
a Director and Chairman of United
Industrial Corporation Limited (UIC)
in 1992. He has more than 50
years of experience in the banking
industry. He is the Chairman of United
Overseas Bank Limited, Far Eastern
Bank Ltd, United Overseas Insurance
Ltd, United International Securities
Ltd, UOL Group Limited, Haw Par
Corporation Limited, Pan Pacific
Hotels Group Limited, Singapore
Land Limited and Marina Centre
Holdings Private Limited. He is also
the Chairman of the Wee Foundation.
Dr Wee received Chinese high
school education. He is the Honorary
President of the Singapore Federation
of Chinese Clan Associations,
Singapore Chinese Chamber of
Commerce and Industry and
Singapore Hokkien Huay Kuan.
He was appointed Pro-Chancellor of
Nanyang 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, the
highest National Day award, by the
Government for his contributions
towards the community and education
in Singapore.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
5
John Gokongwei, Jr.
Deputy Chairman
Dr John Gokongwei, Jr. was
appointed a Director and Deputy
Chairman of UIC in 1999. As of
January 2002, he is the Chairman
Emeritus of JG Summit Holdings,
Inc., a company incorporated in
the Philippines and listed on the
Philippines Stock Exchange Inc.,
since its formation in 1990. He is
also a Director and Deputy Chairman
of Singapore Land Limited, Director
of Marina Centre Holdings Private
Limited, Universal Robina Corporation,
Robinsons Land Corporation, Oriental
Petroleum and Minerals Corporation
and Anscor Phils.
Dr Gokongwei received a Master in
Business Administration from the
De la Salle University in the
Philippines, and attended the
Advanced Management Program
at Harvard University, Boston,
Massachusetts, USA.
6
Board of Directors
James L. Go
Mr James L. Go was appointed
a Director of UIC in 1999. He is
the Chairman and Chief Executive
Officer of JG Summit Holdings,
Inc., Robinsons, Inc. and Oriental
Petroleum and Minerals Corporation.
He is the Chairman of Universal
Robina Corporation, Robinsons Land
Corporation and JG Summit
Petrochemical Corporation. He is
also the President and a Trustee of
the Gokongwei Brothers Foundation,
Inc. He also sits as a director of
Cebu Air, Inc., Singapore Land
Limited, Marina Centre Holdings
Private Limited and Hotel Marina
City Private Limited. He was elected
as a director of the Philippine Long
Distance Telephone Company
(PLDT) on November 3, 2011 and
was appointed a member of PLDTs
Technology Strategy Committee.
Mr Go graduated with a Bachelor
of Science and Master of
Science, Chemical Engineering
from Massachusetts Institute of
Technology, USA.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
Lim Hock San
President and CEO
Mr Lim Hock San, the President and
Chief Executive Officer, was appointed
a Director of UIC in 1992. Mr Lim is
also the President and Chief Executive
Officer of Singapore Land Limited and
the Chairman of the National Council
On Problem Gambling.
Mr Lim graduated with a Bachelor
of Accountancy from the University
of Singapore. He obtained a
Master of Science in Management
from the Massachusetts Institute
of Technology, and attended the
Advanced Management Program
at Harvard Business School. He is
a Fellow of the Chartered Institute
of Management Accountants (UK)
and a Fellow and past President
of the Institute of Certified Public
Accountants of Singapore.
Gwee Lian Kheng
Mr Gwee Lian Kheng was appointed
a Director of UIC in 1999. He is the
Group Chief Executive of UOL and its
listed subsidiary Pan Pacific Hotels
Group Limited. Mr Gwee has been
with the UOL Group since 1973.
He also sits on the board of Singapore
Land Limited.
Mr Gwee graduated with a Bachelor
degree in Accountancy (Honours)
from the University of Singapore.
He is a Fellow Member of the
Chartered Institute of Management
Accountants, Association of
Chartered Certified Accountants
and the Institute of Certified Public
Accountants of Singapore.

Hwang Soo Jin
Mr Hwang Soo Jin was appointed
a Director of UIC in January 2003
and is currently the Chairman of
the Nominating Committee. He is
a Chartered Insurer qualified in the
United Kingdom, and has more than
50 years business experience.
Mr Hwang is currently the Chairman
Emeritus and Director of Singapore
Reinsurance Corporation Ltd and
also sits on the boards of directors of
United Overseas Insurance Ltd, Haw
Par Corporation Ltd and Singapore
Land Limited, among others. He is
the former Chairman of Singapore
Reinsurance Corporation Ltd.
Mr Hwang is an Associate of
the Chartered Insurance Institute,
United Kingdom.
Alvin Yeo Khirn Hai
Mr Alvin Yeo Khirn Hai was
appointed a Director of UIC in 2002
and is currently the Chairman of the
Remuneration Committee. He is a
lawyer in private practice and the
Senior Partner of WongPartnership
LLP. Mr Yeo was appointed Senior
Counsel of the Supreme Court of
Singapore in January 2000. He is the
Chairman of the Audit Committee of
the Law Society of Singapore, and a
member of the Appeals Advisory Panel
of the Monetary Authority of Singapore,
the Singapore International Arbitration
Centres Council of Advisors, and
a Fellow of the Singapore Institute of
Arbitrators. He is also a Director of
Singapore Land Limited and Keppel
Corporation Ltd. Mr Yeo is a Member
of Parliament.
Mr Yeo graduated with a Bachelor
of Laws (Honours) from Kings
College, University of London, and is
a Barrister-at-Law (Grays Inn).
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
7
Yang Soo Suan
Mr Yang Soo Suan was appointed
a Director of UIC on 27 April 2012
and is currently the Chairman of the
Audit Committee. He 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 Ltd. 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 the 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 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.
8
Board of Directors
Antonio L. Go
Mr Antonio L. Go was appointed
a Director of UIC in April 2007.
He is currently a Director and President
of Equitable Computer Services, Inc.
and Chairman of Equicom Savings
Bank and Algo Leasing and Finance
Inc. He is a Trustee of Go Kim Pah
Foundation and Equitable Foundation
Inc. He sits on the boards of Cebu Air,
Inc., Maxicare Healthcare Corporation,
Oriental Petroleum and Minerals
Corporation, Equicom Information
Technology, Equicom Manila Holdings,
Medilink Network, Inc. and Equitable
Development Corporation. From year
2006-2011, he was an Independent
Director of Digital Telecommunications,
Philippines, Inc.
Mr Go graduated with a Bachelor
of Business Administration from
Youngstown University, USA. He
also attended the International
Advanced Management programme
at the International Management
Institute, Geneva, Switzerland, and
the ABA National School of
Bankcard Management, Northwestern
University, USA.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
Wee Ee Lim
Mr Wee Ee Lim was appointed
a Director of UIC in 1999. He is
presently the President and Chief
Executive Officer of Haw Par
Corporation Limited. In addition,
he sits on the board of directors
of Singapore Land Limited as
well as UOL Group Limited, Pan
Pacific Hotels Group Limited, Hua
Han Bio-Pharmaceutical Holdings
Limited (a company listed on the
Hong Kong Stock Exchange) and
Wee Foundation.
Mr Wee graduated with a Bachelor
of Arts (Economics) from Clark
University, USA.
Lance Y. Gokongwei
Mr Lance Y. Gokongwei was
appointed a Director of UIC in
1999. He is the President and Chief
Operating Officer and a Director of
JG Summit Holdings, Inc., Universal
Robina Corporation and JG Summit
Petrochemical Corporation. He is also
the Vice Chairman and Deputy Chief
Executive Officer of Robinsons Land
Corporation. He is the President
and Chief Executive Officer of Cebu
Air, Inc. He is also the Chairman of
Robinsons Bank, Vice Chairman of JG
Summit Capital Markets Corporation
and a Director of Oriental Petroleum
and Minerals Corporation and
Singapore Land Limited. He is also
a trustee, secretary and treasurer of
the Gokongwei Brothers Foundation,
Inc. He served as a Director of Digital
Telecommunications Phils. Inc. from
May 1994 up to October 2011.
Mr Gokongwei graduated with a
Bachelor of Science (Applied Science)
from Pennsylvania Engineering School
and a Bachelor of Science (Finance)
from Wharton School, USA.
He also attended the management
and technology program at the
University of Pennsylvania.
 9

Corporate Governance Report

The Company is committed to maintaining high standards of corporate governance and this report outlines the
Companys corporate governance practices with reference to the principles and guidelines of the Singapore Code of
Corporate Governance (Code).

Board Matters
Boards Conduct of its Affairs
The principal functions of the Board are to: (a) provide
entrepreneurial leadership, set strategic objectives and
commitments, review recommendations of the Nominating
Committee (NC), Remuneration Committee (RC) and
Audit Committee (AC) and ensure that the necessary
financial and human resources are in place for the Company
to meet its objectives; (b) establish a framework of prudent
and effective controls which enables risk to be assessed
and managed, including safeguarding of shareholders
interest and the Companys assets; (c) review the business
results of the Company and monitor the performance
of Management; (d) identify the key stakeholder
groups and recognize that their perceptions affect the
Companys reputation; (e) set the Companys values and
standards (including ethical standards), and ensure that
obligations to shareholders and other stakeholders are
understood and met; (f) consider the sustainability issues,
e.g. environmental and social factors, as part of its
strategic formulation, and (g) assume responsibility for
corporate governance.
The Board delegates certain functions to the NC,
RC and AC. Each committee has its own written terms
of reference.
The Board meets on a quarterly basis and as and when
warranted by circumstances. Telephonic conferences at
Board meetings are permitted by the Companys Articles
of Association (Articles). The number of Board and
Board Committee meetings held in 2012, as well as the
attendance of each Board member at these meetings, are
disclosed below:

Attendance at Attendance at 2
Attendance at 4 2 Nominating Remuneration
Attendance at 4 Audit Committee Committee Committee
Name Board Meetings Meetings Meetings Meetings

Wee Cho Yaw 4 n/a 2 2

John Gokongwei, Jr. 4 n/a n/a n/a
Lim Hock San 4 n/a n/a n/a
James L. Go 4 4 2 2
Lance Y. Gokongwei 4 n/a n/a n/a
Gwee Lian Kheng 4 n/a n/a n/a
Hwang Soo Jin 4 3 2 2
Antonio L. Go 4 n/a 2 2
Tan Boon Teik * 1 1 1 n/a
Wee Ee Lim 4 n/a n/a n/a
Alvin Yeo Khirn Hai ** 2 3 n/a 1
Yang Soo Suan *** 2 2 1 n/a

* Tan Boon Teik passed away on 10 March 2012

** Alvin Yeo appointed as Chairman of AC from 19 March 2012 to 1 January 2013
*** Yang Soo Suan appointed as Director, member of AC and NC on 27 April 2012 and Chairman of AC on 2 January 2013

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

10
Corporate Governance Report
The Company has adopted internal guidelines
and financial authority limits structure setting forth
matters that require Board approval. Under the
guidelines, Board approval is required for material
commitments and payments of operating and
capital expenditure.
A formal letter setting out the Directors duties and
obligations is provided to each Director upon his
appointment. The Company funds training programmes
for the Directors, and has an orientation programme
for incoming Directors to familiarize them with the
Companys business and governance practices.
Boards Composition And Guidance
The Board comprises eleven Directors, of whom
four, namely, M/s Hwang Soo Jin, Antonio L. Go,
Alvin Yeo Khirn Hai and Yang Soo Suan (appointed on
27 April 2012) are considered independent directors.
The independence of each Director is reviewed annually
by the NC. Following the NCs review, the Board is of
the view that the independent directors make up at least
one-third of the Board and that the current Board size
is appropriate, taking into account the nature and scope
of the Companys operations. No individual or small
group of individuals dominates the Boards decision-
making process.
The Board consists of high calibre members with
a wealth of knowledge, expertise and experience.
As a group, the Directors contribute valuable direction
and insight, drawing from their vast experience in matters
relating to accounting, finance, legal, banking, business,
management, property and general corporate matters.
Brief description on the background of each Director
is set out in the Board of Directors section of this
Annual Report.
Chairman And Chief Executive Officer
To ensure an appropriate balance of power, increased
accountability and a greater capacity of the Board for
independent decision-making, the Company has a
clear division of responsibilities at the top management
level. Such division of responsibilities is established and
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
agreed by the Board. The non-executive Chairman and
the CEO have separate roles and they are not related
to each other. The Chairmans responsibilities include:
(a) leading the Board; (b) setting the agenda and ensuring
that adequate time is available for discussion of all
agenda items, in particular strategic issues; (c) promoting
a culture of openness and debate at the Board; (d) ensuring
that the Directors receive complete, accurate and timely
information; (e) ensuring effective communication with
shareholders; (f) encouraging constructive relations within
the Board and between the Board and Management;
(g) facilitating the effective contribution of non-executive
Directors in particular; and, (h) promoting high standards
of corporate governance.
Board Membership
Nominating Committee
The NC comprises five Directors, namely, M/s Hwang Soo
Jin (Chairman), Wee Cho Yaw, James L. Go, Antonio L. Go
and Yang Soo Suan (appointed on 27 April 2012), of whom
three, including the Chairman are independent.
The main Terms of Reference of the NC are: (a) reviewing
the Boards succession plans for Directors, in particular,
the Chairman and CEO; (b) developing the process for
the evaluation of the performance of the Board, its Board
Committees and Directors; (c) reviewing the training and
professional development programmes for the Board;
(d) recommending all new Board appointments and
re-appointments to the Board; (e) reviewing skills
required by the Board; (f) reviewing the size of the Board;
(g) determining annually the independence of each
Director, and ensuring that independent directors
form one-third of the Board; (h) deciding whether
a Director with multiple Board representations is able
to and has been adequately carrying out his duties
as a Director; (i) deciding how the performance of the
Board, its Committees and Directors may be evaluated
and proposing objective performance criteria to assess
the effectiveness of the Board and Board Committees
as a whole and the contribution of each Director; and
(j) carrying out annual assessment of the effectiveness of
the Board, its Board Committees and individual Directors.

In the nomination and selection process for a new Director,
the NC identifies key attributes of an incoming Director
based on the requirements of the Group and recommends
to the Board the appointment of the new Director. The
NC conducts a yearly review of the re-appointment of
Directors. The Directors submit themselves for re-election
on regular intervals of at least once every three years in
accordance with the Articles. In its deliberations on the
re-appointment of existing Directors, the NC takes into
consideration the Directors contribution and performance.
Directors are given opportunities to attend courses and
talks on corporate governance and other matters relevant
to the business of the Company.
The external auditor would brief the AC members
of changes to the accounting standards and of
issues which have a direct impact on financial statements.
The NC is also responsible for determining annually,
the independence of Directors. The NC assessed
M/s Hwang Soo Jin, Antonio L. Go, Alvin Yeo Khirn Hai
and Yang Soo Suan to be independent directors as they
have acted independently and objectively at all times
in the interest of the Company and its shareholders.
The NC scrutinised in particular the independence of
Mr Alvin Yeo Khirn Hai (11 years) and Mr Hwang Soo Jin
(10 years) who have served more than nine years each. The
NC is satisfied that their long service has not compromised
their ability to exercise independent business judgement.
The NC further noted that Mr Alvin Yeo Khirn Hai is
a partner of WongPartnership LLP, which has provided
legal services to the Company and its subsidiaries for the
year 2012, for total fees of below $200,000. The NC was
informed that Mr Yeo was not involved in providing the
legal services and did not involve himself in the selection
or appointment of legal counsel by the Company.
The NC considered the multiple board representations
of the Directors and is satisfied that notwithstanding
their multiple directorships, each Director has been able
to commit time and effort to the affairs of the Company.
A Director who is unable to attend meetings in person
11
may give his views, if any, in writing to the Chairman of the
Board and/or Board Committee.
The Board is of the view, that as different companies
have different complexities and directors have different
capabilities, it is best to leave each Director to evaluate
his own ability to commit time to the Company. For this
reason, the Board has not prescribed the maximum
number of directorships a Director may hold.
The information on independent, executive and
non-executive Directors, including the year of initial
appointment, last re-election and membership on Board
Committees is set out in the section of this Annual Report
entitled Corporate Data.
As alternate directors should be appointed only in
exceptional cases and for limited periods only, Mr Patrick
O. Ng (alternate director to Mr Lance Y. Gokongwei)
and Mr Frederick D. Go (alternate director to Dr John
Gokongwei, Jr.) have relinquished their roles with effect
from 7 November 2012.
Board Performance
With the Boards approval, the NC has adopted objective
performance criteria for assessing the effectiveness of the
Board as a whole, the Board Committees and individual
directors. In evaluating the Boards performance as
a whole, the NC has adopted the quantitative indicators
which include, return on equity, return on assets, economic
value added, the Companys share price performance over
a five year period vis--vis the Singapore Straits Times Index
and a benchmark index of industry peers. In addition, the
NC also takes into consideration the qualitative criteria of
the effectiveness of the Board in monitoring Managements
performance and the success of Management in achieving
strategic and budgetary objectives set by the Board.
As part of the yearly assessment of contribution of each
Director to the effectiveness of the Board, the Chairmen
of the NC and the Board would assess whether each
Director has contributed effectively and discharged their
duties responsibly. The Board would then be informed of
the results of the performance evaluation. The individual
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
12
Corporate Governance Report
Directors performance criteria is in relation to their industry
knowledge and/or functional expertise, contribution and
workload requirements, sense of independence and
attendance at the Board and Board Committee meetings.
A formal assessment of the effectiveness of the Board as
a whole and the contribution by each individual Director
to the effectiveness of the Board was duly carried out this
year on the above basis.
Access To Information
To enable the Board to fulfil its responsibilities, Directors are
provided with complete, adequate and timely information
prior to Board and Board Committee meetings and on
an on-going basis.
Management provides Directors with monthly management
accounts. The Company Secretary attends all Board and
Board Committee meetings and ensures good information
flow within the Board and its Committees and between
senior Management and non-executive Directors.
The Directors have separate and independent access to
the Company Secretary and senior Management.
The Board takes independent professional advice as and
when necessary to enable it to discharge its responsibilities
effectively. Subject to the approval of the Chairman, the
Directors may seek and obtain separate and independent
professional advice to assist them in their duties.
Procedures For Developing Remuneration Policies
Remuneration Committee
There is a formal and transparent procedure for
developing policies on executive remuneration and for
fixing the remuneration packages of individual Directors.
The members of the RC are M/s. Alvin Yeo Khirn Hai
(Chairman), Wee Cho Yaw, James L. Go, Hwang Soo Jin
and Antonio L. Go. The RC is made up of non-executive
Directors, the majority of whom, including the Chairman
are independent.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
The RCs main Terms of Reference are: (a) reviewing the
existing benefit and remuneration systems, including
the Performance or Variable Bonus Schemes and the
Executive Share Option Scheme (ESOS) of United
Industrial Corporation Limited (UIC) [applicable to the
Company and its Group] and proposing any amendment/
update, where appropriate, to the Board for approval;
(b) approving the remuneration packages of the CEO
and senior Management of the Group; (c) administering
the UIC ESOS, which was approved and extended
by shareholders on 18 May 2001 and 27 April 2011
respectively, including approving allocations of options
to qualifying executives including executive Directors
of the Company; and (d) recommending appropriate
fees for Directors taking into account their services
and contributions on the various Board Committees;
(e) reviewing the Companys obligations arising in the event
of termination of executive director and key management
personnels contract of service to ensure that the contracts
of service contain fair and reasonable termination clauses
that are not overly generous.
For consideration on the appropriate remuneration for
its Directors and key management personnel, the RC
is guided by Key Performance Indicators (KPIs) of the
Company which, includes profitability and return on
equity. The Presidents/CEOs remuneration is decided
by the RC and the President/CEO is not present in
the discussion.
Level And Mix Of Remuneration
In determining the remuneration of Directors and Senior
Management, the RC will take into account the Companys
performance and the performance of Directors and Senior
Management. The Board, with the RCs input, periodically
reviews the Companys remuneration policy to ensure that
it is in line with market practices and that the level and
structure of remuneration is aligned with the long-term
interest of the Company and is appropriate to attract, retain
and motivate Directors and key management personnel.
No member of the RC or any Director is involved in the
deliberations in respect of any remuneration, compensation,
options or any form of benefits to be granted to him.
 13

The Companys remuneration packages for its key
executives including the executive Director of the Company
include share options granted under the UIC Share
Option Scheme. Details of the share options granted to
executives of the UIC Group under the ESOS are set out
in the Directors Report section of this Annual Report, and
can also be found on the website www.uic.com.sg. The
non-executive Directors remuneration consist of directors
fees and where applicable, additional fees for serving on
Board Committees.
To align remuneration with the Companys performance
and long term interest, the share options granted by the
Company are exercisable in accordance with the vesting
schedule. In the event of a participants misconduct, the
RC may treat the options as lapsed and null and void.
There are no special service contracts offered by
the Company.

Remuneration of Directors For The Year Ended 31 December 2012 is as follows:

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

$1,000,000 - $1,250,000
Lim Hock San 54% 34% n/a 12%
Below $250,000
Wee Cho Yaw n/a n/a 100% n/a
John Gokongwei, Jr. 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
Antonio L. Go 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
Yang Soo Suan ** n/a n/a 100% n/a

* passed away on 10 March 2012

** appointed Director on 27 April 2012

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

14

Corporate Governance Report

Remuneration of Key Executives (who are not also Directors)

For The Year Ended 31 December 2012 is as follows:
Variable or
Performance- Share Options
Related Granted,
Remuneration Band Base/ Income/ Allowances and
and Name of Key Executive Fixed Salary Bonuses Other Benefits

$500,000 - $750,000
Michael Ng Seng Tat 66% 21% 13%
$250,000 - $500,000
Loy Chee Chang 53% 13% 34%
Goh Poh Leng 52% 15% 33%
Lee Wah Poh 72% 19% 9%
Below $250,000
Susie Koh 59% 14% 27%

No employee of the Company and its subsidiaries was an immediate family member of a Director or the CEO and whose
remuneration exceeded $50,000 during the financial year ended 31 December 2012.

Information On Key Executives

Michael Ng Seng Tat
(Group General Manager)
Mr Michael Ng Seng Tat was Managing Director of Savills
Singapore before joining the Group in October 2010. His
other previous appointments were Managing Director of
Hamptons International; General Manager of the real estate
arm of COSCO Singapore where he handled investment
and development projects in Singapore and China; and
Associate Director of investment sales at Richard Ellis. He
was a member of the Strata Titles Board from 1999 to 2008.
He holds a Bachelor of Science (Estate Management)
Honours degree from National University of Singapore.
Mr Michael Ng is in charge of property investments and
development projects for the Group.
Loy Chee Chang
(Senior Financial Controller)
Mr Loy Chee Chang graduated from the National University
of Singapore in 1982 with a Bachelor of Accountancy
degree and worked in Pricewaterhouse, Singapore as an
auditor from 1982 to 1991. He joined UIC in 1991 as its
Financial Controller. He is the Senior Financial Controller of
both UIC and Singapore Land Limited.
Goh Poh Leng
(Senior General Manager, Marketing)
Ms Goh Poh Leng graduated with a Bachelor of Science
(Estate Management)(Honours) from the National University
of Singapore in 1990 and subsequently obtained her
Certified Diploma in Accounting and Finance conducted
by The Association of Chartered Certified Accountants,
UK. Prior to joining the Group, Ms Goh worked in an
international property consultancy firm for two years.
She joined in 1992 and held various positions until her
appointment as Senior General Manager, Marketing in
January 2010.
Susie Koh
(Company Secretary/Legal Manager)
Mrs Susie Koh obtained her LLB (Honours), University of
London in 1976 and Barrister-at-Law (Grays Inn) in 1979.
Mrs Koh was in private legal practice in Singapore as
an Advocate & Solicitor from 1985. She became an in-
house corporate lawyer and held the position of Company
Secretary/General Manager (Legal) in Scotts Holding
Ltd in 1991 until 1995 when she joined Sembawang
Corporation Ltd as Senior Vice President, Group Legal/

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012


Group Company Secretary. She was appointed Company
Secretary and Legal Manager for both UIC and Singapore
Land Limited in 2001. She is a member of the Singapore
Academy of Law.
Lee Wah Poh
(Managing Director of UIC Technologies Pte Ltd)
Ms Lee obtained her Bachelor of Technology with First
Class Honours in Chemistry and Control Engineering
and Master in Business Administration at the University
of Bradford, U.K. She worked as a Programmer/Analyst
with Hewlett Packard, Singapore from February 1981 to
October 1982.
She joined UIC Computer Systems Pte Ltd in November
1982 as an Assistant to the Managing Director and was
promoted to the post of Managing Director in July 1993.
Ms Lee resigned in 1998 and re-joined the UIC Group to
become the Managing Director of UIC Technologies Pte
Ltd in March 2000.
Accountability And Audit
The Board provides shareholders with a balanced
and understandable assessment of the Companys
performance, position and prospects on a quarterly basis
via quarterly announcements of results and other ad hoc
announcements as required by SGX-ST; and Management
provides Directors with the management accounts on a
monthly basis.
Audit Committee
The AC comprises four non-executive Directors, namely,
M/s Yang Soo Suan (appointed member on 27 April 2012
and Chairman on 2 January 2013), Alvin Yeo Khirn Hai,
James L. Go and Hwang Soo Jin, the majority of whom,
including the Chairman, are independent.
The Terms of Reference of the AC are to: (a) review with
the external auditor the scope and results of the audit
report and its cost effectiveness; (b) review the significant
financial reporting issues and judgements made; (c)
review the adequacy the effectiveness of the Companys
material internal controls and risk management; (d) the
effectiveness of the internal audit function; (e) review the
assistance given by the Companys officers to the external
15
and internal auditors; (f) commission investigations
into and review findings likely to have a material impact
on the Groups operating results or financial position;
(g) review interested person transactions; (h) meet with
the external and internal auditors annually without the
presence of the Management; (i) review the independence
of external auditors annually; and (j) decide and award
major tender contracts.
The AC has explicit authority to investigate any matter
within its Terms of Reference, full access to and co-
operation by Management and full discretion to invite
any Director or executive Director to attend its meetings,
and has reasonable resources to enable it to discharge
its functions properly. Management has put in place, with
the ACs endorsement, arrangements by which staff of the
Group may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other
matters. A whistle-blowing policy was implemented in
February 2004.
During the year, the AC held four meetings.
The announcements of the quarterly and full year results,
and the financial statements of the Group and the Auditors
Report thereon for the full year were reviewed by the
AC prior to consideration and approval of the Board.
The AC has met with the external and internal auditors,
without the presence of Management, at least once
during the year. For the financial year 2012, the AC
undertook a review of the fees and expenses of the audit
and non-audit services provided by the external auditor,
PricewaterhouseCoopers LLP. For details of fees payable
in respect of audit and non-audit services, please refer to
Note 7 to the Financial Statements. 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. The AC was satisfied
that such services did not affect the independence of
external auditor and that the external auditor has the
requisite resources and expertise to do their work.
The AC also reviewed the Companys interested person
transactions and the cost-effectiveness of the audit
conducted by the external auditor.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
16
Corporate Governance Report
The Company confirms that Rules 712 and 715 of the
SGX-ST Listing Manual on the appointment of Auditors
have been complied with. Please refer to Note 34 to the
Financial Statements.
Internal Controls
The Group maintains a sound system of internal controls
and risk management for ensuring proper accounting
records and reliable financial information as well as
management of business risks with a view to safeguarding
shareholders investments and the Companys assets.
The Company has a Risk Management Committee to
assist the AC and the Board to, inter alia, determine the
Companys level of risk tolerance and risk policies, oversee
Management in the design, implementation and monitoring
the risk management and internal control systems.
Based on the internal controls established and maintained
by the Company, work performed by the internal and
external auditors, and reviews performed by management,
the Audit Committee and the Board, the Board with the
concurrence of the Audit Committee is satisfied with the
adequacy of the Companys internal controls, addressing
the financial, operational and compliance risks.
The system of internal controls and risk management
established by the Company provides reasonable
assurance that the Company will not be materially affected
by any event that can be reasonably foreseen. No system
of internal controls and risk management can provide
absolute assurance against the occurrence of material
errors, fraud or other irregularities.
Internal Audit
The Group maintains accountability through an internal
audit function that is independent of the activities it audits.
The internal audit team is guided by the Standards of
Professional Practice of internal auditing set by the Institute
of Internal Auditors, and it reports directly to the Chairman
of the AC and, administratively, to the CEO.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
The Companys internal auditors review the effectiveness
of the Companys material internal controls, including
financial, operational and compliance controls, and risk
management. Any material non-compliance or failures in
internal controls and recommendations for improvements
are reported to the AC. The internal audit team has
unrestricted access to all records, properties, functions
and co-operation from Management and staff necessary
to effectively discharge its responsibilities.
Communication With Shareholders
The Board provides shareholders with a balanced
and understandable assessment of the Companys
performance, position and prospects on a quarterly basis
via quarterly announcement of results and other ad hoc
announcements as required by SGX-ST.
The Company continues to keep shareholders and analysts
informed of its corporate activities on a timely, consistent
and even-handed basis. The disclosures are made on
an immediate basis as required under the Listing Manual
of the SGX-ST or as soon as possible where immediate
disclosure is not practicable. Briefings and meetings with
analysts are held upon request.
In the interest of transparency and broad dissemination,
material announcements are posted on the Companys
website at www.uic.com.sg.
To encourage shareholder participation, shareholders
receive the Annual Report/Summary Financial Report and
notice of the Annual General Meeting (AGM). Notice of
AGM is also advertised in the main press and
issued via SGXNET. At the AGM and immediately
thereafter, shareholders have the opportunity to
communicate their views and discuss with Board
members and Management matters affecting
the Company. The Chairman of each Board Committee,
namely, the AC, NC and RC, and the external auditor are
present at the AGM to address shareholders queries,
if any.
 17

To ensure transparency in the voting process and better
reflect shareholders interest, the Company will conduct
electronic poll voting for shareholders/proxies present
at the meeting for all the resolutions proposed at the
AGM. Votes cast, for or against, on each resolution will
be tallied and displayed live-on-screen to shareholders
immediately at the AGM. The total number of votes cast
for or against the resolutions will also be announced after
the AGM via SGXNET.
Code On Share Dealings
The Company has adopted Rule 1207(19) of the SGX-ST
Listing Manual with respect to dealings in the Companys
securities by its Directors and employees. Circulars are
issued to all Directors and employees of the Company
and its subsidiaries to remind them of, inter alia, laws of
insider trading and the importance of not dealing in the
shares of the Company and within the Group on short
term consideration and during the prohibitive periods.

Greater Shareholder Participation Interested Person Transactions Policies

The Companys Articles allow a shareholder of
the Company to appoint up to 2 proxies to attend and
vote in his or her place at general meetings. The Company
also allows CPF Investors to attend general meetings
as observers.
The Company has adopted an internal policy in respect of
any transaction with interested persons and has set out
the procedures for review and approval of the Companys
interested person transactions.
The Companys disclosures according to Rule 907 of
the SGX-ST Listing Manual in respect of interested
person transactions (IPT) for the financial year ended
31 December 2012 is as follows:

Aggregate value of all IPT during

Name of Interested Person
the financial year under review
(excluding transactions less
than $100,000 and transactions
conducted under shareholders
mandate pursuant to Rule 920 of
the SGX-ST Listing Manual)
S$million
Aggregate value of all IPT
conducted under shareholders
mandate pursuant to Rule 920
of the SGX-ST Listing Manual
(excluding transactions less than
$100,000)
S$million

Purchase of a unit of residential 2.0 n/a

property at V on Shenton by a relative
of a director

The above IPT was conducted on normal commercial terms. The AC has reviewed and approved the above sale
and is satisfied that the terms are fair and reasonable and are not prejudicial to the interests of the Company and
its minority shareholders.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

18
Corporate Governance Report
Material Contracts
There was no other material contracts of the Company
or its subsidiaries involving the interests of the CEO, each
Director or controlling shareholder, either still subsisting
at the end of the financial year or if not then subsisting
entered into since the end of the previous financial year
except for:
(a) Singland China Holdings Pte. Ltd. (a wholly-owned
subsidiary of Singapore Land Limited), UOL Capital
Investments Pte. Ltd. (a subsidiary of UOL Group
Limited) and Peak Star Pte. Ltd. (a subsidiary of Kheng
Leong Company (Private) Limited), have established a
joint venture company, Shanghai Jin Peng Realty Co
Ltd on a 30:40:30 basis respectively to develop Parcel
11, Changfeng District, Shanghai, PRC, into a mixed
use development comprising residential units and
retail component. The purchase price of the land was
RMB 2.06 billion.
The aforesaid transaction was on normal commercial
terms, the risks and rewards of the joint consortium are
in proportion to the equity of each joint venture partner.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
(b) S.L. Development Pte Limited (a wholly-owned
subsidiary of Singapore Land Limited) and UOL Venture
Investments Pte. Ltd. (a subsidiary of UOL Group
Limited) have established a joint venture company,
United Venture Development (Bedok) Pte. Ltd. on
a 50:50 basis to develop Archipelago, a residential
development at Bedok Reservoir Road. The purchase
price of the land was S$320 million.
The aforesaid transaction was on normal commercial
terms, the risks and rewards of the joint consortium are
in proportion to the equity of each joint venture partner.
(c) Singland Homes Pte. Ltd. (a wholly-owned subsidiary of
Singapore Land Limited) and UOL Venture Investments
Pte. Ltd. (a subsidiary of UOL Group Limited) have
established a joint venture company, UVD Pte. Ltd. on
a 50:50 basis to develop land parcel at Bright Hill Drive.
The purchase price of the land was S$292 million.
The aforesaid transaction was on normal commercial
terms, the risks and rewards of the joint consortium are
in proportion to the equity of each joint venture partner.
 19

Corporate Data

Date of
Initial Date of
Board of Directors Board Appointment Appointment Last Re-Election

Wee Cho Yaw Non-Executive Chairman 26.06.92 27.04.12

John Gokongwei, Jr. Non-Executive Deputy Chairman 27.07.99 27.04.12
Lim Hock San President & Chief Executive Officer 01.04.92 27.04.12
Antonio L. Go Non-Executive and Independent Director 25.04.07 27.04.12
James L. Go Non-Executive Director 28.05.99 27.04.12
Lance Y. Gokongwei Non-Executive Director 28.05.99 27.04.12
Gwee Lian Kheng Non-Executive Director 28.05.99 27.04.12
Hwang Soo Jin Non-Executive and Independent Director 31.01.03 27.04.12
Wee Ee Lim Non-Executive Director 28.05.99 27.04.11
Yang Soo Suan Non-Executive and Independent Director 27.04.12 not applicable
Alvin Yeo Khirn Hai Non-Executive and Independent Director 11.09.02 27.04.12

Audit Committee Auditors

Yang Soo Suan Chairman PricewaterhouseCoopers LLP
(appointed Chairman on 8 Cross Street #17-00 PWC Building
2 January 2013)
Singapore 048424
James L. Go Member Audit Partner: Sim Hwee Cher
Alvin Yeo Khirn Hai Member (appointed with effect from financial year 2008)
Hwang Soo Jin Member
Share Registrars
Nominating Committee KCK CorpServe Pte Ltd
Hwang Soo Jin Chairman 333 North Bridge Road #08-00
Wee Cho Yaw Member KH KEA Building
James L. Go Member Singapore 188721
Yang Soo Suan Member Telephone: 6837 2133
(appointed on 27 April 2012)
Facsimile: 6338 3493
Antonio L. Go Member

Registered Office
Remuneration Committee
24 Raffles Place #22-01/06
Alvin Yeo Khirn Hai Chairman
Clifford Centre
Wee Cho Yaw Member
Singapore 048621
James L. Go Member
Telephone: 6220 1352
Hwang Soo Jin Member
Facsimile: 6224 0278
Antonio L. Go Member
Website: www.uic.com.sg

Company Secretary
Company Registration Number
Susie Koh
196300181E

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

20

Management Review

2012 Overview

Notwithstanding the weak global sentiments, office rental market showed some resilience and
recorded smaller decline in rents, underpinned mainly by demand from the non-financial sectors.
However, it was a record-making year for the residential property market, with demand, liquidity and
low interest rates pushing up prices and volume.

Artists impression of V on Shenton.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 21

Property Portfolio

Singapore Commercial Office Properties

UIC Building Redevelopment Project

The former UIC Building will be redeveloped into a twin tower
comprising a 54-storey residential tower (V on Shenton)
and a 23-storey office building. Strategically situated along
Shenton way, one of the principal commercial locations
in the core Central Business District and within close
proximity to the Raffles Place/New Marina Bay Financial
District, it is designed by world renowned Dutch architect,
Ben van Berkel of UN Studio working in collaboration with
local architectural firm, Architects 61.

Demolition work on the existing building began in April

2012 and will complete by December 2013.

The sale of the residential units was launched in July 2012

and as at end of December, 60% has been sold.

Stamford Court
Stamford Court, a neo-classical office cum retail building,
is situated at the junction of Hill Street and Stamford Road,
directly opposite the Singapore Management University. In
the year under review, the building achieved an average
occupancy of 98%.

Clifford Centre
Clifford Centre, located in the heart of Raffles Place,
the financial district of Singapore, improved its average
occupancy by 3 percentage points to 99% in the year SGX Centre.
under review. Total rental income also improved by 7%
compared to the previous year.

Retail space which constitutes 20% of the total lettable

area, contributed significantly to rental revenue and is an
added attraction to the buildings tenants for their shopping
convenience. As part of an on-going programme to help
tenants maintain healthy sales revenue, year-end marketing
promotions were organized during the festive season.

During the year, the buildings car park system was

upgraded to an Electronic Parking System to speed up
traffic flow at the entry/exit points. Closed-Circuit Television
system was also installed in all lifts to enhance the security
Clifford Centre.
system in the building.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

22

Property Portfolio

Singapore Commercial Office Properties

The Gateway
The twin towers are located along Beach Road, just outside
the Central Business District. Although 26% of its leases
expired during the year, the building managed to improve its
average occupancy by 3 percentage points to 96%.

All 32 lifts in The Gateway were upgraded to provide tenants

with smoother and faster rides. As part of the buildings ongoing
energy conservation programme, light fittings in staircases were
also replaced with higher energy efficient ones.

Singapore Land Tower

Singapore Land Tower faced intense competition from new
Grade A buildings within the Raffles Place/New Marina Bay
Financial District. Notwithstanding the strong competition, the
The Gateway.
building continued to perform well during the year and was
able to maintain its average occupancy at 98% although rental
income was marginally lower compared to the preceding year.

During the year, several initiatives were undertaken to

improve the buildings facilities. These include upgrading
of washrooms, installation of Electronic Parking System to
improve traffic flow and the replacement of cooling towers
with energy efficient features to save water consumption and
optimise energy efficiency.

SGX Centre
Located along Shenton Way, the Group owns 36,000 square
feet and 240,000 square feet of lettable space in SGX Centre
1 and SGX Centre 2 respectively. During the year, SGX Centre
maintained its average occupancy at 98%. Rental income,
however, was 3% lower as market rents were still lower than
expiry rents.

The contract to serve as the managing agent for SGX Centre

was renewed for another 2 years.

Abacus Plaza and Tampines Plaza

Located in the Tampines Finance Park, the twin office towers
enjoyed close proximity to various facilities such as the
Tampines MRT Station and several shopping malls.

In the year under review, both Abacus Plaza and Tampines

Plaza achieved full occupancy with improvement in rental
revenue by 13% and 4% respectively compared to the
preceding year. Singapore Land Tower.
During the year, the buildings Closed-Circuit Television system
was upgraded to enhance the security of the twin towers.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012


Singapore Commercial Retail Properties
Marina Square Shopping Mall.
Marina Square Shopping Mall
With over 640,000 square feet of net lettable retail space,
the Mall maintains a broad mix of tenants which offers
diverse shopping, dining and entertainment options. The
opening of a 20,000 square foot duplex store by British
label, Marks & Spencer in 2012, complemented the other
international fashion brands like Zara, Mango, Desigual and
Massimo Dutti. Another new tenant is Laline from Israel,
a renowned bath-and-beauty brand. These international
labels reinforce the Malls position as a prime shopping
destination within the Marina Bay area.
23
The draw of food and beverage outlets in Marina
Square remains strong with the entry of Paradise Inn.
Shoppers can expect more enticing dining options
when renovation works at the revamped Gourmet Zone
are completed in the second quarter of 2013.
Promotional activities were organised throughout 2012.
In March, the Malls 3-Dimensional Balloon Sculpture,
constructed in the shape of a robot, was recorded in
the Guinness World Records and the Singapore Book
of Records as the Largest 3D Balloon Sculpture
and the Largest Single Sculpture Made of Balloons
respectively. This event also bagged the Best Retail
Event 2012 organised by the Singapore Retailers
Association.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
24

Property Portfolio

Singapore Commercial Retail Properties

The lobby of Pan Pacific Singapore.

Marina Square Hotels

The hotel market continued to remain strong with high
occupancies spurred by healthy tourists arrival from
regional and long haul markets. New tourist attractions,
such as, Gardens by the Bay and Marina Bay Sands
located within the vicinity of the 3 Marina Square Hotels
(Pan Pacific Singapore, Marina Mandarin Singapore and
Mandarin Oriental Singapore) have contributed to the
increased visitor arrivals into Singapore. Marina Mandarin
and Mandarin Oriental have benefited from this and
recorded strong occupancies and rate growth in 2012.

Pan Pacific Singapore embarked on a multi-million dollar

make-over in April 2012 and was re-opened in September
2012. The transformed Pan Pacific Singapore features a
spectacular new lobby and an exclusive Pacific Club on
Level 38 which commands an unparalleled 360 degree
view of the city skyline. The renovated guestrooms
encompass a perfect mix of comfort, elegant design and
latest technology. A vibrant new dining experience awaits
at the Edge, a new all-day dining restaurant featuring
seven distinct regional open kitchens. Hai Tien Lo,
an award winning Cantonese restaurant, re-opened at its
new location on Level 3, serving well-known favourites
with a contemporary interpretation. Mandarin Oriental Singapore.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012


Singapore Commercial Retail Properties
Velocity @ Novena Square.
Novena Square
The Group has a 20% interest in Novena Square, a
commercial development located above the Novena MRT
Station. For the year 2012, the development enjoyed 99%
occupancy for the retail mall, Velocity@Novena Square
(Velocity) as well as office Towers A and B.
The retail mall, Velocity strengthened its sports positioning
with several innovative sports events. 3 new events - caged
floorball challenge, paintball competition and human-
sized foosball tournament were organised and were
well-received by shoppers. In September 2012, Velocity
forged a new alliance with Sports Clinic of Tan Tock Seng
Hospital. The partnership allows Sports Clinic to share
crucial sports information free to shoppers through a series
of monthly talks and vital information posted on Velocitys
Facebook page.
Velocity maintained its popularity as the preferred race kit
collection point for 18 major runs in Singapore, including
New Balance Real Run, 100 Plus Passion Run, Safari Zoo
Run, Newton 30km Run, Saloman Run and POSB Kids
Run. It was also the official venue for the finals of Singapore
Table Tennis Crocodile Cup and the Opening of Singapore
HeritageFest 2012 by the National Heritage Board.
25
West Mall.
West Mall
West Mall which is directly connected to Bukit Batok MRT,
remains a focal point for residents of Bukit Batok, Jurong
East, Hillview, Upper Bukit Timah and Clementi. Shopper
traffic recorded at the Mall for year 2012 was approximately
12 million.
West Mall ushered in Chinese New Year with an upbeat
acrobatic performance from Shandong, China, Carlsberg
Road Show and lion dance performance by 10 majestic
lions. During the year, West Mall continued to support
public outreach programs organised by Bukit Batok
Community Club such as Line Dancing and Community
Music Time. Events such as Tamiya racing championship,
3-on-3 basketball championship and stage appearance
by Taiwanese pop singer Alien Huang were also organised
to attract young patrons to the Mall.
Total rental revenue achieved for 2012 was $31.1 million, an
increase of 2% compared with 2011. Average occupancy
was maintained at 99%, with 27 leases spanning an area
of 43,661 square feet renewed or replaced at 20% higher
than the expiring rents. Amongst the Malls new tenants is a
new cinema operator Cathay Cineplex which commenced
operations in February 2013.
As part of green efforts, West Mall took part in Earth
Hour in March 2012 and installed digital kilowatt meters
at electrical switchboard to record energy consumption
of the different building services so as to monitor and
minimize energy wastages.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
26
Property Portfolio
Singapore Residential Properties
Artists impression of Mon Jervois.
The Trizon
The Trizon, with a total land area of 195,000 square feet
is located off Holland Road in the Mount Sinai area. It is
a freehold development which comprises three 24-storey
blocks of 289 apartments with full condominium facilities.
The Trizon obtained the Certificate of Statutory Completion
in November 2012. As at end of January 2013, the project
was 94% sold.
Archipelago
Situated at the edge of Bedok Reservoir Park, this 491,080
square feet site houses a 5-storey condominium with 553
apartments and 24 strata-houses. This 50:50 joint venture
project with UOL Group Limited, was launched in December
2011 and as at end of 2012, the project was fully sold. TOP
is expected to be obtained in 2016.
Mon Jervois
Located in District 10, the 96,423 square feet site is in
the vicinity of embassies and Good Class Bungalows in
Jervois Road and Bishopgate. The five-storey boutique
development with 109 units is expected to be launched in
the second quarter of 2013.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
Farrer Drive Project
The 67,471 square feet site which is located close to
the city centre, is nestled in the lush greeneries of private
residential enclave and within 2 km of two top primary
schools, Nanyang Primary School and Raffles Girls
Primary School. The development comprises three
8-storey blocks with 106 units and is expected to be
launched in third quarter of 2013.
Bright Hill Drive Project
Located at Bright Hill Drive, the 144,636 square feet
site along Upper Thomson Road, is within 200 metres
from the designated Upper Thomson MRT Station and
Ai Tong Primary School. The Group acquired this site in
joint venture with UOL Group Limited on 50:50 basis.
The high-rise development comprises 435 apartments
and 10 strata houses with condominium facilities. The
project is slated to be launched in third quarter of 2013.
Alexandra View Project
The 69,980 square feet site which is located at Alexandra
View is within walking distance to the Redhill MRT Station
and close to Orchard Road and the Central Business
District. The iconic high-rise development comprises
approximately 400 units and is expected to be launched
in the fourth quarter of 2013.

Overseas Investments, China
The Excellency, Chengdu. Artists impression of Shanghai Chang Feng Project.
The Excellency, Chengdu
The 7,566 square metres site is situated close to the
popular Chun Xi Road shopping belt in Dacisi Road.
It has a saleable area of approximately 54,000 square
metres inclusive of 3,300 square metres of shopping
commercial space and two 51-storey residential blocks.
The development, which is wholly-owned by the Group,
was completed in the second quarter of 2012 with 74%
sold as at 31 December 2012.
27
Shanghai Chang Feng Project
The project is jointly owned by a consortium comprising
Singland China Holdings Pte. Ltd., (a subsidiary of UIC
Group), UOL Capital Investments Pte. Ltd., (a subsidiary
of UOL Group Limited) and Peak Star Pte. Ltd.,
(a subsidiary of Kheng Leong Company (Private) Limited),
with shareholdings of 30%, 40% and 30% respectively.
Situated within the Chang Feng Ecological Business Park,
about 5 kilometres to the north-east of the Hongqiao
Transportation Hub and less than 10 kilometres from the
Bund, the site has a total land area of approximately 39,540
square metres. The proposed mixed-use development
comprising residential and retail components has 70 years
tenure for the residential and 40 years tenure for the retail
component.
Construction is expected to commence in the second
quarter of 2013.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
28
Property Portfolio
Overseas Investments, China
The Westin Tianjin.
The Westin Tianjin
The Westin Tianjin hotel, situated in Heping district central
business area, has 275 guest rooms, 7 food and beverage
outlets which offer a variety of cuisines and a 1,265 metres
of event space comprising a ballroom, exhibit space,
conference/meeting rooms, and banquet facilities. The
Westin Tianjin has built a good reputation among business
travellers and was awarded Best Business Hotel in Tianjin
for 3 consecutive years since 2010 by the Business
Travelers Magazine. The hotel had an average occupancy
of 68% with average room rate at RMB 807 for 2012.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
Sheraton Tianjin Hotel.
Sheraton Tianjin Hotel
Situated in Hexi District, south-west of Tianjin City, Sheraton
Tianjin has a total of 296 rooms which comprises 240
guest rooms and 56 serviced apartments. Being amongst
the first few internationally branded hotels to make an
entry in Tianjin City, it has been in the market for more than
2 decades. During the year, the hotel registered an average
occupancy of 70% with an average room rate of RMB 684.
The Group has a 36% interest in the hotel.
Beijing Landmark Towers
The Group has a 19.95% interest in Beijing Landmark
Towers, a mixed development comprising a hotel, an
apartment block and 2 office towers. The Group received
$2.1 million of dividend from this investment in 2012.

Trading and Services
Information Technology
The Management Team of UIC Technologies Group.
UIC Technologies Pte Ltd
For the year ended 31 December 2012, UIC Technologies
Groups (UICT) revenue decreased by 9% to $73.4 million
as compared with the same period last year resulting in
pre-tax profit decreasing by 31% ($0.9 million) to $1.9
million. The uncertain global economy in 2012 resulted in
slower rollout of IT projects and hardware refresh in the
corporate sector.
29
UICTech Group will continue to strive to maintain its
preferred IT Solutions and Service Provider status in
Singapore. It will continue to leverage its strength and
strong strategic alliances with key IT vendors with include
HP, Microsoft, Dell, Lenovo, Symantec and VMware
to expand its offerings which include cloud computing
services in Education, Healthcare, Financial Services and
mid-size Enterprises.
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
30
Human Resource
Heritage Hunt to promote staff bonding.
As the UIC Group values employees, its employment
policies and practices adhere to employment standards
and keep abreast with property industry trend.
Employees are encouraged to attend training courses
and seminars to enhance their knowledge of the changing
trends and developments in the property sector as well as
in their areas of professional expertise.
As part of the Groups effort in promoting work-life harmony,
a series of ongoing Workplace Health Promotion activities
were organised during the year. These include health
talks, ergonomics exercise, cardio-fit, healthy cooking
classes and distribution of fruits. For the second time, the
Group received its Gold Award from The Health Promotion
Board which recognises organisations with commendable
UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012
BollyRobics, part of the exercise programme for staff.
Food from the Heart, a Community Development Programme.
Workplace Health Promotion programmes. Such activities
also provide opportunities for staff interaction and
cohesiveness.
To promote family bonding, social activities such as day trip
to Johor Bahru and Gardens by the Bay were organised for
employees and their families. Corporate passes are also
available for employees and their families to visit Singapore
Science Centre and IMAX Theatre.
In support of corporate and social responsibility,
employees voluntarily participated in community outreach
programme, such as at the Food from the Heart, a
charitable organisation in Singapore. The Group also
made contributions to several community and charitable
organisations during the year.
 31

Property Activities Summary

As at 31 December 2012

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

Subsidiary Companies'
Investment Properties
Stamford Court 2,072 7,264 5,990 36 100 87
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 90 398

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 80 1,480
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 80 503
A 29-storey office building with (inclusive of (UIC Groups
3,336 sq m in interest in SGX
two basements of car parking space
SGX Centre 1) Centre 1 & 2)
located at 4 Shenton Way
Clifford Centre 3,343 37,267 25,470 268 80 527
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 80 1,046
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 80 86
and Tampines Plaza 2,613 10,965 8,397 79 80 85
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 42 935
3 Hotels and two investment properties, (In respect
a 4-storey Retail Mall (comprising fashion of retail mall
boutiques, department store, eating and and office
building only)
entertainment outlets, food court, cinemas,
bowling alley and car park) and a six-storey
office building (Marina Bayfront)
Proposed commercial 6,778 30,933 25,714 588 100 339
redevelopment
(at former location of UIC Building)
This is a part of a mixed development
(residential/commercial building) with the residential
component, V on Shenton classified under
properties held for sale

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

32

Property Activities Summary

As at 31 December 2012

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

Associated Companys
Investment Property
Novena Square 16,673 70,010 57,197 491 16 1,083
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 Floor Expected
Site Area Area Year of Percentage of
Tenure (sq metres) (sq metres) TOP Shareholding

Subsidiary and Associated Companies, and

Joint Ventures Properties Held For Sale
Completed in 2012
The Trizon Freehold 18,153 38,122 2012 80
289-unit condominium at Ridgewood Close
The Excellency, Chengdu Leasehold 7,566 77,000 2012 80
Two towers of 51 storeys each with 3 basement
car parks at the junction of Dacisi Road and
Tian Xian Qiao Road North
Under Development
Archipelago Leasehold 45,623 63,873 2016 40
577-unit condominium development
at Bedok Reservoir Road
V on Shenton Leasehold 6,778 55,850 2017 100
510-unit condominium development at Shenton Way
This is a part of a mixed development (residential/commercial
building) with the commercial component classified under
investment properties
Shanghai Chang Feng Project Leasehold 39,540 85,800 2016 24
398-unit condominium development at No. 11 plot,
Danba Road/Tongpu Road, Changfeng Area,
Putuo District, Shanghai
Mon Jervois Leasehold 8,958 12,542 2016 80
109-unit condominium development at Jervois Road
Development site at Farrer Drive Leasehold 6,268 10,030 2016 80
106-unit condominium development at Farrer Drive
Development site at Bright Hill Drive Leasehold 13,437 37,624 2017 40
445-unit condominium development at Bright Hill Drive
Development site at Alexandra View Leasehold 6,501 31,857 2017 80
400-unit condominium development at Alexandra View

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 33

Financial Report Contents

34 Directors Report
40 Statement by Directors
41 Independent Auditors Report
43 Consolidated Income Statement
44 Consolidated Statement of Comprehensive Income
45 Statements of Financial Position
46 Consolidated Statement of Changes in Equity
47 Consolidated Statement of Cash Flows
49 Notes to the Financial Statements

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

34

Directors Report
For the financial year ended 31 December 2012

The directors present their report to the members together with the audited financial statements of the Group for the
financial year ended 31 December 2012 and the statement of financial position of the Company as at 31 December 2012.

Directors

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
Wee Ee Lim
Yang Soo Suan (Appointed on 27 April 2012)
Alvin Yeo Khirn Hai

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 35

Directors Report
For the financial year ended 31 December 2012

Directors interests in shares or debentures

(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 director is

director or nominee deemed to have an interest

At 31.12.2012 At 1.1.2012 At 31.12.2012 At 1.1.2012

United Industrial Corporation
Limited (UIC)
(Ordinary shares)
Wee Cho Yaw 1,857,000 1,857,000 664,140,565 658,112,565
John Gokongwei, Jr. - - 497,245,000 497,195,000
Lim Hock San 22,000 22,000 - -
Hwang Soo Jin 300,000 300,000 - -

Singapore Land Limited

(Ordinary shares)
John Gokongwei, Jr. - - 329,207,384 323,565,384
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 31.12.2012 At 1.1.2012
Lim Hock San 870,000 770,000

(c) Except for Dr. John Gokongwei, Jr., who has a deemed interest in 502,245,000 UIC shares as at 21 January 2013,
there was no change in any of the above-mentioned directors interests between the end of the financial year and
21 January 2013.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

36

Directors Report
For the financial year ended 31 December 2012

Directors contractual benefits

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 30.

Share options

UIC SHARE OPTION SCHEME

(a) The UIC Share Option Scheme (ESOS) to subscribe for ordinary shares of the Company, was approved by the
shareholders of the Company on 18 May 2001. The ESOS 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 share capital
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 (SGXST) for five market days immediately preceding the date of the offer.

(b) The aggregate number of options granted to an executive director Lim Hock San and to key executives of
the Company and its subsidiaries since the initial grant of options on 5 March 2007 up to 31 December 2012
is 6,922,000.

Details of the options granted for financial years from 2007 up to 2011 have been set out in the Directors Report
for the respective financial years.

On 27 February 2012, the Company granted options to subscribe for 934,000 shares at an exercise price of $2.73
per ordinary share (2012 Options).

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 37

Directors Report
For the financial year ended 31 December 2012

Share options (continued)

UIC SHARE OPTION SCHEME (continued)

The details of the 2012 Options granted are as follows:

At exercise
Number of price of $2.73
employees per share
Executive Director, Lim Hock San 1 100,000
Key Executives 15 834,000
16 934,000

(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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

38

Directors Report
For the financial year ended 31 December 2012

Share options (continued)

UIC SHARE OPTION SCHEME (continued)

(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:

Aggregate
Granted in Aggregate granted since exercised since Aggregate
the financial year ended commencement of ESOS commencement of outstanding
31.12.2012 to 31.12.2012 ESOS to 31.12.2012 as at 31.12.2012
100,000 870,000 Nil 870,000

(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.

(e) During the financial year, 300,000 shares of the Company were issued upon the exercise of options as follows:

By holders of Number of shares Exercise price per share

2009 Options 104,000 $1.07
2010 Options 196,000 $2.03
300,000

(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 in outstanding price per Date of
options at 1.1.2012 2012 exercised 2012 at 31.12.2012 share expiry

5.3.2007 1,782,000 - - (144,000) 1,638,000 $2.70 4.3.2017

10.3.2008 804,000 - - (48,000) 756,000 $2.91 9.3.2018
4.5.2009 338,000 - (104,000) (8,000) 226,000 $1.07 3.5.2019
26.2.2010 584,000 - (196,000) (16,000) 372,000 $2.03 25.2.2020
1.3.2011 824,000 - - (35,000) 789,000 $2.78 28.2.2021
27.2.2012 - 934,000 - - 934,000 $2.73 26.2.2022
4,332,000 934,000 (300,000) (251,000) 4,715,000

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 39

Directors Report
For the financial year ended 31 December 2012

Audit Committee

The Audit Committee comprises four non-executive directors, namely, Yang Soo Suan (Chairman), James L. Go, Hwang
Soo Jin and Alvin Yeo Khirn Hai, 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.

Independent auditor

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

8 February 2013

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

40

Statement by Directors
For the financial year ended 31 December 2012

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 43 to 103 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 2012 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

8 February 2013

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 41

Independent Auditors Report

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 43 to 103, which comprise the consolidated statement of financial
position of the Group and statement of financial position of the Company as at 31 December 2012, the consolidated
income statement, statement of comprehensive income, statement of changes in equity and statement of cash
flows of the Group for the financial 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 the 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 2012, and of the
results, changes in equity and cash flows of the Group for the financial year ended on that date.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

42

Independent Auditors Report

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, 8 February 2013

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 43

Consolidated Income Statement

For the financial year ended 31 December 2012

2012 2011
Note $000 $000
(restated)
Revenue 4 711,488 805,504
Cost of sales 5 (411,112) (451,774)
Gross profit 300,376 353,730

Investment income 6 4,741 3,080

Other gains/(losses) - net 2,801 1,590
Selling and distribution costs (33,769) (19,407)
Administrative expenses (19,557) (19,214)
Finance expenses (3,112) (5,566)
Share of results of associated companies 68,767 43,650
Share of results of joint ventures - (500)
320,247 357,363
Fair value gain on investment properties 16 247,327 21,366
Profit before income tax 7 567,574 378,729

Income tax expense 8 (43,788) (50,981)

Net profit 523,786 327,748

Attributable to:
Equity holders of the Company 9 391,555 195,357
Non-controlling interests 132,231 132,391
523,786 327,748

Basic/Diluted earnings per share attributable to

equity holders of the Company
(expressed in cents per share) 10 28.4 cents 14.2 cents

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

44

Consolidated Statement of Comprehensive Income

For the financial year ended 31 December 2012

2012 2011
$000 $000
(restated)
Net profit
Other comprehensive (expense)/income items: 523,786 327,748
Net exchange differences on translation of financial statements of foreign entities (15,435) 14,578
Total comprehensive income 508,351 342,326

Total comprehensive income attributable to:

Equity holders of the Company 380,519 205,461
Non-controlling interests 127,832 136,865
508,351 342,326

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 45

Statements of Financial Position

As at 31 December 2012

The Group The Company

2012 2011 2010 2012 2011
Note $000 $000 $000 $000 $000
(restated) (restated)
ASSETS
Non-current assets
Other receivables 11 153,059 73,381 4,305 1,167,912 1,231,507
Available-for-sale financial assets 12 12,045 12,045 12,045 - -
Investments in associated companies 13 427,038 382,348 235,260 - -
Investments in joint ventures 14 - - - - -
Investments in subsidiary companies 15 - - - 1,227,119 1,227,519
Investment properties 16 5,485,300 5,219,900 5,458,000 - -
Property, plant and equipment 17 541,885 479,774 491,518 680 737
6,619,327 6,167,448 6,201,128 2,395,711 2,459,763
Current assets
Cash and cash equivalents 18 108,473 100,052 140,028 912 565
Properties held for sale 19 779,298 878,932 491,581 - -
Trade and other receivables 20 97,715 96,479 182,468 1,126 1,405
Inventories 1,967 1,995 2,561 - -
987,453 1,077,458 816,638 2,038 1,970

Total assets 7,606,780 7,244,906 7,017,766 2,397,749 2,461,733

LIABILITIES
Current liabilities
Trade and other payables 21 183,678 273,971 256,312 3,173 3,252
Current income tax liabilities 8 77,303 85,513 83,729 - 696
Borrowings 22 586,791 744,205 649,675 443,870 505,425
847,772 1,103,689 989,716 447,043 509,373

Non-current liabilities
Trade and other payables 21 49,845 54,412 50,245 151,162 154,518
Borrowings 22 269,880 41,440 114,741 - -
Deferred income tax liabilities 23 50,640 65,241 79,937 - -
370,365 161,093 244,923 151,162 154,518
Total liabilities 1,218,137 1,264,782 1,234,639 598,205 663,891

NET ASSETS 6,388,643 5,980,124 5,783,127 1,799,544 1,797,842

EQUITY
Capital and reserves attributable
to equity holders of the Company
Share capital 24 1,401,892 1,401,382 1,400,927 1,401,892 1,401,382
Reserves 3,282,024 2,906,850 2,705,567 397,652 396,460
4,683,916 4,308,232 4,106,494 1,799,544 1,797,842
Non-controlling interests 1,704,727 1,671,892 1,676,633 - -
TOTAL EQUITY 6,388,643 5,980,124 5,783,127 1,799,544 1,797,842

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

46

Consolidated Statement of Changes in Equity

For the financial year ended 31 December 2012

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

2012
Balance at 1 January 2012
- as previously reported 1,401,382 2,496,524 29,382 12,597 3,939,885 1,549,174 5,489,059
- effect of adopting FRS 12 - 368,347 - - 368,347 122,718 491,065
Balance at 1 January 2012,
as restated 1,401,382 2,864,871 29,382 12,597 4,308,232 1,671,892 5,980,124
Total comprehensive income/
(expense) - 391,555 - (11,036) 380,519 127,832 508,351
Employee share option
scheme
- value of employee
services - - - 725 725 - 725
- proceeds from shares
issued 510 - - - 510 - 510
Effect of purchase of shares
from non-controlling
shareholders - 35,272 - - 35,272 (66,339) (31,067)
Dividends paid - (41,342) - - (41,342) (28,658) (70,000)
Balance at 31 December 2012 1,401,892 3,250,356 29,382 2,286 4,683,916 1,704,727 6,388,643

2011
Balance at 1 January 2011
- as previously reported 1,400,927 2,295,649 29,382 1,924 3,727,882 1,551,856 5,279,738
- effect of adopting FRS 12 - 378,612 - - 378,612 124,777 503,389
Balance at 1 January 2011,
as restated 1,400,927 2,674,261 29,382 1,924 4,106,494 1,676,633 5,783,127
Total comprehensive income - 195,357 - 10,104 205,461 136,865 342,326
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
- as previously reported - 28,051 - - 28,051 (84,553) (56,502)
- effect of adopting FRS 12 - 8,536 - - 8,536 (8,536) -
- 36,587 - - 36,587 (93,089) (56,502)
Dividends paid - (41,334) - - (41,334) (48,517) (89,851)
Balance at 31 December 2011 1,401,382 2,864,871 29,382 12,597 4,308,232 1,671,892 5,980,124

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 47

Consolidated Statement of Cash Flows

For the financial year ended 31 December 2012

2012 2011
$000 $000
(restated)
Cash flows from operating activities
Profit before income tax 567,574 378,729
Adjustments for:
Depreciation of property, plant and equipment 23,944 22,341
Employee share option expense 725 569
Loss on disposal of property, plant and equipment 370 116
Share of results of associated companies (68,767) (43,650)
Share of results of joint ventures - 500
Fair value gain on investment properties (247,327) (21,366)
Investment income (4,741) (3,080)
Interest expense 3,112 5,566
Unrealised currency translation differences (1,717) 832
Operating cash flow before working capital changes 273,173 340,557

Change in operating assets and liabilities:

Properties held for sale 105,414 68,882
Inventories 28 566
Trade and other receivables (1,235) 69,978
Trade and other payables (104,030) 22,373
Cash generated from operations 273,350 502,356

Interest paid (10,775) (10,077)

Income tax paid (65,879) (64,619)
Net cash provided by operating activities 196,696 427,660

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

48

Consolidated Statement of Cash Flows

For the financial year ended 31 December 2012

2012 2011
Note $000 $000
(restated)
Cash flows from investing activities
Purchase of property, plant and equipment (83,409) (4,630)
Proceeds from disposal of property, plant and equipment 48 30
Upgrading of investment properties (10,126) (10,663)
Redevelopment of an investment property (5,953) (182,964)
Repayment of loan by an associated company - 3,072
Loans to joint ventures (77,812) (71,243)
Investments in associated companies - (94,852)
Investment in a joint venture - (500)
Dividends received from unquoted equity investments 2,229 1,665
Dividends received from associated companies 15,635 15,810
Interest received 644 1,308
Net cash used in investing activities (158,744) (342,967)

Cash flows from financing activities

Repayment of borrowings (165,595) (239,780)
Proceeds from borrowings 236,621 261,009
Bank deposits pledged as security for bank borrowing (5,570) -
Proceeds from issue of shares 510 455
Purchase of shares from non-controlling shareholders (31,067) (56,502)
Dividends paid to shareholders (41,342) (41,334)
Dividends paid to non-controlling shareholders (28,658) (48,517)
Net cash used in financing activities (35,101) (124,669)

Net increase/(decrease) in cash and cash equivalents 2,851 (39,976)

Cash and cash equivalents at beginning of financial year 100,052 140,028
Cash and cash equivalents at end of financial year 18 102,903 100,052

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 49

Notes to The Financial Statements

For the financial year ended 31 December 2012

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)
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 certain critical accounting
estimates and assumptions. The 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.

Interpretations and amendments to published standards effective in 2012

On 1 January 2012, the Group adopted the new or amended FRS and Interpretations to FRS (INT FRS) that are
mandatory for application for the financial year. 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 accounting
policies of the Group and the Company and had no effect on the amounts reported for the current or prior financial
years, except as disclosed below.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

50

Notes to The Financial Statements

For the financial year ended 31 December 2012

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.1 Basis of preparation (continued)

Interpretations and amendments to published standards effective in 2012 (continued)

The Group has adopted the amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets on 1
January 2012. The amended FRS 12 has introduced a presumption that an investment property measured
at fair value is recovered entirely by sale. The amendment, effective for annual periods beginning on or after
1 January 2012, is to be applied retrospectively.

Previously, the Group accounted for deferred tax on fair value gains on investment property on the basis that the
asset would be recovered through use. Upon adoption of the amendment, such deferred tax is measured on the
basis of recovery through sale.

The effects on adoption are as follows:

Increase/(Decrease)
2012 2011 2010
$000 $000 $000
Consolidated statement of financial position as at 31 December:
Investments in associated companies 9,602 3,378 1,935
Deferred income tax liabilities (529,733) (487,687) (501,454)
Retained earnings 412,270 368,347 378,612
Non-controlling interests 127,065 122,718 124,777

Consolidated income statement for the financial year

ended 31 December:
Share of results of associated companies 6,224 1,443
Income tax expense (42,046) 13,767
Non-controlling interests 10,305 6,477

Basic and diluted earnings per share for the financial year
ended 31 December (cents per share) 2.8 cents (1.3) cents

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 51

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 services fees

Property services fees are recognised when the services are rendered.

(f) Interest income

Interest income is recognised on a time proportion basis using the effective interest method.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

52

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 of the
fair value 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 53

Notes to The Financial Statements

For the financial year ended 31 December 2012

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3 Group accounting (continued)

(a) Subsidiary companies (continued)

(ii) Acquisitions (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 identifiable net 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 identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the identifiable net 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 equity interest in the entity is remeasured at fair value. The difference between the carrying
amount of the retained interest 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

54

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 investments. When the Groups share of losses in an
associated company or joint venture equals to 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 transactions provide 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 55

Notes to The Financial Statements

For the financial year ended 31 December 2012

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

56

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 sum of the
consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair
value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net 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 investment 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 57

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 the 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 such investments, the difference
between disposal proceeds and the carrying amounts of the investments are recognised in the income statement.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

58

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 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 any 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 recognised in the income statement.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

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Notes to The Financial Statements

For the financial year ended 31 December 2012

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

60

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 previously recognised 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 61

Notes to The Financial Statements

For the financial year ended 31 December 2012

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.11 Financial assets (continued)

(e) Impairment (continued)

(i) Loans and receivables/ Held-to-maturity financial assets (continued)
The impairment allowance 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 previously 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 payables 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). Otherwise, 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

62

Notes to The Financial Statements

For the financial year ended 31 December 2012

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
used 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 analysis, 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 estimated costs of completion and selling
expenses.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 63

Notes to The Financial Statements

For the financial year ended 31 December 2012

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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.

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 except for
investment properties. Investment property measured at fair value is presumed to be recovered entirely
through sale.

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

64

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 65

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 loan forming part of the net investment of the foreign operation
is repaid, a proportionate share of the accumulated currency 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. These currency translation differences are reclassified
to the income statement on disposal or partial disposal of the entity giving rise to such 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

66

Notes to The Financial Statements

For the financial year ended 31 December 2012

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 statement of cash flows, 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, assumptions and judgements are continually evaluated and are based on historical experience and
other 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 held for sale under development (note 2.2(b)) and allowance for foreseeable
losses (note 2.7). The carrying amount of properties held for sale under development is disclosed in note 19;

(iii) the assessment of impairment of investments in associated companies and joint ventures, property, plant
and equipment (note 2.10). The carrying amounts of investments in associated companies and joint
ventures, property, plant and equipment are disclosed in notes 13, 14 and 17 respectively; and

(iv) 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 notes 8 and 23 respectively.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 67

Notes to The Financial Statements

For the financial year ended 31 December 2012

4. REVENUE

The Group
2012 2011
$000 $000
Gross rental income 270,785 287,532
Gross revenue from hotel operations 86,083 141,107
Sale of properties held for sale 271,567 287,413
Gross revenue from information technology operations 73,370 80,594
Car parking income and property services fees 9,683 8,858
711,488 805,504

5. COST OF SALES

The Group
2012 2011
$000 $000
Property operating expenses 66,478 69,422
Cost of sales from hotel operations 85,962 99,406
Cost of properties held for sale sold 192,989 211,190
Cost of sales from information technology operations 65,683 71,756
411,112 451,774

6. INVESTMENT INCOME

The Group
2012 2011
$000 $000
Interest income from:
- Bank deposits 318 96
- Amount due from an associated company 22 22
- Amounts due from joint ventures 1,844 909
- Others 328 388
2,512 1,415

Dividend income from unquoted equity investments 2,229 1,665

4,741 3,080

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

68

Notes to The Financial Statements

For the financial year ended 31 December 2012

7. PROFIT BEFORE INCOME TAX

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

The Group
2012 2011
$000 $000
Charging/(Crediting):
Auditors remuneration paid/payable to:
- Auditor of the Company 690 668
- Other auditors * 109 108
Other fees paid/payable to auditor of the Company 230 207
Wages, salaries and other payroll-related costs 49,824 55,128
Employers contribution to defined contribution plans 7,100 6,927
Share option expense 725 569
Total employee compensation 57,649 62,624
Rental expense - operating leases 931 984
Loss on disposal of property, plant and equipment 370 116
Depreciation of property, plant and equipment 23,944 22,341
Foreign exchange (gain)/loss - net (119) 143
Property tax 25,036 24,076
Utilities 19,412 20,466
Interest expense on loans 3,112 5,566
Cost of inventories recognised as an expense 71,554 82,905

* Includes the network of member firms of PricewaterhouseCoopers International Limited

8. INCOME TAXES

(a) Income tax expense

The Group
2012 2011
$000 $000
(restated)
Tax expense/(credit) attributable to profit is made up of:
- Current income tax (note (b)) 60,003 70,594
- Deferred income tax (note 23) (12,024) (15,293)
47,979 55,301

(Over)/Underprovision in prior financial years

- Current income tax (note (b)) (1,734) (4,794)
- Deferred income tax (note 23) (2,457) 474
(4,191) (4,320)

43,788 50,981

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 69

Notes to The Financial Statements

For the financial year ended 31 December 2012

8. INCOME TAXES (CONTINUED)

(a) Income tax expense (continued)

The tax expense on the Groups profit before tax differs from the theoretical amount that would arise using the
Singapore standard rate of income tax as follows:

The Group
2012 2011
$000 $000
(restated)
Profit before income tax 567,574 378,729
Less: Share of results of associated companies (68,767) (43,650)
Less: Share of results of joint ventures - 500
498,807 335,579

Tax calculated at a statutory tax rate of 17% 84,797 57,048

Effects of:
- Different tax rates in other countries 364 9
- Singapore statutory tax exemption (436) (409)
- Tax incentives (642) -
- Expenses not deductible for tax purposes 5,917 23,851
- Income not subject to tax (43,199) (25,494)
- Utilisation of previously unrecognised deferred income tax assets (693) -
- Deferred income tax assets not recognised 1,871 296
Tax expense 47,979 55,301

(b) Movements in current income tax liabilities

The Group The Company

2012 2011 2012 2011
$000 $000 $000 $000
Beginning of financial year 85,513 83,729 696 673
Currency translation differences (600) 603 - -
Income tax (paid)/refunded (65,879) (64,619) 5 23
Tax expense (note (a)) 60,003 70,594 - -
Overprovision in prior financial years (note (a)) (1,734) (4,794) (701) -
End of financial year 77,303 85,513 - 696

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

70

Notes to The Financial Statements

For the financial year ended 31 December 2012

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
2012 2011
$000 $000
(restated)
Net profit before fair value gain/(loss) on investment properties (note 10) 168,238 200,230
Fair value gain/(loss) on investment properties held by subsidiary and associated
companies net of non-controlling interests included in:
- Fair value gain on investment properties 247,327 21,366
- Share of results of associated companies 36,610 12,805
- Non-controlling interests (60,620) (39,044)
223,317 (4,873)
Net attributable profit 391,555 195,357

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 71

Notes to The Financial Statements

For the financial year ended 31 December 2012

10. EARNINGS PER SHARE (CONTINUED)

The Group
2012 2011
$000 $000
(restated)
Net profit attributable to equity holders of the Company ($000) 391,555 195,357

Weighted average number of ordinary shares in issue

for basic earnings per share (000) 1,378,077 1,377,732
Adjustment for share options (000) 260 422
Weighted average number of ordinary shares in issue
for diluted earnings per share (000) 1,378,337 1,378,154

Basic and diluted earnings per share (cents per share)

- excluding fair value gain/loss on investment properties held by subsidiary
and associated companies (note 9) 12.2 cents 14.5 cents
- including fair value gain/loss on investment properties held
by subsidiary and associated companies 28.4 cents 14.2 cents

11. OTHER RECEIVABLES

The Group The Company

2012 2011 2012 2011
$000 $000 $000 $000

Amounts due from:

- an associated company (note (a)) 771 749 - -
- joint ventures (note (b)) 151,808 72,152 - -
- subsidiary companies (note (c)) - - 1,183,336 1,246,931
Less: Allowance for impairment
in value of receivables - - (15,559) (15,559)
- - 1,167,777 1,231,372
Others 480 480 135 135
153,059 73,381 1,167,912 1,231,507

(a) Amount due from an associated company

The amount due from an associated company for the Group is unsecured, 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 an associated company approximates its fair value.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

72

Notes to The Financial Statements

For the financial year ended 31 December 2012

11. OTHER RECEIVABLES (CONTINUED)

(b) Amounts due from joint ventures

The amounts due from joint ventures for the Group are subordinated to the borrowings of the joint ventures,
not repayable within the next 12 months and are interest-bearing at floating rate. At the statement of financial
position date, the carrying amounts of amounts due from joint ventures approximate their fair values.

(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 $253,826,000 (2011: $265,513,000) 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
2012 2011
$000 $000
Unquoted equity investments 12,045 12,045

13. INVESTMENTS IN ASSOCIATED COMPANIES

The Group
2012 2011 2010
$000 $000 $000
(restated) (restated)
Unquoted equity investments, at cost 293,946 293,946 183,059
Share of post acquisition reserves 133,092 88,402 52,201
427,038 382,348 235,260

The restated summarised financial information of associated

companies, not adjusted for the proportionate ownership
interest held by the Group, is as follows:
- Assets 1,962,391 1,829,999 1,357,005
- Liabilities 427,836 504,612 536,105
- Revenues 279,278 262,826 350,864
- Net profit 269,991 143,399 150,155

Details of associated companies are included in note 34.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 73

Notes to The Financial Statements

For the financial year ended 31 December 2012

14. INVESTMENTS IN JOINT VENTURES

The Group
2012 2011
$000 $000
Unquoted equity investments, at cost 500 500
Share of post acquisition reserves (500) (500)
- -

The summarised financial information of joint ventures, based on the

proportionate ownership interest held by the Group, is as follows:
- Assets 303,017 174,623
- Liabilities 303,017 174,623
- Revenues 54,759 -
- Net loss - 500

A subsidiary company of the Group has provided several undertakings on cost overrun, interest shortfall, security
margin and project completion on a joint venture basis in respect of term loans drawn down by the joint ventures.
As at 31 December 2012, the total outstanding term loans was $289,000,000 (2011: $195,000,000).

Details of joint ventures are included in note 34.

15. INVESTMENTS IN SUBSIDIARY COMPANIES

The Company
2012 2011
$000 $000
Unquoted equity investments, at cost 1,230,212 1,229,212
Less: Allowance for impairment in value of investments (3,093) (1,693)
1,227,119 1,227,519

Details of subsidiary companies are included in note 34.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

74

Notes to The Financial Statements

For the financial year ended 31 December 2012

16. INVESTMENT PROPERTIES

The Group
2012 2011
$000 $000
Completed leasehold properties, at valuation:
Beginning of financial year 4,951,900 5,458,000
Reclassify to property under development - (268,000)
Reclassify to properties held for sale - (454,000)
Redevelopment of an investment property - 183,871
Upgrading 10,126 10,663
Fair value gain 184,274 21,366
End of financial year 5,146,300 4,951,900

Property under development, at valuation:

Beginning of financial year 268,000 -
Additions 7,947 -
Fair value gain 63,053 -
Reclassify from completed leasehold properties - 268,000
End of financial year 339,000 268,000

5,485,300 5,219,900

Borrowing costs of $1,994,000 (2011: $907,000) for the redevelopment of an investment property were capitalised
during the financial year. A capitalisation rate of 1.0% to 1.1% (2011: 0.9% to 1.1%) per annum was used in 2012,
representing the borrowing costs of the loans used to finance the project.

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

Unexpired
Name of building/ Tenure term of
location Description of land lease
Stamford Court 4-storey office building with shops on a land 99-year lease 81 years
61 Stamford Road area of 2,072 square metres. The net area in this from 1994
Singapore 178892 building is 5,990 square metres.

West Mall Retail and family entertainment complex on a 99-year lease 82 years
1 Bukit Batok Central Link land area of 9,890 square metres. The net area from 1995
Singapore 658713 in this complex is 17,042 square metres.

Singapore Land Tower 47-storey office building on a land area of 5,064 999-year 813 years
50 Raffles Place square metres. The net area in this building is lease from
Singapore 048623 57,500 square metres. 1826

Clifford Centre 29-storey shopping cum office building on a land 999-year 813 years
24 Raffles Place area of 3,343 square metres. The net area in this lease from
Singapore 048621 building is 25,470 square metres. 1826

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 75

Notes to The Financial Statements

For the financial year ended 31 December 2012

16. INVESTMENT PROPERTIES (CONTINUED)

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

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

SGX Centre 2 29-storey office building on a land area of 2,970 99-year lease 82 years
4 Shenton Way square metres. The net area in this building from 1995
Singapore 068807 (inclusive of 3,336 square metres in SGX Centre 1)
is 25,800 square metres.

Abacus Plaza 8-storey office building on a land area of 2,614 99-year lease 83 years
3 Tampines Central 1 square metres. The net area in this building is from 1996
Singapore 529540 8,397 square metres.

Tampines Plaza 8-storey office building on a land area of 2,613 99-year lease 83 years
5 Tampines Central 1 square metres. The net area in this building is from 1996
Singapore 529541 8,397 square metres.

Marina Square Retail Mall 4-storey retail mall with a retail underpass. The 99-year lease 67 years
6 Raffles Boulevard net area in this building is 61,954 square metres. from 1980
Singapore 039594

Marina Bayfront 6-storey office building. The net area in this 99-year lease 67 years
2 Raffles Link building is 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

76

Notes to The Financial Statements

For the financial year ended 31 December 2012

16. INVESTMENT PROPERTIES (CONTINUED)

(b) The Groups property under development is as follows:

Unexpired
Tenure term of
Location of site Description of land lease
5 Shenton Way A proposed development comprising 99-year lease 98 years
Singapore 068808 commercial space with a gross floor area of from 2011
30,933 square metres. This is part of a mixed
development with the residential component,
V on Shenton, 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.
In determining the fair value, the valuers have used valuation techniques which involve certain estimates. Key
assumptions used in determining the fair value of the investment properties include capitalisation rates, estimated
rental rates, gross development value and construction cost.

Investment properties are leased to non-related parties under operating leases (note 28(c)).

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 77

Notes to The Financial Statements

For the financial year ended 31 December 2012

17. PROPERTY, PLANT AND EQUIPMENT

Furniture,
Leasehold fittings
land and Plant and and office Motor Renovations
building machinery equipment vehicles in progress Total
$000 $000 $000 $000 $000 $000

The Group

2012
Cost
Beginning of financial year 395,645 41,823 111,362 1,231 2,462 552,523
Currency translation differences (2,069) (1,784) (2,959) (33) - (6,845)
Additions - 1,352 1,153 3 89,958 92,466
Transfer in/(out) - 12,094 80,080 - (92,174) -
Disposals (289) (52) (17,260) - - (17,601)
End of financial year 393,287 53,433 172,376 1,201 246 620,543

Accumulated depreciation
Beginning of financial year 25,725 5,976 40,578 470 - 72,749
Currency translation differences (97) (213) (539) (3) - (852)
Depreciation charge 6,112 2,539 15,204 89 - 23,944
Disposals (21) - (17,162) - - (17,183)
End of financial year 31,719 8,302 38,081 556 - 78,658

Net book value

End of financial year 361,568 45,131 134,295 645 246 541,885

2011
Cost
Beginning of financial year 393,563 41,585 109,826 1,374 156 546,504
Currency translation differences 2,082 1,794 2,977 33 - 6,886
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 differences 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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

78

Notes to The Financial Statements

For the financial year ended 31 December 2012

17. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Furniture, fittings
and office
equipment Motor vehicles Total
$000 $000 $000

The Company

2012
Cost
Beginning of financial year 681 237 918
Additions 60 - 60
Disposals (3) - (3)
End of financial year 738 237 975

Accumulated depreciation
Beginning of financial year 134 47 181
Depreciation charge 70 47 117
Disposals (3) - (3)
End of financial year 201 94 295

Net book value

End of financial year 537 143 680

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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 79

Notes to The Financial Statements

For the financial year ended 31 December 2012

18. CASH AND CASH EQUIVALENTS

The Group The Company

2012 2011 2012 2011
$000 $000 $000 $000
Cash at bank and on hand 72,552 63,263 912 565
Short-term bank deposits 35,921 36,789 - -
108,473 100,052 912 565

Included in cash and cash equivalents of the Group, are amounts of $34,371,000 (2011: $11,188,000) 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.).

For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise
the following:

The Group
2012 2011
$000 $000
Cash and cash equivalents (as above) 108,473 100,052
Less: Bank deposits pledged (5,570) -
Cash and cash equivalents per consolidated statement of cash flows 102,903 100,052

Bank deposits are pledged as security for certain borrowing (note 22(b)(ii)).

19. PROPERTIES HELD FOR SALE

The Group
2012 2011
$000 $000
Properties held for sale accounted for using the completion of construction method 90,233 139,337
Properties held for sale accounted for using the percentage of completion method 689,065 739,595
779,298 878,932

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

80

Notes to The Financial Statements

For the financial year ended 31 December 2012

19. PROPERTIES HELD FOR SALE (CONTINUED)

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

The Group
2012 2011
$000 $000
Cost 795,442 974,134
Add: Development profits recognised on percentage of completion method - 83,849
Less: Progress billings (106,377) (318,388)
689,065 739,595

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.

Borrowing costs of $4,835,000 (2011: $2,236,000) were capitalised during the financial year. A capitalisation rate
of 1.0% to 1.7% (2011: 0.8% to 7.2%) per annum was used in 2012, representing the borrowing costs of the loans
used to finance the projects.

Details of the Groups properties held for sale are as follows:

Percentage of
completion at
31.12.2012/ Groups
Expected year of Site area/Gross effective
Property Title completion floor area (sqm) interest %
The Excellency (Chengdu) Leasehold 100%/2012 7,566/77,000 80
The Trizon Freehold 100%/2012 18,153/38,122 80
Mon Jervois Leasehold Nil/2016 8,958/12,542 80
Development site at Farrer Drive Leasehold Nil/2016 6,268/10,030 80
Development site at Alexandra View Leasehold Nil/2017 6,501/31,857 80
V on Shenton Leasehold Nil/2017 */55,850 100

* 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 81

Notes to The Financial Statements

For the financial year ended 31 December 2012

20. TRADE AND OTHER RECEIVABLES

The Group The Company

2012 2011 2012 2011
$000 $000 $000 $000
Trade receivables 33,107 30,612 - -
Less: Allowance for impairment of receivables (1,263) (2,099) - -
31,844 28,513 - -

Accrued receivables 49,751 24,081 - -

Deposits 920 750 333 496
Prepaid taxes 2,200 8,166 - -
Prepayments 1,138 12,167 - -
Other receivables 11,862 22,802 793 909
97,715 96,479 1,126 1,405

Accrued receivables represent the balance of sales consideration to be billed for properties held for sale that has
obtained Temporary Occupation Permit.

21. TRADE AND OTHER PAYABLES

The Group The Company

2012 2011 2012 2011
$000 $000 $000 $000
(a) Current
Monies received in advance 33,913 106,367 - -
Rental deposits 24,616 22,852 - -
Trade payables 50,210 75,886 299 420
Other payables 7,443 10,258 536 495
Accrued operating expenses 67,496 58,608 2,338 2,337
183,678 273,971 3,173 3,252

(b) Non-current
Rental deposits 48,221 52,788 - -
Amounts due to an associated company 1,624 1,624 1,624 1,624
Amounts due to subsidiary companies - - 149,538 152,894
49,845 54,412 151,162 154,518

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

82

Notes to The Financial Statements

For the financial year ended 31 December 2012

22. BORROWINGS

The Group The Company

2012 2011 2012 2011
Note $000 $000 $000 $000
(a) Current
Short-term bank loans (unsecured) (i) 579,270 738,125 443,870 505,425
Term loan (secured) (ii) 2,621 - - -
Term loan (secured) (iii) 4,900 2,080 - -
Revolving credit loans (unsecured) (iv) - 4,000 - -
586,791 744,205 443,870 505,425

(b) Non-current
Term loans (secured) (ii) 160,000 - - -
Term loan (secured) (iii) 5,880 11,440 - -
Term loan (secured) (v) 30,000 30,000 - -
Revolving credit loans (secured) (v) 74,000 - - -
269,880 41,440 - -

Total borrowings 856,671 785,645 443,870 505,425

(i) The unsecured short-term loans are drawn under various uncommitted floating rate revolving credit facilities.

(ii) The term loans are secured by way of legal mortgages over certain property development projects with
carrying amounts of $250,882,000 (2011: Nil) and deposits pledged (note 18).

In respect of the non-current term loans of $160,000,000 (2011: Nil), a subsidiary company of the Group has
provided several undertakings on cost overrun, interest shortfall, security margin and projection completion.

(iii) The term loan is secured by way of a legal mortgage over certain property, plant and equipment of a subsidiary
company with carrying amounts of $96,546,000 (2011: $109,350,000).

(iv) In 2011, the revolving credit loans taken by a subsidiary company was obtained by way of a negative pledge
over all the assets of the subsidiary company.

(v) The term loan and revolving credit loans are secured by way of an open debenture and legal mortgages
over certain property, plant and equipment of a subsidiary company with carrying amounts of $443,197,000
(2011: $368,369,000). The amounts advanced under the revolving credit facilities are included as non-current
liabilities as the Group has the discretion to rollover the facilities for at least 12 months after the statement of
financial position date. For the purposes of liquidity risk disclosure (note 29(c)), the revolving credit facilities
has been classified as current as the disclosure is based on actual contractual drawdowns to be repaid within
a year.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 83

Notes to The Financial Statements

For the financial year ended 31 December 2012

22. BORROWINGS (CONTINUED)

(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 1.1% to 6.7% (2011: 1.0% to 7.2%) 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

2012 2011 2012 2011
$000 $000 $000 $000
6 months or less 856,671 755,645 443,870 505,425
6 - 12 months - 30,000 - -
856,671 785,645 443,870 505,425

23. DEFERRED INCOME TAXES

The Group
2012 2011 2010
$000 $000 $000
Deferred income tax liabilities: (restated) (restated)
- to be settled within 1 year - 11,504 22,793
- to be settled after 1 year 50,640 53,737 57,144
50,640 65,241 79,937

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

The Group
2012 2011 2010
$000 $000 $000
(restated) (restated)
Beginning of financial year
- as previously reported 552,928 581,391 465,801
- effect of adopting FRS 12 (487,687) (501,454) (386,391)
Beginning of financial year, as restated 65,241 79,937 79,410
Currency translation differences (120) 123 (6)
Credited to income statement (note 8(a)) (12,024) (15,293) (4,143)
(Over)/Underprovision in prior financial years (note 8(a)) (2,457) 474 4,676
End of financial year 50,640 65,241 79,937

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

84

Notes to The Financial Statements

For the financial year ended 31 December 2012

23. DEFERRED INCOME TAXES (CONTINUED)

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 $29,113,000 (2011: $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.

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:

The Group
Deferred income tax liabilities

Deferred Accelerated
development Fair tax
profits value gain depreciation Total
$000 $000 $000 $000
2012
Beginning of financial year
- as previously reported 11,504 513,387 28,037 552,928
- effect of adopting FRS 12 - (487,687) - (487,687)
Beginning of financial year, as restated 11,504 25,700 28,037 65,241
Currency translation differences - - (120) (120)
Credited to income statement (11,504) (420) (100) (12,024)
Overprovision in prior financial years - - (2,457) (2,457)
End of financial year - 25,280 25,360 50,640

2011 (restated)
Beginning of financial year
- as previously reported 25,843 527,574 27,974 581,391
- effect of adopting FRS 12 - (501,454) - (501,454)
Beginning of financial year, as restated 25,843 26,120 27,974 79,937
Currency translation differences - - 123 123
Credited to income statement (14,339) (420) (534) (15,293)
Underprovision in prior financial years - - 474 474
End of financial year 11,504 25,700 28,037 65,241

2010 (restated)
Beginning of financial year
- as previously reported 31,903 414,086 19,812 465,801
- effect of adopting FRS 12 - (386,391) - (386,391)
Beginning of financial year, as restated 31,903 27,695 19,812 79,410
Currency translation differences - - (6) (6)
(Credited)/Charged to income statement (6,060) (420) 2,337 (4,143)
(Over)/Underprovision in prior financial years - (1,155) 5,831 4,676
End of financial year 25,843 26,120 27,974 79,937

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 85

Notes to The Financial Statements

For the financial year ended 31 December 2012

24. SHARE CAPITAL

The Group and the Company

2012 2011
No. of No. of
ordinary ordinary
shares Amount shares Amount
000 $000 000 $000
Beginning of financial year 1,377,815 1,401,382 1,377,481 1,400,927
Shares issued 300 510 334 455
End of financial year 1,378,115 1,401,892 1,377,815 1,401,382

All issued shares are fully paid. There is no par value for these ordinary shares.

The UIC Share Option Scheme (ESOS) to subscribe for ordinary shares of the Company, was approved by the
shareholders of the Company on 18 May 2001. The ESOS 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 share capital
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 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 27 February 2012 (Offer Date), options were granted pursuant to the ESOS to the executives of the Company
and its subsidiary companies to subscribe for 934,000 ordinary shares in the Company at the exercise price of
$2.73 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;

(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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

86

Notes to The Financial Statements

For the financial year ended 31 December 2012

24. SHARE CAPITAL (CONTINUED)

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

(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:

Beginning Granted Cancelled Exercised

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

The Group and

the Company
2012
2012 Options - 934,000 - - 934,000 $2.73 26.2.2022
2011 Options 824,000 - (35,000) - 789,000 $2.78 28.2.2021
2010 Options 584,000 - (16,000) (196,000) 372,000 $2.03 25.2.2020
2009 Options 338,000 - (8,000) (104,000) 226,000 $1.07 3.5.2019
2008 Options 804,000 - (48,000) - 756,000 $2.91 9.3.2018
2007 Options 1,782,000 - (144,000) - 1,638,000 $2.70 4.3.2017
4,332,000 934,000 (251,000) (300,000) 4,715,000

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

Out of the unexercised options for 4,715,000 (2011: 4,332,000) shares, options for 2,580,000 (2011: 2,435,000)
shares are exercisable at the statement of financial position date.

The weighted average share price at the time of exercise was $2.75 (2011: $2.83) per share.

The fair value of options granted on 27 February 2012 (2011: 1 March 2011), determined using the Binomial
Valuation Model, was $887,000 (2011: $978,000). The significant inputs into the model were share price of $2.73
(2011: $2.80) at the grant date, exercise price of $2.73 (2011: $2.78), expected dividend yield of 1.10% (2011:
1.07%), standard deviation of expected share price returns of 30% (2011: 31%), the option life shown above and
annual risk-free interest rate of 1.5% (2011: 2.6%). 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 87

Notes to The Financial Statements

For the financial year ended 31 December 2012

25. DIVIDENDS

The Group and

the Company
2012 2011
$000 $000
Final tax-exempt (one-tier) dividend paid in respect of the previous financial year
of 3.0 cents per share (2011: 3.0 cents per share) 41,342 41,334

At the Annual General Meeting to be held on 26 April 2013, 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 2012, this will amount to
$41,343,000 which will be accounted for in shareholders equity as an appropriation of retained earnings in the
financial year ending 31 December 2013.

26. RETAINED EARNINGS

(a) Retained earnings of the Group included accumulated fair value gains on investment properties held by
subsidiary and associated companies net of non-controlling interests amounting to $1,249,742,000 (restated
2011: $1,026,425,000).

(b) Reserves of the Company comprise of retained earnings of $393,744,000 (2011: $393,277,000) and share
option reserve of $3,908,000 (2011: $3,183,000), of which the movement in retained earnings for the Company
is as follows:

The Company
2012 2011
$000 $000
Beginning of financial year 393,277 391,702
Total comprehensive income - net profit 41,809 42,909
Dividends paid (note 25) (41,342) (41,334)
End of financial year 393,744 393,277

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

88

Notes to The Financial Statements

For the financial year ended 31 December 2012

27. OTHER RESERVES

The Group
2012 2011
$000 $000
(a) Foreign currency reserve

Beginning of financial year 9,414 (690)

Net exchange differences on translation of financial statements of
foreign entities (11,036) 10,104
End of financial year (1,622) 9,414

(b) Share option reserve

Employee share option scheme

Beginning of financial year 3,183 2,614
Value of employee services 725 569
End of financial year 3,908 3,183

Total 2,286 12,597

28. COMMITMENTS

The Group
2012 2011
$000 $000
(a) Capital commitments
Capital expenditure contracted for but not recognised in the financial
statements in respect of:
- investment properties 139,483 1,838
- property, plant and equipment - 1,664
139,483 3,502

(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.

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
2012 2011
$000 $000
Not later than 1 year 951 979
Between 1 and 5 years 495 1,407
1,446 2,386

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 89

Notes to The Financial Statements

For the financial year ended 31 December 2012

28. COMMITMENTS (CONTINUED)

(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
2012 2011
$000 $000
Not later than 1 year 223,853 229,906
Between 1 and 5 years 233,761 254,822
Later than 5 years 1,586 -
459,200 484,728

29. 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

90

Notes to The Financial Statements

For the financial year ended 31 December 2012

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

(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).

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 (2011: 25 basis points) with all other variables
remaining constant, the profit after tax for the Group will be lower/higher by $261,000 (2011: $773,000)
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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 91

Notes to The Financial Statements

For the financial year ended 31 December 2012

29. 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 standing and 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 ventures, concentration of
credit risk relating to trade receivables is limited due to the Groups many varied customers.

As the Group and the Company do 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 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
company and joint ventures and amounts due from subsidiary 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 and accrued receivables at the statement of financial
position date is as follows:

The Group
2012 2011
$000 $000
By segment of business
Property investment 6,821 4,689
Property trading 53,649 29,854
Hotel operations 9,715 5,852
Technologies 11,410 12,199
81,595 52,594

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

92

Notes to The Financial Statements

For the financial year ended 31 December 2012

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

(b) Credit risk (continued)

(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.

(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
2012 2011
$000 $000
Past due 0 to 1 month 6,403 5,404
Past due 1 to 2 months 2,893 2,511
Past due 2 to 3 months 1,285 533
Past due over 3 months 2,124 1,345
12,705 9,793

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
2012 2011
$000 $000
Beginning of financial year 2,099 1,733
Allowance made 54 787
Allowance utilised (538) (202)
Allowance written-back (352) (219)
End of financial year 1,263 2,099

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 93

Notes to The Financial Statements

For the financial year ended 31 December 2012

29. 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 2012
Trade and other payables (149,765) (43,297) (4,924) (1,624)
Borrowings (664,858) (97,129) (105,402) -
(814,623) (140,426) (110,326) (1,624)

At 31 December 2011
Trade and other payables (167,604) (48,081) (4,707) (1,624)
Borrowings (744,997) (12,370) (30,695) -
(912,601) (60,451) (35,402) (1,624)

The Company

At 31 December 2012
Trade and other payables (3,173) (149,538) - (1,624)
Borrowings (444,074) - - -
(447,247) (149,538) - (1,624)

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

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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

94

Notes to The Financial Statements

For the financial year ended 31 December 2012

29. 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 total equity,
where debt comprises total borrowings.

The Group
2012 2011 2010
$000 $000 $000
(restated) (restated)
Debt 856,671 785,645 764,416
Total equity 6,388,643 5,980,124 5,783,127

Debt/Total equity ratio 13% 13% 13%

The Group and the Company are in compliance, where applicable, with all externally imposed capital
requirements for the financial years ended 31 December 2011 and 2012.

(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

2012 2011 2012 2011
$000 $000 $000 $000
Loans and receivables 355,909 249,579 1,169,950 1,233,477
Financial liabilities at amortised cost 1,056,281 1,007,661 598,205 663,195

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 95

Notes to The Financial Statements

For the financial year ended 31 December 2012

30. 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
2012 2011
$000 $000
Transactions with joint ventures
Marketing fee income 1,892 -
Project management fee income 330 200
Fee income for arrangement of bank loan 50 60

Transactions with a firm in which a director has an interest

Professional fee expense 77 109

(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
2012 2011
$000 $000
Directors of the Company
- Fees 625 660
- Salaries, bonus and other emoluments 1,109 1,158
- Employers contribution to defined contribution plan 11 9
- Share option expense 103 97
1,848 1,924

31. 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, project management and marketing services.
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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 Notes to The Financial Statements 96
For the financial year ended 31 December 2012

31. SEGMENT INFORMATION (CONTINUED)

Property investment Property trading Hotel operations Technologies The Group

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
(restated) (restated)
Revenue
- external sales 278,216 296,390 273,819 287,413 86,083 141,107 73,370 80,594 711,488 805,504

Segment results 207,627 230,892 57,220 59,676 (12,293) 28,271 1,895 2,761 254,449 321,600
Unallocated costs (4,598) (4,901)
Interest income 2,512 1,415
Dividend income 2,229 1,665

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

Finance expenses (3,112) (5,566)
Share of results
of associated
companies 44,071 19,002 117 1,374 24,579 23,274 - - 68,767 43,650
Share of results of
joint ventures - - - (500) - - - - - (500)
320,247 357,363
Fair value gain on
investment
properties 247,327 21,366 - - - - - - 247,327 21,366
Profit before
income tax 567,574 378,729

Segment assets 5,526,425 5,727,210 1,071,626 601,108 563,251 512,968 18,440 21,272 7,179,742 6,862,558
Investments in
associated
companies 166,646 122,575 135,763 143,866 124,629 115,907 - - 427,038 382,348
Consolidated
total assets 7,606,780 7,244,906

Other segment
items
Capital expenditure 16,668 194,516 12 7 91,821 3,104 44 630 108,545 198,257
Depreciation 323 306 10 11 23,423 21,882 188 142 23,944 22,341
 97

Notes to The Financial Statements

For the financial year ended 31 December 2012

31. 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

2012 2011 2012 2011 2010
$000 $000 $000 $000 $000
(restated) (restated)
Singapore 619,599 784,543 6,222,961 5,830,100 6,050,774
China 91,889 20,961 231,262 251,922 134,004
711,488 805,504 6,454,223 6,082,022 6,184,778

32. 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 2013 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 2013, except for FRS 113 Fair Value Measurement which provides guidance on how fair value should
be determined and which disclosures should be made on the financial statements. The Group will apply FRS 113
and provide the required disclosure from 1 January 2013.

33. 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 8 February 2013.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

98

Notes to The Financial Statements

For the financial year ended 31 December 2012

34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP

Country of
incorporation/ The Groups
Principal activities business equity holding
2012 2011
$000 $000

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 Singapore 100 100
agents

Active Building & Civil Investment holding Singapore 100 100

Construction (1985) Pte Ltd

Networld Pte Ltd Investment holding Singapore 100 100

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 90 89

Singapore Land Limited Investment holding Singapore 80 78

Gateway Land Limited Property investment Singapore 80 78

Ideal Homes Pte. Limited Property trading Singapore 80 78

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 99

Notes to The Financial Statements

For the financial year ended 31 December 2012

34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP
(CONTINUED)

Country of
incorporation/ The Groups
Principal activities business equity holding
2012 2011
$000 $000

Subsidiary companies

Realty Management Services (Pte) Ltd. Property management Singapore 80 78

agents

RMA-Land Development Private Ltd Property investment Singapore 80 78

Shing Kwan Realty (Pte.) Limited Property investment and Singapore 80 78

investment holding

Singland (Chengdu) Property trading Peoples Republic 80 78

Development Co. Ltd. # of China

Singland Development (Farrer Drive) Property trading Singapore 80 -

Pte. Ltd.

Singland Development (Jervois) Pte. Ltd. Property trading Singapore 80 -

Singland Homes (Alexandra) Pte. Ltd. Property trading Singapore 80 -

S.L. Development Pte. Limited Property investment and Singapore 80 78

investment holding

S L Prime Properties Pte Ltd Property investment Singapore 80 78

S L Prime Realty Pte Ltd Property investment Singapore 80 78

S.L. Properties Limited Property investment and Singapore 80 78

investment holding

Pothonier Singapore Pte Ltd Investment holding Singapore 80 78

Shenton Holdings Private Limited Investment holding Singapore 80 78

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

100

Notes to The Financial Statements

For the financial year ended 31 December 2012

34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP
(CONTINUED)

Country of
incorporation/ The Groups
Principal activities business equity holding
2012 2011
$000 $000

Subsidiary companies

Singland China Holdings Pte. Ltd. Investment holding Singapore 80 78

Singland Homes Pte. Ltd. Investment holding Singapore 80 -

S.L. Home Loans Pte. Ltd. Investment holding Singapore 80 78

S.L. Management Services Pte Limited Investment holding Singapore 80 78

Brendale Pte. Ltd. Property trading Singapore 63 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 Republic 51 51

and trading of China

Marina Centre Holdings Private Limited + Property development Singapore 42 42

and investment

Marina Management Services Pte Ltd + Property management Singapore 42 42

agents

Hotel Marina City Private Limited+ Hotelier Singapore 42 42

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 101

Notes to The Financial Statements

For the financial year ended 31 December 2012

34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP
(CONTINUED)

Country of
incorporation/ The Groups
Principal activities business equity holding
2012 2011
$000 $000

Associated companies

United Regency Pte Ltd Property trading Singapore 40 40

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

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

of China

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

of China

Aquamarina Hotel Private Limited Hotelier Singapore 21 21

Marina Bay Hotel Private Limited Hotelier Singapore 21 21

Novena Square Development Ltd ++ Property investment Singapore 16 16

Novena Square Investments Ltd ++ Property investment Singapore 16 16

Joint ventures

United Venture Development (Bedok) Property trading Singapore 40 39

Pte. Ltd.

UVD Pte. Ltd. Property trading Singapore 40 39

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

102

Notes to The Financial Statements

For the financial year ended 31 December 2012

34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP
(CONTINUED)

Country of
incorporation/ The Groups
business equity holding
2012 2011
$000 $000

Inactive companies
Subsidiary companies

Netpearl Sdn Bhd # Malaysia 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

Union Commodities Pte Ltd Singapore 100 100

Interpex Services Private Limited Singapore 80 78

Asian Computer Services Pte Ltd Singapore 60 60

Grocorp Assets Sdn Bhd # Malaysia 51 51

Marina Food Court Pte Ltd + Singapore 42 42

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 103

Notes to The Financial Statements

For the financial year ended 31 December 2012

34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP
(CONTINUED)

Country of
incorporation/ The Groups
business equity holding
2012 2011
$000 $000

Associated companies

CITIC-UIC Investment Pte Ltd Singapore 50 50

Kogan Investments Limited ^ British Virgin 40 39

Islands

United Venture Investment (Thomson) Pte. Ltd. Singapore 32 -

Marina Laundry Private Limited Singapore 30 29

Peak Venture Pte Ltd* Singapore 24 -

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 ventures are audited by PricewaterhouseCoopers LLP,
Singapore except for the following:

# Audited by the network of member firms of PricewaterhouseCoopers International Limited.

## Audited by Ernst & Young LLP, Singapore.
* Audited by other auditors. These companies are not considered significant associated companies under the
SGX-ST Listing Manual.
^ Not required to be audited by the law of the country of incorporation.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

104

Five Year Summary

2008 - 2012

GROUP PROFIT AND LOSS ACCOUNTS

($000) 2008 2009 2010 2011 2012
(restated) (restated) (restated) (restated)
Revenue 746,817 1,032,084 1,194,302 805,504 711,488

(Loss)/Profit before income tax (98,620) (254,212) 1,157,552 378,729 567,574

Income tax expense (59,925) (61,780) (79,032) (50,981) (43,788)
Net (loss)/profit (158,545) (315,992) 1,078,520 327,748 523,786

Attributable to:
Equity holders of the Company
- Net profit from operations 149,248 252,064 277,778 200,230 168,238
- Net fair value (loss)/gain on
investment properties (320,281) (484,130) 559,074 (4,873) 223,317
(171,033) (232,066) 836,852 195,357 391,555
Non-controlling interests 12,488 (83,926) 241,668 132,391 132,231
(158,545) (315,992) 1,078,520 327,748 523,786

Dividends proposed (net) 41,324 41,324 41,324 41,334 41,342

GROUP STATEMENTS OF FINANCIAL POSITION

($000) 2008 2009 2010 2011 2012
(restated) (restated) (restated) (restated)
Investment properties 5,248,437 4,597,500 5,458,000 5,219,900 5,485,300
Property, plant and equipment 397,531 493,071 491,518 479,774 541,885
Other non-current assets 243,977 236,275 251,610 467,774 592,142
Current assets 1,218,843 1,102,536 816,638 1,077,458 987,453
Total assets 7,108,788 6,429,382 7,017,766 7,244,906 7,606,780
Current liabilities (1,192,189) (962,689) (989,716) (1,103,689) (847,772)
Non-current liabilities (627,863) (605,600) (244,923) (161,093) (370,365)
Net assets employed 5,288,736 4,861,093 5,783,127 5,980,124 6,388,643

Share capital 1,400,927 1,400,927 1,400,927 1,401,382 1,401,892

Reserves 2,132,076 1,888,582 2,705,567 2,906,850 3,282,024
3,533,003 3,289,509 4,106,494 4,308,232 4,683,916
Non-controlling interests 1,755,733 1,571,584 1,676,633 1,671,892 1,704,727
Total equity 5,288,736 4,861,093 5,783,127 5,980,124 6,388,643

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 105

Five Year Summary

2008 - 2012

OTHER DATA
2008 2009 2010 2011 2012
(restated) (restated) (restated) (restated)
(Loss)/Profit before income tax - % of revenue (13) (25) 97 47 80

(Loss)/Profit attributable to equity holders of

the Company
- % of revenue (23) (22) 70 24 55
- % of share capital and reserves (5) (7) 20 5 8

Earnings/(Loss) per share (cents)

- excluding fair value loss/gain on
investment properties 10.8 18.3 20.2 14.5 12.2
- including fair value loss/gain on investment
properties (12.4) (16.8) 60.8 14.2 28.4

Dividends proposed
- per share (cents) 3.00 3.00 3.00 3.00 3.00
- cover (times) n.a. n.a. 20.3 4.7 9.5

Net asset value per share ($) 2.56 2.39 2.98 3.13 3.40

n.a. - Not applicable

Certain prior years figures have been restated following the adoption of Financial Reporting Standard 12 - Deferred
Tax: Recovery of Underlying Assets.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

106

Statistics of Shareholdings
As at 1 March 2013

Number of Issued and Fully Paid-up Shares: 1,378,183,220

Class of Shares: Ordinary Shares
Voting Rights: One vote per share

Distribution of Shareholdings as at 1 March 2013

No. of
Size of Shareholdings Shareholders % No. of Shares %
1 - 999 967 8.68 359,920 0.03
1,000 - 10,000 7,842 70.42 33,087,541 2.40
10,001 - 1,000,000 2,310 20.73 85,716,484 6.22
1,000,001 and above 19 0.17 1,259,019,275 91.35
Total 11,138 100 1,378,183,220 100

List of 20 Largest Shareholders as at 1 March 2013

No. Name No. of Shares %

1 UOB KAY HIAN PTE LTD 594,927,626 43.17
2 OVERSEA CHINESE BANK NOMS PTE LTD 290,052,043 21.05
3 DBS VICKERS SECS (S) PTE LTD 204,775,100 14.86
4 UNITED OVERSEAS BANK NOMINEES 84,127,122 6.10
5 DBS NOMINEES PTE LTD 25,892,493 1.88
6 CITIBANK NOMS S'PORE PTE LTD 25,325,696 1.84
7 CIMB SEC (S'PORE) PTE LTD 5,248,125 0.38
8 MERRILL LYNCH (S'PORE) P L 4,802,365 0.35
9 UOL EQUITY INVESTMENTS PTE LTD 3,485,000 0.25
10 OCBC NOMINEES SINGAPORE 3,425,269 0.25
11 HSBC (SINGAPORE) NOMS PTE LTD 3,201,217 0.23
12 SHANWOOD DEVELOPMENT PTE LTD 3,000,000 0.22
13 CHING MUN FONG 2,453,000 0.18
14 WEE CHO YAW 1,857,000 0.13
15 KI INVESTMENTS (HK) LIMITED 1,446,000 0.10
16 DBSN SERVICES PTE LTD 1,428,578 0.10
17 MAYBANK KIM ENG SECS PTE LTD 1,304,752 0.09
18 PRIMA INVESTMENT HOLDINGS (SINGAPORE) PTE LTD 1,215,000 0.09
19 PHILLIP SECURITIES PTE LTD 1,027,889 0.07
20 OCBC SECURITIES PRIVATE LTD 913,382 0.07
TOTAL 1,259,907,657 91.42

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 107

Statistics of Shareholdings
As at 1 March 2013

Substantial Shareholders Shareholdings as at 1 March 2013

Shareholdings
Shareholdings in which the
registered in the substantial
name of substantial shareholders are
shareholders or deemed to have an
nominees interest
Name No. of Shares No. of Shares %
1) UOL Equity Investments Pte Ltd 565,407,565(1) nil 41.03
2) UOL Group Limited 32,318,000 (2) 565,407,565 (2) 43.37
3) Dr Wee Cho Yaw 1,857,000 665,283,565 (3) 48.41
4) Telegraph Developments Ltd 502,245,000(4) nil 36.44

Notes:
(1) UOL Group Limited and Dr Wee Cho Yaw have deemed interests in the UIC shares held by 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 665,283,565 UIC shares is derived as follows:

UOB Kay Hian Pte Ltd

- beneficiary: UOL Group Limited 32,318,000

UOL Equity Investments Pte Ltd 3,485,000

UOB Kay Hian Pte Ltd

- beneficiary: UOL Equity Investments Pte Ltd 561,922,565

United Overseas Bank Nominees (Pte) Ltd

- beneficiary: Straits Maritime Leasing Private Ltd 61,343,000

United Overseas Bank Nominees (Pte) Ltd

- beneficiary: Haw Par Capital Pte Ltd 6,215,000

(4) JG Summit Philippines Limited, JG Summit Holdings, Inc. and Dr John Gokongwei, Jr. are deemed to have interests in the UIC
shares held by Telegraph Developments Ltd.

RULE 723 OF THE SGX-ST LISTING MANUAL

Based on the information available to the Company as at 1 March 2013, approximately 15.12% 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

108

Notice of Annual General Meeting

UNITED INDUSTRIAL CORPORATION LIMITED
(Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

NOTICE IS HEREBY GIVEN that the 51st Annual General Meeting of United Industrial Corporation Limited will be held
at 80 Raffles Place, 62nd Storey, UOB Plaza 1, Singapore 048624, on Friday, 26 April 2013 at 3.00 p.m. to transact
the following business:

As Ordinary Business

1. To receive and adopt the Directors Report and Audited Financial Statements for the financial year ended
31 December 2012 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 2012. (2011: 3.0 cents)

3. To approve Directors fees of $309,625 for the financial year ended 31 December 2012. (2011: $328,750)

4. To re-elect Mr Wee Ee Lim as a Director who will retire by rotation pursuant to Article 104 of the Articles of
Association of the Company and who, being eligible, offers himself for re-election.

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 Yang Soo Suan (See Explanatory Note 1)
(d) Mr Hwang Soo Jin (See Explanatory Note 2)
(e) Mr Antonio L. Go
(f ) Mr James L. Go (See Explanatory Note 3)
(g) Mr Gwee Lian Kheng

6. To re-appoint PricewaterhouseCoopers LLP as Auditor 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)

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 109

Notice of Annual General Meeting

UNITED INDUSTRIAL CORPORATION LIMITED
(Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

As Special Business

7. To consider and, if thought fit, to pass, with or without modifications, the following resolution as Ordinary Resolutions:

7A. 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

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

110

Notice of Annual General Meeting

UNITED INDUSTRIAL CORPORATION LIMITED
(Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

(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

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
5)

7B. 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 6).

8. 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, 25 March 2013

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

 111

Notice of Annual General Meeting

UNITED INDUSTRIAL CORPORATION LIMITED
(Company Registration No. 196300181E)
Incorporated in the Republic of Singapore

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.

Explanatory Notes:

1. Mr Yang Soo Suan, if re-appointed, will remain as the 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, 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. The Ordinary Resolution 7A 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%.

6. The Ordinary Resolution 7B 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 7B 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.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

112

Notice of Annual General Meeting

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 2012, the Share
Transfer Books and the Register of Members of the Company will be closed from 15 May 2013 to 16 May 2013, 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 2013 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 2013 will be entitled to the proposed dividends. The proposed
dividends, if approved, will be paid on 23 May 2013.

UNITED INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2012

UNITED INDUSTRIAL CORPORATION LIMITED IMPORTANT NOTES:
1. For investors who have used their CPF monies to buy shares in
(Company Registration No. 196300181E) United Industrial Corporation Limited, this Report is forwarded to them
Incorporated in the Republic of Singapore at the request of their CPF Approved Nominees and is sent solely
FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective
PROXY FORM for all intents and purposes if used or purported to be used by them.

ANNUAL GENERAL MEETING 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:-

Proportion of
Name Address NRIC/Passport No. Shareholdings (%)

and/or (delete as appropriate)

Proportion of
Name Address NRIC/Passport No. Shareholdings (%)

or failing him/her/them, the Chairman of the Meeting, as my/our proxy/proxies to attend and to vote for me/us on my/our behalf
and, if necessary, to demand a poll at the 51st Annual General Meeting of the Company to be held at 80 Raffles Place, 62nd Storey,
UOB Plaza 1, Singapore 048624 on 26 April 2013 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
4 Re-election of Mr Wee Ee Lim retiring by rotation in accordance with Article 104 of
the Companys Articles of Association
5 Re-appointment of Directors (a) Dr Wee Cho Yaw
retiring pursuant to Section 153(6) (b) Dr John Gokongwei, Jr.
of the Companies Act, Cap. 50
(c) Mr Yang Soo Suan
(d) Mr Hwang Soo Jin
(e) Mr Antonio L. Go
(f) Mr James L. Go
(g) Mr Gwee Lian Kheng
6 Re-appointment of Auditor
7A Authority for Directors to issue shares (Section 161 of the Companies Act, Cap. 50
and SGX-ST Listing Manual)
7B Authority for Directors to grant options and to allot and issue shares (pursant to the UIC
Share Option Scheme)
8 Any Other Business
* Please indicate your vote For or Against with an X within the box provided.
Total Number of Shares held
Dated this ________ day of _______________________ 2013

_______________________________________
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.
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 Artists impression of V on Shenton

UNITED INDUSTRIAL CORPORATION LIMITED

Incorporated in the Republic of Singapore

(Company Registration No. 196300181E)
24 Raffles Place #22-01/06 Clifford Centre Singapore 048621
Tel: (65) 6220 1352 Fax: (65) 6224 0278
www.uic.com.sg