12.11.2014 Views

Annual Report 2006 - Parkway Pantai

Annual Report 2006 - Parkway Pantai

Annual Report 2006 - Parkway Pantai

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

CULTIVATING GROWTH<br />

ANNUAL REPORT <strong>2006</strong>


ANNUAL REPORT <strong>2006</strong><br />

EXCEEDING EXPECTATIONS


The visual theme of this <strong>Annual</strong> <strong>Report</strong> is ‘Cultivating Growth’, which<br />

depicts the effort to nurture and nourish our business represented by the<br />

‘fruitful’ grove. The metaphor of the orchard connotes the cultivation of<br />

success and the concerted effort of our people to excel in all endeavours.<br />

BOUNTIFUL RETURNS<br />

SUSTAINED GROWTH<br />

STRATEGIC PRIORITIES<br />

<strong>Parkway</strong> is focused on People, Quality, Service, Finance and Growth.<br />

We want to be the employer of choice in the healthcare industry<br />

while delivering the finest clinical outcomes to our patients. We will<br />

provide the highest levels of service excellence to our customers<br />

while meeting and exceeding our financial plans in order to provide<br />

value to our shareholders. We are determined on growth and will<br />

do so by organic and acquisitive channels.<br />

SUSTAINED GROWTH<br />

We intend to sustain our growth momentum by exploring both<br />

organic initiatives and acquisitive ventures. <strong>Parkway</strong> is keen to<br />

expand and maintain our regional presence by increasing our<br />

regional investments, delivering more sophisticated services and<br />

procedures as well as maintaining our commitment to provide<br />

premier customer service.<br />

BOUNTIFUL RETURNS<br />

As <strong>Parkway</strong>’s reach grows and our presence throughout the region<br />

expands, our shareholders will reap the harvest with us. We believe<br />

in rewarding shareholders for their continued trust and faith in us<br />

by delivering higher value returns and superb growth prospects.<br />

STRATEGIC PRIORITIES<br />

PARKWAY HOLDINGS LIMITED


MISSION<br />

To make a difference in people’s lives through excellent patient care.<br />

VISION<br />

The global leader in value-based integrated healthcare.<br />

VALUES<br />

People above all... by treating those we serve and each other with<br />

compassion, dignity and respect.<br />

Excellence... by acting with integrity and striving for the highest quality<br />

care and service.<br />

Results... by exceeding the expectations of the people we serve and<br />

those we set for ourselves.<br />

CONTENTS<br />

Chairman’s Message/ 3 Managing Director’s Message/ 7 Global Presence/ 10 Operations Review/ 13<br />

Financial Highlights/ 19 Financial Review/ 20 Corporate Information/ 23 Board of Directors/ 24<br />

Senior Management/ 26 Financial <strong>Report</strong>/ 28<br />

ANNUAL REPORT <strong>2006</strong>


CHAIRMAN’s MESSAGE<br />

Richard Seow<br />

Chairman<br />

BRINGING PEOPLE CLOSER ,<br />

REACHING FURTHER<br />

Dear Shareholders,<br />

On behalf of the Board, I am pleased to share with you<br />

my thoughts on the highlights of the <strong>2006</strong> fiscal year<br />

leading to those of the current financial year.<br />

Beyond choice, to being global leader<br />

The year <strong>2006</strong> affirmed our position as the healthcare provider of choice for the region. <strong>Parkway</strong>’s<br />

facilities have seen an increase in contribution from our foreign patient pool. This reflects the changing<br />

trend in medical value travel as the numbers increase for higher value treatment services, while advances<br />

in technology reduce treatment costs and patients’ length of stay.<br />

We believe we made great advances to achieving our vision to be an international healthcare provider of<br />

choice. Over the past decades, <strong>Parkway</strong> has also contributed significantly towards Singapore’s reputation<br />

as a medical value destination. Our reputation in ensuring top clinical outcomes, comprehensive care<br />

and service excellence is supported by over 8,000 specialist physicians, experienced nurses and staff in<br />

our Group’s healthcare network across the region.<br />

By the end of <strong>2006</strong>, <strong>Parkway</strong>’s hospitals in Singapore enjoyed an increase of 32.3% in revenue from<br />

foreign patients. The growth was driven by higher value treatment such as transplant, cellular therapy,<br />

cancer treatment, and surgery. In 2007, our Group will focus on aligning these specialties into clinical<br />

programmes to achieve a seamless treatment strategy based on good clinical practice.<br />

Fuelled by strong performance across our business divisions, revenue increased 54% over the previous<br />

year to $868.0 million, with net profit at $70.1 million, excluding exceptional item and exchange losses.<br />

Our return on equity rose to 15.8%, up from 15.2% last fiscal year, which demonstrated the early<br />

success of our business strategies.<br />

<br />

<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


The changing trends in global healthcare markets<br />

are rapidly altering established patterns. The<br />

increase in treatment options alone suggests that<br />

<strong>Parkway</strong> will need a nimble structure to establish<br />

and entrench its leadership in medical specialty<br />

areas, while adhering to our strategy of proven<br />

approaches to ensure best clinical outcomes. This<br />

will be matched by renewed effort in branding<br />

and marketing our services worldwide.<br />

These achievements must reflect <strong>Parkway</strong>’s longer<br />

term strategic objectives and our belief in mission<br />

first, while looking after our people always.<br />

When I walk through our hospitals, I continue to<br />

feel the great passion, dedication and commitment<br />

towards making a difference in people’s lives<br />

through excellent patient care. This will be our<br />

driving force to realise our new vision in the global<br />

marketplace.<br />

Reiterating <strong>Parkway</strong>’s key commitment<br />

<strong>Parkway</strong>’s renewed vision is to be the global<br />

leader in value-based integrated healthcare, which<br />

follows our commitment to strive for excellent<br />

clinical outcomes. Building our reputation globally<br />

in healthcare is essential if physicians, patients and<br />

their loved ones are going to entrust their wellbeing<br />

in our care.<br />

This year, <strong>Parkway</strong> will continue to integrate<br />

our people, facilities and services. To achieve a<br />

seamless service that delivers quality outcomes,<br />

performance measures and benchmark<br />

performance standards are incorporated into each<br />

clinical programme. We will continue to engage<br />

our doctors with transparency and adopt models<br />

to adapt to the changing disease trends to ensure<br />

win-win partnerships.<br />

We are developing IT platforms to upgrade our<br />

medical information systems to support our plans<br />

for an integrated patient database.<br />

While such quality patient treatment through<br />

the use of advanced, proven, medical procedures<br />

remains our focus, we plan to ensure these clinical<br />

initiatives will lead to more balanced revenue<br />

generation, matched by global industry best<br />

practices.<br />

Seeding <strong>Parkway</strong>’s future growth<br />

We plan to set in place a clear and focused<br />

marketing and branding strategy which will be<br />

critical in the coming year, as <strong>Parkway</strong> becomes<br />

poised for its role in providing quality healthcare<br />

to a worldwide market. In <strong>2006</strong>, we partnered<br />

Khazanah Nasional in Malaysia, to privatise<br />

<strong>Pantai</strong> Holdings as part of our regional and global<br />

ventures to create synergy and a mutual vision in<br />

delivering top-notch medical care and services.<br />

Through the partnership, <strong>Pantai</strong> Holdings will<br />

enjoy the Group’s strengths in management and<br />

training, and eventually, consolidated services<br />

sourcing and cost benefits.<br />

Singapore will continue to play a central role as the<br />

Group’s leading edge medical hub. Investment in<br />

facilities and technologies will continue as we offer<br />

our patients the best in medical equipment and<br />

treatment services that the region can provide.<br />

We intend to continue with our plans for regional<br />

growth, bringing <strong>Parkway</strong>’s standards of care and<br />

services to a larger regional patient base.<br />

This commitment to growth and dedication to<br />

replicate clinical outcomes and service quality<br />

across our units will serve us well, as we take on<br />

new challenges to cater to existing patients and<br />

increasingly, a global audience.<br />

Recognising our people<br />

On behalf of the Board, I wish to thank Mr Daniel<br />

Ashton Carroll and Mr David R. White who have<br />

stepped down as Non-executive Directors. I bid<br />

them both a fond farewell, and thank them for<br />

their invaluable insights and advice. I would like<br />

to welcome to the Board Mr Ranvir Dewan and<br />

Mr Steven Joseph Schneider, who have joined<br />

as Non-executive Directors. I am confident<br />

that they bring extensive expertise from their<br />

respective fields that will benefit <strong>Parkway</strong> in<br />

innumerable ways.<br />

We also welcome into our Senior Leadership team<br />

Mr Daniel James Snyder as Group Chief Operating<br />

Officer and the newly established role of Group<br />

Executive Vice President. Dan brings a wealth of<br />

experience and knowledge to <strong>Parkway</strong>; he has over<br />

28 years of experience leading healthcare systems<br />

globally, and his appointment will strengthen the<br />

Group’s senior leadership as we set our sights on<br />

global leadership in healthcare.<br />

Our doctors and nurses are central in the roles they<br />

play in <strong>Parkway</strong>’s reputation and success. I would<br />

like to pay tribute to them and recognise their<br />

contributions and commitment over the past year.<br />

We will continue in our quest to make <strong>Parkway</strong>’s<br />

hospitals “magnet facilities” that attract and retain<br />

the best doctors and nurses in the region.<br />

Our partners and business associates have<br />

continued to contribute to our success, and I<br />

thank them for the vital roles that they each play.<br />

Our reputation, achievements, and our continued<br />

success would not be possible without the<br />

passion, professionalism and commitment of our<br />

doctors, nurses and staff. Each day, hundreds<br />

of our patients rely on them to rise up to the<br />

challenge of delivering the best quality care to<br />

those entrusted to their care. Our people truly<br />

represent the spirit of <strong>Parkway</strong> and I am grateful<br />

to every single member of our <strong>Parkway</strong> family. In<br />

the year ahead, we are determined to develop<br />

better compensation packages to attract and<br />

retain talent, while instilling a greater sense of<br />

culture, and of <strong>Parkway</strong> pride.<br />

Lastly, I would like to thank each and every one of<br />

you, our shareholders, for your steadfast support,<br />

and unwavering confidence in <strong>Parkway</strong>.<br />

I look forward to your continued contribution as<br />

we move ahead, and take on new and bolder<br />

ventures.<br />

Richard Seow<br />

Chairman<br />

PARKWAY HOLDINGS LIMITED<br />

<br />

<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


MANAGING DIRECTOR’s MESSAGE<br />

Dr Lim Cheok Peng<br />

Managing Director<br />

Dear Shareholders,<br />

DELIVERING RESULTS,<br />

SUSTAINING GROWTH<br />

Last year was a year of change and growth for<br />

<strong>Parkway</strong>. We have deployed strategies successfully,<br />

and the Company has reaped, and continues to reap,<br />

benefits and advantages from these plans. I am proud<br />

to present to you the Group’s performance and key<br />

milestones for the financial year ended 31 December<br />

<strong>2006</strong> (“FY<strong>2006</strong>’’).<br />

<br />

Growing in financial strength<br />

<strong>Parkway</strong>’s total revenue rose 54% to $868.0 million in FY<strong>2006</strong>, compared to FY2005. We turned in a<br />

net profit of $70.1 million, excluding exceptional item and exchange losses, compared to $62.9 million<br />

in 2005. The Group has seen growth in all business divisions, reaping divisional revenues of $356.3<br />

million from Singapore Hospitals Division, $239.2 million from International Hospitals Division and<br />

$269.1 million from Healthcare Services Division. These results were in part driven by the strong growth<br />

in health care provided, as well as our integration initiatives leading to operational costs savings.<br />

<strong>Parkway</strong> enjoyed a return on equity of 15.8% in <strong>2006</strong>, an improvement from 15.2% in the previous<br />

fiscal year. Earnings per share also rose by 4.9% to 9.01 cents compared to the previous corresponding<br />

period.<br />

In December <strong>2006</strong>, we utilised our tax credits under Section 44A, and completed a special dividend cum<br />

rights issue exercise, distributing approximately $65.7 million to our shareholders.<br />

Building on our strong fundamentals and good performance, we have put in place plans to further<br />

integrate our organisation, and increase the value of services that we provide to our patients.<br />

<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Growing in unity<br />

In <strong>2006</strong>, Gleneagles Hospital and Mount Elizabeth<br />

Hospital received accreditation from the Joint<br />

Commission International (JCI); the accreditation<br />

acknowledges both facilities and the teams that<br />

work there, as having internationally-certified<br />

standards in healthcare. Furthermore, with East<br />

Shore Hospital aiming for the accreditation in late<br />

2007, all <strong>Parkway</strong>’s hospitals will have unstinting<br />

standards that match and surpass global healthcare<br />

expectations.<br />

We have set out to further improve our processes<br />

and enhance patient experiences. Initiatives aimed<br />

at further integration of our facilities and services<br />

will provide patients with increased comfort,<br />

comprehensive care and clinical excellence. For<br />

example, the <strong>Parkway</strong> Liver Centre and <strong>Parkway</strong><br />

Cancer Centre, set up in <strong>2006</strong>, bring professionals<br />

with different medical specialties together to<br />

provide integrated treatment programmes for<br />

our patients. These Centres offer an extensive<br />

spectrum of treatment, including external and<br />

internal radiation therapy, chemotherapy and<br />

laboratory tests, together with a full suite of<br />

services to provide patients with comprehensive<br />

treatment and care. This holistic approach, we<br />

believe, results in lesser emotional and physical<br />

stress for patients and their families and improves<br />

the delivery of care and clinical outcomes.<br />

Together with proven technologies and techniques,<br />

our Centres offer patients an environment in which<br />

their conditions are cared for in totality by the best<br />

professionals and with the best equipment. We<br />

believe that adopting a patient-centric, integrated<br />

approach in our treatment methodology will result<br />

in positive clinical outcomes, as well as enhance the<br />

excellent quality of healthcare services provided to<br />

our patients.<br />

<strong>Parkway</strong> aims to continue improving our clinical<br />

outcomes and service experiences. To this end, we<br />

have streamlined our clinical services into several<br />

clinical programmes - Heart and Vascular, Oncology,<br />

Transplant and Cellular Therapy, Neuroscience,<br />

Women and Children, Musculoskeletal, Surgery<br />

and Chronic Disease Management. These clinical<br />

programmes, each supervised by a programme<br />

leader, will provide patients with more integrated<br />

and convenient treatment programmes. Outcomes<br />

of these clinical programmes will be monitored<br />

and will propel us further in our constant bid to<br />

enhance clinical excellence. Patients on these<br />

clinical programmes will receive treatment that is<br />

evidence-based and be treated by specialists who<br />

meet set the clinical performance standards.<br />

Our initiatives are in line with <strong>Parkway</strong>’s vision to<br />

be the global leader in value-based integrated<br />

healthcare. Our people will work on common<br />

platforms and with the integration of systems,<br />

technology and facilities, patients can look<br />

forward to receiving an even higher level of care<br />

and clinical excellence from <strong>Parkway</strong>.<br />

Growing our team<br />

At <strong>Parkway</strong>, we believe that everyone matters.<br />

As an organisation, we believe that we have a<br />

responsibility to make a positive difference not only<br />

to our patients’ lives, but towards our associates<br />

and partners too. We continue to seek talents and<br />

provide a nurturing, motivating and professional<br />

environment in which everyone can do their best.<br />

<strong>Parkway</strong> continues to be an employer of choice<br />

for many.<br />

In <strong>2006</strong>, <strong>Parkway</strong> sponsored the first batch of<br />

student nurses at the <strong>Pantai</strong> Institute of Health<br />

Sciences & Nursing in Kuala Lumpur, Malaysia.<br />

In addition, 23 nurses who graduated from the<br />

Gleneagles Intan College of Nursing in August<br />

<strong>2006</strong> have started work as Registered Nurses at<br />

<strong>Parkway</strong>’s hospitals. I am glad that <strong>Parkway</strong> has<br />

played a role in educating and grooming these<br />

vibrant minds for their chosen careers.<br />

I am also pleased that our people are recognised<br />

as the best in their fields. Two of our nursing staff,<br />

Ms Lisa Chong Ah Yoke and Ms Rahmah bte Mohd<br />

Shariff, received the Healthcare Humanity Award,<br />

recognising their dedication to their work.<br />

At the <strong>2006</strong> Excellent Service Awards (EXSA),<br />

<strong>Parkway</strong> won 282 awards. The award recognises<br />

outstanding service, seeks to develop service<br />

models for staff to emulate and creates service<br />

champions to inspire dedicated and professional<br />

services.<br />

Growing our technological capabilities<br />

To further our leadership in delivering clinical<br />

excellence with high-end, specialised treatments,<br />

we have invested and continue to invest in proven<br />

medical technologies from around the globe.<br />

In <strong>2006</strong>, <strong>Parkway</strong> became the first hospital in<br />

South Asia to launch the TomoTherapy Hi-Art<br />

system, which delivers more effective and precise<br />

cancer treatment, while reducing side effects<br />

commonly associated with traditional methods of<br />

treatments.<br />

We are also the first private healthcare operator<br />

in Singapore to provide an enhanced ultrasound<br />

device for safer cataract surgery. Our off-site<br />

Central Sterilisation Supply Department, the first<br />

of its kind in Southeast Asia, is equipped with<br />

state-of-the-art technology to ensure the highest<br />

level of clinical and hygiene standards for our<br />

doctors and patients.<br />

Besides medical technology, we are also further<br />

integrating our management systems across our<br />

divisions. An integrated platform will strengthen<br />

our administrative efficiency and patient service<br />

quality. Patients can look forward to increased<br />

convenience and improved service experiences as<br />

we continue to streamline our facilities, services<br />

and treatment procedures.<br />

Growing beyond Singapore<br />

Since our inception, <strong>Parkway</strong> has established a firm<br />

base of operations in Singapore. Our facilities here<br />

are recognised for bearing the highest standard<br />

of clinical care and service excellence, and we<br />

are known as the provider of high-end, specialist<br />

healthcare.<br />

With this strong heritage, we intend to continue<br />

establishing our presence overseas. Work has<br />

already begun on furthering our growth offshore.<br />

In Shanghai, we have opened a 32,000 squarefoot<br />

ambulatory surgical centre. The Shanghai<br />

Gleneagles International Medical and Surgical<br />

Centre specialises in healthcare services such as<br />

health screenings, aesthetics, dental work, and<br />

obstetrics and gynaecology. Our Apollo Gleneagles<br />

Hospital in India is doing well, with a 28.3%<br />

increase in revenue over the last year. Our Brunei<br />

facility, the Gleneagles JPMC Cardiac Centre, has<br />

seen a 24.2% year-on-year increase in revenue as<br />

well. Our entry into <strong>Pantai</strong> Holdings, one of the<br />

largest healthcare groups in Malaysia, has allowed<br />

us opportunities to re-engineer processes and<br />

achieve operational efficiency, and I hope to see<br />

good results arising from our efforts.<br />

The current momentum in growth of our offshore<br />

interests, together with our local flagships and<br />

facilities, will see <strong>Parkway</strong> growing into a global<br />

healthcare player, delivering value-based services<br />

to an increasing number of patients worldwide.<br />

<strong>Parkway</strong> is also reaching out to the region beyond<br />

the scope of business, by offering our medical<br />

expertise in times of disaster. In June <strong>2006</strong>, we sent<br />

a team of doctors, nurses and paramedical staff<br />

to Yogyakarta, Indonesia, to provide humanitarian<br />

aid to earthquake victims. I am proud that <strong>Parkway</strong><br />

continues to be an organisation that cares, not<br />

just for patients who come through our doors, but<br />

also for communities who require our help.<br />

A note of appreciation<br />

I would like to thank the staff, nurses and doctors<br />

at <strong>Parkway</strong>, who renew their commitment and<br />

dedication every single day, in order to provide<br />

the highest level of care and treatment to our<br />

patients.<br />

To my colleagues and business associates, I deeply<br />

appreciate the support shown as we continue our<br />

drive to serve our patients better.<br />

As <strong>Parkway</strong> ventures into 2007, with renewed<br />

confidence and strength, I look forward to sharing<br />

with you our continued growth and progress.<br />

Dr Lim Cheok Peng<br />

Managing Director<br />

PARKWAY HOLDINGS LIMITED<br />

<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


GLOBAL PRESENCE<br />

Canada<br />

Russia<br />

USA<br />

China<br />

Egypt<br />

United<br />

Arab<br />

Emirates<br />

Pakistan<br />

India<br />

Bangladesh<br />

Myanmar<br />

Thailand<br />

Vietnam<br />

Cambodia<br />

Philippines<br />

Nigeria<br />

Sri Lanka<br />

Malaysia<br />

Brunei<br />

SINGAPORE<br />

Indonesia<br />

Hospitals & Medical Centres<br />

IPAC (International Patient<br />

Assistance Centre)<br />

10<br />

HOSPITALS AND MEDICAL CENTRES<br />

Singapore<br />

Mount Elizabeth Hospital<br />

No. of beds: 505<br />

Gleneagles Hospital<br />

No. of beds: 380<br />

East Shore Hospital<br />

No. of beds: 123<br />

Brunei<br />

Gleneagles JPMC Cardiac Centre,<br />

Brunei<br />

No. of beds: 20<br />

China<br />

Shanghai Gleneagles International<br />

Medical and Surgical Centre<br />

India<br />

Apollo Gleneagles Hospital,<br />

Kolkata<br />

No. of beds: 325<br />

Malaysia<br />

Gleneagles Intan Medical Centre,<br />

Kuala Lumpur<br />

No. of beds: 330<br />

Gleneagles Medical Centre, Penang<br />

No. of beds: 212<br />

<strong>Pantai</strong> Medical Centre, Kuala Lumpur<br />

No. of beds: 328<br />

<strong>Pantai</strong> Cheras Medical Centre,<br />

Kuala Lumpur<br />

No. of beds: 139<br />

<strong>Pantai</strong> Klang Specialist Medical Centre,<br />

Klang<br />

No. of beds: 69<br />

Hospital <strong>Pantai</strong> Putri, Ipoh<br />

No. of beds: 121<br />

Hospital <strong>Pantai</strong> Mutiara, Penang<br />

No. of beds: 180<br />

Hospital <strong>Pantai</strong> Ayer Keroh, Melaka<br />

No. of beds: 250<br />

Hospital <strong>Pantai</strong> Indah, Kuala Lumpur<br />

No. of beds: 86<br />

Hospital <strong>Pantai</strong> Batu Pahat, Johor<br />

No. of beds: 50<br />

HEALTHCARE SERVICES DIVISION<br />

Primary Healthcare<br />

GP Services<br />

No. of clinics: 42<br />

Dental Services<br />

No. of clinics: 3<br />

Diagnostic Services<br />

Radiology Services<br />

Medi-Rad Associates<br />

No. of clinics: 7<br />

Laboratory Services<br />

<strong>Parkway</strong> Laboratory Services<br />

No. of laboratories: 4<br />

Clinical Research<br />

Gleneagles CRC HQ<br />

Consultancy Services<br />

Hospital Development<br />

Hospital Management<br />

IPAC (INTERNATIONAL PATIENT<br />

ASSISTANCE CENTRE)<br />

Singapore: 1<br />

Bangladesh: 3<br />

Chittagong<br />

Dhaka<br />

Sylhet<br />

Brunei Darussalam: 2<br />

Cambodia:1<br />

Phnom Penh<br />

Canada: 1<br />

Vancouver<br />

China: 1<br />

Shanghai<br />

Egypt:1<br />

Cairo<br />

India: 4<br />

Chennai<br />

Mumbai<br />

New Delhi<br />

Punjab<br />

Indonesia: 17<br />

Balikpapan<br />

Bandung<br />

Batam<br />

Jakarta: 2<br />

Makassar<br />

Manado<br />

Malang<br />

Medan<br />

Padang<br />

Palembang<br />

Pekan Baru<br />

Pontianak<br />

Semarang<br />

Solo<br />

Surabaya<br />

Yogyakarta<br />

Malaysia: 4<br />

Johor Bahru<br />

Kota Kinabalu<br />

Kuala Lumpur<br />

Kuching<br />

Myanmar: 1<br />

Yangon<br />

Nigeria: 1<br />

Lagos<br />

Pakistan: 3<br />

Islamabad<br />

Karachi<br />

Lahore<br />

Philippines: 1<br />

Manila<br />

Russia: 1<br />

Vladivostok<br />

Sri Lanka: 1<br />

Colombo<br />

Thailand: 1<br />

Bangkok<br />

United Arab Emirates: 1<br />

Abu Dhabi<br />

USA: 1<br />

New Mexico<br />

Vietnam: 3<br />

Hanoi<br />

Ho Chi Minh<br />

Da Nang<br />

11<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


OPERATIONS REVIEW<br />

Review of operations in <strong>2006</strong><br />

CULTIVATING STRENGTHS,<br />

CREATING SUCCESS<br />

The TomoTherapy Hi-Art System delivers highly accurate radiation<br />

doses with precision.<br />

12<br />

Integrating our services<br />

At <strong>Parkway</strong> we believe in providing our patients with integrated, holistic treatment experiences. Apart<br />

from offering a pleasant and soothing environment, we also ensure our patients are attended to by<br />

caring and understanding staff. In <strong>2006</strong>, we began streamlining our facilities and services, including<br />

<strong>Parkway</strong>’s support services to bring patients greater convenience and improved service experiences.<br />

With integration, doctors will also engage in deeper sharing of knowledge and experiences; patients will<br />

benefit from the synergy achieved and have more treatment options available. Our effort to integrate<br />

our services resulted in the establishment of comprehensive care centres such as the Mount Elizabeth<br />

Diabetes Care Centre, <strong>Parkway</strong> Cancer Centre and <strong>Parkway</strong> Liver Centre.<br />

The <strong>Parkway</strong> Cancer Centre aims to provide patients with quality cancer care by bringing together<br />

specialist physicians, nurses, other medical professionals and pastoral care counsellors. The highly<br />

skilled, multidisciplinary team deploys the latest proven technology in cancer diagnostics and treatment,<br />

affording patients easy access to personalised services for their conditions, including laboratory services,<br />

under one roof.<br />

We have also established the Mount Elizabeth Diabetes Care Centre, a one-stop centre for the management<br />

of diabetes and diabetes related diseases, at a cost of $800,000. The Centre offers treatment from prediabetes<br />

stage to fully-developed diabetes, including diabetes-related complications. The Diabetes Care<br />

Centre provides a holistic approach to the management of diabetes. Specialist teams comprising the<br />

presiding doctor, diabetes nurse, dietician, podiatrist, psychologist, exercise trainer are among those<br />

providing quality integrated care for patients.<br />

The <strong>Parkway</strong> Liver Centre, located at Gleneagles Hospital, was set up in November <strong>2006</strong> at the cost of<br />

$3.0 million. The Liver Centre features a dedicated intensive care unit and is the first fully integrated<br />

facility for liver transplant and treatment in Asia. Patients at the Liver Centre receive comprehensive<br />

tertiary care, supported by a dedicated team of professionals, with extensive experience in critical care,<br />

liver transplantation and liver disease.<br />

13<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


In surgery, the sterilisation of equipment is vital to ensure the finest<br />

clinical outcomes.<br />

Highly skilled, multidisciplinary teams deploy the latest proven<br />

technology.<br />

<strong>Parkway</strong> Laboratory Services located at Ayer Rajah in Singapore<br />

provides a full spectrum of laboratory support to the Group’s<br />

hospitals and other clients.<br />

In addition to providing high-end medical services, the staff at<br />

Shanghai Gleneagles International Medical and Surgical Centre are<br />

also dedicated to service excellence with a local touch.<br />

14<br />

In December <strong>2006</strong>, the Central Sterilisation<br />

Supply Department (“CSSD”) became the first in<br />

Southeast Asia to be located off the hospital site.<br />

In surgery, the sterilisation of equipment is a very<br />

vital element in ensuring finest clinical outcomes<br />

through effective infection control. The 12,000<br />

square-foot off-site facility with automated<br />

systems, designed for efficiency and productivity,<br />

is fully compliant with international standards.<br />

A unique feature is the system’s ability to<br />

accurately track all instruments sent to the facility<br />

for sterilisation through real time documented<br />

processes. Through automation, the CSSD aims<br />

to improve operational efficiency, lower costs<br />

over time and more importantly, provide and<br />

maintain the highest standards of sterilisation for<br />

instruments used in clinical procedures. In addition,<br />

the CSSD is an advanced training academy for<br />

infection control in Southeast Asia. This facility will<br />

help <strong>Parkway</strong> reinforce and educate staff on the<br />

correct practices for disinfection and sterilisation,<br />

instrument logistics management, and quality<br />

control. The CSSD is an important part of the<br />

ongoing plan to develop expertise in healthcare<br />

support services while streamlining our support<br />

operations.<br />

To achieve the finest clinical outcomes for our<br />

patients, we are creating structured clinical<br />

programmes, where patients and their conditions<br />

will be cared for in a seamless manner. Facilities,<br />

processes and services will be integrated; there<br />

will be performance measures and benchmarks,<br />

including professional reviews, put in place, to<br />

deliver excellent clinical results for our patients.<br />

Some of these clinical programmes include Heart<br />

and Vascular, Oncology, Transplant and Cellular<br />

Therapy, Neuroscience, Women and Children,<br />

Musculoskeletal, Surgery and Chronic Disease<br />

Management.<br />

Deploying advanced technology<br />

Our commitment to constantly improve clinical<br />

expertise is demonstrated by deploying proven<br />

advanced technologies that provide patients<br />

with more effective treatment pathways that are<br />

reliable and life-saving.<br />

To provide patients with precise and safe radiation<br />

treatment for cancer, <strong>Parkway</strong> invested $7.0<br />

million in the TomoTherapy Hi-Art System which is<br />

located at the Oncology Centre in Mount Elizabeth<br />

Hospital. Being the first in South Asia to deploy<br />

this most advanced integrated cancer treatment<br />

system in the world, <strong>Parkway</strong>’s doctors now have<br />

a system that delivers highly accurate radiation<br />

doses with precision, and advanced diagnostic<br />

imaging that captures moment-by-moment<br />

images of targeted tumor immediately before<br />

and after treatment. The benefits to our cancer<br />

patients include faster, more effective treatment<br />

with fewer side effects.<br />

<strong>Parkway</strong> is the only healthcare provider in Singapore<br />

to offer an improved ultrasound device for safer<br />

cataract surgery. Patients who have experienced<br />

treatment using our new device reported minimal<br />

post-surgery discomfort. The ultrasound probe<br />

device located at Gleneagles Hospital, produces<br />

less heat than older probes and thus, risk of<br />

injury to the cornea or other parts of the eye is<br />

reduced.<br />

We have also begun plans to revamp our<br />

information technology (“IT”) system. In 2007, we<br />

have several project plans in place to propel the<br />

Group forward. The $6.0 million agreement with<br />

Tata Consultancy Services (TCS), one of the world’s<br />

largest IT services provider, will see an integration<br />

and overhaul of IT platforms across the Group.<br />

With the system upgrade, patients in <strong>Parkway</strong> will<br />

experience a seamless level of care, regardless of<br />

which facility they are in. The new platform will be<br />

more versatile and enable enhancements as well<br />

as improve healthcare medical information system<br />

upgrades over time.<br />

With improved integration across our IT platforms,<br />

we will bring our patients increased convenience,<br />

efficiency and service quality. In addition, our<br />

staff will also benefit from the enhanced system,<br />

including having the ability to perform their duties<br />

more efficiently and having access to better skills<br />

development programmes.<br />

Growing the business<br />

With a firm base of operations established here<br />

in Singapore, <strong>Parkway</strong> is setting its sights further,<br />

and has begun plans to provide value-based<br />

healthcare to a wider audience. We regard this as<br />

a great privilege and responsibility to care for our<br />

patients whose well being we have been entrusted<br />

with. The <strong>Parkway</strong> commitment to standards<br />

will continue to be maintained as we expand<br />

our operations. Our growth initiatives include<br />

enhancing our clinical programmes to leverage<br />

on local and overseas patients through new<br />

strategic marketing partnerships. Our investment<br />

in innovative, proven technology, remains an<br />

integral part of our strategy for growth.<br />

In addition, the Group will also establish new<br />

facilities and upgrade existing facilities to<br />

complement our clinical programmes. A good<br />

example is the planned <strong>Parkway</strong> Children’s Centre<br />

to be set up at East Shore Hospital in the second<br />

quarter of 2007. Together with the <strong>Parkway</strong> Cancer<br />

Centre, the <strong>Parkway</strong> Children’s Centre will further<br />

enhance the Oncology clinical programme.<br />

We also continue to seek new ventures and<br />

partnerships across the region and the world. The<br />

Shanghai Gleneagles International Medical and<br />

Surgical Centre has been established at the cost<br />

of $10 million and is expected to be operational<br />

in the first half of 2007. A joint venture with<br />

Shanghai Huashan Hospital, one of Shanghai’s<br />

premier hospitals, the Centre will provide high-end<br />

medical care to the local and foreign community<br />

in Shanghai.<br />

In April <strong>2006</strong>, our primary healthcare arm, <strong>Parkway</strong><br />

Shenton, began operations of an aesthetics clinic<br />

in Ho Chi Minh, Vietnam. This venture aims to<br />

cater to the growing aesthetics needs of the local<br />

and expatriate community.<br />

15<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


The number of <strong>Parkway</strong>’s international patient<br />

assistance centres grew to over 45 worldwide with<br />

two more set up in Cairo, Egypt and Lagos, Nigeria.<br />

More such centres are planned for emerging and<br />

growth markets such as India, Russia and Saudi<br />

Arabia.<br />

<strong>Parkway</strong> won 282 awards. The award recognises outstanding service,<br />

seeks to develop service models for staff to emulate and creates<br />

service champions to inspire dedicated and professional services.<br />

Also in August <strong>2006</strong>, <strong>Parkway</strong> established a<br />

joint venture known as <strong>Pantai</strong> Irama Ventures<br />

Sdn Bhd with Khazanah Nasional Berhad - the<br />

investment arm of the Malaysian government.<br />

<strong>Parkway</strong> plans to provide hospital operating and<br />

management expertise to <strong>Pantai</strong> Holdings while<br />

pursuing growth opportunities in the hospital and<br />

healthcare services business in Malaysia through<br />

<strong>Pantai</strong> Irama Ventures Sdn Bhd.<br />

Extending care to the community, both locally and around the region.<br />

A team of doctors, nurses and ground support staff were despatched to<br />

render medical aid in Yogyakarta after a powerful earthquake struck.<br />

Recognition<br />

Joint Commission International (JCI)<br />

Accreditation<br />

Two of our premier hospitals, Gleneagles Hospital<br />

and Mount Elizabeth Hospital were both awarded<br />

with Joint Commission International accreditation<br />

in May and June <strong>2006</strong> respectively. The Joint<br />

Commission International, based in United States, is<br />

an independent accreditation body for international<br />

healthcare and quality improvement with standards<br />

based on international consensus. Having the<br />

accreditation demonstrates <strong>Parkway</strong>’s commitment<br />

to delivering quality, safe and efficient patient care.<br />

Singapore Excellent Service Award (EXSA)<br />

In recognition of <strong>Parkway</strong>’s belief in service<br />

excellence and continuous training, 282 staff from<br />

East Shore Hospital, Gleneagles Hospital and Mount<br />

Elizabeth Hospital received the EXSA.<br />

Humanitarian Awards<br />

Two of <strong>Parkway</strong>’s staff, Ms Lisa Chong Ah Yoke<br />

and Ms Rahmah bte Mohd Shariff, received the<br />

prestigious Healthcare Humanity Award from<br />

Health Minister Mr Khaw Boon Wan, in June <strong>2006</strong>.<br />

The awards are in recognition of their courage,<br />

compassion and dedication as healthcare workers.<br />

Ms Chong and Ms Rahmah are active volunteers<br />

and have participated in various humanitarian relief<br />

missions around the region.<br />

While nurturing our offshore growth strategy,<br />

homegrown interests will continue to feature<br />

importantly. To meet specific treatment capacity<br />

needs, Mount Elizabeth Hospital was renovated to<br />

include a new intensive care unit with 10 beds to<br />

cater to growing bone marrow transplant patient<br />

numbers. In addition, at Gleneagles Hospital,<br />

a new ward with 18 beds for liver patients was<br />

opened in November <strong>2006</strong>. The <strong>Parkway</strong> Liver<br />

Centre and the Asian Centre for Liver Disease and<br />

Transplantation (“ACLDT”) successfully performed<br />

85 liver transplant cases to date and has leading<br />

reputation for living donor liver transplants. Our<br />

expertise in stem cell therapy continues to grow<br />

with 85 stem cell transplant cases performed to<br />

date. These initiatives and successes demonstrate<br />

our commitment to use proven approaches<br />

to achieve the best clinical outcomes for our<br />

patients.<br />

Caring for the region<br />

<strong>Parkway</strong> believes strongly in caring for the<br />

community, both locally and around the region.<br />

Our success today propels us further in our<br />

humanitarian and social responsibility efforts.<br />

Over the past 11 years, the Group’s hospitals<br />

hold their annual Christmas Light-up and Charity<br />

drive to collect funds for various local charity<br />

beneficiaries.<br />

In May <strong>2006</strong>, when a powerful earthquake struck<br />

Yogyakarta in Indonesia causing widespread<br />

damage to the city infrastructure, medical support<br />

was severely disrupted. <strong>Parkway</strong> immediately<br />

responded by assembling a team of doctors, nurses<br />

and ground support staff who were dispatched<br />

to render emergency medical care there. The 17<br />

strong team, comprising seven doctors, seven<br />

nurses and three support staff, spent six days<br />

performing surgery in hospitals and treating<br />

victims at various disaster sites.<br />

<strong>Parkway</strong>’s commitment to support humanitarian<br />

efforts in the region continued after the 2004<br />

December tsunami catastrophe when we partnered<br />

with Mercy Relief missions to provide medical aid<br />

to the affected areas in 2005. The Group also<br />

provided medical relief and humanitarian aid to<br />

the earthquake victims in Pakistan in 2005.<br />

Poised for the future<br />

Strategies are now in place to take <strong>Parkway</strong> to<br />

the next level as the global leader in value-based<br />

integrated healthcare. From <strong>Parkway</strong>’s global<br />

medical hub based in Singapore, the Group aims<br />

to continue its reach to new markets, through<br />

medical value travel, regional expansion and<br />

new acquisitions. <strong>Parkway</strong> remains committed<br />

to spread the same standard of clinical care and<br />

service excellence to the global community.<br />

Moving forward, <strong>Parkway</strong> has plans to establish<br />

several new facilities to add to our repertoire<br />

of capabilities that include a day surgery and<br />

specialist centre in the heart of Singapore and<br />

a new radiology clinic. These new facilities will<br />

enhance our treatment expertise and provide<br />

integrated support for our clinical programmes.<br />

The Group continues to see strong demand in<br />

the existing facilities and expects good growth<br />

potential from overseas investments such as<br />

Shanghai’s medical centre. These new ventures<br />

take time to be established and start-up expenses<br />

are expected to be incurred in the short term as<br />

<strong>Parkway</strong> pursues opportunities for future growth.<br />

To meet the challenges of the rising tide of global<br />

competition in healthcare, <strong>Parkway</strong> will continue<br />

to develop greater synergies within the Group,<br />

create and enhance shareholder value, and<br />

measure performance through benchmarks across<br />

our operations.<br />

16<br />

17<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Financial Highlights<br />

Review of financials in <strong>2006</strong><br />

Group Consolidated Statements<br />

Profit and Loss Account<br />

Revenue<br />

Healthcare 864,508 560,876 416,232 350,620 328,744<br />

Others 3,496 2,740 2,797 4,343 12,804<br />

<strong>2006</strong><br />

$’000<br />

2005 #<br />

$’000<br />

2004 #<br />

$’000<br />

2003 #<br />

$’000<br />

2002 #<br />

$’000<br />

868,004 563,616 419,029 354,963 341,548<br />

Earnings before interest expense, tax, depreciation and amortisation<br />

(EBITDA) ~ 189,641 141,939 112,750 86,860 89,556<br />

% of revenue 21.8% 25.2% 26.9% 24.5% 26.2%<br />

Earnings before interest expense, tax and exceptional items (EBIT) ~ 129,377 101,330 77,641 55,137 58,892<br />

% of revenue 14.9% 18.0% 18.5% 15.5% 17.2%<br />

Earnings after tax and minority interests but before exceptional items 66,955 63,344 51,945 34,988 33,301<br />

% of revenue 7.7% 11.2% 12.4% 9.9% 9.8%<br />

Profit attributable to equity holders of the Company 55,283 61,969 50,463 33,608 33,301<br />

% of revenue 6.4% 11.0% 12.0% 9.5% 9.8%<br />

REAPING REWARDS,<br />

STRIVING BEYOND<br />

Balance Sheet<br />

Total Assets 1,231,403 1,344,042 975,889 852,912 867,464<br />

Net Borrowings 354,570 367,497 222,780 260,780 262,215<br />

Total Shareholders’ Funds 423,928 415,517 425,027 430,500 427,970<br />

Profitability Ratios (%):<br />

Return on Shareholders’ Funds<br />

Before exceptional items 15.8 15.2 12.2 8.1 7.8<br />

After exceptional items 13.0 14.9 11.9 7.8 7.8<br />

Return on Assets<br />

Before exceptional items 5.4 4.7 5.3 4.1 3.8<br />

After exceptional items 4.5 4.6 5.2 3.9 3.8<br />

Gearing Ratio:<br />

Net debt equity ratio 0.84 0.88 0.52 0.61 0.61<br />

Per Share Data:<br />

Earnings per share ($)<br />

Before exceptional items 0.09 0.09 0.07 0.05 0.05<br />

After exceptional items 0.08 0.09 0.07 0.05 0.05<br />

Gross dividend ($) + 0.2225* 0.105 0.09 0.06 0.05<br />

Net tangible asset backing per share ($) 0.35 0.32 0.54 0.55 0.55<br />

Net asset value backing per share ($) 0.55 0.57 0.59 0.60 0.59<br />

~ Earnings before exceptional items, exchange differences and share of results of associates.<br />

# Certain comparative figures from FY2002 to FY2005 have been restated and reclassified for comparative purposes due to adoption of<br />

new and revised accounting standards as well as change in accounting treatment for joint ventures.<br />

+ Gross dividend comprises interim dividend declared during the year and final dividend proposed by directors in respect of that financial<br />

year under review.<br />

* Includes special dividend of 11.25 cents per share less tax paid in respect of year <strong>2006</strong>.<br />

18<br />

19<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


FINANCIAL REVIEW<br />

Review of financials in <strong>2006</strong><br />

in $’m<br />

Highlights<br />

• Group Revenue soared 54% to $868.0 million<br />

• EBITDA grew 34% to $189.6 million<br />

• Rewarded shareholders with special cash dividend<br />

and rights issue exercise<br />

Revenue by Business Segment<br />

350.0<br />

300.0<br />

250.0<br />

200.0<br />

150.0<br />

100.0<br />

50.0<br />

0<br />

356.3<br />

300.3<br />

Singapore<br />

Hospitals<br />

239.2<br />

116.1<br />

International<br />

Hospitals<br />

<strong>2006</strong> 2005<br />

269.1<br />

144.5<br />

Healthcare<br />

Services<br />

3.5<br />

2.7<br />

Others<br />

Growing consistently<br />

Consolidated total revenue of the Group for<br />

FY<strong>2006</strong> soared 54% to $868.0 million, compared<br />

with $563.6 million in the previous fiscal year.<br />

Similarly, the Group’s EBITDA climbed 34% to<br />

$189.6 million, from $141.9 million in FY2005.<br />

<strong>Pantai</strong> Holdings Berhad (“<strong>Pantai</strong>”), acquired in<br />

end 3Q 2005, accounted for approximately 35%<br />

in revenues and 29% in EBITDA of the Group for<br />

FY<strong>2006</strong>, contributing positively to the healthy<br />

growth to the Group’s International Hospitals and<br />

Healthcare Services Divisions. Net profit excluding<br />

exceptional item and exchange losses was $70.1<br />

million, an increase of 11% from $62.9 million in the<br />

previous fiscal year. The Group achieved this strong<br />

operational performance despite expenditure<br />

incurred from investing in future growth in the<br />

region as a result of improved performances across<br />

all core healthcare operations with continuing<br />

focus on delivering more sophisticated and higher<br />

value-added services.<br />

Including exceptional item and exchange losses,<br />

the Group’s net profit was $55.3 million, an 11%<br />

reduction from FY2005. This was mainly due to<br />

the exceptional item of the impairment loss of<br />

$11.7 million on available-for-sale financial assets<br />

relating to the Group’s investment in Auric Pacific<br />

Group Limited.<br />

The Group’s Singapore Hospitals Division,<br />

comprising of Mount Elizabeth Hospital,<br />

Gleneagles Hospital and East Shore Hospital,<br />

delivered $356.3 million in revenue for FY<strong>2006</strong>,<br />

a 19% increase compared with $300.3 million in<br />

FY2005. The Division’s EBITDA also grew 17% in<br />

the same period to reach $103.7 million, compared<br />

with $88.3 million in the previous financial year.<br />

The growth was largely driven by the continuing<br />

focus on the development of clinical programmes<br />

which resulted in an increase in higher revenue<br />

intensity cases and higher utilisation of outpatient<br />

services such as diagnostic services and cancer<br />

treatments.<br />

The Group experienced tremendous growth from<br />

our International Hospitals Division as well. The<br />

Division includes our facilities in Malaysia, Brunei<br />

and India. Revenue climbed 106% from $116.1<br />

million in FY2005 to $239.2 million in FY<strong>2006</strong>.<br />

EBITDA grew at a similar pace rising 69% to reach<br />

$35.6 million in FY<strong>2006</strong>. All international hospitals<br />

performed well in FY<strong>2006</strong>, delivering an increase<br />

in revenue and admissions. With the restructuring<br />

of our interests in Malaysia completed, <strong>Parkway</strong><br />

had ceased to consolidate <strong>Pantai</strong> as a subsidiary<br />

and commencing 4Q <strong>2006</strong> had proportionately<br />

consolidated <strong>Pantai</strong>’s contributions instead. We<br />

will integrate <strong>Pantai</strong>’s hospitals within existing<br />

operations and realign teams for increased synergy.<br />

The partnership with Khazanah serves as a strong<br />

platform to capitalise on the growing healthcare<br />

opportunities in Malaysia.<br />

Revenue from our Healthcare Services Division rose<br />

86% from $144.5 million in FY2005 to $269.1<br />

million in FY<strong>2006</strong>. EBITDA increased by 54%,<br />

from $31.0 million in FY2005 to $47.7 million in<br />

FY<strong>2006</strong>. Despite increased business development<br />

activities and expenditure incurred in new start-up<br />

clinics and facilities in Singapore and the region<br />

such as Shanghai and Vietnam, the division<br />

continued to show healthy growth in revenues<br />

and EBITDA largely fuelled by contributions from<br />

<strong>Pantai</strong>’s healthcare services in Malaysia, and the<br />

growth in the Singapore radiology and laboratory<br />

businesses. To provide patients with increased<br />

convenience, the <strong>Parkway</strong> Shenton group opened<br />

new clinics and remained focused on corporate<br />

clients. Medi-Rad Associates continued adding<br />

and upgrading its spectrum of diagnostic imaging<br />

equipment. <strong>Parkway</strong> Laboratory Services delivered<br />

top-notch laboratory services and will continue to<br />

upgrade its facilities and expertise.<br />

Hospitals Statistics<br />

Number of Hospitals<br />

(at end of period)<br />

Singapore Hospitals<br />

2005 <strong>2006</strong> <strong>2006</strong> vs 2005<br />

3 3 0.0%<br />

Inpatient Admissions 49,980 48,193 -3.6%<br />

Number of Day Cases * 13,444 13,866 3.1%<br />

Average Length of Stay (days) 3.56 3.57 0.2%<br />

* Day Ward Admissions only<br />

Number of Hospitals<br />

(at end of period)<br />

in $’m<br />

EBITDA by Business Segment<br />

110.0<br />

100.0<br />

90.0<br />

80.0<br />

70.0<br />

60.0<br />

50.0<br />

40.0<br />

30.0<br />

20.0<br />

10.0<br />

0<br />

103.7<br />

88.3<br />

Singapore<br />

Hospitals<br />

35.6<br />

21.1<br />

International<br />

Hospitals<br />

International Hospitals<br />

2005 <strong>2006</strong> <strong>2006</strong> vs 2005<br />

11 11 0.0%<br />

Inpatient Admissions + 16,649 17,862 7.3%<br />

Average Length of Stay (days) + 3.37 3.49 3.6%<br />

Patient Days + 56,176 62,344 11.0%<br />

+<br />

Statistics on inpatient volume, average length of stay and patient days<br />

are those of Brunei and Penang hospitals only.<br />

<strong>2006</strong> 2005<br />

47.7<br />

31.0<br />

Healthcare<br />

Services<br />

2.7 1.5<br />

Others<br />

20<br />

21<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


CORPORATE INFORMATION<br />

<strong>Parkway</strong>’s earnings per share (EPS) 1 increased<br />

by 4.9% to $0.0901 compared to the previous<br />

financial year. The Group’s return on equity (ROE) 1<br />

was 15.8%, an improvement from 15.2% in<br />

FY2005. Net debt (inclusive of related hedging<br />

financial derivatives) was $361.2m and net debt<br />

equity ratio was 0.85 as at 31 December <strong>2006</strong>.<br />

Strong cashflows from healthcare operations<br />

have helped the Group retain an efficient capital<br />

structure.<br />

Reaping rewards<br />

The Group believes in sharing our growth with<br />

our stakeholders. With robust performance across<br />

all business segments, the Directors paid out<br />

aggregate interim quarterly dividends of $0.055<br />

per share less tax paid.<br />

In 3Q <strong>2006</strong>, the Group further announced a special<br />

cash dividend and rights issue exercise which<br />

was completed during the year. The exercise was<br />

held to reward our shareholders with a special<br />

cash dividend as well as provide shareholders<br />

with an option to re-invest their special dividend<br />

by subscribing for the rights shares. The special<br />

dividend also allowed us to pass on our tax credits<br />

available under Section 44A of the Income Tax Act<br />

(Cap. 134) to our shareholders.<br />

Shareholders were rewarded with a special cash<br />

dividend of $0.1125 per share less tax, as well as a<br />

rights issue of new ordinary shares at $1.80 each,<br />

for every 20 shares held. The aggregate amount<br />

of this special dividend is approximately $65.7<br />

million, net of tax.<br />

This rights issue strengthened the capital base of<br />

<strong>Parkway</strong>, and together with the special dividend,<br />

converted a portion of our accumulated profits<br />

into permanent share capital.<br />

With a strong finish for FY<strong>2006</strong>, the Directors<br />

recommended a final dividend of $0.055 per share<br />

less tax, generating a total of $0.11 of ordinary<br />

dividend per share less tax for FY<strong>2006</strong>.<br />

Earnings Per Share 1<br />

cents<br />

12.00<br />

9.00<br />

7.07<br />

6.00<br />

3.00<br />

2004<br />

Return On Equity 1<br />

20.0%<br />

16.0%<br />

12.2%<br />

12.0%<br />

8.0%<br />

4.0%<br />

0.0%<br />

2004<br />

8.59<br />

2005<br />

15.2%<br />

2005<br />

9.01<br />

<strong>2006</strong><br />

15.8%<br />

<strong>2006</strong><br />

BOARD OF DIRECTORS<br />

Richard Seow Yung Liang<br />

Chairman<br />

Sunil Chandiramani<br />

Vice Chairman<br />

Dr Lim Cheok Peng<br />

Managing Director<br />

Alain Ahkong Chuen Fah<br />

Non-executive Director<br />

Chang See Hiang<br />

Non-executive Director<br />

Timothy David Dattels<br />

Non-executive Director<br />

Ranvir Dewan<br />

Non-executive Director<br />

(Appointed on 8 March 2007)<br />

Ho Kian Guan<br />

Non-executive Director<br />

Dr Ronald Ling Jih Wen<br />

Non-executive Director<br />

Steven Joseph Schneider<br />

Non-executive Director<br />

(Appointed on 8 March 2007)<br />

Ashish Jaiprakash Shastry<br />

Non-executive Director<br />

David R White<br />

Non-executive Director<br />

(Resigned on 8 March 2007)<br />

Ho Kian Hock<br />

(Alternate Director to<br />

Ho Kian Guan)<br />

AUDIT COMMITTEE<br />

Alain Ahkong Chuen Fah<br />

Chairman<br />

Chang See Hiang<br />

Ho Kian Guan<br />

Ashish Jaiprakash Shastry<br />

MANAGEMENT COMMITTEE<br />

Dr Lim Cheok Peng<br />

Chairman<br />

Richard Seow Yung Liang<br />

Ashish Jaiprakash Shastry<br />

NOMINATING COMMITTEE<br />

Chang See Hiang<br />

Chairman<br />

Richard Seow Yung Liang<br />

Sunil Chandiramani<br />

Alain Ahkong Chuen Fah<br />

Timothy David Dattels<br />

REMUNERATION COMMITTEE<br />

Timothy David Dattels<br />

Chairman<br />

Richard Seow Yung Liang<br />

Sunil Chandiramani<br />

Ashish Jaiprakash Shastry<br />

SHARE OPTION SCHEME<br />

COMMITTEE *<br />

Timothy David Dattels<br />

Chairman<br />

Richard Seow Yung Liang<br />

Sunil Chandiramani<br />

Ashish Jaiprakash Shastry<br />

SHARE PURCHASE COMMITTEE<br />

Chang See Hiang<br />

Chairman<br />

Richard Seow Yung Liang<br />

Sunil Chandiramani<br />

STRATEGIC PLANNING<br />

COMMITTEE<br />

Richard Seow Yung Liang<br />

Chairman<br />

Dr Lim Cheok Peng<br />

Dr Ronald Ling Jih Wen<br />

Ashish Jaiprakash Shastry<br />

David R White<br />

(Resigned on 8 March 2007)<br />

REGISTERED OFFICE<br />

1 Grange Road #11-01<br />

Orchard Building<br />

Singapore 239693<br />

Tel: (65) 6796 0600<br />

www.parkwayholdings.com<br />

COMPANY SECRETARIES<br />

June Tay Kwok Fung<br />

Ho Li Li<br />

SHARE REGISTRAR<br />

M & C Services Private Limited<br />

138 Robinson Road #17-00<br />

The Corporate Office<br />

Singapore 068906<br />

Tel: (65) 6227 6660<br />

AUDITORS<br />

KPMG<br />

Certified Public Accountants<br />

Singapore<br />

16 Raffles Quay #22-00<br />

Hong Leong Building<br />

Singapore 048581<br />

Partner-In-Charge<br />

– Tay Puay Cheng<br />

PRINCIPAL BANKERS<br />

Citibank N.A., Singapore Branch<br />

1<br />

ROE and EPS are computed based on net profit attributable to<br />

shareholders before exceptional item.<br />

EXECUTIVE COMMITTEE<br />

Richard Seow Yung Liang<br />

Chairman<br />

Ho Kian Guan<br />

Ashish Jaiprakash Shastry<br />

Oversea-Chinese Banking<br />

Corporation Limited<br />

Standard Chartered Bank<br />

Sunil Chandiramani<br />

Dr Lim Cheok Peng<br />

Ashish Jaiprakash Shastry<br />

22<br />

* Dissolved on 9 November <strong>2006</strong><br />

23<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


BOARD OF DIRECTORS<br />

Mr Richard Seow Yung Liang<br />

Chairman<br />

Mr Alain Ahkong Chuen Fah<br />

Non-executive Director<br />

Mr Ranvir Dewan<br />

Non-executive Director<br />

Mr Steven Joseph Schneider<br />

Non-executive Director<br />

Mr Richard Seow Yung Liang Mr Sunil Chandiramani Dr Lim Cheok Peng<br />

Mr Alain Ahkong Chuen Fah Mr Chang See Hiang Mr Timothy David Dattels<br />

Mr Ranvir Dewan<br />

(Appointed on 8 March 2007)<br />

Mr Steven Joseph Schneider<br />

(Appointed on 8 March 2007)<br />

24<br />

Mr Ho Kian Guan<br />

Mr Ashish Jaiprakash Shastry<br />

Dr Ronald Ling Jih Wen<br />

Mr David R. White<br />

(Resigned on 8 March 2007)<br />

Mr Richard Seow has been<br />

the Chairman of the Board<br />

of <strong>Parkway</strong> Holdings and the<br />

Executive Committee since July<br />

2005. A former investment<br />

banker with over 16 years of<br />

industry experience, he was<br />

previously with Citigroup,<br />

Goldman Sachs and JP Morgan.<br />

Mr Seow is also a director of<br />

Twinwood Engineering Limited<br />

and Lee Hing Development<br />

Limited. Mr Seow is a member<br />

of the Singapore Sports Council<br />

and a Governor of the Anglo<br />

Chinese School.<br />

Mr Sunil Chandiramani<br />

Vice Chairman<br />

Mr Sunil Chandiramani is<br />

a Director and Partner of<br />

Symphony Group of companies<br />

which invest in Healthcare and<br />

other consumer businesses<br />

throughout the Asia Pacific<br />

region. Mr Chandiramani is<br />

a member of the Executive<br />

Committee and various other<br />

committees and sits on the<br />

boards of several companies.<br />

Dr Lim Cheok Peng<br />

Managing Director<br />

Dr Lim Cheok Peng is the<br />

Managing Director of <strong>Parkway</strong><br />

Holdings and he sits on the<br />

Executive Committee. Dr Lim<br />

has been steering the Group’s<br />

healthcare efforts since 1987<br />

and recently, has also been<br />

designated as the Group<br />

President and Chief Executive<br />

Officer. He is a cardiologist by<br />

profession.<br />

Mr Alain Ahkong is the<br />

Chairman of the Audit<br />

Committee of <strong>Parkway</strong><br />

Holdings. Currently a Director of<br />

Pioneer Management Services<br />

Pte Ltd, Mr Ahkong also<br />

holds directorships in several<br />

companies, including listed<br />

company, Twinwood Engineering<br />

Limited.<br />

Mr Chang See Hiang<br />

Non-executive Director<br />

Mr Chang See Hiang sits on<br />

various committees of <strong>Parkway</strong><br />

Holdings. An Advocate and<br />

Solicitor of the Supreme Court<br />

of Singapore, he is the Senior<br />

Partner of his own law firm,<br />

M/s Chang See Hiang and<br />

Partners. Mr Chang is a Director<br />

of Jardine Cycle & Carriage<br />

Limited, MCL Land Limited,Yeo<br />

Hiap Seng Limited, Singapore<br />

Technologies Aerospace Ltd,<br />

STT Communications Ltd and<br />

Honorary Secretary and member,<br />

Management Committee of the<br />

Singapore Turf Club.<br />

Mr Timothy David Dattels<br />

Non-executive Director<br />

Mr Timothy Dattels is<br />

a Managing Director of TPG<br />

Capital, L.P. Prior to joining TPG<br />

in 2002, Mr Dattels was<br />

a Managing Director of<br />

Goldman Sachs and led the<br />

firm’s investment banking<br />

business in Asia. Mr Dattels<br />

is a Director of Shenzhen<br />

Development Bank, SingTao<br />

News Corp. Limited, Shangri-La<br />

Asia Ltd and Primedia Inc.<br />

Mr Ranvir Dewan is a Fellow<br />

of the Institute of Chartered<br />

Accountants in England<br />

& Wales and a member of the<br />

Canadian Institute of Chartered<br />

Accountants. Mr Dewan joined<br />

TPG Capital (Singapore) Pte Ltd<br />

in July <strong>2006</strong> as Senior Advisor<br />

and is based in Singapore. From<br />

April 2000 to July <strong>2006</strong><br />

he was Executive Vice President<br />

and Chief Financial Officer of<br />

Standard Chartered First Bank<br />

(formerly Korea First Bank) in<br />

Seoul, Korea. Prior to that,<br />

Mr Dewan spent 13 years with<br />

Citibank and held various senior<br />

positions in its international<br />

businesses. Mr Dewan has also<br />

held senior positions with KPMG<br />

in Canada and England where<br />

he specialized in the audits of<br />

financial institutions. Mr Dewan<br />

serves on the board of Shriram<br />

Transport Finance Co. Ltd.<br />

Mr Ho Kian Guan<br />

Non-executive Director<br />

Mr Ho Kian Guan has been<br />

a director of <strong>Parkway</strong> Holdings<br />

since 1985. Mr Ho is also the<br />

Chairman of publicly-listed Keck<br />

Seng (Malaysia) Berhad whose<br />

principal activities include palm<br />

oil cultivation, the processing<br />

and refining of palm oil and real<br />

estate development.<br />

Dr Ronald Ling Jih Wen<br />

Non-executive Director<br />

Dr Ronald Ling trained as a<br />

medical doctor and subsequently<br />

worked as a management<br />

consultant with McKinsey & Co.<br />

in London, and as General<br />

Manager with <strong>Parkway</strong> Group<br />

Healthcare. Dr Ling is a Principal<br />

with the Symphony Group<br />

of companies which invest in<br />

Healthcare and other consumer<br />

businesses throughout the Asia<br />

Pacific region. He also sits on the<br />

Boards of Twinwood Engineering<br />

Limited in Singapore and Strides<br />

Arcolabs Limited in India.<br />

Mr Steven Schneider is a Partner<br />

& Managing Director of TPG<br />

Capital, Limited. Prior to joining<br />

TPG in 2005, Mr Schneider was<br />

the President & CEO of GE Asia-<br />

Pacific where he previously spent<br />

20 years at GE Company, 14 of<br />

which were in Asia. Mr Schneider<br />

is a Director of Hanaro Telecom,<br />

Myer Department Store and<br />

Sigma Manufacturing.<br />

Mr Ashish Jaiprakash Shastry<br />

Non-executive Director<br />

Mr Ashish Shastry is a Managing<br />

Director and Head of Southeast<br />

Asia at TPG Capital (Singapore)<br />

Pte Ltd. Mr Shastry has worked<br />

at TPG since 1998, during<br />

which time he has been based<br />

in Singapore and Hong Kong,<br />

focusing on TPG’s investment<br />

activities in India, Australia<br />

and Southeast Asia. He also<br />

serves on the board of Lee Hing<br />

Development Limited.<br />

Mr David R. White<br />

Non-executive Director<br />

Mr David White is the Chairman<br />

of the Board and Chief Executive<br />

Officer of Iasis Healthcare<br />

LLC, headquartered in the<br />

United States. Mr White was<br />

also previously Executive Vice<br />

President and Chief Executive<br />

Officer of Community Health<br />

Systems, Inc., a hospital<br />

management company that<br />

operated about 20 acute care<br />

hospitals in the United States.<br />

Mr Ho Kian Hock<br />

(alternate director to Mr Ho Kian<br />

Guan)<br />

25<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


2007 SENIOR MANAGEMENT<br />

Dr Lim Cheok Peng<br />

Group President and Chief<br />

Executive Officer<br />

Dr Lim Cheok Peng, 60, is the<br />

Managing Director of <strong>Parkway</strong><br />

Holdings and he sits on the<br />

Executive Committee. Dr Lim<br />

has been steering the Group’s<br />

healthcare efforts since 1987<br />

and recently, has also been<br />

designated as the Group<br />

President and Chief Executive<br />

Officer. Dr Lim is a cardiologist<br />

by profession and holds the<br />

following qualifications:<br />

MBBS (Singapore), M.Med.<br />

Int. Med (Singapore), MRCP<br />

(UK), FRCP (Edinburgh), FRCP<br />

(Glasgow), FAMS (Cardiology).<br />

Daniel James Snyder, FACHE<br />

Group Executive Vice President<br />

and Group Chief Operating<br />

Officer<br />

Dan Snyder, 52, was appointed<br />

as Group Chief Operating<br />

Officer on 19 June <strong>2006</strong> and<br />

was recently designated as<br />

Group Executive Vice President<br />

and Group Chief Operating<br />

Officer. Mr Snyder leads all<br />

healthcare operations within<br />

<strong>Parkway</strong>’s integrated healthcare<br />

system.<br />

Prior to joining <strong>Parkway</strong>,<br />

Mr Snyder served as the<br />

President of Banner Health’s<br />

Western Region. Based in<br />

Phoenix, Arizona, Mr Snyder<br />

led twelve hospitals across the<br />

western United States. Prior to<br />

Banner Health, he spent three<br />

years with the Intermountain<br />

Health Care, Salt Lake City,<br />

Utah, leading several hospitals<br />

across the Intermountain<br />

West of the United States.<br />

Prior to Intermountain Health<br />

Care, Mr Snyder served as<br />

a commissioned officer and<br />

healthcare executive in the<br />

United States Navy’s Medical<br />

Service Corps. Over the<br />

course of two decades, he led<br />

myriad hospital and healthcare<br />

operations around the world<br />

serving in Asia, Europe, the<br />

Middle East, Africa and the<br />

United States. Mr Snyder<br />

also served in multiple tours<br />

on the staff of the Chief of<br />

Naval Operations, Office of the<br />

Surgeon General, the Pentagon.<br />

In the Pentagon, Mr Snyder<br />

directed the strategic planning,<br />

programming, budgeting and<br />

operations for the Department<br />

of the Navy’s global integrated<br />

health system.<br />

Mr Snyder holds undergraduate<br />

(Southern Illinois University)<br />

and graduate (Webster<br />

University) degrees in hospital<br />

administration and a graduate<br />

degree in National Resource<br />

Strategy from the National<br />

Defense University, Washington,<br />

DC. Mr Snyder is a Fellow in the<br />

American College of Healthcare<br />

Executives having served as both<br />

a Regent and Governor for the<br />

college.<br />

Molly Foo<br />

Group Senior Vice President,<br />

Finance<br />

Molly Foo, 47, was appointed<br />

as Chief Financial Officer<br />

on 1 April 2003 and was<br />

recently designated as Senior<br />

Vice President, Finance/Chief<br />

Financial Officer. Ms Foo started<br />

with Mount Elizabeth Hospital<br />

in August 1993 and was the<br />

General Manager, Finance. Prior<br />

to this, Ms Foo was the Financial<br />

Controller for Mount Alvernia<br />

Hospital from 1990 to 1993.<br />

Ms Foo graduated with<br />

a Bachelor in Accountancy<br />

from the National University of<br />

Singapore.<br />

Choo Oi Yee<br />

Group Senior Vice President,<br />

Strategic Planning & Business<br />

Development<br />

Choo Oi Yee, 33, joined<br />

<strong>Parkway</strong> on 15 May <strong>2006</strong> and<br />

was recently designated as<br />

Group Senior Vice President,<br />

Strategic Planning & Business<br />

Development. Ms Choo is<br />

responsible for the formulation<br />

and implementation of<br />

<strong>Parkway</strong>’s business strategy and<br />

business development. Prior<br />

to joining <strong>Parkway</strong>, Ms Choo<br />

was an investment banker with<br />

Citigroup from 2000 to <strong>2006</strong>.<br />

She was with Arthur Anderson<br />

from 1996 to 1998.<br />

Ms Choo graduated with<br />

a Bachelor in Accountancy from<br />

the Nanyang Technological<br />

University of Singapore and<br />

holds an MBA from Manchester<br />

Business School.<br />

June Tay<br />

Group Senior Vice President,<br />

General Counsel<br />

June Tay, 52, was appointed as<br />

Group Legal Manager in 1996<br />

and was recently designated as<br />

Group Senior Vice President,<br />

General Counsel/Company<br />

Secretary. Ms Tay is responsible<br />

for legal and corporate<br />

secretarial matters as well as risk<br />

management for <strong>Parkway</strong> and<br />

its group of companies. Ms Tay<br />

joined <strong>Parkway</strong> Properties Pte<br />

Ltd in May 1981 as its Corporate<br />

Legal Officer and has been the<br />

Company Secretary of <strong>Parkway</strong><br />

since 1985.<br />

Ms Tay graduated with<br />

a Bachelor of Laws (Honours)<br />

from the University of Singapore.<br />

Bella Ong<br />

Group Senior Vice President,<br />

People Resource<br />

Bella Ong, 49, was appointed<br />

as General Manager, Human<br />

Resource on 1 October 1999<br />

and was recently designated<br />

as Group Senior Vice<br />

President, People Resource.<br />

Ms Ong is responsible for the<br />

Group’s human resource and<br />

development matters. Ms Ong<br />

started with Gleneagles Hospital<br />

as Senior Manager in September<br />

1994 and was subsequently<br />

promoted to General Manager,<br />

Human Resource.<br />

Ms Ong graduated with<br />

a Bachelor of Business in<br />

Business Administration and<br />

holds a Master of Human<br />

Resource Management from<br />

Rutgers University, The State<br />

University of New Jersey.<br />

Nellie Tang<br />

Chief Executive Officer,<br />

Mount Elizabeth Hospital<br />

Nellie Tang, 62, was appointed<br />

as General Manager, Mount<br />

Elizabeth Hospital on 1 July 1998<br />

and was recently designated as<br />

Chief Executive Officer, Mount<br />

Elizabeth Hospital. Mrs Tang<br />

is responsible for the general<br />

management and operations of<br />

the Hospital. Mrs Tang started<br />

with Mount Elizabeth Hospital<br />

in May 1981 and was Director<br />

of Nursing prior to her current<br />

appointment. In May <strong>2006</strong>,<br />

Mrs Tang was appointed<br />

Chairman of the Singapore<br />

Nursing Board.<br />

Mrs Tang holds a Master<br />

of Science in Healthcare<br />

Management from the University<br />

of Wales, UK.<br />

Dr Goh Jin Hian<br />

Chief Executive Officer,<br />

Gleneagles Hospital<br />

Dr Goh Jin Hian, 38, joined<br />

Gleneagles Hospital as General<br />

Manager on 1 April <strong>2006</strong> and<br />

was recently designated as Chief<br />

Executive Officer, Gleneagles<br />

Hospital. Dr Goh is responsible<br />

for the general management<br />

and operations of the Hospital.<br />

Dr Goh started with <strong>Parkway</strong><br />

Shenton on 1 April 1999 and<br />

was its Executive Director. Prior<br />

to joining <strong>Parkway</strong>, Dr Goh was<br />

with the Ministry of Health.<br />

Dr Goh graduated with a MBBS<br />

from the National University of<br />

Singapore and holds an MBA<br />

from the University of Hull, UK<br />

and completed the Advanced<br />

Management Programme at<br />

Wharton.<br />

Lim Poh Suan<br />

Divisional Vice President,<br />

Imaging Services and<br />

Chief Executive Officer,<br />

Medi-Rad Associates Ltd<br />

Lim Poh Suan, 54, was<br />

appointed as General Manager,<br />

Medi-Rad Associates Ltd on<br />

1 March 2002 and was recently<br />

designated as Divisional Vice<br />

President, Imaging Services and<br />

Chief Executive Officer,<br />

Medi-Rad Associates Ltd.<br />

Ms Lim is responsible for the<br />

general management and<br />

operations of the Group’s<br />

radiology and nuclear medicine<br />

services. Ms Lim started with<br />

Mount Elizabeth Hospital in<br />

July 1984 and was Head of<br />

Radiology with the Hospital prior<br />

to her current appointment.<br />

Ms Lim graduated with<br />

a Bachelor of Science in<br />

Economics from the University of<br />

London and holds a Diploma of<br />

the College of Radiographers.<br />

George Pusavat<br />

Divisional Vice President,<br />

Laboratory Services and<br />

Chief Executive Officer, <strong>Parkway</strong><br />

Laboratory Services Ltd.<br />

George Pusavat, 54, was<br />

appointed as General Manager,<br />

<strong>Parkway</strong> Laboratory Services Ltd<br />

on 1 July 1997 and was recently<br />

designated as Divisional Vice<br />

President, Laboratory Services<br />

and Chief Executive Officer,<br />

<strong>Parkway</strong> Laboratory Services<br />

Ltd. Mr Pusavat is responsible<br />

for the general management<br />

and operations of the Group’s<br />

laboratory services.<br />

Mr Pusavat graduated with<br />

a Bachelor of Science in<br />

Biochemistry from University of<br />

California at Los Angeles,<br />

a Bachelor of Science in Medical<br />

Technology from California<br />

State University and a Master<br />

of Business Administration<br />

from University of Southern<br />

California. He also holds a MT<br />

(ASCP) from American Society<br />

for Clinical Pathology and a CLS<br />

from State of California, USA.<br />

26<br />

27<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


CORPORATE DIRECTORY<br />

28<br />

PARKWAY HOLDINGS LIMITED<br />

Corporate Office<br />

PARKWAY HOLDINGS LIMITED<br />

1 Grange Road #11-01 Orchard Building<br />

Singapore 239693<br />

Tel: (65) 6796 0600<br />

Fax: (65) 6796 0634/5<br />

www.parkwayholdings.com<br />

Singapore Hospitals<br />

EAST SHORE HOSPITAL<br />

321 Joo Chiat Place<br />

Singapore 427990<br />

Tel: (65) 6344 7588<br />

Fax: (65) 6345 4966<br />

www.eastshore.com.sg<br />

GLENEAGLES HOSPITAL<br />

6A Napier Road<br />

Singapore 258500<br />

Tel: (65) 6473 7222<br />

Fax: (65) 6472 5816<br />

www.gleneagles.com.sg<br />

MOUNT ELIZABETH HOSPITAL<br />

3 Mount Elizabeth<br />

Singapore 228510<br />

Tel: (65) 6737 2666<br />

Fax: (65) 6737 1189<br />

www.mountelizabeth.com.sg<br />

International Hospitals and Medical<br />

Centres<br />

GLENEAGLES INTAN MEDICAL CENTRE,<br />

KUALA LUMPUR<br />

282 & 286 Jln Ampang<br />

50450 Kuala Lumpur<br />

Tel: (60-3) 4257 1300<br />

Fax: (60-3) 4257 9233<br />

www.gimc.com.my<br />

GLENEAGLES MEDICAL CENTRE, PENANG<br />

1 Jln Pangkor, 10050 Penang<br />

Malaysia<br />

Tel: (60-4) 227 6111<br />

Fax: (60-4) 226 2994<br />

www.gleneagles-penang.com<br />

APOLLO GLENEAGLES HOSPITAL, KOLKATA<br />

58 Canal Circular Road<br />

Kolkata 700 054<br />

India, West Bengal<br />

Tel: (91-33) 2320 5211-15<br />

Fax: (91-33) 2320 5184<br />

www.apollogleneagleshospitals.com<br />

GLENEAGLES JPMC, BRUNEI<br />

Jerudong Park, BG 3122<br />

Brunei, Darussalam<br />

Tel: (673) 261 1883<br />

Fax: (673) 261 1886<br />

www.gleneaglesjpmc.com.bn<br />

SHANGHAI GLENEAGLES INTERNATIONAL<br />

MEDICAL & SURGICAL CENTRE<br />

389 Nanjing West Road<br />

Tomorrow Square, 4th Floor<br />

Shanghai 200003. China<br />

Tel: (86) 21 6375 5588<br />

Fax: (86) 21 6375 5688<br />

Email: shanghai_mrc@parkwayholdings.net<br />

PANTAI MEDICAL CENTRE<br />

No. 8, Jln Bukit <strong>Pantai</strong><br />

59100 Kuala Lumpur<br />

Tel: (60-3) 2296 0888<br />

Fax: (60-3) 2282 1557<br />

Email: pmc@pantai.com.my<br />

PANTAI CHERAS MEDICAL CENTRE<br />

1, Jln 1/96A<br />

Taman Cheras Makmur<br />

56100 Kuala Lumpur<br />

Tel: (60-3) 9132 2022<br />

Fax: (60-3) 9132 0687<br />

Email: cpantai@tm.net.my<br />

PANTAI KLANG SPECIALIST MEDICAL<br />

CENTRE<br />

42, Jln Persiaran Raja Muda<br />

Musa<br />

41100 Klang, Selangor<br />

Tel: (60-3) 3372 5222<br />

Fax: (60-3) 3371 5705<br />

Email: infoklang@pantai.com.my<br />

HOSPITAL PANTAI PUTRI<br />

126, Jln Tambun<br />

31400 Ipoh, Perak<br />

Tel: (60-5) 548 4333<br />

Fax: (60-5) 545 1163<br />

Email: pantaihp@tm.net.my<br />

HOSPITAL PANTAI MUTIARA<br />

82, Jln Tengah<br />

Bayan Baru<br />

11900 Pulau Pinang<br />

Tel: (60-4) 643 3888<br />

Fax: (60-4) 643 2888<br />

Email: admin@hpm.com.my<br />

HOSPITAL PANTAI AYER KEROH<br />

No. 2418-1, KM 8<br />

Lebuh Ayer Keroh<br />

75450 Melaka<br />

Tel: (60-6) 231 9999<br />

Fax: (60-6) 231 3299<br />

Email: hpak@po.jaring.my<br />

HOSPITAL PANTAI INDAH<br />

Jln Perubatan 1<br />

Pandan Indah<br />

55100 Kuala Lumpur<br />

Tel: (60-3) 4289 2828<br />

Fax: (60-3) 4289 2829<br />

Email: hpi@pantai.com.my<br />

HOSPITAL PANTAI BATU PAHAT<br />

9S, Jln Bintang Satu, Taman Koperasi Bahagia<br />

83000 Batu Pahat, Johor<br />

Tel: (60-7) 433 8811 / 2228<br />

Fax: (60-7) 433 1881<br />

Email: admin@hpbp.com.my<br />

Key Healthcare Services<br />

GLENEAGLES CRC PTE LTD*<br />

111 Somerset Road<br />

#11-02, Singapore Power Building<br />

Singapore 238164<br />

Tel: (65) 6737 3642<br />

Fax: (65) 6471 3642<br />

www.gleneaglescrc.com<br />

PARKWAY LABORATORY SERVICES LTD*<br />

28 Ayer Rajah Crescent #03-08<br />

Singapore 139959<br />

Tel: (65) 6278 9188<br />

Fax: (65) 6248 5878<br />

www.parkwaylab.com.sg<br />

MEDI-RAD ASSOCIATES LTD*<br />

302 Orchard Road #18-01 Tong Building<br />

Singapore 238862<br />

Tel: (65) 6736 3538 ext 37<br />

Fax: (65) 6732 7776<br />

www.medirad.com.sg<br />

PARKWAY SHENTON PTE LTD*<br />

Cyberhub Building<br />

20 Bendemeer Road #01-02/06<br />

Singapore 339914<br />

Tel: (65) 6227 7777<br />

Fax: (65) 6225 3735<br />

www.parkwayshenton.com<br />

FOMEMA SDN BHD<br />

Lot G8 & G9, Level 5, Block G (Central)<br />

Pusat Bandar Damansara<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel: (60-3) 2094 6188<br />

Fax: (60-3) 2094 6802<br />

www.fomema.com.my<br />

PANTAI MEDIVEST SDN BHD<br />

Mezzanine Floor, West Wing<br />

Bangunan Avenue<br />

No. 8 Jalan Damansara Endah<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel: (60-3) 2092 1000<br />

Fax: (60-3) 2092 5000<br />

Email: custsvc@medivest.com.my<br />

PANTAI PREMIER PATHOLOGY SDN BHD<br />

3rd Floor, Block A, <strong>Pantai</strong> Medical Centre<br />

No. 8 Jalan Bukit <strong>Pantai</strong><br />

59100 Kuala Lumpur<br />

Tel: (60-3) 2282 8795<br />

Fax: (60-3) 2282 2131<br />

Email: admin@premierpathology.com.my<br />

IPAC (International Patient<br />

Assistance Centre)<br />

Singapore: 1<br />

Bangladesh: 3<br />

Chittagong<br />

Dhaka<br />

Sylhet<br />

Brunei Darussalam: 2<br />

Cambodia:1<br />

Phnom Penh<br />

Canada: 1<br />

Vancouver<br />

China: 1<br />

Shanghai<br />

Egypt:1<br />

Cairo<br />

India: 4<br />

Chennai<br />

Mumbai<br />

New Delhi<br />

Punjab<br />

Indonesia: 17<br />

Balikpapan<br />

Bandung<br />

Batam<br />

Jakarta: 2<br />

Makassar<br />

Manado<br />

Malang<br />

Medan<br />

Padang<br />

Palembang<br />

Pekan Baru<br />

Pontianak<br />

Semarang<br />

Solo<br />

Surabaya<br />

Yogyakarta<br />

Malaysia: 4<br />

Johor Bahru<br />

Kota Kinabalu<br />

Kuala Lumpur<br />

Kuching<br />

Myanmar: 1<br />

Yangon<br />

Nigeria: 1<br />

Lagos<br />

Pakistan: 3<br />

Islamabad<br />

Karachi<br />

Lahore<br />

Philippines: 1<br />

Manila<br />

Russia: 1<br />

Vladivostok<br />

Sri Lanka: 1<br />

Colombo<br />

Thailand: 1<br />

Bangkok<br />

United Arab Emirates: 1<br />

Abu Dhabi<br />

USA: 1<br />

New Mexico<br />

Vietnam: 3<br />

Hanoi<br />

Ho Chi Minh<br />

Da Nang<br />

* Corporate liaison office


financial REPORT<br />

DIRECTORS’ REPORT 30<br />

STATEMENT BY DIRECTORS 37<br />

INDEPENDENT AUDITORS’ REPORT 38<br />

BALANCE SHEETS 39<br />

CONSOLIDATED INCOME STATEMENTS 41<br />

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 42<br />

CONSOLIDATED CASH FLOW STATEMENT 46<br />

NOTES TO THE FINANCIAL STATEMENTS 48<br />

SUPPLEMENTARY INFORMATION - SGX-ST LISTING MANUAL REQUIREMENTS 116<br />

ANALYSIS OF SHAREHOLDINGS 135<br />

NOTICE OF ANNUAL GENERAL MEETING 137<br />

PROXY FORM<br />

29<br />

ANNUAL REPORT <strong>2006</strong>


Directors’ report<br />

Directors’ report<br />

We are pleased to submit this annual report to the members of the Company together with the audited financial<br />

statements for the financial year ended 31 December <strong>2006</strong>.<br />

Directors<br />

The directors in office at the date of this report are as follows:<br />

Richard Seow Yung Liang<br />

Sunil Chandiramani<br />

Dr Lim Cheok Peng<br />

Alain Ahkong Chuen Fah<br />

Chang See Hiang<br />

Timothy David Dattels<br />

Ho Kian Guan<br />

Dr Ronald Ling Jih Wen<br />

Ashish Jaiprakash Shastry<br />

David R. White<br />

Ho Kian Hock<br />

Directors’ interests<br />

(Chairman)<br />

(Vice Chairman)<br />

(Managing Director)<br />

(alternate to Ho Kian Guan)<br />

According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter<br />

50 (the Act), particulars of interests of directors who held office at the end of the financial year (including those<br />

held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and<br />

in related corporations (other than wholly-owned subsidiaries) are as follows:<br />

Name of director and corporation in<br />

which interests are held<br />

Company<br />

Holdings in the name<br />

of the director, spouse<br />

or infant children<br />

At beginning<br />

of the year<br />

At end<br />

of the year<br />

Other holdings in which<br />

the director is deemed<br />

to have an interest<br />

At beginning<br />

of the year<br />

Ordinary Shares fully paid<br />

At end<br />

of the year<br />

Sunil Chandiramani 50,000 262,500 – –<br />

Dr Lim Cheok Peng 2,000 1,183,350 – –<br />

Chang See Hiang 125,000 210,000 – –<br />

Ho Kian Guan 693,000 727,650 10,000,000 10,500,000<br />

Ho Kian Hock 100,000 105,000 10,000,000 10,500,000<br />

Name of director and corporation<br />

in which interests are held<br />

Holdings at<br />

beginning of<br />

the year<br />

Holdings<br />

at end<br />

of the year<br />

Company (cont’d) <strong>Parkway</strong> Share Option Scheme 2001<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $0.865 per<br />

share and exercisable between<br />

10/4/2002 and 9/4/<strong>2006</strong>)<br />

Dr Lim Cheok Peng 500,000 –<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $0.94 per<br />

share and exercisable between<br />

20/9/2002 and 19/9/<strong>2006</strong>)<br />

Sunil Chandiramani 200,000 –<br />

Alain Ahkong Chuen Fah 150,000 –<br />

Chang See Hiang 25,000 –<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $0.785* per<br />

share and exercisable between<br />

20/4/2003 and 19/4/2007)<br />

Sunil Chandiramani 200,000 200,000<br />

Dr Lim Cheok Peng 500,000 –<br />

Alain Ahkong Chuen Fah 150,000 50,000<br />

Chang See Hiang 50,000 –<br />

Ho Kian Guan 25,000 25,000<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $1.3767* per<br />

share and exercisable between<br />

20/11/2005 and 19/11/2009)<br />

Sunil Chandiramani 100,000 100,000<br />

Dr Lim Cheok Peng 500,000 375,000<br />

Alain Ahkong Chuen Fah 100,000 100,000<br />

Chang See Hiang 100,000 100,000<br />

Ho Kian Guan 57,000 57,000<br />

30<br />

31<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Directors’ report<br />

Directors’ report<br />

Name of director and corporation<br />

in which interests are held<br />

Company (cont’d)<br />

Holdings at<br />

beginning of<br />

the year<br />

Holdings<br />

at end<br />

of the year<br />

<strong>Parkway</strong> Share Option Scheme 2001 (cont’d)<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $2.037* per<br />

share and exercisable between<br />

10/12/<strong>2006</strong> and 9/12/2010)<br />

Richard Seow Yung Liang 1,000,000 1,000,000<br />

Sunil Chandiramani 100,000 100,000<br />

Dr Lim Cheok Peng 1,500,000 1,500,000<br />

Alain Ahkong Chuen Fah 100,000 100,000<br />

Chang See Hiang 100,000 100,000<br />

Timothy David Dattels – 60,000<br />

Ho Kian Guan 100,000 100,000<br />

Dr Ronald Ling Jih Wen 50,000 50,000<br />

Ashish Jaiprakash Shastry 60,000 60,000<br />

David R. White – 50,000<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $2.303* per<br />

share and exercisable between<br />

10/03/2007 and 9/03/2011)<br />

Richard Seow Yung Liang – 650,000<br />

Sunil Chandiramani – 100,000<br />

Dr Lim Cheok Peng – 1,000,000<br />

Alain Ahkong Chuen Fah – 100,000<br />

Chang See Hiang – 100,000<br />

Timothy David Dattels – 100,000<br />

Ho Kian Guan – 100,000<br />

Dr Ronald Ling Jih Wen – 100,000<br />

Ashish Jaiprakash Shastry – 100,000<br />

David R. White – 100,000<br />

Options to subscribe for Ordinary<br />

Shares (exercise price at $2.31* per<br />

share and exercisable between<br />

18/11/2008 and 17/11/2011)<br />

Alain Ahkong Chuen Fah – 150,000<br />

* Following the issue of rights shares pursuant to the Rights Issue of <strong>Parkway</strong> Holdings Limited on 12 December <strong>2006</strong>, the exercise prices of<br />

the existing share options were adjusted downwards by $0.05 on the same date so as to give the option holders the effect of having the<br />

same proportion of equity capital as that to which they were previously entitled.<br />

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares,<br />

debentures, warrants or share options of the Company, or of related corporations, either at the beginning or at<br />

the end of the financial year.<br />

Except as disclosed in this report, there were no changes in any of the above-mentioned interests in the Company<br />

between the end of the financial year and 21 January 2007.<br />

During the year, certain transactions were made between the Company and/or its subsidiaries and its directors, or<br />

the subsidiaries’ directors or a firm in which one of the directors is a member or companies in which the directors<br />

of the Company or its subsidiaries have substantial financial interest in the ordinary course of business. However,<br />

these directors have neither received nor will they become entitled to receive any benefit from these transactions<br />

other than as suppliers, directors and members of these firms/companies.<br />

Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in note 23 to the<br />

financial statements, since the end of the last financial year, no director has received or become entitled to receive,<br />

a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm<br />

of which he is a member or with a company in which he has a substantial financial interest.<br />

Share options<br />

<strong>Parkway</strong> Share Option Scheme 2001 (<strong>Parkway</strong> Scheme 2001)<br />

The <strong>Parkway</strong> Scheme 2001 was approved by the shareholders of the Company at an Extraordinary General Meeting<br />

held on 18 January 2001. Details of the <strong>Parkway</strong> Scheme 2001 and amendments effected by a resolution passed<br />

at the Extraordinary General Meeting of the Company held on 4 July 2001 were set out in the Directors’ <strong>Report</strong><br />

for the year ended 31 December 2001. Pursuant to an Extraordinary General Meeting held on 2 November <strong>2006</strong>,<br />

the <strong>Parkway</strong> Scheme 2001 was further amended to, inter alia, take into account the Companies (Amendment) Act<br />

2005 which came into operation on 30 January <strong>2006</strong>, including to provide for the possible use of treasury shares in<br />

the scheme, and to allow the share options to be granted at a discount, as well as to provide for greater flexibility<br />

in the determination of the vesting period of the share options, which shall be on or after the first anniversary or<br />

second anniversary (as the case may be) of the date on which the option is granted.<br />

The <strong>Parkway</strong> Scheme 2001 was previously administered by the Company’s Share Option Scheme Committee.<br />

This Committee was dissolved on 9 November <strong>2006</strong> and the responsibility for the administration of the <strong>Parkway</strong><br />

Scheme 2001 was assigned to the Remuneration Committee. The Remuneration Committee comprises 4 directors,<br />

namely, Timothy David Dattels, Richard Seow Yung Liang, Sunil Chandiramani and Ashish Jaiprakash Shastry.<br />

Information regarding the <strong>Parkway</strong> Scheme 2001 is set out below:<br />

Market Price Options<br />

(i)<br />

(ii)<br />

The exercise price of the option is determined at the average of the last dealt prices of the Company’s shares<br />

on the Singapore Exchange Securities Trading Limited (SGX-ST) prevailing on the three consecutive trading<br />

days immediately preceding the date of grant of such options (the Market Price).<br />

The options shall be subject to such conditions (including any vesting schedule) as may be imposed by the<br />

Committee and shall be exercisable, in whole or in part, during the period commencing one year after the<br />

grant date and expiring on the fifth anniversary of the grant date unless they have been cancelled or have<br />

lapsed prior to that date.<br />

Incentive Options<br />

(i)<br />

(ii)<br />

The exercise price of the option is determined by the Remuneration Committee at a discount to the Market<br />

Price, provided that the maximum discount does not exceed 20% of the Market Price.<br />

The options shall be subject to such conditions (including any vesting schedule) as may be imposed by the<br />

Committee and shall be exercisable, in whole or in part, during the period commencing after the second<br />

anniversary of the grant date and expiring on the fifth anniversary of the grant date unless they have been<br />

cancelled or have lapsed prior to that date.<br />

32<br />

33<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Directors’ report<br />

Directors’ report<br />

At the end of the financial year, details of the options granted under the <strong>Parkway</strong> Scheme 2001 on the unissued<br />

ordinary shares of the Company are as follows:<br />

Date of<br />

grant of<br />

options<br />

Exercise<br />

price per<br />

share<br />

Options<br />

outstanding<br />

at 1 Jan <strong>2006</strong><br />

Options<br />

granted<br />

Options<br />

exercised<br />

Options<br />

cancelled<br />

Options<br />

outstanding<br />

at 31 Dec<br />

<strong>2006</strong><br />

Number<br />

of option<br />

holders<br />

at 31 Dec<br />

<strong>2006</strong> Exercise period<br />

9/4/2001 $0.8650 736,000 – 735,500 500 – – 10/4/2002 to 9/4/<strong>2006</strong><br />

19/9/2001 $0.9400 375,000 – 375,000 – – – 20/9/2002 to 19/9/<strong>2006</strong><br />

19/4/2002 $0.7850* 2,996,750 – 1,965,750 75,500 955,500 56 20/4/2003 to 19/4/2007<br />

19/11/2004 $1.3767* 2,137,000 – 462,000 97,500 1,577,500 25 20/11/2005 to 19/11/2009<br />

15/11/2005 $2.0030* 3,855,000 – 17,500 280,000 3,557,500 51 16/11/<strong>2006</strong> to 15/11/2010<br />

9/12/2005 $2.0370* 3,010,000 170,000 # – 60,000 3,120,000 10 10/12/<strong>2006</strong> to 9/12/2010<br />

9/3/<strong>2006</strong> $2.3030* – 5,066,000 – 236,000 4,830,000 60 10/3/2007 to 9/3/2011<br />

17/11/<strong>2006</strong> $2.3100* 1 – 150,000 – – 150,000 1 18/11/2008 to 17/11/2011<br />

17/11/<strong>2006</strong> $2.3400* 2 – 1,000,000 – – 1,000,000 1 18/11/2008 to 17/11/2011<br />

13,109,750 6,386,000 3,555,750 749,500 15,190,500<br />

* Following the issue of rights shares pursuant to the Rights Issue of the Company on 12 December <strong>2006</strong>, the exercise prices of the<br />

existing shares options were adjusted downwards by $0.05 on the same date so as to give the option holders the effect of having the<br />

same proportion of equity capital as that to which they were previously entitled.<br />

#<br />

Options granted on 9 December 2005 but accepted only during the current financial year.<br />

1<br />

Options granted at a discount of 16.21% of the Market Price.<br />

2<br />

Options granted at a discount of 15.15% of the Market Price.<br />

Details of options granted to directors of the Company under the <strong>Parkway</strong> Scheme 2001 are as follows:<br />

Name of director<br />

Options<br />

granted for<br />

financial<br />

year ended<br />

31 Dec <strong>2006</strong><br />

Aggregate<br />

options<br />

granted since<br />

commencement<br />

of scheme to<br />

31 Dec <strong>2006</strong><br />

Aggregate<br />

options<br />

exercised since<br />

commencement<br />

of scheme to<br />

31 Dec <strong>2006</strong><br />

Aggregate<br />

options<br />

cancelled since<br />

commencement<br />

of scheme to<br />

31 Dec <strong>2006</strong><br />

Aggregate<br />

options<br />

outstanding<br />

as at<br />

31 Dec <strong>2006</strong><br />

Richard Seow Yung Liang 650,000 1,650,000 – – 1,650,000<br />

Sunil Chandiramani 100,000 700,000 200,000 – 500,000<br />

Dr Lim Cheok Peng 1,000,000 4,000,000 1,125,000 – 2,875,000<br />

Alain Ahkong Chuen Fah 250,000 750,000 250,000 – 500,000<br />

Daniel Ashton Carroll* 100,000 # 160,000 – 160,000 –<br />

Chang See Hiang 100,000 500,000 200,000 – 300,000<br />

Timothy David Dattels 100,000 # 160,000 – – 160,000<br />

Ho Kian Guan 100,000 475,000 193,000 – 282,000<br />

Dr Ronald Ling Jih Wen 100,000 150,000 – – 150,000<br />

Ashish Jaiprakash Shastry 100,000 160,000 – – 160,000<br />

David R. White 100,000 # 150,000 – – 150,000<br />

Ho Kian Hock – 100,000 100,000 – –<br />

* Retired on 12 April <strong>2006</strong><br />

#<br />

Exclude 170,000 options granted on 9 December 2005 but accepted only during the current financial year<br />

Since the commencement of the <strong>Parkway</strong> Scheme 2001, no options have been granted to the controlling<br />

shareholders of the Company or their associates.<br />

Since the commencement of the <strong>Parkway</strong> Scheme 2001, no participant under the <strong>Parkway</strong> Scheme 2001 has been<br />

granted 5% or more of the total options available under the <strong>Parkway</strong> Scheme 2001.<br />

During the financial year, 6,216,000 options were granted to and accepted by the employees and non-executive<br />

directors of the Company and its subsidiaries under the <strong>Parkway</strong> Scheme 2001. 25,511,000 options have been<br />

granted to the employees and non-executive directors of the Company and its subsidiaries since the commencement<br />

of the <strong>Parkway</strong> Scheme 2001 to the end of the financial year under review.<br />

During the financial year ended 31 December <strong>2006</strong>, 1,150,000 options were granted at a discount of more than<br />

10%, representing 18.5% of the total number of options granted during the financial year under review. No<br />

options were granted at a discount of 10% or less during the financial year under review.<br />

Subsequent to the balance sheet date, 584,000 options were exercised under the <strong>Parkway</strong> Scheme 2001.<br />

Except as disclosed above, there were no unissued shares of the Company or its subsidiaries under options granted<br />

by the Company or its subsidiaries as at the end of the financial year.<br />

The options granted by the Company and its subsidiaries do not entitle the holders of the options, by virtue of such<br />

holding, to any rights to participate in any share issue of any other company.<br />

<strong>Parkway</strong> Performance Share Plan<br />

At the same Extraordinary General Meeting held on 2 November <strong>2006</strong>, the shareholders of the Company approved<br />

the <strong>Parkway</strong> Performance Share Plan. The <strong>Parkway</strong> Performance Share Plan is administered by the Remuneration<br />

Committee, comprising 4 directors, namely, Timothy David Dattels, Richard Seow Yung Liang, Sunil Chandiramani<br />

and Ashish Jaiprakash Shastry.<br />

Under the <strong>Parkway</strong> Performance Share Plan, eligible employees and non-executive directors of the Company<br />

and its subsidiaries will be awarded with fully paid up ordinary shares of the Company, or cash in lieu of ordinary<br />

shares of the Company equivalent to the aggregate market value of such performance shares or a combination of<br />

both, upon the expiry of the prescribed vesting period when certain prescribed performance targets are met. The<br />

performance shares which may be issued pursuant to awards granted under the <strong>Parkway</strong> Performance Share Plan,<br />

when added to the aggregate number of ordinary shares issued pursuant to other share-based incentive schemes<br />

of the Company, shall not exceed 15% of the total number of issued ordinary shares of the Company on the day<br />

immediately preceding the date on which the award is granted.<br />

No performance shares have been awarded to employees or non-executive directors of the Company and its<br />

subsidiaries since the adoption of the <strong>Parkway</strong> Performance Share Plan by the Company.<br />

Audit Committee<br />

The members of the Audit Committee during the year and at the date of this report are as follows:<br />

Alain Ahkong Chuen Fah (Chairman), non-executive director<br />

Chang See Hiang, non-executive director<br />

Ho Kian Guan, non-executive director<br />

Ashish Jaiprakash Shastry, non-executive director<br />

The Audit Committee performs the functions specified in Section 201B of the Act, the SGX-ST Listing Manual (the<br />

Listing Manual) and the Code of Corporate Governance 2005.<br />

The Audit Committee met four times during the year.<br />

34<br />

35<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Directors’ report<br />

Statement by Directors<br />

The principal responsibility of the Audit Committee is to assist the Board of Directors in the identification and<br />

monitoring of areas of significant business risks including the following:<br />

• the effectiveness of the management of principal business risks;<br />

• the effectiveness of the management of financial business risks and the reliability of management and financial<br />

reporting;<br />

• compliance with laws and regulations, particularly those of the Act and the Listing Manual, and its own code<br />

of business conduct;<br />

• the appropriateness of quarterly and full year announcements and reports;<br />

• the effectiveness of the Group’s system of internal controls;<br />

• the effectiveness and efficiency of internal and external audits; and<br />

• interested person transactions<br />

Specific functions of the Audit Committee include reviewing the scope of work of the internal and external auditors,<br />

reviewing the level of assistance provided by the Company’s officers to the internal and external auditors, receiving<br />

and considering the reports of the internal and external auditors, and ensuring that management responds to<br />

recommendations made by the internal and external auditors. The Committee also recommends the appointment<br />

of the external auditors and reviews the level of audit and non-audit fees.<br />

In addition, the Audit Committee has, in accordance with Chapter 9 of the Listing Manual, reviewed the<br />

requirements for approval and disclosure of interested person transactions, and with the assistance of the internal<br />

auditors, reviewed the interested person transactions.<br />

In our opinion:<br />

(a)<br />

(b)<br />

the financial statements set out on pages 39 to 115 are drawn up so as to give a true and fair view of the<br />

state of affairs of the Group and of the Company as at 31 December <strong>2006</strong> and of the results, changes in<br />

equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the<br />

Singapore Companies Act, Chapter 50 and Singapore Financial <strong>Report</strong>ing Standards; and<br />

at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay<br />

its debts as and when they fall due.<br />

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.<br />

On behalf of the Board of Directors<br />

Richard Seow Yung Liang<br />

Director<br />

Dr Lim Cheok Peng<br />

Director<br />

26 February 2007<br />

The Audit Committee has full access to management and is given the resources required for it to discharge its<br />

functions. It has full authority and discretion to invite any director or executive officer to attend its meetings.<br />

The Audit Committee carried out a review of the external auditors’ remuneration, non-audit services provided by<br />

the external auditors, and the independence of the external auditors as required under Section 206(1A) of the<br />

Act and Rule 1207(6b) of the Listing Manual and determined that the auditors were independent in carrying out<br />

their audit of the financial statements. The Audit Committee has recommended to the Board of Directors that the<br />

auditors, KPMG, be nominated for re-appointment as auditors at the forthcoming <strong>Annual</strong> General Meeting of the<br />

Company.<br />

The auditors, KPMG, have indicated their willingness to accept re-appointment.<br />

On behalf of the Board of Directors<br />

Richard Seow Yung Liang<br />

Director<br />

Dr Lim Cheok Peng<br />

Director<br />

36<br />

26 February 2007<br />

37<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Independent auditors’ report<br />

Members of <strong>Parkway</strong> Holdings Limited<br />

Balance sheets<br />

As at 31 December <strong>2006</strong><br />

We have audited the accompanying financial statements of <strong>Parkway</strong> Holdings Limited (the Company) and its<br />

subsidiaries (the Group), which comprise the balance sheet of the Company and the consolidated balance sheet<br />

as at 31 December <strong>2006</strong>, the statement of changes in equity of the Company and the consolidated income<br />

statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then<br />

ended, a summary of significant accounting policies and other explanatory notes, as set out on pages 39 to 115.<br />

Directors’ responsibility for the financial statements<br />

The Company’s directors are responsible for the preparation and fair presentation of these financial statements<br />

in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial<br />

<strong>Report</strong>ing Standards. This responsibility includes: designing, implementing and maintaining internal control<br />

relevant to the preparation and fair presentation of financial statements that are free from material misstatement,<br />

whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting<br />

estimates that are reasonable in the circumstances.<br />

Auditors’ responsibility<br />

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our<br />

audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical<br />

requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are<br />

free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of<br />

the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for<br />

the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes<br />

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made<br />

by the directors, as well as evaluating the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit<br />

opinion.<br />

Opinion<br />

In our opinion:<br />

(a)<br />

the accompanying financial statements are properly drawn up in accordance with the provisions of the<br />

Act and Singapore Financial <strong>Report</strong>ing Standards to give a true and fair view of the state of affairs of the<br />

Company and of the Group as at 31 December <strong>2006</strong>, the changes in equity of the Company and the results,<br />

changes in equity and cash flows of the Group for the year ended on that date; and<br />

Group<br />

Company<br />

Note <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

$’000 $’000 $’000 $’000<br />

(restated)<br />

(restated)<br />

Non-current assets<br />

Property, plant and equipment 3 670,363 804,123 – –<br />

Intangible assets 4 152,918 180,935 – –<br />

Interests in subsidiaries 5 – – 777,239 690,146<br />

Interests in associates 6 11,122 49,967 (4,303) (4,329)<br />

Amounts due from joint ventures 7 96,876 – – –<br />

Other financial assets 8 49,423 28,884 – –<br />

Notes receivables 9 27,967 35,463 27,967 35,463<br />

Deferred tax assets 10 1,023 1,813 7 212<br />

1,009,692 1,101,185 800,910 721,492<br />

Current assets<br />

Completed properties held for resale 11 579 579 – –<br />

Inventories 12 16,374 17,448 – –<br />

Trade receivables 13 86,703 77,455 – –<br />

Other receivables, deposits and prepayments 14 17,854 25,162 172 437<br />

Tax recoverable 544 7,963 – 2,118<br />

Other financial assets 8 520 220 – –<br />

Notes receivables 9 5,601 6,021 5,601 6,021<br />

Cash and cash equivalents 15 93,536 108,009 8,038 8,692<br />

221,711 242,857 13,811 17,268<br />

Total assets 1,231,403 1,344,042 814,721 738,760<br />

Equity attributable to equity holders of the<br />

Company<br />

Share capital 16 364,859 181,753 364,859 181,753<br />

Share premium – 114,041 – 114,041<br />

Other reserves 17 (9,425) (20,517) 8,526 12,968<br />

Accumulated profits 68,494 140,240 83,607 116,223<br />

423,928 415,517 456,992 424,985<br />

Minority interests 11,233 231,230 – –<br />

Total equity carried forward 435,161 646,747 456,992 424,985<br />

(b)<br />

the accounting and other records required by the Act to be kept by the Company and by those subsidiaries<br />

incorporated in Singapore of which we are the auditors have been properly kept in accordance with the<br />

provisions of the Act.<br />

KPMG<br />

Certified Public Accountants<br />

Singapore<br />

26 February 2007<br />

38<br />

39<br />

The accompanying notes form an integral part of these financial statements.<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Balance sheets<br />

As at 31 December <strong>2006</strong><br />

Consolidated income statement<br />

Year ended 31 December <strong>2006</strong><br />

Group<br />

Company<br />

Note <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

$’000 $’000 $’000 $’000<br />

(restated)<br />

(restated)<br />

Total equity brought forward 435,161 646,747 456,992 424,985<br />

Non-current liabilities<br />

Interest-bearing borrowings 19 377,157 427,682 346,365 310,000<br />

Financial derivatives 19 6,592 – 6,592 –<br />

Amounts due to joint venture partners 7 97,471 – – –<br />

Deferred tax liabilities 10 32,721 35,541 – –<br />

513,941 463,223 352,957 310,000<br />

Current liabilities<br />

Bank overdrafts 15 666 3,605 – –<br />

Trade payables and accrued operating expenses 104,263 115,095 3,148 3,213<br />

Other payables 20 25,260 42,318 776 562<br />

Interest-bearing borrowings 19 70,283 44,220 – –<br />

Intra-group financial guarantees 19 – – 99 –<br />

Amounts due to joint venture partners 7 55,174 1,090 – –<br />

Employee benefits 18 2,862 2,475 – –<br />

Current tax payable 23,793 25,269 749 –<br />

282,301 234,072 4,772 3,775<br />

Total liabilities 796,242 697,295 357,729 313,775<br />

Total equity and liabilities 1,231,403 1,344,042 814,721 738,760<br />

Group<br />

Note <strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Revenue 21 868,004 563,616<br />

Other operating income 20,445 18,146<br />

Inventories and consumables used (288,972) (137,731)<br />

Purchased and contracted services (72,664) (42,740)<br />

Costs of investments sold (297) –<br />

Depreciation and impairment losses of property,<br />

plant and equipment 3 (48,671) (37,110)<br />

Amortisation of intangible assets 4 (11,593) (3,499)<br />

Staff costs (231,439) (187,589)<br />

Impairment loss on available-for-sale financial assets (11,672) (1,375)<br />

Other operating expenses (104,309) (70,352)<br />

Finance costs (23,483) (12,110)<br />

Share of profits of associates (net of tax) 3,557 171<br />

Profit before income tax 22 98,906 89,427<br />

Income tax expense 24 (30,068) (22,037)<br />

Profit for the year 68,838 67,390<br />

Attributable to:<br />

Equity holders of the Company 55,283 61,969<br />

Minority interests 13,555 5,421<br />

Profit for the year 68,838 67,390<br />

Earnings per share (cents):<br />

Basic 25 7.44 8.40<br />

Diluted 25 7.41 8.37<br />

40<br />

41<br />

The accompanying notes form an integral part of these financial statements.<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong><br />

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


Consolidated statement of changes in equity<br />

Year ended 31 December <strong>2006</strong><br />

Consolidated statement of changes in equity<br />

Year ended 31 December <strong>2006</strong><br />

Total<br />

Total<br />

attributable<br />

attributable<br />

Group<br />

Note<br />

Share<br />

capital<br />

Exchange<br />

Share fluctuation<br />

premium reserves<br />

Hedge<br />

reserve<br />

Equity<br />

Fair value compensation Accumulated<br />

reserve reserve profits<br />

to equity<br />

holders of<br />

the<br />

Company<br />

Minority<br />

interests<br />

Total<br />

equity<br />

Group<br />

Note<br />

Share<br />

capital<br />

Exchange<br />

Share fluctuation<br />

premium reserves<br />

Hedge<br />

reserve<br />

Equity<br />

Fair value compensation Accumulated<br />

reserve reserve profits<br />

to equity<br />

holders of<br />

the<br />

Company<br />

Minority<br />

interests<br />

Total<br />

equity<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

At 1 January 2005 180,728 111,412 (5,083) – (13,398) 35 136,270 409,964 9,548 419,512<br />

Exchange differences<br />

on retranslation of<br />

opening net assets of<br />

foreign subsidiaries and<br />

associates – – (1,582) – – – – (1,582) (2,766) (4,348)<br />

Changes in fair value of<br />

available-for-sale financial<br />

assets – – – – (368) – – (368) – (368)<br />

Effects on disposal of<br />

available-for-sale financial<br />

assets – – – – (464) – – (464) – (464)<br />

Net losses recognised<br />

directly in equity – – (1,582) – (832) – – (2,414) (2,766) (5,180)<br />

Effects arising on disposal of<br />

subsidiaries 27 – – 18 – – – – 18 (684) (666)<br />

Profit for the year – – – – – – 61,969 61,969 5,421 67,390<br />

Total recognised income and<br />

expense for the year – – (1,564) – (832) – 61,969 59,573 1,971 61,544<br />

Issue of shares under share<br />

option scheme 16 1,025 2,629 – – – – – 3,654 – 3,654<br />

Value of employee services<br />

received for issue of share<br />

options – – – – – 325 – 325 119 444<br />

Effects arising on acquisition<br />

of subsidiaries 27 – – – – – – – – 216,980 216,980<br />

Effects arising on dilution of<br />

interests in subsidiaries – – – – – – – – 7,064 7,064<br />

Final dividend paid of 4.5<br />

cents per share less tax<br />

at 20% in respect of year<br />

2004 – – – – – – (26,068) (26,068) – (26,068)<br />

First interim dividend paid of<br />

1.5 cents per share less<br />

tax at 20% – – – – – – (8,694) (8,694) – (8,694)<br />

Second interim dividend paid<br />

of 2.0 cents per share less<br />

tax at 20% – – – – – – (11,618) (11,618) – (11,618)<br />

Third interim dividend paid<br />

of 2.0 cents per share less<br />

tax at 20% – – – – – – (11,619) (11,619) – (11,619)<br />

Dividend paid to minority<br />

shareholders – – – – – – – – (4,452) (4,452)<br />

At 31 December 2005 181,753 114,041 (6,647) – (14,230) 360 140,240 415,517 231,230 646,747<br />

At 1 January <strong>2006</strong> 181,753 114,041 (6,647) – (14,230) 360 140,240 415,517 231,230 646,747<br />

Exchange differences on<br />

retranslation of opening<br />

net assets of foreign<br />

subsidiaries and associates – – (1,326) – – – – (1,326) (2,417) (3,743)<br />

Impairment loss on<br />

available-for-sale financial<br />

assets – – – – 11,672 – – 11,672 – 11,672<br />

Changes in fair value of<br />

available-for-sale financial<br />

assets – – – – 5,309 – – 5,309 2,757 8,066<br />

Effects on disposal of<br />

available-for-sale financial<br />

assets – – – – (121) – – (121) (11) (132)<br />

Changes in fair value of<br />

financial derivatives – – – (6,592) – – – (6,592) – (6,592)<br />

Net gain and losses<br />

recognised directly in equity – – (1,326) (6,592) 16,860 – – 8,942 329 9,271<br />

Profit for the year – – – – – – 55,283 55,283 13,555 68,838<br />

Total recognised income and<br />

expense for the year – – (1,326) (6,592) 16,860 – 55,283 64,225 13,884 78,109<br />

Issue of shares under share<br />

option scheme 16 2,970 354 – – – – – 3,324 – 3,324<br />

Issue of shares pursuant to<br />

rights issue 16 65,741 – – – – – – 65,741 – 65,741<br />

Transfer from share premium<br />

account to share capital<br />

upon implementation<br />

of the Companies<br />

(Amendment) Act 2005 114,395 (114,395) – – – – – – – –<br />

Balance carried forward 364,859 – (7,973) (6,592) 2,630 360 195,523 548,807 245,114 793,921<br />

42<br />

43<br />

The accompanying notes form an integral part of these financial statements.<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong><br />

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


Consolidated statement of changes in equity<br />

Year ended 31 December <strong>2006</strong><br />

Statement of changes in equity<br />

Year ended 31 December <strong>2006</strong><br />

Group<br />

Balance brought<br />

Note<br />

Share<br />

capital<br />

Share<br />

premium<br />

Exchange<br />

fluctuation<br />

reserves<br />

Hedge<br />

reserve<br />

Fair value compensation Accumulated<br />

reserve<br />

Equity<br />

reserve<br />

profits<br />

Total<br />

attributable<br />

to equity<br />

holders of<br />

the<br />

Company<br />

Minority<br />

interests<br />

Total<br />

equity<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

forward 364,859 – (7,973) (6,592) 2,630 360 195,523 548,807 245,114 793,921<br />

Value of employee<br />

services received for<br />

issue of share options – – – – – 2,150 – 2,150 – 2,150<br />

Issue of share to<br />

minority shareholders – – – – – – – – 13,534 13,534<br />

Effects on acquisition of<br />

additional interests in<br />

subsidiaries – – – – – – – – (10,917) (10,917)<br />

Effects on adoption<br />

of proportionate<br />

consolidation – – – – – – – – (230,347) (230,347)<br />

Final dividend paid of<br />

5.0 cents per share<br />

less tax at 20% in<br />

respect of year 2005 – – – – – – (29,166) (29,166) – (29,166)<br />

First interim dividend<br />

paid of 1.5 cents per<br />

share less tax at 20% – – – – – – (8,755) (8,755) – (8,755)<br />

Second interim dividend<br />

paid of 2.0 cents per<br />

share less tax at 20% – – – – – – (11,679) (11,679) – (11,679)<br />

Third interim dividend<br />

paid of 2.0 cents per<br />

share less tax at 20% – – – – – – (11,688) (11,688) – (11,688)<br />

Special dividend paid of<br />

11.25 cents per share<br />

less tax at 20% in<br />

respect of year <strong>2006</strong> – – – – – – (65,741) (65,741) – (65,741)<br />

Dividend paid to<br />

minority shareholders – – – – – – – – (6,151) (6,151)<br />

At 31 December <strong>2006</strong> 364,859 – (7,973) (6,592) 2,630 2,510 68,494 423,928 11,233 435,161<br />

Share<br />

Share<br />

Capital<br />

Note capital premium reserves reserve reserve profits Total<br />

Company $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

Equity<br />

compensation<br />

Hedge<br />

Accumulated<br />

At 1 January 2005, as previously reported 180,728 111,412 12,656 35 – 118,568 423,399<br />

Effects of adopting FRS 39 2.6 – – – – – 9 9<br />

At 1 January 2005, restated 180,728 111,412 12,656 35 – 118,577 423,408<br />

Profit for the year – – – – – 55,645 55,645<br />

Total recognised income for the year – – – – – 55,645 55,645<br />

–<br />

Issue of shares under share option scheme 16 1,025 2,629 – – – – 3,654<br />

Value of employee services received for issue<br />

of share options – – – 277 – – 277<br />

Final dividend paid of 4.5 cents per share less<br />

tax at 20% in respect of year 2004 – – – – – (26,068) (26,068)<br />

First interim dividend paid of 1.5 cents per<br />

share less tax at 20% – – – – – (8,694) (8,694)<br />

Second interim dividend paid of 2.0 cents<br />

per share less tax at 20% – – – – – (11,618) (11,618)<br />

Third interim dividend paid of 2.0 cents per<br />

share less tax at 20% – – – – – (11,619) (11,619)<br />

At 31 December 2005 181,753 114,041 12,656 312 – 116,223 424,985<br />

At 31 December 2005, as previously<br />

reported 181,753 114,041 12,656 312 – 116,214 424,976<br />

Effects of adopting FRS 39 2.6 – – – – – 9 9<br />

At 31 December 2005, restated 181,753 114,041 12,656 312 – 116,223 424,985<br />

Changes in fair value of financial derivatives – – – – (6,592) – (6,592)<br />

Net losses recognised directly to equity – – – – (6,592) – (6,592)<br />

Profit for the year – – – – – 94,413 94,413<br />

Total recognised income and expense for<br />

the year – – – – (6,592) 94,413 87,821<br />

Issue of shares under share option scheme 16 2,970 354 – – – – 3,324<br />

Issue of shares pursuant to rights issue 16 65,741 – – – – – 65,741<br />

Transfer from share premium account to<br />

share capital upon implementation of the<br />

Companies (Amendment) Act 2005 114,395 (114,395) – – – – –<br />

Value of employee services received for issue<br />

of share options – – – 2,150 – – 2,150<br />

Final dividend paid of 5.0 cents per share less<br />

tax at 20% in respect of year 2005 – – – – – (29,166) (29,166)<br />

First interim dividend paid of 1.5 cents per<br />

share less tax at 20% – – – – – (8,755) (8,755)<br />

Second interim dividend paid of 2.0 cents<br />

per share less tax at 20% – – – – – (11,679) (11,679)<br />

Third interim dividend paid of 2.0 cents per<br />

share less tax at 20% – – – – – (11,688) (11,688)<br />

Special dividend paid of 11.25 cents per<br />

share less tax at 20% in respect of year<br />

<strong>2006</strong> – – – – – (65,741) (65,741)<br />

At 31 December <strong>2006</strong> 364,859 – 12,656 2,462 (6,592) 83,607 456,992<br />

44<br />

45<br />

The accompanying notes form an integral part of these financial statements.<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong><br />

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


Consolidated cash flow statement<br />

Year ended 31 December <strong>2006</strong><br />

Consolidated cash flow statement<br />

Year ended 31 December <strong>2006</strong><br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Operating activities<br />

Profit before income tax 98,906 89,427<br />

Adjustments for:<br />

Exchange difference 3,392 (574)<br />

Loss on dilution of interest in subsidiary – 2,141<br />

Depreciation and impairment losses of property, plant<br />

and equipment 48,671 37,110<br />

Amortisation of intangible assets 11,593 3,499<br />

Impairment loss on available-for-sale financial assets 11,672 1,375<br />

Allowance (written back)/made for impairment on receivables due from associates (33) 452<br />

Gain on disposal of equity investments (122) (283)<br />

(Gain)/Loss on disposal of property, plant and equipment (275) 462<br />

Loss on disposal of subsidiaries – 92<br />

Gain on disposal of associates (42) –<br />

Share of profits of associates (3,557) (171)<br />

Gain on redemption of fixed rate notes (878) –<br />

Share option expense 2,150 444<br />

Dividend income (2,680) (1,616)<br />

Interest income (4,225) (3,065)<br />

Interest expense 23,483 12,110<br />

Loan forgiven by former corporate shareholder of a subsidiary – (1,150)<br />

188,055 140,253<br />

Changes in working capital:<br />

Increase in inventories (3,461) (729)<br />

Increase in trade and other receivables (40,046) (20,931)<br />

Increase in financial assets available-for-sale and held for trading (331) (4)<br />

Increase in trade and other payables 16,889 18,024<br />

Cash generated from operations 161,106 136,613<br />

Income taxes paid (22,993) (14,102)<br />

Cash flows from operating activities carried forward 138,113 122,511<br />

Group<br />

Note <strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Cash flows from operating activities brought forward 138,113 122,511<br />

Investing activities<br />

Purchase of property, plant and equipment (66,296) (41,486)<br />

Proceeds from redemption of notes receivables 6,026 6,205<br />

Proceeds from sale of property, plant and equipment 3,624 3,618<br />

Acquisition of subsidiaries, net of cash 27 – (102,369)<br />

Acquisition of additional interests in subsidiaries (6,466) –<br />

Acquistion of additional interest in joint venture, net of cash (57,984) –<br />

Proceeds from redemption of preference shares by associate 2,040 –<br />

Acquisition of available-for-sale investments (236) –<br />

Investments in associates (82) –<br />

Proceeds from disposal of subsidiaries, net of cash 27 – 1,559<br />

Net repayment by associates 113 336<br />

Net repayment by joint ventures – 39<br />

Proceeds from disposal of available-for-sale investments 122 2,801<br />

Dividends received 3,094 1,616<br />

Interest received 3,334 2,074<br />

Proceeds from disposal of associates 2,123 –<br />

Cash flows from investing activities (110,588) (125,607)<br />

Financing activities<br />

Issue of shares under share option scheme 3,324 3,654<br />

Proceeds from rights issue 65,741 –<br />

Repayment of bank loans (67,192) (89,127)<br />

Proceeds from bank loans 410,532 82,575<br />

Repayment of finance lease obligations (1,767) (1,424)<br />

Redemption of floating rate notes (100,750) (30,000)<br />

Redemption of fixed rate notes (149,122) –<br />

Repurchase of floating rate notes (59,250) (77,000)<br />

Re-issue of floating rate notes – 77,000<br />

Loan from joint venture partner 54,880 –<br />

Interest paid (21,644) (10,946)<br />

Dividends paid (127,029) (57,999)<br />

Issue of shares to minority shareholders 13,534 6,125<br />

Shares re-purchased from minority shareholders (1,877) –<br />

Dividends paid to minority shareholders (6,151) (4,452)<br />

Pledged deposits (transferred to)/withdrawn from sinking fund and for<br />

credit facilities (4,085) 54<br />

Cash flows from financing activities 9,144 (101,540)<br />

Net increase/(decrease) in cash and cash equivalents 36,669 (104,636)<br />

Cash and cash equivalents at beginning of the year 90,850 196,477<br />

Effects of proportionate consolidation (51,310) –<br />

Exchange fluctuation on cash and cash equivalents (978) (991)<br />

Cash and cash equivalents at end of the year 15 75,231 90,850<br />

46<br />

The accompanying notes form an integral part of these financial statements.<br />

During the year, property, plant and equipment amounting to $889,000 (2005: $1,686,000) was acquired under<br />

finance leases.<br />

The accompanying notes form an integral part of these financial statements.<br />

47<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

These notes form an integral part of the financial statements.<br />

The financial statements were authorised for issue by the Board of Directors on 26 February 2007.<br />

1 Domicile and activities<br />

<strong>Parkway</strong> Holdings Limited (the Company) is incorporated in the Republic of Singapore and has its registered<br />

office at No. 1 Grange Road, #11-01 Orchard Building, Singapore 239693.<br />

The principal activities of the Company are those relating to investment holding while those of the subsidiaries<br />

consist of the business of private hospital ownership and management and related healthcare services,<br />

ownership and management of medical clinics, practice of dental surgeons and the operation of dental<br />

clinics, provision of clinical research services, ownership and management of radiology clinics, provision of<br />

comprehensive diagnostic laboratory services, provision of managed care and related services, underwriting<br />

of accident and healthcare insurance policies, and investment holding and trading.<br />

The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the<br />

Group) and the Group’s interests in joint ventures and associates.<br />

2 Summary of significant accounting policies<br />

2.1 Basis of preparation<br />

The financial statements have been prepared in accordance with Singapore Financial <strong>Report</strong>ing Standards<br />

(FRS).<br />

The financial statements have been prepared on the historical cost basis except for certain financial assets and<br />

financial liabilities which are stated at fair value. The financial statements are presented in Singapore dollars<br />

which is the Company’s functional currency. All financial information presented in Singapore dollars has been<br />

rounded to the nearest thousand, unless otherwise stated.<br />

The preparation of financial statements requires management to make judgements, estimates and assumptions<br />

that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The<br />

estimates and associated assumptions are based on historical experience and various other factors that<br />

are believed to be reasonable under the circumstances, the results of which form the basis of making the<br />

judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources.<br />

Actual results may differ from these estimates.<br />

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting<br />

estimates are recognised in the period in which the estimate is revised and in any future periods affected.<br />

In particular, information about significant areas of estimation uncertainty and critical judgements in applying<br />

accounting policies that have the most significant effect on the amount recognised in the financial statements<br />

are described in the following notes:<br />

• Note 4 – assumptions of recoverable amounts relating to goodwill impairment<br />

• Note 18 – valuation of share options<br />

• Note 29 – valuation of financial instruments<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2.1 Basis of preparation (Cont’d)<br />

Accounting policies relating to the following types of transactions were changed during the year:<br />

• Interests in joint ventures, as described in note 2.2;<br />

• Foreign currencies – net investment in a foreign operation, as described in note 2.3; and<br />

• Intra-group financial guarantees, as described in note 2.6.<br />

Except for the above changes, the accounting policies set out below have been applied consistently by the<br />

Group. The accounting policies used by the Group have been applied consistently to all periods presented<br />

in these financial statements.<br />

2.2 Consolidation<br />

Business combinations<br />

Business combinations are accounted for under the purchase method. The cost of an acquisition is measured<br />

at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date<br />

of exchange, plus costs directly attributable to the acquisition.<br />

The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent<br />

liabilities over the cost of acquisition is credited to the income statement in the period of the acquisition.<br />

Subsidiaries<br />

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the<br />

financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control,<br />

potential voting rights that presently are exercisable are taken into account. The financial statements of<br />

subsidiaries are included in the consolidated financial statements from the date that control commences until<br />

the date that control ceases.<br />

Joint ventures<br />

Joint ventures are those entities over whose activities the Group has joint control, established by contractual<br />

agreement and requiring unanimous consent for strategic financial and operating decisions. Joint ventures are<br />

accounted for using proportionate consolidation. The financial statements of joint ventures are proportionately<br />

consolidated from the date that joint control commences until the date that joint control ceases.<br />

Associates<br />

Associates are those entities in which the Group has significant influence, but not control, over their financial<br />

and operating policies. Associates are accounted for using the equity method. The consolidated financial<br />

statements include the Group’s share of the income and expenses of associates, after adjustments to align<br />

the accounting policies with those of the Group, from the date that significant influence commences until the<br />

date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the<br />

carrying amount of that interest (including any long-term investments) is reduced to zero and the recognition<br />

of further losses is discontinued except to the extent that the Group has an obligation or has made payments<br />

on behalf of the associate.<br />

48<br />

49<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2.2 Consolidation (Cont’d)<br />

Transactions eliminated on consolidation<br />

Intra-group balances, and any unrealised income or expenses arising from intra-group transactions, are<br />

eliminated in preparing the consolidated financial statements.<br />

Unrealised gains arising from transactions with joint ventures are eliminated to the extent of the Group’s<br />

interest in the joint ventures. Unrealised losses are eliminated in the same way as unrealised gains except that<br />

losses shall be recognised immediately when they represent a reduction in the net realisable value of assets<br />

or an impairment loss. Balances with joint ventures are eliminated to the extent of the Group’s interest in the<br />

joint ventures.<br />

Unrealised gains arising from transactions with associates are eliminated against the investment to the extent<br />

of the Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised gains,<br />

but only to the extent that there is no evidence of impairment.<br />

Accounting for subsidiaries and associates by the Company<br />

Investments in subsidiaries and associates are stated in the Company’s balance sheet at cost less accumulated<br />

impairment losses.<br />

Change in accounting policy<br />

Interests in joint ventures are accounted for using proportionate consolidation as the Group exercises joint<br />

control with the other partners over the financial and operational decisions in these entities. Previously, the<br />

interests in joint ventures (including partnerships) were accounted for using the equity method. The directors<br />

are of the view that the consolidated financial statements incorporating the proportionate consolidated<br />

assets, liabilities, revenue and expenses of the joint ventures present more relevant information of the financial<br />

position and operating results of the Group.<br />

This change in accounting policy has been recognised retrospectively and comparatives have been restated.<br />

The assets, liabilities, revenue and expenses in the consolidated financial statements have increased by the<br />

Group’s interests in the joint ventures.<br />

2.3 Foreign currencies<br />

Foreign currency transactions<br />

Transactions in foreign currencies are translated to the respective functional currencies of Group entities<br />

at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in<br />

foreign currencies at the reporting date are retranslated to the functional currencies at the exchange rate<br />

ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are<br />

measured at fair value are retranslated to the functional currency at the exchange rate at the date on which<br />

the fair value was determined.<br />

Foreign currency differences arising on retranslation are recognised in the income statement except for<br />

differences arising on the retranslation of monetary items that in substance form part of the Group’s net<br />

investment in a foreign operation (see below), available-for-sale equity instruments.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2.3 Foreign currencies (Cont’d)<br />

Net investment in a foreign operation<br />

Exchange differences arising from monetary items that in substance form part of the Company’s net investment<br />

in a foreign operation are recognised in the Company’s income statement. Such exchange differences are<br />

reclassified to equity in the consolidated financial statements. When the hedged net investment is disposed<br />

of, the cumulative amount in equity is transferred to the income statement as an adjustment to the profit or<br />

loss arising on disposal.<br />

Foreign operations<br />

The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates prevailing<br />

at the reporting date. The income and expenses of foreign operations are translated to Singapore dollars at<br />

exchange rates ruling at the dates of the transactions. Goodwill and fair value adjustments arising on the<br />

acquisition of a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign<br />

operation and translated at the closing rate. For acquisitions prior to 1 January 2005, the exchange rates at<br />

the date of acquisition were used.<br />

Foreign currency differences are recognised in the exchange fluctuation reserves. When a foreign operation<br />

is disposed of, in part or in full, the relevant amount in the exchange fluctuation reserves is transferred to the<br />

income statement.<br />

2.4 Property, plant and equipment<br />

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.<br />

Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that<br />

is integral to the functionality of the related equipment is capitalised as part of that equipment.<br />

When parts of an item of property, plant and equipment have different useful lives, they are accounted for<br />

as separate items (major components) of property, plant and equipment.<br />

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount<br />

of the item if it is probable that the future economic benefits embodied within the part will flow to the Group<br />

and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment<br />

are recognised in the income statement as incurred.<br />

Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives (or<br />

lease term, if shorter) of each part of an item of property, plant and equipment.<br />

The estimated useful lives are as follows:<br />

Leasehold land<br />

remaining term of the lease<br />

Freehold buildings 2%<br />

Freehold medical centre suites 2%<br />

Leasehold buildings 2%<br />

Leasehold office premises and<br />

commercial buildings 2%<br />

Renovation and improvements 4% to 33 1 / 3<br />

%<br />

Hospital and medical equipment, and<br />

furniture, fittings and equipment 6 2 / 3<br />

% to 33 1 / 3<br />

%<br />

Motor vehicles 20%<br />

50<br />

51<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2 Summary of significant accounting policies (Cont’d)<br />

2.4 Property, plant and equipment (Cont’d)<br />

2.5 Intangible assets (Cont’d)<br />

No depreciation is provided on freehold land and construction in progress. In respect of fully depreciated or<br />

impaired assets, the cost and accumulated depreciation and impairment losses are retained in the financial<br />

statements until they are no longer in use.<br />

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each<br />

reporting date.<br />

Other intangible assets<br />

Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost<br />

less accumulated amortisation and impairment losses. Other intangible assets are amortised in the income<br />

statement on a straight-line basis over their estimated useful lives of 6 to 10 years, from the date on which<br />

they are available for use.<br />

2.5 Intangible assets<br />

Goodwill<br />

Other intangible assets that have indefinite lives or that are not available for use are stated at cost less<br />

impairment losses. Such intangible assets are tested for impairment annually or as and when indicators of<br />

impairment are identified as described in note 2.8.<br />

Goodwill and negative goodwill arise on the acquisition of subsidiaries, joint ventures and associates.<br />

2.6 Financial instruments<br />

Acquisitions prior to 1 January 2001<br />

Non-derivative financial instruments<br />

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of<br />

the identifiable net assets and liabilities of the acquiree.<br />

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other<br />

receivables, notes receivables, cash and cash equivalents, financial liabilities, and trade and other payables.<br />

Goodwill and negative goodwill on acquisitions were written off against accumulated profits in the year of<br />

acquisition.<br />

Goodwill and negative goodwill that have previously been taken to reserves are not taken to the income<br />

statement when (a) the business is disposed of or (b) the goodwill is impaired.<br />

Acquisitions occurring between 1 January 2001 and 31 December 2004<br />

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of<br />

the identifiable assets and liabilities of the acquiree.<br />

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value<br />

through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to<br />

initial recognition, non-derivative financial instruments are measured as described below.<br />

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument.<br />

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire<br />

or if the Group transfers the financial asset to another party without retaining control or transfers substantially<br />

all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at<br />

settlement date, i.e., the date that an asset is delivered to or by the Group. Financial liabilities are derecognised<br />

if the Group’s obligations specified in the contract expire or are discharged or cancelled.<br />

Goodwill arising on the acquisition of subsidiaries and joint ventures is presented in intangible assets. Goodwill<br />

arising on the acquisition of associates is presented together with investments in associates.<br />

Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life<br />

of not more than 20 years. On 1 January 2005, the Group discontinued amortisation of this goodwill. This<br />

remaining goodwill balance is subject to testing for impairment, as described in note 2.8.<br />

Negative goodwill was derecognised by crediting accumulated profit on 1 January 2005.<br />

Acquisitions on or after 1 January 2005<br />

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of<br />

the identifiable assets, liabilities and contingent liabilities of the acquiree.<br />

Goodwill arising on the acquisition of subsidiaries and joint ventures is presented in intangible assets. Goodwill<br />

arising on the acquisition of associates is presented together with investments in associates.<br />

Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as<br />

described in note 2.8. Negative goodwill is recognised immediately in the income statement.<br />

Cash and cash equivalents comprise cash and bank balances, and deposits with financial institutions. Bank<br />

overdrafts that are repayable on demand and that form an integral part of the Group’s cash management are<br />

included as a component of cash and cash equivalents for the purpose of the cash flow statement.<br />

Held-to-maturity investments<br />

If the Group has the positive intent and ability to hold debt securities to maturity, they are classified as<br />

held-to-maturity. Held-to-maturity investments are measured at amortised cost using the effective interest<br />

method, less any impairment losses.<br />

Available-for-sale financial assets<br />

The Group’s investments in equity securities are classified as available-for-sale financial assets. Subsequent<br />

to initial recognition, they are measured at fair value and changes therein, other than for impairment losses<br />

and foreign exchange gains and losses on available-for-sale monetary items (see note 2.3), are recognised<br />

directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to<br />

the income statement.<br />

Investments at fair value through profit or loss<br />

52<br />

Acquisition of minority interest<br />

Goodwill arising on the acquisition of a minority interest in a subsidiary represents the excess of the cost of<br />

the additional investment over the carrying amount of the net assets acquired at the date of exchange.<br />

An instrument is classified as at fair value through profit or loss if it is held for trading or is designated as such<br />

upon initial recognition. Financial instruments are designated as fair value through profit or loss if the Group<br />

manages such investments and makes purchase and sale decisions based on their fair value. Upon initial<br />

recognition, attributable transaction costs are recognised in the income statement when incurred. Financial<br />

instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised<br />

in the income statement.<br />

53<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2 Summary of significant accounting policies (Cont’d)<br />

2.6 Financial instruments (Cont’d)<br />

2.6 Financial instruments (Cont’d)<br />

Others<br />

Impairment of financial assets (Cont’d)<br />

Other non-derivative financial instruments are measured at amortised cost using the effective interest method,<br />

less any impairment losses.<br />

Individually significant financial assets are tested for impairment on an individual basis. The remaining<br />

financial assets are assessed collectively in groups that share similar credit risk characteristics.<br />

Derivative financial instruments and hedging activities<br />

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.<br />

Embedded derivatives are separated from the host contract and accounted for separately if the economic<br />

characteristics and risks of the host contract and the embedded derivative are not closely related, a separate<br />

instrument with the same terms as the embedded derivative would meet the definition of a derivative, and<br />

the combined instrument is not measured at fair value through profit or loss.<br />

All impairment losses are recognised in the income statement. Any cumulative loss in respect of an availablefor-sale<br />

financial asset recognised previously in equity is transferred to the income statement.<br />

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the<br />

impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale<br />

financial assets that are debt securities, the reversal is recognised in the income statement. For available-forsale<br />

financial assets that are equity securities, the reversal is recognised directly in equity.<br />

Derivatives are recognised initially at fair value and attributable transaction costs are recognised in the income<br />

statement when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and<br />

changes therein are accounted for as described below.<br />

Intra-group financial guarantees<br />

Financial guarantees are classified as financial liabilities.<br />

Cash flow hedges<br />

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised<br />

directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes<br />

in fair value are recognised in the income statement.<br />

Financial guarantees are recognised initially at fair value. Subsequent to initial measurement, the financial<br />

guarantees are stated at the higher of the initial fair value less cumulative amortisation and the amount that<br />

would be recognised if they were accounted for as contingent liabilities. When financial guarantees are<br />

terminated before their original expiry date, the carrying amount of the financial guarantees is transferred to<br />

the income statement.<br />

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or<br />

exercised, hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised<br />

in equity remains there until the forecast transaction occurs. When the hedged item is a non-financial asset,<br />

the amount recognised in equity is transferred to the carrying amount of the asset when it is recognised. In<br />

other cases the amount recognised in equity is transferred to the income statement in the same period that<br />

the hedged item affects profit or loss.<br />

Fair value hedges<br />

Change in accounting policy<br />

The adoption of the amendments to FRS 39 Financial Instruments: Recognition and Measurement - Financial<br />

Guarantee Contracts has resulted in the Company measuring its intra-group financial guarantees at fair value<br />

upon inception of the guarantees. These guarantees are subsequently measured at the higher of their initial<br />

fair values less cumulative amortisation and the amount that would be recognised if they were accounted<br />

for as contingent liabilities. Previously, the financial guarantees were accounted for as contingent liabilities<br />

whereby a loss was recognised only if it is probable that it would be incurred.<br />

Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognised<br />

in the income statement. The hedged item also is stated at fair value in respect of the risk being hedged,<br />

with any gain or loss being recognised in the income statement.<br />

This change in accounting policy was recognised retrospectively in accordance with the transitional provisions<br />

of the amendment to the accounting standard, and comparatives have been restated. This change has no<br />

impact to the Group’s financial statements.<br />

Economic hedges<br />

Hedge accounting is not applied to derivative instruments that economically hedge monetary assets and<br />

liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognised in<br />

the income statement as part of foreign currency gains and losses.<br />

Separable embedded derivatives<br />

Changes in the fair value of separable embedded derivatives are recognised immediately in the income<br />

statement.<br />

The adoption of the amendments to FRS 39 Financial Instruments: Recognition and Measurement - Financial<br />

Guarantee Contracts resulted in:<br />

Company<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Balance sheet as at 31 December<br />

Increase in investments in subsidiaries 309 9<br />

Increase in intra-group financial guarantees (99) -<br />

Cumulative increase in accumulated profits 210 9<br />

Impairment of financial assets<br />

The adjustment to accumulated profits at 1 January 2005 and 1 January <strong>2006</strong> was an increase of $9,000.<br />

54<br />

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had<br />

a negative effect on the estimated future cash flows of that asset.<br />

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference<br />

between its carrying amount, and the present value of the estimated future cash flows discounted at the<br />

original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated<br />

by reference to its current fair value.<br />

Share capital<br />

Ordinary shares are classified as equity.<br />

Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a<br />

deduction from equity.<br />

55<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2.7 Leases<br />

When entities within the Group are lessees of a finance lease<br />

Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as<br />

finance leases. Upon initial recognition, property, plant and equipment acquired through finance leases are<br />

capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent<br />

to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to<br />

that asset. Leased assets are depreciated over the shorter of the lease term and their useful lives. Lease<br />

payments are apportioned between finance expense and reduction of the lease liability. The finance expense<br />

is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the<br />

remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum<br />

lease payments over the remaining term of the lease when the lease adjustment is confirmed.<br />

When entities within the Group are lessees of an operating lease<br />

Where the Group has the use of assets under operating leases, payments made under the leases are recognised<br />

in the income statement on a straight-line basis over the term of the lease. Lease incentives received are<br />

recognised in the income statement as an integral part of the total lease payments made. Contingent rentals<br />

are charged to the income statement in the accounting period in which they are incurred.<br />

When entities within the Group are lessors of an operating lease<br />

Assets leased out under operating leases are included in property, plant and equipment and are stated at cost<br />

less accumulated depreciation and impairment losses. Rental income (net of any incentives given to lessees)<br />

is recognised on a straight-line basis over the lease term.<br />

2.8 Impairment – non-financial assets<br />

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are<br />

reviewed at each reporting date to determine whether there is any indication of impairment. If any such<br />

indication exists, the assets’ recoverable amounts are estimated. For goodwill and other intangible assets that<br />

have indefinite lives or that are not available for use, recoverable amount is estimated at each reporting date,<br />

and as and when indicators of impairment are identified.<br />

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its<br />

recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows<br />

that largely are independent from other assets and groups. Impairment losses are recognised in the income<br />

statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.<br />

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying<br />

amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in<br />

the unit (group of units) on a pro rata basis.<br />

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value<br />

less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present<br />

value using a pre-tax discount rate that reflects current market assessments of the time value of money and<br />

the risks specific to the asset or cash-generating unit.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses<br />

recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased<br />

or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to<br />

determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying<br />

amount does not exceed the carrying amount that would have been determined, net of depreciation or<br />

amortisation, if no impairment loss had been recognised.<br />

2.9 Completed properties held for resale<br />

Completed properties are those properties which are held with the intention of sale in the ordinary course of<br />

business and are classified as current assets.<br />

All completed properties held for resale are stated at the lower of cost and estimated net realisable value.<br />

2.10 Inventories<br />

Inventories comprising mainly pharmacy, hospital and surgical supplies are stated at the lower of cost and<br />

net realisable value.<br />

Cost is calculated using the weighted average cost formula and comprises all costs of purchase and other<br />

costs incurred in bringing the inventories to their present location and condition. Due allowance is made for<br />

all damaged, expired and slow moving items.<br />

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs<br />

necessary to make the sale.<br />

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period<br />

in which the related revenue is recognised. The amount of any allowance for write-down of inventories to<br />

net realisable value and all losses of inventories are recognised as an expense in the period the write-down<br />

or loss occurs. The amount of any reversal of any allowance for write-down of inventories, arising from an<br />

increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an<br />

expense in the period in which the reversal occurs.<br />

2.11 Employee benefits<br />

Defined contribution plans<br />

Obligations for contributions to defined contribution pension plans are recognised as an expense in the<br />

income statement as incurred.<br />

Short-term benefits<br />

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the<br />

related service is provided.<br />

A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing<br />

plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service<br />

provided by the employee and the obligation can be estimated reliably.<br />

56<br />

57<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2.11 Employee benefits (Cont’d)<br />

Share-based payments<br />

The share option programme allows the Group employees and non-executive directors to acquire shares of<br />

the Company. The fair value of options granted is recognised as an expense with a corresponding increase in<br />

equity. The fair value is measured at grant date and spread over the period during which the holders become<br />

unconditionally entitled to the options. At each balance sheet date, the Company revises its estimates of<br />

the number of options that are expected to become exercisable. It recognises the impact of the revision<br />

of original estimates in the share option expense and in a corresponding adjustment to equity over the<br />

remaining vesting period.<br />

The proceeds received net of any directly attributable transactions costs are credited to share capital when<br />

the options are exercised.<br />

2.12 Revenue recognition<br />

Performance of services<br />

Revenue from the performance of services is recognised on the completion of services rendered.<br />

Sale of completed properties held for resale<br />

Profit from the sale of completed properties is recognised when the units are sold and the corresponding<br />

costs are then taken to the income statement. Allowance is made for anticipated losses if and when they<br />

can be determined.<br />

Rental income<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

2 Summary of significant accounting policies (Cont’d)<br />

2.13 Finance costs<br />

All borrowing costs are recognised in the income statement using the effective interest method, except to the<br />

extent that they are capitalised as being directly attributable to the acquisition, construction or production of<br />

an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.<br />

2.14 Income tax expense<br />

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income<br />

statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised<br />

in equity.<br />

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or<br />

substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.<br />

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the<br />

carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation<br />

purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of<br />

goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and<br />

that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and<br />

joint ventures to the extent that they probably will not reverse in the foreseeable future. Deferred tax is<br />

measured at the tax rates that are expected to be applied to the temporary differences when they reverse,<br />

based on the laws that have been enacted or substantively enacted by the reporting date.<br />

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available<br />

against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date<br />

and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.<br />

Rental income receivable under operating leases is recognised in the income statement on a straight-line basis<br />

over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental<br />

income to be received. Contingent rentals are recognised as income in the accounting period in which they<br />

are earned.<br />

Dividends<br />

Dividend income is recognised on the date that the shareholder’s right to receive payment is established,<br />

which in the case of quoted securities is the ex-dividend date.<br />

Interest income<br />

Interest income from bank deposits, commercial papers and notes is recognised as it accrues, using the<br />

effective interest method.<br />

58<br />

59<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

3 Property, plant and equipment – Group<br />

Note<br />

Hospital land<br />

and buildings<br />

Leasehold<br />

office<br />

premises and<br />

commercial<br />

Hospital<br />

and medical<br />

equipment<br />

and furniture,<br />

Freehold Leasehold<br />

Construction<br />

in progress<br />

Freehold<br />

medical<br />

centre suites buildings<br />

Renovation<br />

and<br />

improvements<br />

fittings and<br />

equipment<br />

Motor<br />

vehicles Total<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

Cost<br />

At 1 January 2005 (restated) 202,276 347,446 2,438 7,828 5,018 9,968 239,258 3,659 817,891<br />

Additions 756 135 9,949 – – 3,301 27,397 1,634 43,172<br />

Assets acquired in business combinations 27 80,695 101,472 5,429 – – 11,873 114,902 4,086 318,457<br />

Assets disposed on disposal of subsidiaries 27 – – – – – – (318) (499) (817)<br />

Disposals/Write off (1,772) (11,254) – – (294) (97) (13,715) (1,686) (28,818)<br />

Transfers 22 1,532 (2,983) – – (101) 1,530 – –<br />

Translation differences on consolidation (599) 1,299 (34) – (568) (162) 1,189 (27) 1,098<br />

At 31 December 2005 (restated) 281,378 440,630 14,799 7,828 4,156 24,782 370,243 7,167 1,150,983<br />

Additions 452 98 29,114 – – 6,331 30,209 981 67,185<br />

Effects of proportionate consolidation (50,105) (59,404) (5,226) – – (11,454) (74,654) (2,420) (203,263)<br />

Disposals/Write off (329) (2,242) – – – (456) (16,180) (1,162) (20,369)<br />

Transfers 1,828 3,321 (13,570) – – 206 8,237 (22) –<br />

Translation differences on consolidation (1,093) (4,816) (107) – 496 (146) (5,352) (76) (11,094)<br />

At 31 December <strong>2006</strong> 232,131 377,587 25,010 7,828 4,652 19,263 312,503 4,468 983,442<br />

Accumulated depreciation and impairment losses<br />

At 1 January 2005 (restated) 23,444 62,504 – 457 485 5,634 147,941 2,388 242,853<br />

Depreciation charge for the year 2,672 7,114 – 72 105 1,550 24,894 614 37,021<br />

Impairment losses for the year – – – – – – 89 – 89<br />

Assets acquired in business combinations 27 6,889 5,974 – – – 4,731 73,254 2,501 93,349<br />

Assets disposed on disposal of subsidiaries 27 – – – – – – (271) (177) (448)<br />

Disposals/Write off (93) (10,910) – – – (51) (12,413) (1,265) (24,732)<br />

Translation differences on consolidation (36) (126) – – (1) (63) (1,016) (30) (1,272)<br />

At 31 December 2005 (restated) 32,876 64,556 – 529 589 11,801 232,478 4,031 346,860<br />

Depreciation charge for the year 3,586 9,095 – 72 99 1,922 32,732 963 48,469<br />

Impairment losses for the year – – – – – – 202 – 202<br />

Effects of proportionate consolidation (4,985) (4,647) – – – (3,287) (49,534) (1,388) (63,841)<br />

Disposals/Write off (5) (896) – – – (439) (14,880) (929) (17,149)<br />

Translation differences on consolidation (173) (126) – – (3) (52) (1,081) (27) (1,462)<br />

At 31 December <strong>2006</strong> 31,299 67,982 – 601 685 9,945 199,917 2,650 313,079<br />

Carrying amount<br />

At 1 January 2005 (restated) 178,832 284,942 2,438 7,371 4,533 4,334 91,317 1,271 575,038<br />

At 31 December 2005 (restated) 248,502 376,074 14,799 7,299 3,567 12,981 137,765 3,136 804,123<br />

At 31 December <strong>2006</strong> 200,832 309,605 25,010 7,227 3,967 9,318 112,586 1,818 670,363<br />

60<br />

61<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

3 Property, plant and equipment – Group (Cont’d)<br />

Property, plant and equipment with carrying value amounting to $76,842,000 (2005: $154,683,000) have<br />

been mortgaged to financial institutions for bonds and credit facilities granted to certain joint ventures.<br />

The carrying amount of property, plant and equipment includes amounts totalling $2,251,000 (2005:<br />

$7,273,000) in respect of assets held under finance leases.<br />

4 Intangible assets – Group<br />

Cost<br />

Note<br />

Goodwill on Other<br />

consolidation intangibles Total<br />

$’000 $’000 $’000<br />

At 1 January 2005 (restated) 31,395 – 31,395<br />

Acquisition through business combination 27 59,662 96,639 156,301<br />

Goodwill written off on dilution of interests in<br />

subsidiaries (1,158) – (1,158)<br />

Translation differences on consolidation (804) (1,301) (2,105)<br />

At 31 December 2005 (restated) 89,095 95,338 184,433<br />

Acquisition of minority interests 33,653 – 33,653<br />

Effects of proportionate consolidation – (56,578) (56,578)<br />

Translation differences on consolidation (630) (1,040) (1,670)<br />

At 31 December <strong>2006</strong> 122,118 37,720 159,838<br />

Accumulated amortisation and<br />

impairment losses<br />

At 1 January 2005 – – –<br />

Amortisation charge for the year – 3,499 3,499<br />

Translation differences on consolidation – (1) (1)<br />

At 31 December 2005 – 3,498 3,498<br />

Amortisation charge for the year – 11,593 11,593<br />

Effects of proportionate consolidation – (8,133) (8,133)<br />

Translation differences on consolidation – (38) (38)<br />

At 31 December <strong>2006</strong> – 6,920 6,920<br />

Carrying amount<br />

At 1 January 2005 (restated) 31,395 – 31,395<br />

At 31 December 2005 (restated) 89,095 91,840 180,935<br />

At 31 December <strong>2006</strong> 122,118 30,800 152,918<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

4 Intangible assets – Group (Cont’d)<br />

Impairment test for cash-generating units containing goodwill<br />

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent<br />

the lowest level within the Group at which the goodwill is monitored for internal management purposes.<br />

The aggregate carrying amounts of goodwill allocated to each unit identified according to business segment<br />

are as follows:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Healthcare Services 31,395 31,395<br />

Unallocated 90,723 57,700<br />

122,118 89,095<br />

The recoverable amount of a cash-generating unit was based on its value in use. Value in use was determined<br />

by discounting the future cash flows generated from the continuing use of the unit and was based on the<br />

following key assumptions:<br />

• Cash flows were projected based on actual operating results and the five-year business plan.<br />

• The anticipated annual revenue growth included in the cash flow projections was 10% to 14% for the<br />

years 2007 to 2011.<br />

• A pre-tax discount rate of 9.4% to 11% was applied in determining the recoverable amount of the<br />

units. The discount rate was estimated based on the weighted average cost of capital of the entity to<br />

which the units belong.<br />

• The terminal value was estimated using the perpetuity growth model, with a growth rate to perpetuity<br />

of 5% to 6.5% applied to steady-state estimated earnings at the end of the explicit forecast period.<br />

The values assigned to the key assumptions represent management’s assessment of future trends in the<br />

healthcare industry and are based on both external sources and internal sources (historical data).<br />

5 Interests in subsidiaries – Company<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Unquoted equity investments, at cost 754,719 754,419<br />

Amounts due from subsidiaries (non-trade) 440,260 413,861<br />

Allowance for impairment loss (38,726) (28,436)<br />

401,534 385,425<br />

Amounts due to subsidiaries (non-trade) (379,014) (449,698)<br />

777,239 690,146<br />

62<br />

63<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

The amounts due from subsidiaries are unsecured and settlement is neither planned nor likely to occur in<br />

the foreseeable future. As these amounts are, in substance, a part of the Company’s net investment in the<br />

subsidiaries, they are stated at cost less accumulated impairment.<br />

The amounts due to subsidiaries are unsecured and settlement is neither planned nor likely to occur in<br />

the foreseeable future. As these amounts are, in substance, a return of capital by the subsidiaries to the<br />

Company, they are stated at cost.<br />

The amounts due from subsidiaries consist of $74,915,000 (2005: $81,623,000) loans and $365,345,000<br />

(2005: $332,238,000) loans which bear interest at between 1% to 4.5075% (2005: 1% to 3.1525%) per<br />

annum.<br />

The amounts due to subsidiaries consist of $379,014,000 (2005: $448,755,000) interest-free loans and<br />

$nil (2005: $943,000) loans which bear interest at nil% (2005: 1%) per annum.<br />

Effective interest rates and repricing analysis<br />

Effective<br />

interest<br />

rate<br />

Within<br />

1 year<br />

1 to 5<br />

years<br />

After<br />

5 years Total<br />

% $’000 $’000 $’000 $’000<br />

<strong>2006</strong><br />

Amounts due from subsidiaries 1 to 4.5075 65,345 300,000 – 365,345<br />

2005<br />

Amounts due from subsidiaries 1 to 3.1525 182,238 150,000 – 332,238<br />

Amounts due to subsidiaries 1 943 – – 943<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Details of subsidiaries are as follows:<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

<strong>Parkway</strong> Properties Pte Ltd<br />

and its subsidiary:<br />

<strong>Parkway</strong> Promotions Pte Ltd<br />

M & P Investments Pte Ltd<br />

and its subsidiary:<br />

Investment holding Singapore 100 100<br />

Promoters and organisers of<br />

conferences and seminars<br />

Investment trading and<br />

property development<br />

Singapore 100 100<br />

Singapore 100 100<br />

S.P.I. Pte Ltd Investment trading Singapore 100 100<br />

Weian Investments Pte Ltd<br />

Commenced liquidation<br />

during the year<br />

Singapore 51 51<br />

Westront Pte Ltd Investment holding Singapore 100 100<br />

<strong>Parkway</strong> Hospitals Singapore<br />

Pte Ltd<br />

<strong>Parkway</strong> Group Healthcare<br />

Pte Ltd and its subsidiaries:<br />

Private hospitals ownership<br />

and management<br />

Singapore 100 100<br />

Investment holding Singapore 100 100<br />

iXchange Pte Ltd<br />

Gleneagles Medical<br />

Global Care Pte Ltd<br />

Agent and administrator for<br />

managed care and related<br />

services<br />

Commenced liquidation<br />

during the year<br />

Singapore 100 100<br />

Singapore 100 100<br />

<strong>Parkway</strong>-Healthcare<br />

(Mauritius) Ltd<br />

Investment holding Mauritius 100 100<br />

Shenton Insurance Pte. Ltd.<br />

Underwrite accident and<br />

healthcare insurance policies<br />

Singapore 100 100<br />

Mount Elizabeth Healthcare<br />

Holdings Ltd and its<br />

subsidiaries:<br />

Investment holding Singapore 100 100<br />

Mount Elizabeth Medical<br />

Holdings Ltd and<br />

its subsidiaries:<br />

Investment holding and rental<br />

of medical suites and retail<br />

units<br />

Singapore 100 100<br />

East Shore Medical<br />

Holdings Pte Ltd<br />

Investment holding Singapore 100 100<br />

64<br />

MENA Services Pte Ltd Nursing agency Singapore 100 100<br />

65<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Mount Elizabeth<br />

Ophthalmic Investments<br />

Pte Ltd<br />

Charter Asia Behavioural<br />

Health Services Pte Ltd<br />

Mount Elizabeth Healthcare<br />

Services Sdn Bhd and its<br />

subsidiary:<br />

Rental of medical equipment<br />

used for eye operations<br />

Singapore 66.48 66.48<br />

Liquidated during the year Singapore – 100<br />

Provision of laboratory services<br />

to hospitals and clinics<br />

Malaysia 100 100<br />

Orifolio Options Sdn Bhd Investment holding Malaysia 100 100<br />

Shanghai Gleneagles International<br />

Medical and Surgical Center<br />

<strong>Parkway</strong> Healthtech Investments<br />

Pte Ltd and its subsidiaries:<br />

Goldlink Investments<br />

Pte. Ltd. and its subsidiaries:<br />

Medi-Rad Associates Ltd<br />

and its subsidiaries:<br />

Provision of medical and<br />

healthcare services<br />

People’s Republic<br />

of China<br />

70 –<br />

Investment holding Singapore 100 100<br />

Investment holding Singapore 100 100<br />

Operation of radiology clinics Singapore 100 100<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

C-Med Pte Ltd<br />

Gleneagles CRC Pte Ltd<br />

and its subsidiaries:<br />

Gleneagles CRC (Thailand)<br />

Company Limited<br />

Commenced liquidation<br />

during the year<br />

Operation of a clinical<br />

research centre<br />

To conduct global and local<br />

clinical trials<br />

Gleneagles CRC (China) Pte Ltd. To conduct global and local<br />

clinical trials<br />

Gleneagles Clinical<br />

Operation of a clinical<br />

Research International Pte. Ltd. research centre<br />

Gleneagles CRC Pty Ltd<br />

Gleneagles International<br />

Pte. Ltd. and its subsidiaries:<br />

Gleneagles JPMC Sdn Bhd<br />

To conduct global and local<br />

clinical trials<br />

Singapore 100 100<br />

Singapore 100 100<br />

Thailand 100 100<br />

People’s Republic<br />

of China<br />

100 100<br />

Singapore 100 100<br />

Australia 100 –<br />

Investment holding Singapore 100 100<br />

Management and operation<br />

of a cardiac and cardiothoracic<br />

care centre<br />

Brunei<br />

Darussalam<br />

75 75<br />

Khim Medicare Private<br />

Limited<br />

Liquidated during the year Singapore – 75.51<br />

Gleneagles (Malaysia) Sdn<br />

Bhd and its subsidiary:<br />

Investment holding Malaysia 100 100<br />

Radiology Consultants Pte<br />

Ltd<br />

Radiology consultancy and<br />

interpretative services<br />

Singapore 100 100<br />

Pulau Pinang Clinic Sdn. Bhd.<br />

Private hospital ownership and<br />

management<br />

Malaysia 70 70<br />

66<br />

The Diagnostic X-Ray<br />

Centre Pte Ltd<br />

Drayson Investments<br />

Pte. Ltd. and its subsidiary:<br />

<strong>Parkway</strong> Laboratory<br />

Services Ltd<br />

Gleneagles Medical Holdings<br />

Limited and its subsidiaries:<br />

Gleneagles Medical Centre Ltd<br />

Gleneagles Radiology<br />

Consultants Pte Ltd<br />

Liquidated during the year Singapore – 100<br />

Investment holding Singapore 100 100<br />

Provision of comprehensive<br />

diagnostic laboratory services<br />

Singapore 100 100<br />

Investment holding Singapore 100 100<br />

Medical centre development,<br />

ownership and management<br />

Radiology consultancy and<br />

interpretative services<br />

Singapore 100 100<br />

Singapore 100 100<br />

Gleneagles Management<br />

Services Pte Ltd and<br />

its subsidiary:<br />

Gleneagles Heritage<br />

Hospital Management Limited<br />

Provision of advisory,<br />

administrative, management<br />

and consultancy services to<br />

healthcare facilities<br />

Singapore 100 100<br />

Dormant British Virgin Islands 75 75<br />

Gleneagles Pharmacy Pte Ltd Medical centre ownership Singapore 100 100<br />

Gleneagles Development<br />

Pte Ltd<br />

<strong>Parkway</strong> Informatics Pte Ltd<br />

Gleneagles Hospital (UK)<br />

Limited and its subsidiaries:<br />

Developing and managing<br />

turnkey hospital projects<br />

Commenced liquidation<br />

during the year<br />

Investment holding<br />

Singapore 100 100<br />

Singapore 100 100<br />

United<br />

Kingdom<br />

65 65<br />

67<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Cavendish Clinic Limited Dormant United<br />

Kingdom<br />

The Heart Hospital Limited<br />

Under company voluntary<br />

arrangement<br />

United<br />

Kingdom<br />

100 100<br />

100 100<br />

Shenton Medical<br />

Holdings Pte Ltd<br />

and its subsidiaries:<br />

Investment holding Singapore 100 100<br />

Shenton Medical Centre Pte Ltd Dormant Singapore 100 100<br />

The Heart Hospital<br />

Properties Limited<br />

Dormant<br />

United<br />

Kingdom<br />

Wholebond Limited Dormant United<br />

Kingdom<br />

Merlion Healthcare Limited Dormant United<br />

Kingdom<br />

Gleneagles Technologies<br />

Services Pte Ltd<br />

Ko, Djeng Gleneagles Pte Ltd<br />

<strong>Parkway</strong> Shenton Pte Ltd<br />

and its subsidiaries:<br />

GMMC Maritime<br />

Medical Centre Pte. Ltd.<br />

To provide consultancy<br />

services, perform equipment<br />

planning, procurement,<br />

testing and commissioning,<br />

and manage a healthcare<br />

facility<br />

To carry on the practice<br />

of dental surgeons and to<br />

operate dental clinics<br />

Investment holding and<br />

operation of a network<br />

of clinics and provision of<br />

comprehensive medical and<br />

surgical advisory services<br />

100 100<br />

100 100<br />

100 100<br />

Singapore 100 100<br />

Singapore 60 60<br />

Singapore 100 100<br />

Dormant Singapore 100 100<br />

SMG Medical Group Pte. Ltd. Dormant Singapore 100 100<br />

EHS Health Screeners Pte. Ltd. Dormant Singapore 100 100<br />

Swiss Zone Sdn Bhd and its<br />

subsidiaries:<br />

<strong>Pantai</strong> Holdings Berhad and<br />

its subsidiaries:<br />

<strong>Pantai</strong> Group Resources Sdn.<br />

Bhd. and its subsidiaries:<br />

<strong>Pantai</strong> Hospitals Sdn. Bhd.<br />

and its subsidiaries:<br />

<strong>Pantai</strong> Medical Centre Sdn.<br />

Bhd. and its subsidiaries:<br />

Angiography Sdn. Bhd.<br />

Magnetom Imaging Sdn.<br />

Bhd.<br />

Investment holding Malaysia 100 100<br />

Investment holding Malaysia Note 32 28.52^<br />

Investment holding Malaysia Note 32 100<br />

Investment holding and<br />

provision of management<br />

and consultation services to<br />

hospitals and medical centres<br />

Provision of medical, surgical<br />

and hospital services<br />

Provision of cardiac<br />

catherisation services<br />

Provision of medical<br />

diagnostic services and other<br />

related ventures<br />

Malaysia Note 32 100<br />

Malaysia Note 32 100<br />

Malaysia Note 32 66.8<br />

Malaysia Note 32 51.4<br />

Gleneagles Maritime Medical<br />

Centre (China) Limited<br />

Dormant Hong Kong 100 100<br />

PMC Radio-Surgery Sdn.<br />

Bhd.<br />

Provision of radiotherapy<br />

facilities<br />

Malaysia Note 32 100<br />

Nippon Medical Care Pte Ltd Operation of clinics Singapore 70 70<br />

Ganda Gema Sdn. Bhd. Dormant Malaysia Note 32 100<br />

<strong>Parkway</strong> Shenton<br />

International Holdings<br />

Pte. Ltd. and its subsidiary:<br />

<strong>Parkway</strong> Shenton Vietnam<br />

Limited<br />

Investment holding Singapore 100 100<br />

Operation of primary<br />

healthcare centre<br />

Vietnam 100 100<br />

Cheras Medical Centre Sdn.<br />

Bhd.<br />

<strong>Pantai</strong> Klang Specialist<br />

Medical Centre Sdn. Bhd.<br />

Provision of medical, surgical<br />

and hospital services<br />

Provision of medical, surgical<br />

and hospital services<br />

Malaysia Note 32 100<br />

Malaysia Note 32 100<br />

68<br />

Shenton Family Medical<br />

Clinics Pte Ltd<br />

To provide, establish and carry<br />

on the business of clinics<br />

Singapore 100 100<br />

69<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Syarikat Tunas <strong>Pantai</strong> Sdn.<br />

Bhd.<br />

Paloh Medical Centre Sdn.<br />

Bhd.<br />

Hospital <strong>Pantai</strong> Ayer Keroh<br />

Sdn. Bhd. and its<br />

subsidiaries:<br />

Provision of medical, surgical<br />

and hospital services<br />

Provision of medical, surgical<br />

and hospital services<br />

Provision of medical, surgical<br />

and hospital services<br />

Malaysia Note 32 80.7<br />

Malaysia Note 32 77.8<br />

Malaysia Note 32 70<br />

Mikrogema Sdn. Bhd. Dormant Malaysia Note 32 100<br />

HPAK Lithotripsy Services<br />

Sdn. Bhd.<br />

Provision of lithotripter<br />

services<br />

Malaysia Note 32 80<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

<strong>Pantai</strong> Fomema &<br />

Systems Sdn. Bhd. and its<br />

subsidiary:<br />

Fomema Sdn. Bhd.<br />

Pengkalan Usaha (M) Sdn<br />

Bhd.<br />

Investment holding and<br />

supervision of medical<br />

examination of foreign<br />

workers in Malaysia<br />

Monitoring of medical<br />

examination of foreign<br />

workers in Malaysia<br />

Supervision of medical<br />

examination of foreign<br />

workers in Malaysia<br />

Malaysia Note 32 100<br />

Malaysia Note 32 75<br />

Malaysia Note 32 100<br />

Healthpac Industries Sdn. Bhd.Dormant Malaysia Note 32 100<br />

HPAK Cancer Centre Sdn.<br />

Bhd.<br />

Provision of services for cancer<br />

diseases<br />

Malaysia Note 32 70<br />

Conso-Asli Sdn. Bhd.<br />

and its subsidiary:<br />

Investment holding Malaysia Note 32 100<br />

Hospital <strong>Pantai</strong> Indah<br />

Sdn. Bhd. and its subsidiary:<br />

Provision of medical, surgical<br />

and hospital services<br />

Malaysia Note 32 100<br />

HPI Dialysis Centre Sdn. Bhd. Dormant Malaysia Note 32 100<br />

PT. <strong>Pantai</strong> Healthcare<br />

Consulting<br />

<strong>Pantai</strong> Support Services Sdn.<br />

Bhd. and its subsidiaries:<br />

Provision of healthcare<br />

consulting services<br />

Investment holding and<br />

provision of management<br />

and consultation services to<br />

healthcare related service<br />

sectors<br />

Indonesia Note 32 50 ##<br />

Malaysia Note 32 100<br />

Kuala Lumpur Medical<br />

Centre (Asia Pacific) Sdn.<br />

Bhd.<br />

Cyberwide Finance Limited<br />

and its subsidiary:<br />

Maxgold Investments<br />

Group Limited and its<br />

subsidiary:<br />

Glossmere Investments<br />

Limited<br />

Dormant Malaysia Note 32 51<br />

Investment holding<br />

Investment holding<br />

Investment holding<br />

British Virgin<br />

Islands<br />

British Virgin<br />

Islands<br />

British Virgin<br />

Islands<br />

Note 32 100<br />

Note 32 100<br />

Note 32 100<br />

<strong>Pantai</strong> Premier Pathology<br />

Sdn. Bhd.<br />

Provision of medical<br />

laboratory services<br />

Malaysia Note 32 100<br />

<strong>Pantai</strong> Management<br />

Resources Sdn. Bhd.<br />

Provision of administration<br />

support, training, research<br />

and development services<br />

Malaysia Note 32 100<br />

<strong>Pantai</strong> Education Sdn. Bhd.<br />

Provision of educational<br />

programs and training courses<br />

for healthcare and related<br />

fields<br />

Malaysia Note 32 100<br />

Credit Enterprise Sdn. Bhd. Dormant Malaysia Note 32 100<br />

Seraya Sensa Sdn. Bhd. Investment holding Malaysia Note 32 100<br />

70<br />

<strong>Pantai</strong> Columbia Sdn. Bhd. Dormant Malaysia Note 32 100<br />

Golden Home Care Sdn. Bhd. Dormant Malaysia Note 32 100<br />

<strong>Pantai</strong> Integrated Rehab<br />

Services Sdn. Bhd.<br />

Provision of rehabilitation<br />

services<br />

Malaysia Note 32 85<br />

<strong>Pantai</strong> Medivest Lanka<br />

(Private) Limited<br />

PT. <strong>Pantai</strong> Healthcare<br />

Consulting<br />

<strong>Pantai</strong> Medivest Sdn. Bhd.<br />

and its subsidiaries:<br />

Dormant Sri Lanka Note 32 50 #<br />

Provision of healthcare<br />

consulting services<br />

Provision of clinical waste<br />

management, cleaning and<br />

maintenance services for<br />

hospitals<br />

Indonesia Note 32 50 ##<br />

Malaysia Note 32 100<br />

71<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

5 Interests in subsidiaries – Company (Cont’d)<br />

Place of<br />

incorporation Equity interest<br />

Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

6 Interests in associates<br />

<strong>2006</strong><br />

$’000<br />

Group<br />

2005<br />

$’000<br />

(restated)<br />

<strong>2006</strong><br />

$’000<br />

Company<br />

2005<br />

$’000<br />

Aroma Laundry & Dry<br />

Cleaners Sdn. Bhd. and<br />

its subsidiaries:<br />

Provision of laundry and dry<br />

cleaning services<br />

Malaysia Note 32 50.01<br />

Zoom Valet Services Sdn. Bhd. Dormant Malaysia Note 32 100<br />

Mediwash Sdn. Bhd. Dormant Malaysia Note 32 100<br />

<strong>Pantai</strong> Medivest Lanka<br />

(Private) Limited<br />

Dormant Sri Lanka Note 32 50 #<br />

Unquoted equity shares, at cost – – 64 64<br />

Share of net assets 9,482 46,136 – –<br />

9,482 46,136 64 64<br />

Amounts due from associates (mainly non-trade) 9,623 12,822 – –<br />

Allowance for impairment loss (3,179) (4,078) – –<br />

6,444 8,744 – –<br />

Amounts due to associates (mainly non-trade) (4,804) (4,913) (4,367) (4,393)<br />

11,112 49,967 (4,303) (4,329)<br />

Group<br />

<strong>Pantai</strong> Medivest (India)<br />

Private Limited<br />

Dormant India Note 32 100<br />

The amounts due from associates are unsecured and interest-free, and settlement is neither planned nor likely<br />

to occur in the foreseeable future. As these amounts are, in substance, a part of the Group’s net investment<br />

in the associates, they are stated at cost less accumulated impairment loss.<br />

^<br />

Notwithstanding that the equity interest is not more than 50%, for the purpose of the consolidated financial statements, the<br />

Company has accounted for <strong>Pantai</strong> Holdings Berhad as a subsidiary for the year ended 31 December 2005 in accordance with<br />

FRS 27, on the basis that, inter alia, the Company had board control of the latter.<br />

# Accounted for as a subsidiary as 50% of <strong>Pantai</strong> Medivest Lanka (Private) Limited is each held by <strong>Pantai</strong> Group Resources Sdn.<br />

Bhd. and <strong>Pantai</strong> Medivest Sdn. Bhd.<br />

## Accounted for as a subsidiary as 50% of PT. <strong>Pantai</strong> Healthcare Consulting is each held by <strong>Pantai</strong> Hospitals Sdn. Bhd. and <strong>Pantai</strong><br />

Group Resources Sdn. Bhd.<br />

KPMG Singapore are the auditors of all Singapore-incorporated subsidiaries. Other member firms of KPMG<br />

International are auditors of significant foreign-incorporated subsidiaries. For this purpose, a subsidiary is<br />

considered significant as defined under the Singapore Exchange Securities Trading Limited (SGX-ST) Listing<br />

Manual if its net tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if<br />

its pre-tax profits account for 20% or more of the Group’s consolidated pre-tax profits.<br />

The amounts due to associates include amounts denominated primarily in Australian dollars which are<br />

unsecured and interest-free, and settlement is neither planned nor likely to occur in the foreseeable future.<br />

As these amounts are, in substance, a return of capital by the associates to the Group, they are stated at<br />

cost.<br />

Details of associates are set out in note 31.<br />

The financial information of the associates is as follows:<br />

<strong>2006</strong><br />

$’000<br />

2005<br />

$’000<br />

(restated)<br />

Assets and liabilities<br />

Non-current assets 70,735 304,587<br />

Current assets 29,782 264,602<br />

Total assets 100,517 569,189<br />

Current liabilities (35,037) (189,068)<br />

Non-current liabilities (28,831) (53)<br />

Total liabilities (68,868) (189,121)<br />

Results<br />

Revenue 61,388 110,047<br />

Expenses (56,552) (83,291)<br />

Profit after taxation 4,836 26,756<br />

The summarised financial information relating to associates is not adjusted for the percentage of ownership<br />

held by the Group.<br />

72<br />

73<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

6 Interests in associates (Cont’d)<br />

Company<br />

The amount due to an associate denominated in Australian dollars is unsecured and interest-free, and<br />

settlement is neither planned nor likely to occur in the foreseeable future. As the amount is, in substance, a<br />

return of capital by the associate to the Company, it is stated at cost.<br />

7 Balances with joint ventures and joint venture partners – Group<br />

Amount due from joint ventures<br />

The amounts due from joint ventures are unsecured and interest-free, and settlement is neither planned<br />

nor likely to occur in the forseeable future. As these amounts are, in substance, a part of the Group’s net<br />

investment in these joint ventures, they are stated at cost less accumulated impairment loss.<br />

Amount due to joint venture partners<br />

The non-current amounts due to joint venture partners are unsecured, interest-free and settlement is neither<br />

planned nor likely to occur in the foreseeable future. As these amounts are, in substance, a part of the joint<br />

venture partners’ net investments in the joint ventures, they are stated at cost.<br />

The current amounts due to joint venture partners are unsecured and are repayable with the next twelve<br />

months. Interest is charged at 4.5% per annum.<br />

Details of joint ventures are set out in note 32.<br />

The following summarised financial information of the joint ventures represents the Group’s share.<br />

<strong>2006</strong><br />

$’000<br />

2005<br />

$’000<br />

(restated)<br />

Assets and liabilities<br />

Non-current assets 161,559 36,500<br />

Current assets 57,262 6,082<br />

Total assets 218,821 42,582<br />

Current liabilities (79,268) (6,584)<br />

Non-current liabilities (14,603) (33,071)<br />

Total liabilities (93,871) (39,655)<br />

Results<br />

Revenue 47,433 14,645<br />

Expenses (46,187) (13,718)<br />

Profit after taxation 1,246 927<br />

Capital commitments not provided for in the financial statements:<br />

– Amount authorised and contracted for 5,100 5,443<br />

– Amount authorised but not contracted for 4,352 67<br />

9,452 5,510<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

8 Other financial assets<br />

Group<br />

Company<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

$’000 $’000 $’000 $’000<br />

Club memberships 138 122 – –<br />

Non-current investments:<br />

Available-for-sale quoted equity securities 49,030 28,726 – –<br />

Available-for-sale unquoted equity securities 4,785 4,566 1,013 1,013<br />

Impairment losses (4,530) (4,530) (1,013) (1,013)<br />

255 36 – –<br />

49,423 28,884 – –<br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Current investments:<br />

Available-for-sale quoted equity securities – 39<br />

Available-for-sale unquoted other investments 520 –<br />

Quoted equity securities held for trading – 181<br />

520 220<br />

Non-current investments in available-for-sale unquoted equity securities are stated at cost as their fair values<br />

cannot be reliably measured in view that they do not have a quoted market price in an active market, the<br />

range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be<br />

reasonably assessed.<br />

Non-current investments in available-for-sale quoted equity securities include a 22% effective equity interest<br />

held in Auric Pacific Group Ltd with a carrying value of $31,067,000 (2005: $28,043,000). The investment<br />

has been accounted for as a non-current investment as the Group does not have significant influence over<br />

the financial and operational policies of the investee.<br />

9 Notes receivables – Group and Company<br />

Notes receivables relate to the consideration receivable in respect of the Group’s divestment in an associate in<br />

prior years. The notes are denominated in Hong Kong dollars and are unsecured and bear interest at a fixed<br />

rate of 1% (2005: 1%) per annum. The periods in which they mature are as follows:<br />

Effective<br />

interest rate<br />

Within 1<br />

year<br />

1 to 5<br />

years<br />

After<br />

5 years Total<br />

% $’000 $’000 $’000 $’000<br />

<strong>2006</strong><br />

Non-current 4.38 – 27,967 – 27,967<br />

Current 3.82 5,601 – – 5,601<br />

2005<br />

Non-current 3.82 – 35,463 – 35,463<br />

Current 3.07 6,021 – – 6,021<br />

74<br />

75<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

10 Deferred tax (assets)/liabilities<br />

Movements in deferred tax assets and liabilities (prior to offsetting of balances) during the year are as<br />

follows:<br />

Group<br />

At<br />

1 Jan 2005<br />

Effects of<br />

adopting<br />

FRS 39<br />

Acquisition<br />

of<br />

subsidiaries<br />

(Note 27)<br />

Disposal of<br />

subsidiaries<br />

(Note 27)<br />

Charged/<br />

(Credited)<br />

to income<br />

statement<br />

Translation<br />

differences<br />

At<br />

31 Dec 2005<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

Deferred tax assets<br />

Trade receivables (10) – (270) – (275) 10 (545)<br />

Other allowances (82) – – – 29 – (53)<br />

Notes receivables – (421) – – 209 – (212)<br />

Tax value of unutilised<br />

tax losses carried<br />

forward – – (3,169) – 1,312 116 (1,741)<br />

Tax value of<br />

unabsorbed<br />

investment<br />

allowances carried<br />

forward (250) – – – 250 – –<br />

(342) (421) (3,439) – 1,525 126 (2,551)<br />

Deferred tax<br />

liabilities<br />

Property, plant and<br />

equipment 28,277 – 8,722 (9) (445) (266) 36,279<br />

Interest receivables 35 – – – (35) – –<br />

28,312 – 8,722 (9) (480) (266) 36,279<br />

Net deferred tax<br />

liabilities 27,970 (421) 5,283 (9) 1,045 (140) 33,728<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

10 Deferred tax (assets)/liabilities (Cont’d)<br />

Group<br />

Charged/<br />

(Credited)<br />

to income<br />

At<br />

1 Jan <strong>2006</strong><br />

Effects of<br />

proportionate<br />

consolidation statement<br />

Translation<br />

differences<br />

$’000 $’000 $’000 $’000 $’000<br />

At<br />

31 Dec <strong>2006</strong><br />

Deferred tax assets<br />

Trade receivables (545) 103 305 1 (136)<br />

Other allowances (53) – 53 – –<br />

Notes receivables (212) – 205 – (7)<br />

Tax value of unutilised tax losses<br />

carried forward (1,741) 1,004 261 20 (456)<br />

Other provisions – – (78) 3 (75)<br />

Discount on bonds – – (529) – (529)<br />

(2,551) 1,107 217 24 (1,203)<br />

Deferred tax liabilities<br />

Property, plant and equipment 36,279 (3,741) 601 (238) 32,901<br />

Net deferred tax liabilities 33,728 (2,634) 818 (214) 31,698<br />

Company At 1 Jan 2005<br />

Effects of<br />

adopting FRS 39<br />

Charged/(Credited)<br />

to income<br />

statement At 31 Dec 2005<br />

$’000 $’000 $’000 $’000<br />

Deferred tax asset<br />

Notes receivables – (421) 209 (212)<br />

Deferred tax liability<br />

Interest receivables 35 – (35) –<br />

Net deferred tax liabilities/<br />

(assets) 35 (421) 174 (212)<br />

76<br />

77<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

10 Deferred tax (assets)/liabilities (Cont’d)<br />

Company At 1 Jan <strong>2006</strong><br />

Charged<br />

to income statement At 31 Dec <strong>2006</strong><br />

$’000 $’000 $’000<br />

Deferred tax asset<br />

Notes receivables (212) 205 (7)<br />

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax<br />

assets against current tax liabilities and when the deferred taxes relate to the same taxation authority. The<br />

amounts determined after appropriate offsetting are included in the balance sheet as follows:<br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Deferred tax assets (1,023) (1,813)<br />

Deferred tax liabilities 32,721 35,541<br />

11 Completed properties held for resale – Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Completed properties held for resale, at cost 806 806<br />

Allowance for foreseeable losses (227) (227)<br />

579 579<br />

12 Inventories – Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Inventories 16,771 17,795<br />

Allowance for inventory obsolescence (397) (347)<br />

16,374 17,448<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

13 Trade receivables – Group<br />

<strong>2006</strong><br />

$’000<br />

2005<br />

$’000<br />

(restated)<br />

Trade receivables 98,874 95,705<br />

Allowance for impairment loss (12,171) (18,250)<br />

86,703 77,455<br />

Receivables denominated in currencies other than the Company’s functional currency comprise trade<br />

receivables denominated in Malaysia Ringgit and various other foreign currencies amounting to $27,913,000<br />

(2005: $48,871,000) and $7,783,000 (2005: $8,485,000) respectively.<br />

The Group’s primary exposure to credit risk arises through its trade receivables. Concentration of credit risk<br />

relating to trade receivables is limited and the Group’s historical experience in the collection of accounts<br />

receivable falls within the recorded allowances. Due to these factors, management believes that no additional<br />

credit risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.<br />

14 Other receivables, deposits and prepayments<br />

<strong>2006</strong><br />

$’000<br />

Group<br />

2005<br />

$’000<br />

(restated)<br />

<strong>2006</strong><br />

$’000<br />

Company<br />

2005<br />

$’000<br />

Interest receivables 179 269 163 203<br />

Prepayments 5,512 6,452 5 216<br />

Sundry deposits 4,405 5,224 1 2<br />

10,096 11,945 169 421<br />

Other receivables 8,410 13,467 3 16<br />

Allowance for impairment loss (652) (250) – –<br />

7,758 13,217 3 16<br />

17,854 25,162 172 437<br />

Other receivables are unsecured and interest-free, and are repayable within the next twelve months.<br />

Inventories with carrying value of $324,000 (2005: $844,000) have been pledged as security for bank<br />

overdraft facilities granted to certain joint ventures.<br />

78<br />

79<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

15 Cash and cash equivalents<br />

Group<br />

Company<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

$’000 $’000 $’000 $’000<br />

(restated)<br />

Fixed deposits with financial institutions 61,640 54,236 3,182 3,215<br />

Cash and bank balances 31,896 53,773 4,856 5,477<br />

93,536 108,009 8,038 8,692<br />

Bank overdrafts:<br />

- secured (464) (2,289)<br />

- unsecured (202) (1,316)<br />

(666) (3,605)<br />

Fixed deposits pledged (17,639) (13,554)<br />

Cash and cash equivalents in Consolidated<br />

Cash Flow Statement 75,231 90,850<br />

Fixed deposits pledged comprise sinking fund for the redemption of bonds and those pledged to banks and<br />

finance companies for credit facilities granted to certain joint ventures.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

16 Share capital (Cont’d)<br />

On the date of commencement of the Companies (Amendment) Act 2005 on 30 January <strong>2006</strong>:<br />

(a)<br />

(b)<br />

(c)<br />

the concept of authorised share capital was abolished;<br />

shares of the Company ceased to have par value; and<br />

the amount standing to the credit of the Company’s share premium account became part of the<br />

Company’s share capital.<br />

Prior to this, the authorised share capital of the Company was $500,000,000, comprising 2,000,000,000<br />

ordinary shares of $0.25 each.<br />

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled<br />

to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s<br />

residual assets.<br />

During the financial year, the Company issued the following ordinary shares pursuant to the <strong>Parkway</strong> Share<br />

Option Scheme 2001:<br />

(i)<br />

(ii)<br />

735,500 ordinary shares at $0.865 per share;<br />

375,000 ordinary shares at $0.94 per share;<br />

The bank overdrafts are secured by certain property, plant and equipment and other assets as disclosed in<br />

note 19(d).<br />

The effective interest rates per annum relating to fixed deposits with financial institutions and bank overdrafts<br />

at the balance sheet date are as follows:<br />

(iii)<br />

(iv)<br />

(v)<br />

1,940,750 ordinary shares at $0.835 per share and 25,000 ordinary shares at $0.785* per share;<br />

462,000 ordinary shares at $1.4267 per share; and<br />

12,500 ordinary shares at $2.053 per share and 5,000 ordinary shares at $2.003* per share.<br />

Group<br />

Company<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

% % % %<br />

Fixed deposits with financial institutions 2.81 to 5.60 1.44 to 4.00 2.875 to 4.78 3.00 to 4.00<br />

Bank overdrafts 7.00 to 8.25 7.25 to 7.75 – –<br />

Interest rates reprice at intervals of one, three or six months.<br />

16 Share capital<br />

Group and Company<br />

<strong>2006</strong> 2005<br />

No. of No. of<br />

shares shares<br />

Issued and fully-paid:<br />

At 1 January 727,013,212 722,911,462<br />

Issue of shares under share option scheme 3,555,750 4,101,750<br />

Rights issue 36,522,948 –<br />

At 31 December 767,091,910 727,013,212<br />

* Exercise price after $0.05 downward adjustment for the rights issue<br />

On 28 September <strong>2006</strong>, the Company announced a special interim cash dividend of 11.25 cents less tax of<br />

20% per ordinary share and a proposed renounceable non-underwritten rights issue of new ordinary shares<br />

at an issue price of $1.80 for each rights share, on the basis of one rights share for every twenty ordinary<br />

shares held. Shareholders may elect to use all or part of the special dividend to pay for the rights shares. On<br />

12 December <strong>2006</strong>, the Company allotted and issued 36,522,948 rights shares for valid acceptances received<br />

and credited share capital with $65,741,000.<br />

17 Reserves<br />

The capital reserves comprise discretionary reserves that has been set aside by the Directors in respect of<br />

premium on bonds previously issued, net of issuing expenses.<br />

The exchange fluctuation reserves of the Group comprise foreign exchange differences arising from the<br />

translation of the financial statements of foreign operations whose functional currencies are different from<br />

the functional currency of the Company and the exchange differences on monetary items which form part of<br />

the Group’s net investment in the foreign operation, provided certain conditions are met.<br />

The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow<br />

hedging instruments relating to hedged transactions that have not yet occurred.<br />

The fair value reserve includes the cumulative net change in the fair value of available-for-sale investments<br />

until the investment is derecognised.<br />

80<br />

The share option reserve comprises the cumulative value of employee services received for the issue of share<br />

options.<br />

81<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

18 Employee benefits<br />

Employee benefits in the financial statements represent liabilities for short-term accumulating compensated<br />

absences.<br />

In addition, certain employees are eligible to participate in the following equity compensation benefits:<br />

<strong>Parkway</strong> Share Option Scheme 2001 (<strong>Parkway</strong> Scheme 2001)<br />

The <strong>Parkway</strong> Scheme 2001 was approved by the shareholders of the Company at an Extraordinary General<br />

Meeting held on 18 January 2001. Details of the <strong>Parkway</strong> Scheme 2001 and amendments effected by<br />

a resolution passed at the Extraordinary General Meeting of the Company held on 4 July 2001 were set<br />

out in the Directors’ <strong>Report</strong> for the year ended 31 December 2001. Pursuant to an Extraordinary General<br />

Meeting held on 2 November <strong>2006</strong>, the <strong>Parkway</strong> Scheme 2001 was further amended to, inter alia, take into<br />

account the Companies (Amendment) Act 2005 which came into operation on 30 January <strong>2006</strong>, including<br />

to provide for the possible use of treasury shares in the scheme, and to allow the share options to be granted<br />

at a discount, as well as to provide greater flexiblilty in the determination of the vesting period of the share<br />

options, which shall be on or after the first anniversary or second anniversary (as the case may be) of the date<br />

on which the option is granted.<br />

The <strong>Parkway</strong> Scheme 2001 was previously administered by the Company’s Share Option Scheme Committee.<br />

This Committee was dissolved on 9 November <strong>2006</strong> and the responsibility for the administration of the<br />

<strong>Parkway</strong> Scheme 2001 was assigned to the Remuneration Committee. The Remuneration Committee<br />

comprises 4 directors, namely, Timothy David Dattels, Richard Seow Yung Liang, Sunil Chandiramani and<br />

Ashish Jaiprakash Shastry.<br />

Information regarding the <strong>Parkway</strong> Scheme 2001 is set out below:<br />

Market Price Options<br />

(i)<br />

(ii)<br />

The exercise price of the option is determined at the average of the last dealt price of the Company’s<br />

shares on the Singapore Exchange Securities Trading Limited (SGX-ST) prevailing on the three consecutive<br />

trading days immediately preceding the date of grant of such options (the Market Price).<br />

The options shall be subject to such conditions (including any vesting schedule) as may be imposed<br />

by the Committee and shall be exercisable, in whole or in part, during the period commencing one<br />

year after the grant date and expiring on the fifth anniversary of the grant date unless they have been<br />

cancelled or have lapsed prior to the date.<br />

Incentive Options<br />

(i)<br />

(ii)<br />

The exercise price of the option is determined by the Remuneration Committee at a discount to the<br />

Market Price, provided that the maximum discount does not exceed 20% of the Market Price.<br />

The options shall be subject to such conditions (including any vesting schedule) as may be imposed by<br />

the Committee and shall be exercisable, in whole or in part, during the period commencing after the<br />

second anniversary of the grant date and expiring on the fifth anniversary of the grant date unless they<br />

have been cancelled or have lapsed prior to that date.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

18 Employee benefits (Cont’d)<br />

Movements in the number of share options and their related weighted average exercise prices are as<br />

follows:<br />

Weighted<br />

average<br />

exercise<br />

price<br />

Weighted<br />

average<br />

exercise<br />

price<br />

No. of<br />

options<br />

No. of<br />

options<br />

<strong>2006</strong> <strong>2006</strong> 2005 2005<br />

$ $<br />

At 1 January 1.5818 13,109,750 0.9932 10,922,000<br />

Granted and accepted 2.3519 6,386,000 2.0679 6,865,000<br />

Exercised 0.9347 (3,555,750) 0.8909 (4,101,750)<br />

Cancelled 1.9452 (749,500) 1.1344 (575,500)<br />

At 31 December 1.9889 15,190,500 1.5818 13,109,750<br />

Exercisable at 31 December 1.5251 3,413,625 0.9629 3,425,250<br />

Options exercised during the year resulted in 3,555,750 (2005: 4,101,750) new ordinary shares being issued<br />

at a weighted average price of $0.9347 (2005: $0.8909) each. Options were exercised on a regular basis<br />

throughout both years. The weighted average share price during the year was $2.45 (2005: $1.86) per<br />

share.<br />

Share options outstanding at the end of the year have the following expiry dates and exercise prices:<br />

Exercise<br />

Options<br />

outstanding<br />

Options<br />

outstanding<br />

Date of grant of options Expiry date price <strong>2006</strong> 2005<br />

$<br />

9 April 2001 9 April <strong>2006</strong> 0.8650 – 736,000<br />

19 September 2001 19 September <strong>2006</strong> 0.9400 – 375,000<br />

19 April 2002 19 April 2007 0.7850* 955,500 2,996,750<br />

19 November 2004 19 November 2009 1.3767* 1,577,500 2,137,000<br />

15 November 2005 15 November 2010 2.0030* 3,557,500 3,855,000<br />

9 December 2005 9 December 2010 2.0370* 3,120,000 3,010,000<br />

9 March <strong>2006</strong> 9 March 2011 2.3030* 4,830,000 –<br />

17 November <strong>2006</strong> 17 November 2011 2.3100*^1 150,000 –<br />

17 November <strong>2006</strong> 17 November 2011 2.3400*^2 1,000,000 –<br />

15,190,500 13,109,750<br />

* Following the rights issue of the Company in December <strong>2006</strong>, the exercise prices of the options were adjusted<br />

downwards by $0.05 to give the option holders the effect of having the same proportion of equity capital as that<br />

to which they were previously entitled.<br />

^<br />

During the financial year ended 31 December <strong>2006</strong>, 1,150,000 share options were granted at a discount of more than<br />

10% representing 18.5% of the total number of share options granted during the financial year under review.<br />

1<br />

Options granted at a discount of 16.21% of the Market Price.<br />

2<br />

Options granted at a discount of 15.15% of the Market Price.<br />

82<br />

83<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

18 Employee benefits (Cont’d)<br />

The fair value of services received in return for share options granted are measured by reference to the fair<br />

value of share options granted. The estimate of the fair value of the services received is measured based<br />

on the Trinomial option pricing model. The expected life used in the model has been adjusted, based on<br />

management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural<br />

considerations.<br />

Date of grant of options<br />

Fair value of share options<br />

and assumptions<br />

19 November<br />

2004<br />

15 November<br />

2005<br />

9 December<br />

2005<br />

9 March<br />

<strong>2006</strong><br />

17 November<br />

<strong>2006</strong><br />

17 November<br />

<strong>2006</strong><br />

Fair value at measurement<br />

date $0.217 $0.258 $0.388 $0.372 $0.975 $0.834<br />

Share price $1.45 $2.01 $2.14 $2.37 $2.89 $2.89<br />

Exercise price $1.4267 $2.053 $2.087 $2.353 $2.36 $2.39<br />

Expected volatility 28.0% 28.0% 28.0% 27.0% 30.0% 30.0%<br />

Expected option life 3.3 years 3.5 years 4.0 years 4.0 years 4.5 years 3.0 years<br />

Expected dividends 4.14% 4.98% 4.67% 5.10% 3.63% 3.63%<br />

Risk-free interest rate 1.87% 2.89% 3.13% 3.23% 3.06% 3.06%<br />

The expected volatility is based on the historic volatility (calculated based on the weighted average expected<br />

life of the share options), adjusted for any expected changes to future volatility due to publicly available<br />

information.<br />

There are no market conditions associated with the share option grants. Service conditions and non-market<br />

performance conditions are not taken into account in the measurement of the fair value of services to be<br />

received at the grant date.<br />

<strong>Parkway</strong> Performance Share Plan<br />

At the same Extraordinary General Meeting held on 2 November <strong>2006</strong>, the shareholders of the Company<br />

approved the <strong>Parkway</strong> Performance Share Plan. The <strong>Parkway</strong> Performance Share Plan is administered by the<br />

Remuneration Committee, comprising 4 directors, namely, Timothy David Dattels, Richard Seow Yung Liang,<br />

Sunil Chandiramani and Ashish Jaiprakash Shastry.<br />

Under the <strong>Parkway</strong> Performance Share Plan, eligible employees and non-executive directors of the Company<br />

and its subsidiaries will be awarded with fully paid up ordinary shares of the Company, or cash in lieu of<br />

ordinary shares of the Company equivalent to the aggregate market value of such performance shares or a<br />

combination of both, upon the expiry of the prescribed vesting period when certain prescribed performance<br />

targets are met. The performance shares which may be issued pursuant to awards granted under the <strong>Parkway</strong><br />

Performance Share Plan, when added to the aggregate number of ordinary shares issued pursuant to other<br />

share-based incentive schemes of the Company, shall not exceed 15% of the total number of issued ordinary<br />

shares of the Company on the day immediately preceding the date on which the award is granted.<br />

No performance shares have been awarded to employees or non-executive directors of the Company and its<br />

subsidiaries since the adoption of the <strong>Parkway</strong> Performance Share Plan by the Company.<br />

<strong>Pantai</strong> Holdings Berhad Employee Share Option Scheme (<strong>Pantai</strong> ESOS)<br />

The <strong>Pantai</strong> ESOS was approved by the shareholders and bondholders of <strong>Pantai</strong> Holdings Berhad (PHB) at an<br />

Extraordinary General Meeting held on 5 February 2002.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

18 Employee benefits (Cont’d)<br />

At an Extraordinary General Meeting held on 14 September 2004, PHB obtained approval from its shareholders<br />

and bondholders to vary certain Bye-Laws of its existing <strong>Pantai</strong> ESOS and certain clauses of its Articles of<br />

Association after taking into consideration the amendments to the Bursa Securities Listing Requirements in<br />

relation to share schemes for employees, which became effective on 10 February 2004.<br />

Details of the <strong>Pantai</strong> ESOS were set out in the Directors’ <strong>Report</strong> of PHB for the year ended 30 June 2005.<br />

The <strong>Pantai</strong> ESOS is administered by PHB’s Options Committee.<br />

Information regarding the <strong>Pantai</strong> ESOS is set out below:<br />

(i)<br />

(ii)<br />

the exercise price of the option is determined at a discount of not more than 10% from the weighted<br />

average of the mean market quotation of the ordinary shares of PHB as quoted and shown in the daily<br />

official list issued by the Bursa Malaysia Securities Berhad for the five preceding market days prior to the<br />

date of offer or at par value of the ordinary shares of PHB, whichever is higher;<br />

The options vest from the date of grant and are in accordance with the vesting schedule set out below:<br />

For employees and directors who are granted between 1 and 49,999 options, the options expire after three<br />

years unless they have been cancelled or lapsed prior to that date. The vesting schedule for the options is<br />

as follows:<br />

Vesting schedule<br />

Percentage of shares over which the<br />

options are exercisable<br />

On or before the first anniversary of the grant date 40%<br />

After the first anniversary, and on or before the<br />

second anniversary of the grant date 80%<br />

After the second anniversary, and on or before the<br />

third anniversary of the grant date 100%<br />

For employees and directors who are granted 50,000 or more options, the options expire after five years unless<br />

they have been cancelled or lapsed prior to that date. The vesting schedule for the options is as follows:<br />

Vesting schedule<br />

Percentage of shares over which the<br />

options are exercisable<br />

On or before the first anniversary of the grant date 40%<br />

After the first anniversary, and on or before the<br />

second anniversary of the grant date 60%<br />

After the second anniversary, and on or before the<br />

third anniversary of the grant date 80%<br />

After the third anniversary, and on or before the<br />

fourth anniversary of the grant date 90%<br />

After the fourth anniversary, and on or before the<br />

fifth anniversary of the grant date 100%<br />

84<br />

On 28 December 2005, the Options Committee approved the acceleration of all outstanding options as at that<br />

date to be vested by 31 December 2005.<br />

85<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

18 Employee benefits (Cont’d)<br />

Movements in the number of share options and their related weighted average exercise prices are as<br />

follows:<br />

Weighted<br />

average<br />

exercise<br />

price<br />

Weighted<br />

average<br />

exercise<br />

price<br />

No. of<br />

options<br />

No. of<br />

options<br />

<strong>2006</strong> <strong>2006</strong> 2005 2005<br />

RM<br />

RM<br />

At 1 January/Date of acquisition 1.00 4,899,500 1.00 18,704,800<br />

Granted – – – –<br />

Exercised 1.00 (4,478,300) 1.00 (13,801,800)<br />

Cancelled 1.00 (421,200) 1.00 (3,500)<br />

At 31 December – – 1.00 4,899,500<br />

Exercisable at 31 December – – 1.00 3,286,420<br />

Options exercised during the year resulted in 4,478,300 (2005: 13,801,800) new ordinary shares in the joint<br />

venture being issued at a weighted average price of RM1.00 (2005: RM1.00) each. Options were exercised<br />

on a regular basis throughout both periods. The weighted average share price during the year was RM2.35<br />

(2005: RM1.87) per share.<br />

Share options outstanding at the end of the year have the following expiry dates and exercise prices:<br />

Date of grant<br />

Exercise<br />

Options<br />

outstanding<br />

Options<br />

outstanding<br />

of options Expiry date price <strong>2006</strong> 2005<br />

RM<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

18 Employee benefits (Cont’d)<br />

The fair value of services received in return for share options granted are measured by reference to the fair<br />

value of share options granted. The estimate of the fair value of the services received is measured based<br />

on the Trinomial option pricing model. The expected life used in the model has been adjusted, based<br />

on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural<br />

considerations.<br />

Date of grant of options<br />

Fair value of share options and<br />

assumptions<br />

24 Jun<br />

2002<br />

5 Sept<br />

2002<br />

16 Jun<br />

2003<br />

5 Nov<br />

2003<br />

8 Dec<br />

2004<br />

1 Aug<br />

2005<br />

Fair value at modification/<br />

measurement date RM0.086 RM0.086 RM0.176 RM0.312 RM0.189 RM0.117<br />

Share price RM0.990 RM0.990 RM0.775 RM1.000 RM0.935 RM1.030<br />

Exercise price RM1.00 RM1.00 RM1.00 RM1.00 RM1.00 RM1.00<br />

Expected volatility 26% 26% 48% 49% 44% 26%<br />

Expected option life 1 year 1 year 3.49 years 3.27 years 2.44 years 1.14 years<br />

Expected dividends 5% 5% 5% 5% 5% 5%<br />

Risk-free interest rate 2.350% 2.350% 2.944% 3.617% 2.663% 2.356%<br />

The expected volatility is based on the historic volatility (calculated based on the weighted average expected<br />

life of the share options), adjusted for any expected changes to future volatility due to publicly available<br />

information.<br />

There are no market conditions associated with the share option grants. Service conditions and non-market<br />

performance conditions are not taken into account in the measurement of the fair value of the services to be<br />

received at the grant date.<br />

24 June 2002 24 June 2007 1.00 – 1,106,000<br />

24 June 2002 24 June 2007 1.00 – 246,200<br />

5 September 2002 5 September 2007 1.00 – 16,000<br />

5 September 2002 5 September 2007 1.00 – 6,000<br />

16 June 2003 16 June <strong>2006</strong> 1.00 – 45,000<br />

16 June 2003 16 June 2008 1.00 – 33,400<br />

5 November 2003 5 November <strong>2006</strong> 1.00 – 1,347,200<br />

5 November 2003 5 November 2008 1.00 – 174,600<br />

8 December 2004 8 December 2007 1.00 – 571,700<br />

8 December 2004 8 December 2009 1.00 – 21,900<br />

1 August 2005 1 August 2008 1.00 – 1,226,900<br />

1 August 2005 1 August 2010 1.00 – 104,600<br />

– 4,899,500<br />

86<br />

87<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

88<br />

19 Financial liabilities<br />

Group<br />

Company<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

$’000 $’000 $’000 $’000<br />

(restated)<br />

Non-current liabilities<br />

Secured term loans 29,688 44,675 – –<br />

Unsecured term loans 346,365 6,019 346,365 –<br />

Redeemable secured bonds – 63,005 – –<br />

Unsecured floating rate notes – 160,000 – 160,000<br />

Unsecured fixed rate notes – 150,000 – 150,000<br />

Finance lease liabilities 1,104 3,983 – –<br />

Financial derivatives 6,592 – 6,592 –<br />

383,749 427,682 352,957 310,000<br />

Current liabilities<br />

Secured term loans 2,760 2,481 – –<br />

Unsecured short-term credit facilities 41,066 40,042 – –<br />

Redeemable secured bonds 25,873 – – –<br />

Finance lease liabilities 584 1,697 – –<br />

Intra-group financial guarantees – – 99 –<br />

70,283 44,220 99 –<br />

Total financial liabilities 454,032 471,902 353,056 310,000<br />

Total borrowings 447,440 471,902 346,365 310,000<br />

Total financial derivatives 6,592 – 6,592 –<br />

Total intra-group financial guarantees – – 99 –<br />

Total financial liabilities 454,032 471,902 353,056 310,000<br />

19 Financial liabilities (Cont’d)<br />

Maturity of borrowings<br />

Group<br />

Within<br />

1 year<br />

After 1 year<br />

but within<br />

5 years<br />

After<br />

5 years Total<br />

$’000 $’000 $’000 $’000<br />

<strong>2006</strong><br />

Secured term loans:<br />

RM variable at 4.51% to 8.25%<br />

per annum 1,421 1,375 – 2,796<br />

RM fixed at 6.22% to 6.75%<br />

per annum 994 2,508 – 3,502<br />

INR variable at 8.25% to 10%<br />

per annum 345 5,675 11,161 17,181<br />

INR fixed at 8.25% per annum – 3,334 5,001 8,335<br />

INR interest-free loan – – 634 634<br />

Unsecured term loan:<br />

S$ variable at 4.05904% per annum – 346,365 – 346,365<br />

Redeemable secured bonds:<br />

RM fixed at 5% per annum 25,873 – – 25,873<br />

Unsecured short-term credit facilities:<br />

S$ fixed at 3.52% per annum 6,968 – – 6,968<br />

RM fixed at 4.5% to 4.95% per annum 34,098 – – 34,098<br />

Finance lease liabilities:<br />

Fixed at 1.87% to 13.1% per annum 584 1,104 – 1,688<br />

70,283 360,361 16,796 447,440<br />

2005<br />

Secured term loans:<br />

RM variable at 7.50% to 7.75%<br />

per annum 1,601 5,707 133 7,441<br />

RM fixed at 6.22% to 6.75%<br />

per annum 880 11,783 – 12,663<br />

INR variable at 8.25% per annum – 4,354 11,275 15,629<br />

INR fixed at 8.25% per annum – 2,123 8,493 10,616<br />

INR interest-free loan – – 807 807<br />

Unsecured term loan:<br />

INR variable at 3.32% per annum – 6,019 – 6,019<br />

Redeemable secured bonds:<br />

RM fixed at 5% per annum – 63,005 – 63,005<br />

Unsecured floating rate notes:<br />

S$ variable at 1.5875% to 2.5875%<br />

per annum – 160,000 – 160,000<br />

Unsecured fixed rate notes:<br />

S$ fixed at 2.45% to 3.10%<br />

per annum – 150,000 – 150,000<br />

Unsecured short-term credit facilities:<br />

S$ fixed at 1.6375% to 2.27%<br />

per annum 40,000 – – 40,000<br />

RMB fixed at 5.58% per annum 42 – – 42<br />

Finance lease liabilities:<br />

Fixed at 3.06% to 8.15% per annum 1,697 3,983 – 5,680<br />

44,220 406,974 20,708 471,902<br />

89<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

19 Financial liabilities (Cont’d)<br />

Company<br />

Within<br />

1 year<br />

After 1 year<br />

but within<br />

5 years<br />

After<br />

5 years Total<br />

$’000 $’000 $’000 $’000<br />

<strong>2006</strong><br />

Unsecured term loan:<br />

S$ variable at 4.05904% per annum – 346,365 – 346,365<br />

2005<br />

Unsecured floating rate notes:<br />

S$ variable at 1.5875% to 2.5875% per<br />

annum – 160,000 – 160,000<br />

Unsecured fixed rate notes:<br />

S$ fixed at 2.45% to 3.10% per annum – 150,000 – 150,000<br />

– 310,000 – 310,000<br />

(a)<br />

In 1999, the Company entered into a Dual Currency Medium Term Notes Programme (DCMTN<br />

Programme) with a bank to issue up to $200 million 7-year Floating Rate Notes (FRN).<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

19 Financial liabilities (Cont’d)<br />

(b)<br />

In 2001, the Company established a Multi-Currency Unsecured Medium Term Note Programme (MCMTN<br />

Programme) with another bank to issue fixed or floating rate notes to refinance existing loans and for<br />

working capital requirements.<br />

In this connection, the Company entered into a Trust Deed which includes the following terms:<br />

(i)<br />

(ii)<br />

the Company and its subsidiaries will not create any security on or over their respective assets<br />

except for any existing securities; and<br />

the Company must ensure that it will continue to own directly or indirectly not less than 75% in<br />

Gleneagles Medical Holdings Limited and Mount Elizabeth Medical Holdings Ltd.<br />

The following fixed rate and floating rate notes are outstanding as at the balance sheet date:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Fixed rate notes due in:<br />

- October 2007 – 75,000<br />

- October 2009 – 75,000<br />

– 150,000<br />

The FRNs constitute direct and unconditional obligations of the Company. Pursuant to the DCMTN<br />

Programme, there is a negative pledge that the Company and its principal subsidiaries will not create<br />

any security over their assets except as provided for under the terms of the DCMTN Programme. The<br />

FRNs rank pari passu without any preference or priority among themselves and at least pari passu with<br />

all other unsecured obligations of the Company (other than subordinated obligations and obligations<br />

having priorities created by law). Unless previously redeemed or purchased and cancelled, the FRNs are<br />

redeemable at their respective principal amounts on their maturity date.<br />

The following floating rate notes are outstanding as at the balance sheet date:<br />

<strong>2006</strong><br />

$’000<br />

2005<br />

$’000<br />

Floating rate notes due in October 2009 – 100,000<br />

The DCMTN Programme was cancelled and the floating rate notes were fully redeemed during the<br />

financial year.<br />

(c)<br />

(d)<br />

Floating rate notes due in:<br />

- October 2007 – 30,000<br />

- October 2009 – 30,000<br />

– 60,000<br />

The MCMTN Programme was cancelled and the fixed and floating rate notes were fully redeemed<br />

during the financial year.<br />

During the financial year, the Company entered into a 5-year S$500 million syndicated dual currency<br />

term and revolving loan facility with a bank to refinance the existing financial indebtedness of the<br />

Group and for corporate funding and working capital requirements of the Group. Under the terms of<br />

the loan facility, the Company may draw down revolving loans within 2 years from the date of the loan<br />

agreement. Outstanding amounts at the end of the 2-year period may be converted into a term loan to<br />

be repaid on the maturity date.<br />

Pursuant to the loan agreement, there is a negative pledge that the Company and its principal subsidiaries<br />

will not, without the prior consent of the majority of the lenders, create any security over their assets. In<br />

addition, the Company and its principal subsidiaries shall not dispose of the whole or any material part<br />

of their assets except on terms as set out in the loan agreement. The loans rank at least pari passu with<br />

all other unsecured and unsubordinated obligations of the Company, except for obligations mandatorily<br />

preferred by law.<br />

The secured RM-denominated bank overdrafts and term loans of certain joint ventures are secured by<br />

the following:<br />

(i)<br />

(ii)<br />

(iii)<br />

first fixed charge over freehold land and leasehold land and buildings of certain joint ventures;<br />

fixed and floating charge over assets of certain joint ventures; and<br />

corporate guarantee by a joint venture.<br />

90<br />

91<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

19 Financial liabilities (Cont’d)<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

19 Financial liabilities (Cont’d)<br />

(e)<br />

The secured INR-denominated term loans of certain joint ventures are secured by the following:<br />

Effective interest rates and repricing/maturing analysis<br />

(i)<br />

(ii)<br />

(iii)<br />

first mortgage and charge over all immovable and movable assets of a joint venture;<br />

first charge over all movable assets of a joint venture; and<br />

hypothecation of the current assets and second charge on the property, plant and equipment of a<br />

joint venture.<br />

Group<br />

Effective<br />

Fixed interest rate maturing<br />

interest<br />

rate<br />

Floating<br />

interest<br />

within<br />

1 year<br />

1 to 5<br />

years<br />

after<br />

5 years Total<br />

% $’000 $’000 $’000 $’000 $’000<br />

(f)<br />

(g)<br />

Pursuant to a debt restructuring exercise undertaken in the prior years, a joint venture’s indebtedness<br />

was converted into an interest-free term loan. According to the terms of the debt restructuring exercise,<br />

if the joint venture defaults in repayment, the lenders have an option to convert the outstanding amount<br />

of the term loan not exceeding 20% of the loan amount into fully paid equity shares of the joint<br />

venture.<br />

The RM150 million 5% Redeemable Secured Bonds 2002/2007 (Bonds) were constituted by a Trust<br />

Deed dated 21 January 2002 made between a joint venture and the Trustee for the holders of the<br />

Bonds. Fixed coupon rate of 5% per annum is payable semi-annually in arrears until the maturity date<br />

and the Bonds will be redeemed at 100% of their principal amount together with interest accrued to<br />

the maturity date unless they have been previously redeemed or purchased and cancelled.<br />

The carrying value of the Bonds at 31 December <strong>2006</strong> included unamortised discount amounting to<br />

RM1,358,000 (2005: RM6,790,000).<br />

The Bonds are secured against the following:<br />

(i)<br />

a first legal charge on lands and buildings owned by a joint venture; and<br />

<strong>2006</strong><br />

Secured term loans 4.51 to 10 19,977 994 5,842 5,001 31,814<br />

Unsecured term loan 4.05904 346,365 – – – 346,365<br />

- effect of interest rate swap 0.29096 (296,886) – 296,886 – –<br />

Redeemable secured bonds 8.62 – 25,873 – – 25,873<br />

Unsecured short-term credit facilities 3.52 to 4.95 – 41,066 – – 41,066<br />

Finance lease liabilities 1.87 to 13.1 – 80 1,608 – 1,688<br />

69,456 68,013 304,336 5,001 446,806<br />

2005<br />

Secured term loans 6.22 to 8.25 23,070 880 13,906 8,493 46,349<br />

Unsecured term loan 3.32 6,019 – – – 6,019<br />

Redeemable secured bonds 8.62 – – 63,005 – 63,005<br />

Unsecured floating rate notes 1.5875 to 2.5875 160,000 – – – 160,000<br />

Unsecured fixed rate notes 2.45 to 3.10 – – 150,000 – 150,000<br />

Unsecured short-term credit facilities 1.6375 to 5.58 – 40,042 – – 40,042<br />

Finance lease liabilities 3.06 to 8.15 – 317 5,363 – 5,680<br />

189,089 41,239 232,274 8,493 471,095<br />

Company<br />

(h)<br />

(ii) a Deed of Assignment of Sinking Fund Account (Note 15).<br />

The short-term bank loans of certain subsidiaries were secured by corporate guarantees issued by the<br />

Company.<br />

Finance lease liabilities<br />

The Group has obligations under finance leases that are repayable as follows:<br />

Payments Interest Principal Payments Interest Principal<br />

<strong>2006</strong> <strong>2006</strong> <strong>2006</strong> 2005 2005 2005<br />

$’000 $’000 $’000 $’000 $’000 $’000<br />

Repayable:<br />

Within 1 year 642 58 584 2,031 334 1,697<br />

After 1 year but within 5 years 1,215 111 1,104 4,426 443 3,983<br />

1,857 169 1,688 6,457 777 5,680<br />

<strong>2006</strong><br />

Unsecured term loan 4.05904 346,365 – – – 346,365<br />

- effect of interest rate swap 0.29096 (296,886) – 296,886 – –<br />

49,479 – 296,886 – 346,365<br />

2005<br />

Unsecured floating rate notes 1.5875 to 2.5875 160,000 – – – 160,000<br />

Unsecured fixed rate notes 2.45 to 3.10 – – 150,000 – 150,000<br />

160,000 – 150,000 – 310,000<br />

Intra-group guarantees<br />

Intra-group financial guarantees comprise guarantees granted by the Company to banks in respect of shortterm<br />

bank loans drawn down by certain subsidiaries totalling $41,066,000 (2005: $nil) as at the balance<br />

sheet date.<br />

Under the terms of the lease agreements, no contingent rents are payable.<br />

92<br />

93<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

20 Other payables<br />

Group<br />

Company<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

$’000 $’000<br />

Other payables 21,881 39,328 776 562<br />

Rental deposits 1,479 1,376 – –<br />

Deposits and advances 291 603 – –<br />

Advanced billings 1,609 1,011 – –<br />

25,260 42,318 776 562<br />

Other payables are unsecured and interest-free, and are repayable within the next twelve months.<br />

21 Revenue – Group<br />

Revenue represents invoiced value of hospital and other healthcare services rendered, proceeds from sale of<br />

equity investments, rental income and dividend income, after eliminating inter-company transactions.<br />

The amount of each significant category of revenue recognised during the year is as follows:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Revenue from hospital and other healthcare services 854,696 553,748<br />

Proceeds from sale of equity investments 300 –<br />

Rental income 10,328 8,252<br />

Gross dividends:<br />

- Quoted equity investments 2,680 1,615<br />

- Unquoted equity investments – 1<br />

868,004 563,616<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

22 Profit before income tax – Group<br />

The following items have been included in arriving at profit before income tax:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Interest income received and receivable from:<br />

- Banks and financial institutions 2,546 1,572<br />

- Others 709 446<br />

Imputed interest income 970 1,047<br />

Non-audit fees paid to auditors of the Company (115) (104)<br />

Contributions to defined contribution plans included in<br />

staff costs (15,580) (13,932)<br />

Increase in liability for short-term accumulating<br />

compensated absences (387) (246)<br />

Value of employee services received for issue of share options (2,150) (444)<br />

Exchange (loss)/gain (net) (3,098) 487<br />

Property, plant and equipment written off (57) (152)<br />

Inventories written off (76) (109)<br />

Gain/(Loss) on disposal of property, plant and equipment 275 (462)<br />

Gain on disposal of available-for-sale equity investments 122 283<br />

Loss on disposal of subsidiaries – (92)<br />

Loss on dilution of interests in subsidiary – (2,141)<br />

Gain on disposal of associates 42 –<br />

Changes in fair value of financial assets held for trading 68 8<br />

Allowance for impairment loss (written back) / made:<br />

- Amounts due from associates 33 (516)<br />

- Trade receivables (3,412) (2,633)<br />

Operating lease expenses (7,068) (8,343)<br />

Interest paid and payable to:<br />

- Banks and financial institutions (12,730) (3,385)<br />

- Fixed and floating rate notes (4,361) (6,745)<br />

- Bonds (2,721) (841)<br />

- Others (409) (135)<br />

Other finance costs (1,282) (406)<br />

Amortisation of discount on bonds (1,980) (598)<br />

94<br />

95<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

23 Related parties – Group<br />

For the purposes of these financial statements, parties are considered to be related to the Group if the Group<br />

has the ability, directly or indirectly, to control the party or exercise significant influence over the party in<br />

making financial and operating decisions, or vice versa, or where the Group and the party are subject to<br />

common control or common significant influence. Related parties may be individuals or other entities.<br />

Key management personnel compensation<br />

Key management personnel of the Group are those persons having the authority and responsibility for<br />

planning, directing and controlling the activities of the Group. The directors of the Company and the General<br />

Managers of the significant subsidiaries are considered as key management personnel of the Group.<br />

Key management personnel compensation comprised:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Short-term employee benefits 8,939 6,709<br />

Termination benefits – 1,037<br />

Share-based payments 853 171<br />

9,792 7,917<br />

The directors of the Company also participate in the <strong>Parkway</strong> Scheme 2001. 2,700,000 share options (2005:<br />

3,180,000) were granted to the directors of the Company during the year. The share options that were<br />

granted were on the same terms and conditions as those offered to other employees of the Company as<br />

described in note 18. At the balance sheet date, 6,727,000 (2005: 5,667,000) of those share options were<br />

outstanding.<br />

Other transactions with key management personnel<br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Director of the Company<br />

Rental income received 9 9<br />

Directors of subsidiaries<br />

Consultancy fees paid 347 341<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

23 Related parties – Group (Cont’d)<br />

Other related party transactions<br />

Other than disclosed elsewhere in the financial statements, transactions carried out on terms agreed with<br />

related parties are as follows:<br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Associates<br />

Management fees received 917 808<br />

Rental income received 476 577<br />

Sales 79 177<br />

Purchases 1,679 1,216<br />

Corporate shareholders of subsidiaries<br />

Consultancy fees paid 3,666 844<br />

Management fees paid 290 180<br />

Professional fees paid 51 51<br />

24 Income tax expense – Group<br />

Note <strong>2006</strong> 2005<br />

$’000 $’000<br />

Current tax expense<br />

Current year 29,724 20,821<br />

(Over)/Under provided in prior years (618) 11<br />

29,106 20,832<br />

Deferred tax expense<br />

Origination and reversal of temporary differences 3,169 920<br />

(Over)/Under provided in prior years (2,351) 125<br />

10 818 1,045<br />

Foreign taxation 144 160<br />

Income tax expense 30,068 22,037<br />

A firm in which a director is a member<br />

Professional fees paid 152 15<br />

96<br />

97<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

24 Income tax expense – Group (Cont’d)<br />

Reconciliation of effective tax rate<br />

<strong>2006</strong> 2005<br />

% $’000 % $’000<br />

Profit before income tax 98,906 89,427<br />

Tax calculated using Singapore tax rate 20.0 19,781 20.0 17,885<br />

Effect of different tax rates in other countries 3.4 3,382 1.4 1,225<br />

Income not subject to tax (1.5) (1,492) (1.4) (1,223)<br />

Expenses not deductible for tax purposes 10.7 10,556 4.5 4,054<br />

Utilisation of previously unrecognised<br />

tax losses – (62) (0.2) (206)<br />

Deferred tax asset not recognised 0.7 728 – 6<br />

(Over)/underprovided in prior years (3.0) (2,969) 0.1 136<br />

Foreign taxation 0.1 144 0.2 160<br />

30.4 30,068 24.6 22,037<br />

Unrecognised temporary differences<br />

The following temporary differences have not been recognised:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Deductible/(Taxable) temporary differences 2,347 (2,334)<br />

Unabsorbed capital allowances 423 499<br />

Unutilised tax losses 24,080 28,108<br />

26,850 26,273<br />

The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in<br />

the respective countries in which certain subsidiaries or joint ventures operate. The deductible temporary<br />

differences do not expire under current tax legislation. Deferred tax assets of the Group have not been<br />

recognised in respect of these items because it is not probable that future taxable profit will be available<br />

against which the respective entities within the Group can utilise the benefits.<br />

25 Earnings per share<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Basic earnings per share<br />

Basic earnings per share is based on:<br />

Net profit attributable to ordinary shareholders 55,283 61,969<br />

<strong>2006</strong> 2005<br />

Number of shares<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

25 Earnings per share (Cont’d)<br />

Diluted earnings per share<br />

For the purpose of calculating the diluted earnings per ordinary share, the weighted average number of<br />

ordinary shares in issue is adjusted to take into account the dilutive effect arising from the dilutive share<br />

options, with the potential ordinary shares weighted for the period outstanding.<br />

The effect of the exercise of share options on the weighted average number of ordinary shares in issue is as<br />

follows:<br />

<strong>2006</strong> 2005<br />

Number of shares<br />

Weighted average number of ordinary shares, used in the calculation of<br />

basic earnings per share 743,401,893 737,811,268<br />

Weighted average number of unissued ordinary shares under share<br />

options 12,663,023 6,244,442<br />

Weighted average number of shares that would have been issued at<br />

average market price (9,969,388) (3,580,295)<br />

Weighted average number of ordinary shares assuming<br />

full conversion 746,095,528 740,475,415<br />

Share options totalled 5,980,000 outstanding at the end of the year were not included in the computation<br />

of diluted earnings per share due to their anti-dilutive nature.<br />

26 New accounting standards and interpretations not yet adopted<br />

The Group has not applied the following accounting standards and interpretations that have been issued as<br />

of the balance sheet date but are not yet effective:<br />

FRS 40<br />

Investment Property<br />

FRS 107<br />

Financial Instruments: Disclosures and the Amendment to FRS 1 Presentation of Financial<br />

Statements: Capital Disclosures<br />

INT FRS 107 Applying the Restatement Approach under FRS 29 Financial <strong>Report</strong>ing in Hyperinflationary<br />

Economies<br />

INT FRS 108 Scope of FRS 102<br />

INT FRS 109 Reassessment of Embedded Derivatives<br />

INT FRS 110 Interim Financial <strong>Report</strong>ing and Impairment<br />

FRS 40, which becomes mandatory for the Group’s 2007 financial statements, permits investment property<br />

to be stated at either fair value or cost less accumulated depreciation and accumulated impairment losses.<br />

Properties held for rental are currently treated as properties in accordance with FRS 16 Property, Plant and<br />

Equipment and are stated at cost less accumulated depreciation and impairment losses. As a result of<br />

adopting FRS 40, these properties will be reclassified as investment properties. Property interests held under<br />

operating leases and recognised as investment properties are required to be measured at fair value. The<br />

Group is currently evaluating the impact the standard will have on the Group’s financial statements.<br />

98<br />

Issued ordinary shares at beginning of the year 727,013,212 722,911,462<br />

Effects of share options exercised 2,249,891 2,134,905<br />

Effects of rights shares issued 2,001,257 –<br />

Adjustment for effects of rights issue 12,137,533 12,764,901<br />

Weighted average number of ordinary shares at end of the year 743,401,893 737,811,268<br />

99<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

26 New accounting standards and interpretations not yet adopted (Cont’d)<br />

FRS 107 and amended FRS 1, which become mandatory for the Group’s 2007 financial statements, will require<br />

extensive additional disclosures with respect to the Group’s financial instruments and share capital. This standard<br />

does not have any impact on the recognition and measurement of the Group’s financial statements.<br />

INT FRS 110 prohibits the reversal of an impairment loss recognised in an interim period during the financial<br />

year in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. INT<br />

FRS 110 will become mandatory for the Group’s 2007 financial statements, and will apply to goodwill,<br />

investments in equity instruments, and financial assets carried at cost prospectively from the date the Group<br />

first applied the measurement criteria of FRS 36 and FRS 39 respectively (i.e. 1 January 2005).<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

27 Acquisitions and disposals of subsidiaries and joint ventures (Cont’d)<br />

Subsequent to the acquisition, the Group’s interest in PHB was diluted to 28.51% as at 31 December 2005.<br />

Consequently, the Group recognised a loss on dilution of interests in subsidiaries amounting to $2,141,000<br />

in the income statement.<br />

On 9 June 2005, the Group completed the disposal of its 51% interests in Thermal International (S) Pte Ltd<br />

and Thermal International Limited. Consequently, the Group’s interests in Gleneagles International Laboratory<br />

Services Pte Ltd and Gleneagles Investment Fujian Pte Ltd were diluted from 68% to 45%. During the<br />

period from 1 January 2005 to the date of disposal, the subsidiaries contributed net profit of $36,000 to the<br />

consolidated net profit for the year.<br />

Other than FRS 40 and INT FRS 110, the initial application of these standards and interpretations are not<br />

expected to have any material impact on the Group’s financial statements. The entity has not considered the<br />

impact of accounting standards issued after the balance sheet date.<br />

The effects of the above disposals are set out below:<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

100<br />

27 Acquisitions and disposals of subsidiaries and joint ventures<br />

On 13 September 2005 and 20 September 2005, the Group completed the acquisition of 35,000,000 and<br />

89,700,000 ordinary shares of RM1 each in PHB respectively, and 24,300,000 warrants 2002/2007 issued by<br />

PHB for a total consideration amounting to RM320,264,000. This represents 31.34% of the issued and paidup<br />

capital in PHB (excluding treasury shares) and 36.27% of the outstanding warrants issued by PHB. During<br />

the period from the acquisition date to 31 December 2005, PHB and its subsidiaries contributed net profit<br />

of $4,242,000 to the consolidated net profit for the year. If the acquisition had occurred on 1 January 2005,<br />

Group revenue would have been $799,276,000 and net profit would have been $76,759,000.<br />

The effects of the above acquisitions are set out below:<br />

Carrying<br />

amounts<br />

Fair value<br />

adjustments<br />

Recognised<br />

values<br />

2005 2005 2005<br />

$’000 $’000 $’000<br />

Property, plant and equipment 199,558 25,550 225,108<br />

Intangible assets 65,723 30,916 96,639<br />

Interests in associates 54,130 (15,843) 38,287<br />

Available-for-sale financial assets 371 – 371<br />

Deferred tax assets 2,155 – 2,155<br />

Inventories 6,510 – 6,510<br />

Trade receivables 36,865 (6,893) 29,972<br />

Other receivables, deposits and prepayments 16,043 862 16,905<br />

Tax recoverable 3,848 210 4,058<br />

Fixed deposits pledged 13,608 – 13,608<br />

Cash and cash equivalents 40,455 – 40,455<br />

Trade payables and accrued operating expenses (44,622) – (44,622)<br />

Other payables (29,140) – (29,140)<br />

Current tax payable (3,726) 1,226 (2,500)<br />

Interest-bearing borrowings (90,226) – (90,226)<br />

Deferred tax liabilities (2,724) (4,714) (7,438)<br />

Minority interests (213,441) (3,539) (216,980)<br />

Net identifiable assets and liabilities 55,387 27,775 83,162<br />

Goodwill on acquisition 59,662<br />

Cash consideration 142,824<br />

Less: Cash and cash equivalents acquired (40,455)<br />

Net cash outflow 102,369<br />

Property, plant and equipment – 369<br />

Inventories – 169<br />

Trade receivables – 7,447<br />

Other receivables, deposits and prepayments – 1,377<br />

Cash and cash equivalents – (949)<br />

Trade payables and accrued operating expenses – (5,497)<br />

Other payables – (204)<br />

Current tax payable – (197)<br />

Finance lease obligations – (1,120)<br />

Deferred tax liabilities – (9)<br />

Minority interests – (684)<br />

Net assets disposed – 702<br />

Loss on disposal of subsidiaries – (92)<br />

Cash consideration – 610<br />

Cash and cash equivalents disposed – 949<br />

Net cash flow from disposal of subsidiaries – 1,559<br />

28 Commitments<br />

(a)<br />

(b)<br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Capital commitments not provided for in the financial statements:<br />

- Amounts authorised and contracted for 24,307 23,417<br />

- Amounts authorised but not contracted for 12,249 14,330<br />

36,556 37,747<br />

Non-cancellable operating leases payable:<br />

- Within 1 year 10,956 8,807<br />

- After 1 year but within 5 years 12,971 10,659<br />

- After 5 years 773 –<br />

24,700 19,466<br />

101<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

28 Commitments (Cont’d)<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

29 Financial instruments (Cont’d)<br />

(c)<br />

Non-cancellable operating leases receivable:<br />

Group<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

(restated)<br />

Liquidity risk<br />

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by<br />

management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.<br />

Interest rate risk<br />

(d)<br />

- Within 1 year 6,682 6,893<br />

- After 1 year but within 5 years 4,410 7,448<br />

11,092 14,341<br />

After the balance sheet date, the directors proposed the following dividends. The dividends have not<br />

been provided for.<br />

<strong>2006</strong> 2005<br />

$’000 $’000<br />

Final dividend proposed of 5.5 cents (2005: 5.0 cents) per share<br />

less tax at 18% (2005: 20%) 34,596 29,081<br />

29 Financial instruments<br />

The Group has put in place a set of risk management policies and guidelines governing all investment and<br />

business risks. These policies and procedures set out the Group’s overall business strategies, its tolerance<br />

for risk and general risk management philosophy. In addition, management has established processes to<br />

monitor and control such risks in a timely and accurate manner. Where necessary, the Group may enter into<br />

transactions to hedge against these risks in order to keep them at an acceptable level. Finally, all investment<br />

and divestment decisions are required to be approved by the Executive Committee.<br />

This relates to changes in interest rates which affect mainly the Group’s fixed deposits, notes receivables, fixed<br />

rate redeemable bonds, and its debt obligations with banks and financial institutions. The Group’s fixed-rate<br />

financial assets and borrowings are exposed to a risk of change in their fair value due to changes in interest<br />

rates while the variable-rate financial assets and borrowings are exposed to a risk of change in cash flows<br />

due to changes in interest rates.<br />

The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debts as well as by<br />

rolling over its fixed deposits and variable rate borrowings on a short-term basis. In respect of long-term<br />

borrowings, the Group may enter into interest rate derivatives to manage its exposure to adverse movements<br />

in interest rates.<br />

During the year, interest rate swaps, which are denominated in Singapore dollars, have been entered into to<br />

achieve an appropriate mix of fixed and floating rate exposures within the Group’s policy. The swaps mature<br />

over the next 5 years following the maturity of the related loans. As at 31 December <strong>2006</strong>, the Group has<br />

interest rate swaps with a notional contract amount of $300,000,000 (2005: $nil). The Group classifies these<br />

interest rate swaps as cash flow hedges.<br />

The fair value of interest rate swaps liability at 31 December <strong>2006</strong> was $6,592,000 (2005: $nil).<br />

Credit risk<br />

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.<br />

Credit evaluations are performed on all customers requiring credit over a certain amount. For the hospital<br />

operations, the Group does not grant credit to non-corporate customers. Instead, a non-corporate customer<br />

is requested to place an initial deposit at the time of admission to the hospital. Additional deposit is requested<br />

from the customer when the hospital charges exceed a certain level.<br />

Cash and fixed deposits are placed with financial institutions which are regulated.<br />

Similarly, investments and transactions involving financial instruments are allowed to be entered into only<br />

with counterparties who have sound credit ratings. As such, management does not expect any counterparty<br />

to fail to meet their obligations.<br />

At the balance sheet date, the Group has outstanding amount owing from joint ventures of $96,876,000 (2005:<br />

$nil) and notes receivables due from Lee Hing Development Limited of $33,568,000 (2005: $41,484,000).<br />

Other than these receivables, there were no significant concentrations of credit risk. The maximum exposure<br />

to credit risk is represented by the carrying amount of each financial asset, including derivative financial<br />

instruments, in the balance sheet.<br />

102<br />

103<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

29 Financial instruments (Cont’d)<br />

Foreign currency risk<br />

The Group is exposed to foreign exchange risk on sales, purchases, notes receivables, borrowings and<br />

investments that are denominated in currencies other than Singapore dollars. The currencies giving rise to<br />

this risk are primarily Malaysian ringgit, Hong Kong dollars and Indian rupee. In respect of exposure that is<br />

certain, the Group will partially hedge these risks in order to keep them at an acceptable level.<br />

At the balance sheet date, the Group has outstanding forward exchange contracts with notional amounts<br />

approximately $nil (2005: $6,087,000).<br />

Fair value<br />

Quoted investments<br />

The fair value of financial assets at fair value through profit or loss and available-for-sale financial assets is<br />

determined by reference to their quoted bid prices at the reporting date.<br />

Derivatives<br />

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed<br />

market price is not available, fair value is estimated by discounting the difference between the contractual<br />

forward price and the current forward price for the residual period to maturity of the contract using a risk-free<br />

interest rate (based on government bonds).<br />

The fair value of interest rate swaps is based on broker quotes. These quotes are tested for reasonableness by<br />

discounting estimated future cash flows based on the terms and maturity of each contract and using market<br />

interest rates for a similar instrument at the measurement date.<br />

Non-derivative interest bearing borrowings<br />

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future<br />

principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance<br />

leases, the market rate of interest is determined by reference to similar lease agreements. The notional<br />

amounts of financial liabilites with a maturity of less than one year or which reprice frequently are assumed<br />

to approximate their fair values.<br />

Intra-group financial guarantees<br />

The value of financial guarantees provided by the Company to its subsidiaries is determined by reference to<br />

the difference in the interest rates, by comparing the actual rates charged by the bank with these guarantees<br />

made available, with the estimated rates that the banks would have charged had these guarantees not been<br />

available.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

29 Financial instruments (Cont’d)<br />

Other financial assets and liabilities<br />

The notional amounts of financial assets and liabilities with a maturity of less than one year including trade<br />

and other receivables, cash and cash equivalents, trade and other payables are assumed to approximate their<br />

fair values because of the short period of maturity. All other financial assets and liabilities are discounted to<br />

determine their fair values.<br />

The aggregate net fair values of recognised financial assets and liabilities which are not carried at fair value<br />

in the balance sheet as at 31 December are represented in the following table:<br />

Group<br />

Carrying<br />

amount<br />

Fair<br />

value<br />

Carrying<br />

amount<br />

Fair<br />

value<br />

Note <strong>2006</strong> <strong>2006</strong> 2005 2005<br />

$’000 $’000 $’000<br />

(restated)<br />

$’000<br />

(restated)<br />

Financial asset<br />

Notes receivables – – 41,484 40,715<br />

Financial liabilities<br />

Amounts due to associates (non-current) 6 (437) (388) (413) (373)<br />

Secured term loans 19 (12,471) (12,300) (24,086) (24,102)<br />

Redeemable secured bonds 19 (25,873) (25,302) (63,005) (63,744)<br />

Unsecured fixed rate notes 19 – – (150,000) (145,382)<br />

Finance lease liabilities 19 (1,688) (1,688) (5,680) (5,823)<br />

(40,469) (39,678) (243,184) (239,424)<br />

Total (40,469) (39,678) (201,700) (198,709)<br />

Unrecognised gain 791 2,991<br />

Company<br />

Financial asset<br />

Notes receivables – – 41,484 40,715<br />

Financial liability<br />

Unsecured fixed rate notes 19 – – (150,000) (145,382)<br />

Total – – (108,516) (104,667)<br />

Unrecognised gain – 3,849<br />

It is not practicable to reliably estimate the fair value of unquoted equity shares due to the lack of quoted<br />

market prices in an active market, significant range of reasonable fair value estimates, and the inability to<br />

reasonably assess the probabilities of the various estimates. However, management believes that the carrying<br />

amounts recorded at balance sheet date reflect the corresponding fair values.<br />

104<br />

105<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

30 Segment reporting<br />

A segment is a distinguishable component of the Group that is engaged either in providing products or<br />

services (business segment), or in providing products or services within a particular economic environment<br />

(geographical segment), which is subject to risks and rewards that are different from those of other<br />

segments.<br />

Segment information is presented in respect of the Group’s business and geographical segments. The primary<br />

format, business segments, is based on the Group’s management and internal reporting structure.<br />

Inter-segment pricing is determined on mutually agreed terms.<br />

Segment results, assets and liabilities include items directly attributable to a segment as well as those that<br />

can be allocated on a reasonable basis. Unallocated items mainly comprise goodwill, interest expenses and<br />

related liabilities, and income tax assets and liabilities.<br />

Segment capital expenditure is the total costs incurred during the year to acquire property, plant and<br />

equipment and intangible assets other than goodwill.<br />

Business Segments<br />

The Group comprises the following main business segments:<br />

Healthcare<br />

Singapore Hospitals: The operation of private hospitals, rental and sale of medical units which form part of<br />

the hospital complex in Singapore.<br />

International Hospitals: The operation of private hospitals outside Singapore.<br />

Healthcare Services: Operation of medical clinics and provision of primary healthcare services, practice of dental<br />

surgeons and operation of dental clinics, provision of clinical research services, ownership and management<br />

of radiology clinics, provision of comprehensive diagnostic laboratory services, underwriting of accident and<br />

healthcare insurance policies, and provision of managed care and related services.<br />

Non-Healthcare<br />

The sale of properties, investment holding and trading.<br />

Geographical Segments<br />

The healthcare segment operates principally in Singapore and Malaysia while the property rental, investment<br />

holding and trading segments operate mainly in Singapore.<br />

In presenting information on the basis of geographical segments, segment revenue is based on the geographical<br />

location of customers. Segment assets are based on the geographical location of the assets.<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

30 Segment reporting (Cont’d)<br />

Business Segments<br />

Revenue and<br />

expenses<br />

Singapore International Healthcare Healthcare Non-<br />

Hospitals Hospitals Services Subtotal Healthcare Eliminations Unallocated Consolidated<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

<strong>2006</strong><br />

Total revenue<br />

from external<br />

customers 356,270 239,179 269,059 864,508 3,496 – – 868,004<br />

Inter-segment<br />

revenue 14,389 270 25,351 40,010 – (40,010) – –<br />

Total 370,659 239,449 294,410 904,518 3,496 (40,010) – 868,004<br />

Segment results 77,095 22,187 27,589 127,681 (9,160) – 311 118,832<br />

Finance costs (23,483)<br />

Share of profits<br />

of associates – 1,696 57 1,753 1,804 – – 3,557<br />

Income tax<br />

expense (30,068)<br />

Net profit for the<br />

year 68,838<br />

2005<br />

Total revenue<br />

from external<br />

customers 300,283 116,055 144,538 560,876 2,740 – – 563,616<br />

Inter-segment<br />

revenue 12,720 – 37,411 50,131 – (50,131) – –<br />

Total 313,003 116,055 181,949 611,007 2,740 (50,131) – 563,616<br />

Segment results 65,017 13,990 21,396 100,043 3,104 – (2,141) 101,366<br />

Finance costs (12,110)<br />

Share of (losses)/<br />

profit of<br />

associates – (339) (210) (549) 720 – – 171<br />

Income tax<br />

expense (22,037)<br />

Net profit for the<br />

year 67,390<br />

106<br />

107<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

30 Segment reporting (Cont’d)<br />

Singapore International Healthcare Healthcare Non-<br />

Hospitals Hospitals Services Subtotal Healthcare Consolidated<br />

$’000 $’000 $’000 $’000 $’000 $’000<br />

Assets and liabilities<br />

<strong>2006</strong><br />

Segment assets 542,254 183,086 176,612 901,952 130,140 1,032,092<br />

Interests in associates – 8,993 1,761 10,754 368 11,122<br />

542,254 192,079 178,373 912,706 130,508 1,043,214<br />

Unallocated assets 188,189<br />

Total assets 1,231,403<br />

Segment liabilities 87,581 76,228 57,338 221,147 40,074 261,221<br />

Unallocated liabilities 535,021<br />

Total liabilities 796,242<br />

2005<br />

Segment assets 510,737 327,296 269,669 1,107,702 128,673 1,236,375<br />

Interests in associates – 9,374 1,971 11,345 38,622 49,967<br />

510,737 336,670 271,640 1,119,047 167,295 1,286,342<br />

Unallocated assets 57,700<br />

Total assets 1,344,042<br />

Segment liabilities 73,275 119,549 77,429 270,253 77,042 347,295<br />

Unallocated liabilities 350,000<br />

Total liabilities 697,295<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

30 Segment reporting (Cont’d)<br />

Singapore International Healthcare Healthcare Non-<br />

Hospitals Hospitals Services Subtotal Healthcare Consolidated<br />

$’000 $’000 $’000 $’000 $’000 $’000<br />

Other segmental<br />

information<br />

<strong>2006</strong><br />

Capital expenditure 33,851 25,330 7,826 67,007 178 67,185<br />

Depreciation and<br />

impairment losses<br />

of property, plant<br />

and equipment 25,873 13,439 8,994 48,306 365 48,671<br />

Amortisation of<br />

intangible assets - 328 11,265 11,593 - 11,593<br />

2005 (restated)<br />

Capital expenditure 20,490 9,043 13,414 42,927 225 43,172<br />

Depreciation and<br />

impairment losses<br />

of property, plant<br />

and equipment 23,298 7,046 6,562 36,906 204 37,110<br />

Amortisation of<br />

intangible assets – 99 3,400 3,499 – 3,499<br />

Geographical Segments<br />

<strong>2006</strong><br />

Other<br />

Singapore Malaysia regions Consolidated<br />

$’000 $’000 $’000 $’000<br />

Total revenue from external customers 476,704 354,907 36,393 868,004<br />

Segment assets 745,004 236,564 50,524 1,032,092<br />

Capital expenditure 38,024 24,595 4,566 67,186<br />

2005<br />

Total revenue from external customers 399,985 133,480 30,151 563,616<br />

Segment assets 697,210 484,980 54,185 1,236,375<br />

Capital expenditure 29,363 8,845 4,964 43,172<br />

108<br />

109<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

31 Associates<br />

Place of<br />

incorporation<br />

Effective equity<br />

interest held<br />

Name of associate Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Phil, Inc Dormant United States<br />

of America<br />

40 40<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

31 Associates (Cont’d)<br />

Place of<br />

incorporation<br />

Effective equity<br />

interest held<br />

Name of associate Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Asia Renal Care (Katong) Pte Ltd Provision of medical services Singapore 20 20<br />

Gleneagles Medical Centre<br />

(Kuala Lumpur) Sdn Bhd<br />

Gleneagles Hospital (Kuala<br />

Lumpur) Sdn Bhd<br />

Gleneagles Dialysis<br />

International Pte Ltd<br />

and its subsidiary:<br />

Medical centre development,<br />

ownership and management<br />

Private hospital ownership and<br />

management<br />

Malaysia 30 30<br />

Malaysia 30 30<br />

Provision of dialysis care Singapore 40 40<br />

IAG Healthsciences Pte Ltd<br />

Onemedhub Pte Ltd<br />

Positron Tracers Pte. Ltd.<br />

Provision of medical and health<br />

products, clinic management and<br />

consultancy services<br />

Provision of electronic commerce<br />

services<br />

Ownership and operation of a<br />

cyclotron<br />

Singapore 26.45 29.09<br />

Singapore 40 40<br />

Singapore 33 33<br />

Gleneagles Dialysis<br />

Centre Pte Ltd<br />

PT Tritunggal Sentra Utama<br />

Surabaya<br />

Kyami Pty Ltd and its<br />

subsidiary:<br />

Royalmist Properties<br />

Pty Ltd<br />

Gleneagles International<br />

Hospital (Lanka) Limited<br />

Gleneagles Heritage Holdings<br />

Limited and its subsidiary:<br />

Gleneagles Heritage<br />

International Limited<br />

Asia Renal Care Mount<br />

Elizabeth Pte Ltd<br />

Provision of business<br />

management, consultancy and<br />

specialised medical services<br />

Provision of medical diagnostic<br />

services<br />

Singapore 44 44<br />

Indonesia 30 30<br />

Investment holding Australia 30 30<br />

Property investment and<br />

development<br />

Australia 30 30<br />

Dormant Sri Lanka 40 40<br />

Investment holding British Virgin Islands 40 40<br />

Dormant British Virgin Islands 40 40<br />

Provision of medical services Singapore 20 20<br />

CPG Healthcare Facilities<br />

Management Pte. Ltd.<br />

Commenced liquidation during<br />

the year<br />

Singapore 50 50<br />

Korean Clinic Pte. Ltd. Dormant Singapore 40 40<br />

Gleneagles International<br />

Laboratory Services Pte Ltd<br />

and its subsidiary:<br />

Gleneagles Investment<br />

Fujian Pte Ltd<br />

Worldcare Health (Malaysia)<br />

Sdn. Bhd.<br />

Avenue Capital Resources<br />

(Berhad)<br />

Liquidated during the year Singapore – 45<br />

Liquidated during the year Singapore – 45<br />

Provision of telemedicine services Malaysia – 8.55#<br />

Investment holding and provision<br />

of management services<br />

Malaysia –* 4.88#<br />

#<br />

Worldcare Health (Malaysia) Sdn. Bhd. and Avenue Capital Resources Berhad were accounted for as associates for the year ended<br />

31 December 2005 in accordance with FRS 28 by virtue of the Group’s interests in <strong>Pantai</strong> Holdings Berhad.<br />

* During the financial year, Avenue Capital Resources Berhad (ACRB) had undergone a restructuring exercise whereby the shares<br />

held by certain subsidiaries of <strong>Pantai</strong> Holdings Berhad were exchanged for new ordinary shares in ECM Libra Avenue Berhad<br />

(ECM Libra) and shares of POS Malaysia and Services Holdings Berhad (POS) were given as part of the distribution of assets in<br />

specie. Upon completion of the restructuring exercise, the listing status of ACRB was transferred to ECM Libra. Consequently,<br />

the effective interest in ECM Libra held by <strong>Pantai</strong> Holdings Berhad was reduced to approximately 7%. As the Group no longer has<br />

significant influence over ECM Libra, the investments in ECM Libra and POS were classified as available-for-sale investments.<br />

None of the above associates are considered significant in accordance with Rule 718 of the SGX-ST Listing<br />

Manual. For this purpose, an associate is considered significant as defined under the SGX-ST Listing Manual if<br />

its net tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if its pre-tax<br />

profits account for 20% or more of the Group’s consolidated pre-tax profits.<br />

110<br />

111<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

32 Joint ventures<br />

Place of<br />

incorporation<br />

Effective equity<br />

interest held<br />

Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

32 Joint ventures (Cont’d)<br />

Place of<br />

incorporation<br />

Effective equity<br />

interest held<br />

Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Apollo Gleneagles Hospital Ltd<br />

Private hospital ownership and<br />

management<br />

India 50 50<br />

Angiography Sdn. Bhd.<br />

Provision of cardiac catherisation<br />

services<br />

Malaysia 26.72 Note 5<br />

Apollo Gleneagles PET-CT<br />

Limited<br />

Hale Medical Clinic (Concourse)<br />

Pte Ltd<br />

Shenton Family Medical Clinic<br />

(Bukit Gombak)<br />

Operation of PET-CT radio<br />

imaging centre<br />

India 50 50<br />

Operation of medical clinic Singapore 50 –<br />

Operation of medical clinic Singapore 50 60<br />

Magnetom Imaging<br />

Sdn. Bhd.<br />

PMC Radio-Surgery<br />

Sdn. Bhd.<br />

Provision of medical diagnostic<br />

services and other related<br />

ventures<br />

Provision of radiotherapy<br />

facilities<br />

Malaysia 20.56 Note 5<br />

Malaysia 40 Note 5<br />

Ganda Gema Sdn. Bhd. Dormant Malaysia 40 Note 5<br />

Shenton Family Medical Clinic<br />

(Serangoon)<br />

Operation of medical clinic Singapore 50 50<br />

Cheras Medical Centre<br />

Sdn. Bhd.<br />

Provision of medical, surgical and<br />

hospital services<br />

Malaysia 40 Note 5<br />

Shenton Family Medical Clinic<br />

(Bedok Reservoir)<br />

Shenton Family Medical Clinic<br />

(Jurong East)<br />

Shenton Family Medical Clinic<br />

(Tampines)<br />

Shenton Family Medical Clinic<br />

(Yishun)<br />

Karington Holdings Pte Ltd and<br />

its joint venture:<br />

Shanghai Modern Elecom<br />

Trading Centre Building Co.<br />

Ltd<br />

Operation of medical clinic Singapore 50 50<br />

Operation of medical clinic Singapore 50 50<br />

Operation of medical clinic Singapore 50 50<br />

Operation of medical clinic Singapore 50 –<br />

Investment holding Singapore 50 50<br />

Property investment and<br />

development<br />

People’s Republic<br />

of China<br />

25 25<br />

<strong>Pantai</strong> Klang Specialist<br />

Medical Centre Sdn.<br />

Bhd.<br />

Syarikat Tunas <strong>Pantai</strong><br />

Sdn. Bhd.<br />

Paloh Medical Centre<br />

Sdn. Bhd.<br />

Hospital <strong>Pantai</strong> Ayer<br />

Keroh Sdn. Bhd. and<br />

its subsidiaries:<br />

Provision of medical, surgical and<br />

hospital services<br />

Provision of medical, surgical and<br />

hospital services<br />

Provision of medical, surgical and<br />

hospital services<br />

Provision of medical, surgical and<br />

hospital services<br />

Malaysia 40 Note 5<br />

Malaysia 32.28 Note 5<br />

Malaysia 31.12 Note 5<br />

Malaysia 40 Note 5<br />

Mikrogema Sdn. Bhd. Dormant Malaysia 40 Note 5<br />

HPAK Lithotripsy<br />

Services Sdn. Bhd.<br />

Provision of lithotripter services Malaysia 40 Note 5<br />

<strong>Pantai</strong> Irama Ventures Sdn Bhd<br />

and its subsidiaries:<br />

Investment holding Malaysia 43.85 –<br />

HPAK Cancer Centre<br />

Sdn. Bhd.<br />

Provision of services for cancer<br />

diseases<br />

Malaysia 40 Note 5<br />

<strong>Pantai</strong> Holdings Berhad and<br />

its subsidiaries:<br />

<strong>Pantai</strong> Group Resources Sdn.<br />

Bhd. and its subsidiaries:<br />

<strong>Pantai</strong> Hospitals Sdn. Bhd.<br />

and its subsidiaries:<br />

Investment holding Malaysia 40 Note 5<br />

Investment holding Malaysia 40 Note 5<br />

Investment holding and<br />

provision of management and<br />

consultation services to hospitals<br />

and medical centres<br />

Malaysia 40 Note 5<br />

Hospital <strong>Pantai</strong> Indah<br />

Sdn. Bhd. and its<br />

subsidiary:<br />

HPI Dialysis Centre<br />

Sdn. Bhd.<br />

PT. <strong>Pantai</strong> Healthcare<br />

Consulting<br />

Provision of medical, surgical and<br />

hospital services<br />

Malaysia 40 Note 5<br />

Dormant Malaysia 40 Note 5<br />

Provision of healthcare<br />

consulting services<br />

Indonesia 40 # Note 5<br />

112<br />

<strong>Pantai</strong> Medical Centre<br />

Sdn. Bhd. and its<br />

subsidiaries:<br />

Provision of medical, surgical and<br />

hospital services<br />

Malaysia 40 Note 5<br />

<strong>Pantai</strong> Support Services<br />

Sdn. Bhd. and<br />

its subsidiaries:<br />

Investment holding and<br />

provision of management<br />

and consultation services to<br />

healthcare related service sectors<br />

Malaysia 40 Note 5<br />

113<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

32 Joint ventures (Cont’d)<br />

Place of<br />

incorporation<br />

Effective equity<br />

interest held<br />

Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

Notes to the financial statements<br />

Year ended 31 December <strong>2006</strong><br />

32 Joint ventures (Cont’d)<br />

Place of<br />

incorporation<br />

Effective equity<br />

interest held<br />

Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />

% %<br />

<strong>Pantai</strong> Premier Pathology<br />

Sdn. Bhd.<br />

Provision of medical laboratory<br />

services<br />

Malaysia 40 Note 5<br />

<strong>Pantai</strong> Management<br />

Resources Sdn. Bhd.<br />

Provision of administration<br />

support, training, research and<br />

development services<br />

Malaysia 40 Note 5<br />

<strong>Pantai</strong> Education Sdn.<br />

Bhd.<br />

Provision of educational<br />

programs and training courses<br />

for healthcare and related fields<br />

Malaysia 40 Note 5<br />

Credit Enterprise<br />

Sdn. Bhd.<br />

Dormant Malaysia 40 Note 5<br />

<strong>Pantai</strong> Columbia Sdn.<br />

Bhd.<br />

Golden Home Care<br />

Sdn. Bhd.<br />

<strong>Pantai</strong> Integrated Rehab<br />

Services Sdn. Bhd.<br />

<strong>Pantai</strong> Fomema &<br />

Systems Sdn. Bhd. and<br />

its subsidiary:<br />

Fomema Sdn. Bhd.<br />

Pengkalan Usaha<br />

(M) Sdn. Bhd.<br />

Healthpac Industries<br />

Sdn. Bhd.<br />

Conso-Asli Sdn. Bhd. and<br />

its subsidiary:<br />

Kuala Lumpur Medical<br />

Centre (Asia Pacific)<br />

Sdn. Bhd.<br />

Dormant Malaysia 40 Note 5<br />

Dormant Malaysia 40 Note 5<br />

Provision of rehabilitation<br />

services<br />

Investment holding and<br />

supervision of medical<br />

examination of foreign workers<br />

in Malaysia<br />

Monitoring of medical<br />

examination of foreign workers<br />

in Malaysia<br />

Supervision of medical<br />

examination of foreign workers<br />

in Malaysia<br />

Malaysia 34 Note 5<br />

Malaysia 40 Note 5<br />

Malaysia 30 Note 5<br />

Malaysia 40 Note 5<br />

Dormant Malaysia 40 Note 5<br />

Investment holding Malaysia 40 Note 5<br />

Dormant Malaysia 20.4 Note 5<br />

Seraya Sensa Sdn. Bhd. Investment holding Malaysia 40 Note 5<br />

<strong>Pantai</strong> Medivest Lanka<br />

(Private) Limited<br />

PT. <strong>Pantai</strong> Healthcare<br />

Consulting<br />

<strong>Pantai</strong> Medivest Sdn. Bhd.<br />

and its subsidiaries:<br />

Aroma Laundry & Dry<br />

Cleaners Sdn. Bhd. and<br />

its subsidiaries:<br />

Zoom Valet Services<br />

Sdn. Bhd.<br />

Dormant Sri Lanka 40 ## Note 5<br />

Provision of healthcare consulting<br />

services<br />

Provision of clinical waste<br />

management, cleaning and<br />

maintenance services for hospitals<br />

Provision of laundry and dry<br />

cleaning services<br />

Indonesia 40 # Note 5<br />

Malaysia 40 Note 5<br />

Malaysia 20 Note 5<br />

Dormant Malaysia 20 Note 5<br />

Mediwash Sdn. Bhd. Dormant Malaysia 20 Note 5<br />

<strong>Pantai</strong> Medivest Lanka<br />

(Private) Limited<br />

<strong>Pantai</strong> Medivest (India)<br />

Private Limited<br />

Dormant Sri Lanka 40 ## Note 5<br />

Dormant India 40 Note 5<br />

PT Jasa Medivest Dormant Indonesia 38 –<br />

#<br />

Effective equity interest of 20% each held by <strong>Pantai</strong> Hospitals Sdn. Bhd. and <strong>Pantai</strong> Group Resources Sdn. Bhd.<br />

##<br />

Effective equity interest of 20% each held by <strong>Pantai</strong> Medivest Sdn. Bhd. and <strong>Pantai</strong> Group Resources Sdn. Bhd.<br />

Cyberwide Finance<br />

Limited and its subsidiary:<br />

Maxgold Investments<br />

Group Limited and<br />

its subsidiary:<br />

Investment holding<br />

Investment holding<br />

British Virgin<br />

Islands<br />

British Virgin<br />

Islands<br />

40 Note 5<br />

40 Note 5<br />

None of the above joint ventures are considered significant. A joint venture is considered significant if its net<br />

tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if its pre-tax profits<br />

account for 20% or more of the Group’s consolidated pre-tax profits.<br />

33 Comparative information<br />

Glossmere Investments<br />

Limited<br />

Investment holding<br />

British Virgin<br />

Islands<br />

40 Note 5<br />

Comparatives in the financial statements have been changed from the previous year due to the changes in<br />

accounting policies as described in note 2 and to be consistent with current year presentation.<br />

114<br />

115<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

1 Summary of major properties<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

1 Summary of major properties (Cont’d)<br />

The major properties of the Group are:<br />

Description<br />

Location<br />

Site area<br />

(sq m)<br />

Existing<br />

use<br />

Approximate total<br />

lettable/<br />

saleable area (sq m)<br />

Group’s<br />

effective<br />

interest<br />

% Tenure<br />

Description<br />

Singapore<br />

Location<br />

Site area<br />

(sq m)<br />

Existing<br />

use<br />

Approximate total<br />

lettable/<br />

saleable area (sq m)<br />

Group’s<br />

effective<br />

interest<br />

% Tenure<br />

Singapore<br />

Gleneagles<br />

Hospital<br />

and Medical<br />

Centre, a 380-<br />

bed hospital<br />

with 164<br />

medical suites<br />

and 402 car<br />

park lots<br />

Mount Elizabeth<br />

Hospital<br />

and Medical<br />

Centre, a 505-<br />

bed hospital<br />

with 214<br />

medical suites<br />

and 368 car<br />

park lots<br />

East Shore<br />

Hospital<br />

and Medical<br />

Centre, a 123-<br />

bed hospital<br />

with 28<br />

medical suites<br />

and 73 car<br />

park lots<br />

Lot 1345 Town<br />

sub-division<br />

25 situated at<br />

6/6A Napier<br />

Road<br />

Lot 858 Town<br />

sub-division<br />

27 situated<br />

at 3 Mount<br />

Elizabeth<br />

Lot 6912<br />

Mukim 26<br />

situated at 321<br />

Joo Chiat Place<br />

14,947 Hospital<br />

building<br />

Medical<br />

centre<br />

15,204 Hospital<br />

building<br />

Medical<br />

centre<br />

6,200 Hospital<br />

and<br />

medical<br />

centre<br />

–<br />

–<br />

–<br />

–<br />

25,000<br />

10,800<br />

38,626<br />

19,940<br />

100<br />

4<br />

100<br />

4<br />

Freehold<br />

Freehold<br />

99-year lease<br />

commencing<br />

1 October<br />

1976<br />

99-year lease<br />

commencing<br />

1 October<br />

1976<br />

– 10,926 100 Freehold<br />

Shophouse Lot 5188<br />

Mukim 27<br />

situated at<br />

Block 210<br />

New Upper<br />

Changi Road<br />

#01-699<br />

Radiologic Clinic Lot 5350<br />

Mukim 5<br />

situated at<br />

Block 130<br />

Jurong East<br />

Street 13<br />

#01-219<br />

Overseas<br />

Gleneagles<br />

Medical Centre,<br />

a 212-bed<br />

private hospital<br />

1 Jalan<br />

Pangkor<br />

Penang,<br />

Malaysia<br />

380 Clinic – 380 100 86-year lease<br />

commencing<br />

1 July 1992<br />

145 Clinic – 145 100 91-year lease<br />

commencing<br />

1 April 1993<br />

7,319 Hospital<br />

building<br />

– 18,600 70 Freehold<br />

Warehouse and<br />

store<br />

Lot 2301/U2<br />

Mukim 1<br />

situated at 213<br />

Henderson<br />

Road, #01-02,<br />

#02-02, #03-<br />

02, #04-02<br />

Henderson<br />

Industrial Park<br />

940 Warehouse<br />

and store<br />

– 940 100 Freehold<br />

116<br />

117<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

2 Interested person transactions<br />

Interested Person<br />

Aggregate value of all<br />

transactions during the<br />

financial year ended 31/12/06<br />

(excluding transactions<br />

less than $100,000 and<br />

transactions conducted under<br />

a shareholders’ mandate<br />

pursuant to<br />

Rule 920 of the<br />

SGX-ST Listing<br />

Manual)<br />

Aggregate value of all<br />

transactions conducted<br />

under a shareholders’<br />

mandate pursuant to<br />

Rule 920 of the<br />

SGX-ST Listing<br />

Manual (excluding<br />

transactions less than<br />

$100,000)<br />

$’000 $’000<br />

Chang See Hiang<br />

- Professional fees paid by the Group 152 –<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement<br />

The Company is committed to complying with the Code of Corporate Governance issued by the Corporate<br />

Governance Committee in March 2001 and revised in 2005 (“CCG 2005”) so as to ensure greater transparency<br />

and protection of shareholders’ interests. This statement outlines the main corporate governance practices<br />

that are adopted by the Company.<br />

Board of Directors<br />

Role of the Board of Directors<br />

The primary role of the board of directors of the Company (“the Board”) is to protect and enhance long-term<br />

shareholder value. It sets the overall strategy for the Group and supervises the management of the Group<br />

(“the Management”). It is also responsible for the overall corporate governance of the Group including<br />

setting its strategic direction, establishing goals for Management and monitoring the achievement of these<br />

goals.<br />

Board Processes<br />

To assist in the execution of its responsibilities, the Board has established the following specialised committees<br />

(CCG 2005, Guideline 1.3):<br />

3 Material contracts<br />

Except as disclosed in Interested Person Transactions, there were no other material contracts of the Company<br />

or its subsidiaries involving the interests of the Chief Executive Officer, each director or controlling shareholder,<br />

either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of<br />

the previous financial year.<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

(h)<br />

the Executive Committee;<br />

the Audit Committee;<br />

the Nominating Committee;<br />

the Remuneration Committee;<br />

the Share Option Scheme Committee*;<br />

the Management Committee;<br />

the Share Purchase Committee; and<br />

the Strategic Planning Committee.<br />

* This Committee was dissolved on 9 November <strong>2006</strong><br />

Each of the above committees has its respective written mandates and operating procedures, which will be<br />

reviewed on a regular basis.<br />

The Board intends to hold about four scheduled meetings each year. It may, however, hold unscheduled<br />

strategy meetings and/or emergency meetings to address/consider certain specific significant matters or<br />

transactions that may arise from time to time. The Articles of Association of the Company allow Board<br />

meetings to be conducted by way of telephonic and video conference (CCG 2005, Guideline 1.4).<br />

118<br />

119<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Directors’ meetings held in <strong>2006</strong><br />

During the financial year ended 31 December <strong>2006</strong>, the Board held five meetings. The Directors’ attendance<br />

at those meetings are disclosed below (CCG 2005, Guideline 1.4):<br />

Name of director<br />

Board meetings attended<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

As at the date of this report, the Board comprises ten suitably qualified members (CCG 2005, Guidelines 2.4<br />

and 4.6):<br />

Name of director<br />

Date of<br />

appointment<br />

Nature of<br />

appointment<br />

Prime<br />

function<br />

Other functions<br />

Academic and<br />

professional<br />

qualifications<br />

Richard Seow Yung Liang 5<br />

Sunil Chandiramani 5<br />

Dr Lim Cheok Peng 5<br />

Alain Ahkong Chuen Fah 5<br />

Daniel Ashton Carroll* -<br />

Chang See Hiang 5<br />

Timothy David Dattels 4<br />

Ho Kian Guan 3<br />

Dr Ronald Ling Jih Wen 4<br />

Ashish Jaiprakash Shastry 4<br />

David R. White 1<br />

Ho Kian Hock (alternate to Ho Kian Guan) 2<br />

*Retired on 12 April <strong>2006</strong><br />

Richard Seow<br />

Yung Liang<br />

Age: 44<br />

Sunil Chandiramani<br />

Age: 44<br />

10/06/2005 Non-executive/<br />

independent<br />

17/12/1999 Non-executive/<br />

independent<br />

Chairman<br />

Vice<br />

Chairman<br />

Chairman of Executive<br />

and Strategic Planning<br />

Committees, and<br />

Member of Share<br />

Option Scheme # ,<br />

Remuneration, Share<br />

Purchase, Nominating<br />

and Management<br />

Committees<br />

Member of Executive,<br />

Share Option Scheme # ,<br />

Remuneration, Share<br />

Purchase and<br />

Nominating Committees<br />

BS (Economics),<br />

MBA (Finance)<br />

B Com (Hons),<br />

MBA<br />

Matters Requiring Board Approval<br />

The Board meets to consider the following, without limitation, corporate events and/or actions (CCG 2005,<br />

Guideline 1.5):<br />

• approval of quarterly results announcements;<br />

• approval of the annual report and financial statements;<br />

• declaration of interim dividends and proposal of final dividends;<br />

• approval of corporate strategies;<br />

Dr Lim Cheok Peng<br />

Age: 60<br />

Alain Ahkong<br />

Chuen Fah<br />

Age: 59<br />

07/06/2000 Executive/<br />

nonindependent<br />

14/02/2001 Non-executive/<br />

independent<br />

Managing<br />

Director<br />

Member<br />

Chairman of<br />

Management<br />

Committee, and<br />

Member of Executive<br />

and Strategic Planning<br />

Committees<br />

Chairman of Audit<br />

Committee and<br />

Member of<br />

Nominating Committee<br />

MBBS,<br />

M. Med. Int. Med.,<br />

MRCP,<br />

FRCP (Edin),<br />

FRCP (Glasg),<br />

FAMS<br />

(Cardiology)<br />

Chartered Tax<br />

Adviser<br />

• authorisation of major transactions; and<br />

• convening of shareholders’ meetings.<br />

Training for Directors<br />

The directors may participate in seminars and/or discussion groups to keep abreast of latest developments<br />

which are relevant to the Group (CCG 2005, Guideline 1.6).<br />

Board Composition and Balance<br />

The names of the directors of the Company in office as at the date of this report are set out in the Directors’<br />

<strong>Report</strong>. The Board has reviewed its composition and is satisfied that such composition is appropriate. The<br />

Board will constantly examine its size with a view to determining its impact upon its effectiveness (CCG 2005,<br />

Guideline 2.3).<br />

Chang See Hiang<br />

Age: 53<br />

Timothy David Dattels<br />

Age: 49<br />

Ho Kian Guan<br />

Age: 61<br />

28/08/1997 Non-executive/<br />

independent<br />

10/06/2005 Non-executive/<br />

independent<br />

25/06/1985 Non-executive/<br />

independent<br />

Member<br />

Member<br />

Member<br />

Chairman of<br />

Nominating and<br />

Share Purchase<br />

Committees, and<br />

Member of Audit<br />

Committee<br />

Chairman of Share<br />

Option Scheme # and<br />

Remuneration<br />

Committees, and<br />

Member of<br />

Nominating Committee<br />

Member of Audit<br />

and Share Purchase<br />

Committees<br />

LL.B (Hons)<br />

BA (Hons), MBA<br />

BA Comm<br />

120<br />

121<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Name of director<br />

Dr Ronald Ling<br />

Jih Wen<br />

Age: 42<br />

Date of<br />

appointment<br />

Nature of<br />

appointment<br />

15/07/2005 Non-executive/<br />

independent<br />

Prime<br />

function<br />

Member<br />

Other functions<br />

Member of Strategic<br />

Planning Committee<br />

Academic and<br />

professional<br />

qualifications<br />

MBBS, MA Hons<br />

(Oxon), MBA<br />

(INSEAD)<br />

4 Corporate governance statement (Cont’d)<br />

Chairman and Managing Director<br />

There is a clear division of responsibilities between the Chairman and the Managing Director, which ensures<br />

that there is a balance of power and authority at the top of the Group. The posts of Chairman and Managing<br />

Director are kept separate and these positions are held by Mr Richard Seow Yung Liang and Dr Lim Cheok<br />

Peng respectively (CCG 2005, Principle 3 and Guideline 3.1).<br />

Ashish Jaiprakash<br />

Shastry<br />

Age: 31<br />

10/06/2005 Non-executive/<br />

independent<br />

Member<br />

Member of Executive,<br />

Share Option Scheme # ,<br />

Remuneration, Share<br />

Purchase, Audit,<br />

Strategic Planning<br />

and Management<br />

Committees<br />

A.B. in Econs<br />

(Hons)<br />

The Board has delegated the day-to-day running of the Group to the Managing Director and members of the<br />

Executive Committee. Both the Chairman and the Managing Director shall ensure an appropriate balance<br />

of power, increased accountability and greater capacity of the Board for independent decision making (CCG<br />

2005, Guideline 3.1). The Chairman shall, in addition:<br />

(a)<br />

(b)<br />

lead the Board to ensure its effectiveness on all aspects of its role and set its agenda;<br />

ensure that the directors receive accurate, timely and clear information;<br />

David R. White<br />

Age: 59<br />

Ho Kian Hock *<br />

Age: 59<br />

15/07/2005 Non-executive/<br />

independent<br />

25/06/1985 Non-executive/<br />

independent<br />

Member<br />

Member of Strategic<br />

Planning Committee<br />

BS, MS<br />

Member – BSc Engineering<br />

(c)<br />

(d)<br />

(e)<br />

ensure effective communication with shareholders;<br />

encourage constructive relations between the Board and the Management;<br />

facilitate the effective contribution of non-executive directors in particular;<br />

* Alternate to Ho Kian Guan<br />

#<br />

This Committee was dissolved on 9 November <strong>2006</strong><br />

Particulars of interests of directors who held office at the end of the financial year in shares, debentures,<br />

warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries)<br />

are set out in the Directors’ <strong>Report</strong>.<br />

Independent Members of the Board of Directors<br />

The Board has nine independent members, representing 90% of the Board. They are<br />

Mr Richard Seow Yung Liang, Mr Sunil Chandiramani, Mr Alain Ahkong Chuen Fah,<br />

Mr Chang See Hiang, Mr Timothy David Dattels, Mr Ho Kian Guan, Dr Ronald Ling Jih Wen, Mr Ashish<br />

Jaiprakash Shastry and Mr David R. White. The criterion of independence is based on the definition given<br />

in the CCG 2005. The Board considers an “independent” director as one who has no relationship with the<br />

Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere,<br />

with the exercise of the director’s independent business judgement with a view to the best interests of the<br />

Company (CCG 2005, Guideline 2.1).<br />

Non-executive members of the Board exercise no management functions in the Company or any of its<br />

subsidiaries. Although all the directors have equal responsibility for the performance of the Group, the role<br />

of the non-executive directors is particularly important in ensuring that the performance of Management in<br />

meeting agreed goals and objectives is reviewed and the reporting of performance is monitored; and the<br />

strategies proposed by the Management are fully discussed, rigorously examined and shall take into account<br />

the long-term interests of the shareholders, employees, customers, suppliers and the communities in which<br />

the Group conducts its business (CCG 2005, Guideline 2.5).<br />

(f)<br />

encourage constructive relations between the executive director and non-executive directors; and<br />

(g) promote high standards of corporate governance (CCG 2005, Guideline 3.2).<br />

Board Committees<br />

To assist the Board in the execution of its duties, the Board has delegated specific functions to the following<br />

committees (CCG 2005, Guideline 1.3):<br />

Executive Committee<br />

The Executive Committee was established in February 1987. It is currently chaired by Mr Richard Seow Yung<br />

Liang and comprises both non-executive directors and the executive director. The Executive Committee is<br />

entrusted with the review of the Group’s business and affairs, in line with the overall strategy set by the<br />

Board. Meetings of the Executive Committee are held regularly.<br />

There were ten meetings held during the year and attendance was as follows (CCG 2005, Guideline 1.4):<br />

Name of director Appointment Number of meetings attended<br />

Richard Seow Yung Liang (Chairman) Non-executive Director 10<br />

Sunil Chandiramani (Member) Non-executive Director 10<br />

Dr Lim Cheok Peng (Member) Executive Director 10<br />

Ashish Jaiprakash Shastry (Member) Non-executive Director 10<br />

122<br />

123<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Audit Committee<br />

The Audit Committee was established in June 1990. It is currently chaired by Mr Alain Ahkong Chuen Fah<br />

and comprises three other non-executive directors, namely Mr Chang See Hiang, Mr Ho Kian Guan and Mr<br />

Ashish Jaiprakash Shastry. All four directors are non-executive and independent (CCG 2005, Guidelines 11.1<br />

and 11.8).<br />

The Audit Committee assists the Board in fulfilling its responsibilities in financial reporting, management of<br />

financial and control risks, and monitoring of the internal control systems.<br />

The Board is of the view that the members of the Audit Committee are appropriately qualified to discharge<br />

their responsibilities and they have accounting and/or related financial management expertise or business<br />

experience, as the Board interprets such qualification in its business judgement (CCG 2005, Guideline<br />

11.2).<br />

The Audit Committee has explicit authority to investigate any matter within its terms of reference, full access<br />

to and co-operation by the Management and full discretion to invite any director or executive officer to<br />

attend its meetings, and reasonable resources to enable it to discharge its functions properly (CCG 2005,<br />

Guideline 11.3).<br />

The Audit Committee has reviewed the scope and results of the audit and its cost effectiveness and the<br />

independence and objectivity of the external auditors and such reviews are conducted on an annual basis<br />

(CCG 2005, Guidelines 11.4(a) and 11.6). Where the external auditors also supply a substantial volume of<br />

non-audit services to the Company, the Audit Committee shall keep the nature and extent of such services<br />

under review so as to seek to balance the maintenance of objectivity and value for money (CCG 2005,<br />

Guideline 11.4(a)).<br />

The Audit Committee can hold meetings with the external auditors, without the presence of the Management,<br />

to discuss any matters that the Audit Committee or the auditors believe should be discussed in private (CCG<br />

2005, Guideline 11.5).<br />

The Audit Committee has reviewed and will review the significant financial reporting issues and judgements,<br />

formal announcements relating to the Company’s financial performance, the adequacy of internal controls,<br />

the management of financial risks, the effectiveness of the Company’s internal audit function, and the Group’s<br />

process for monitoring compliance with the laws and regulations and its own code of business conduct (CCG<br />

2005, Guidelines 11.4(b) to (e)).<br />

The Audit Committee shall review arrangements by which staff of the Company may, in confidence, raise<br />

concerns about possible improprieties in matters of financial reporting or other matters. The Audit Committee<br />

shall ensure that arrangements are in place for independent investigation of such matters and for appropriate<br />

follow up action (CCG 2005, Guideline 11.7).<br />

The Audit Committee has reviewed the Company’s risk management policies and systems, internal financial<br />

controls, operational and compliance controls. Based on the Internal Auditor’s reports, as applicable, and the<br />

internal controls in place, it is satisfied that there are adequate internal controls in the Company (CCG 2005,<br />

Guideline 12.1).<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

There were four meetings held during the year and attendance was as follows (CCG 2005, Guideline 11.8):<br />

Name of director Appointment Number of meetings attended<br />

Alain Ahkong Chuen Fah (Chairman) Non-executive/independent 4<br />

Chang See Hiang (Member) Non-executive/independent 4<br />

Ho Kian Guan (Member) Non-executive/independent 3<br />

Ashish Jaiprakash Shastry (Member) Non-executive/independent 3<br />

Nominating Committee<br />

The Nominating Committee was established on 24 February 2003 and comprises five independent directors,<br />

namely Mr Chang See Hiang (Chairman), Mr Richard Seow Yung Liang, Mr Sunil Chandiramani, Mr Alain<br />

Ahkong Chuen Fah and Mr Timothy David Dattels (CCG 2005, Guideline 4.1).<br />

The role of the Nominating Committee is to:<br />

(a)<br />

(b)<br />

(c)<br />

make recommendations to the Board on all Board and Board committees appointments and renominations,<br />

including recommending the Chairman for the Board and for each Board committee (CCG<br />

2005, Guidelines 4.1 and 4.2);<br />

determine annually whether a director is independent and whether he is able to carry out his duties as<br />

a director (CCG 2005, Guidelines 4.3 and 4.4); and<br />

assess the effectiveness of the Board as a whole and the contribution by each individual director to the<br />

effectiveness of the Board (CCG 2005, Principle 5).<br />

The Nominating Committee has adopted a formal assessment process to evaluate the Board’s performance<br />

and contribution of each individual director by (a) reviewing a completed individual director self-assessment<br />

form, and (b) using a board self-assessment checklist (CCG 2005, Guidelines 5.1 and 5.4). The Nominating<br />

Committee has also adopted internal guidelines to address the competing time commitments that are faced<br />

when directors serve on multiple boards (CCG 2005, Guidelines 4.4 and 5.4).<br />

The Nominating Committee has adopted a set of performance criteria that is linked to long-term shareholders’<br />

value to be used for performance evaluation of the Board. The set of performance criteria includes the<br />

Company’s share price performance over a five year period benchmarked against the Singapore Straits Times<br />

Index and against the benchmark index of the Company’s industry peers, return on assets, return on equity<br />

and profitability on capital employed (CCG 2005, Guidelines 5.2 , 5.3 and 5.5).<br />

The Nominating Committee will also review and recommend to the Board on the appointment of key<br />

executives, including but not limited to the Managing Director.<br />

The Internal Auditor’s primary line of reporting is to the Chairman of the Audit Committee although the<br />

Internal Auditor also reports administratively to the Managing Director (CCG 2005, Guideline 13.1).<br />

The Audit Committee has reviewed the adequacy of the internal audit function by ensuring that the internal<br />

audit function is adequately resourced and has appropriate standing within the Company and such reviews<br />

are conducted on an annual basis (CCG 2005, Guidelines 13.3 and 13.4).<br />

124<br />

125<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

There was one meeting held during the year and attendance was as follows (CCG 2005, Guideline 1.4):<br />

Name of director Appointment Number of meeting attended<br />

Chang See Hiang (Chairman) Non-executive/independent 1<br />

Richard Seow Yung Liang (Member) Non-executive/independent 1<br />

Sunil Chandiramani (Member) Non-executive/independent 1<br />

Alain Ahkong Chuen Fah (Member) Non-executive/independent 1<br />

Timothy David Dattels (Member) Non-executive/independent -<br />

Further to the disclosure set out under the Board Composition and Balance section of the Corporate<br />

Governance Statement, additional information on the directors is as follows (CCG 2005, Guideline 4.6):<br />

Name of director<br />

Date of last reelection<br />

as a director<br />

Directorships or chairmanships both present<br />

and those held over the preceding three years<br />

in other listed companies and other major<br />

appointments<br />

Richard Seow Yung Liang 12/4/<strong>2006</strong> Twinwood Engineering Limited<br />

Lee Hing Development Limited<br />

Sunil Chandiramani 12/4/<strong>2006</strong> Apollo Hospitals Enterprise Limited **<br />

(Appointed wef 18/4/2005, resigned wef 4/8/2005)<br />

Strides Arcolab Ltd **<br />

(Resigned wef 22/6/2005)<br />

Minor Corporation pcl<br />

(Appointed wef 19/4/<strong>2006</strong>, resigned wef<br />

27/6/<strong>2006</strong>)<br />

Dr Lim Cheok Peng 6/4/2005 <strong>Pantai</strong> Holdings Berhad*<br />

Alain Ahkong Chuen Fah 12/4/<strong>2006</strong> Twinwood Engineering Limited<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Name of director<br />

Date of last reelection<br />

as a director<br />

Directorships or chairmanships both present<br />

and those held over the preceding three years<br />

in other listed companies and other major<br />

appointments<br />

Chang See Hiang 6/4/2005 Yeo Hiap Seng Limited<br />

Jardine Cycle & Carriage Limited<br />

MCL Land Limited<br />

Singapore Turf Club<br />

Timothy David Dattels 12/4/<strong>2006</strong> Primedia Inc.<br />

Shangri-La Asia Ltd<br />

Asian Art Museum, San Francisco as Trustee<br />

Shenzhen Development Bank<br />

SingTao News Corp. Limited<br />

Ho Kian Guan 31/3/2004 Keck Seng (Malaysia) Berhad<br />

Pelangi Berhad<br />

Petaling Garden Berhad<br />

Shangri-la Hotel Ltd<br />

Shangri-la Asia Ltd<br />

Keck Seng Investments (HK) Ltd<br />

Dr Ronald Ling Jih Wen 12/4/<strong>2006</strong> Strides Acrolab Ltd<br />

Twinwood Engineering Limited<br />

Ashish Jaiprakash Shastry 12/4/<strong>2006</strong> Matrix Laboratories Limited **<br />

(Resigned wef 8/1/2007)<br />

<strong>Pantai</strong> Holdings Berhad*<br />

Lee Hing Development Limited<br />

David R. White 12/4/<strong>2006</strong> Iasis Healthcare Corporation<br />

Ho Kian Hock<br />

(alternate to Ho Kian<br />

Guan)<br />

N/A<br />

* The company was de-listed on 9/1/2007<br />

** Alternate director<br />

Keck Seng Investments (HK) Ltd<br />

Keck Seng (Malaysia) Berhad<br />

Shangri-la Hotel Ltd **<br />

Shangri-la Asia Ltd **<br />

Pelangi Berhad **<br />

Petaling Garden Berhad **<br />

126<br />

127<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Remuneration Committee<br />

The Remuneration Committee was established in March 1988. It is currently chaired by Mr Timothy David<br />

Dattels, an independent non-executive director and comprises three other independent non-executive<br />

directors, namely Mr Richard Seow Yung Liang, Mr Sunil Chandiramani and Mr Ashish Jaiprakash Shastry<br />

(CCG 2005, Guideline 7.1).<br />

The Remuneration Committee, which offers an independent perspective, reviews the remuneration packages<br />

and the procedures for fixing the remuneration packages of individual directors and key executives. However,<br />

members of the Remuneration Committee will ensure that they do not set their own remuneration (CCG<br />

2005, Principle 7).<br />

The Remuneration Committee will recommend a framework of remuneration for the Board and key executives<br />

and submit the recommended framework for endorsement by the entire Board (CCG 2005, Guideline 7.2).<br />

The Remuneration Committee shall:<br />

(a)<br />

(b)<br />

(c)<br />

ensure that non-executive directors should not be over-compensated to the extent that their independence<br />

may be compromised (CCG 2005, Guideline 8.2);<br />

have the authority to consult experts (inside and/or outside the Company) on the remuneration of all<br />

directors, if considered necessary (CCG 2005, Guideline 7.3); and<br />

recommend the remuneration of the non-executive directors for approval at the annual general meeting<br />

(“AGM”).<br />

In addition, the Remuneration Committee is responsible for the administration of the <strong>Parkway</strong> Performance<br />

Share Plan (“the Share Plan”) (approved by shareholders of the Company at an extraordinary general meeting<br />

held on 2 November <strong>2006</strong>) in accordance with the rules of the Share Plan. The powers and duties of<br />

Remuneration Committee under the rules of the Share Plan include, inter alia, the determination and approval<br />

of the list of participants of the Share Plan, the number of shares which are the subject of an award, the date<br />

on which the award will be granted, the prescribed performance targets, the performance period, the vesting<br />

period (if any) and the extent which the shares under an award shall be released on the performance target(s)<br />

being satisfied. Members of the Remuneration Committee will ensure that they do not determine or approve<br />

the grant of any award to themselves (CCG 2005, Guideline 8.4).<br />

With effect from 9 November <strong>2006</strong>, the Remuneration Committee was also assigned with the responsibility<br />

of administering the <strong>Parkway</strong> Share Option Scheme 2001 (“<strong>Parkway</strong> Scheme 2001”) in accordance with the<br />

rules of the scheme, to determine and approve the list of grantees of the share options, the date of the grant<br />

and the price thereof. Members of the Remuneration Committee will ensure that they do not determine or<br />

approve any grant of share options to themselves (CCG 2005, Guideline 8.4).<br />

There were three meetings held during the year and attendance was as follows (CCG 2005, Guidelines 1.4<br />

and 9.1):<br />

Name of director Appointment Number of meetings attended<br />

Timothy David Dattels (Chairman) Non-executive/independent 1<br />

Richard Seow Yung Liang (Member) Non-executive/independent 3<br />

Sunil Chandiramani (Member) Non-executive/independent 3<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Share Option Scheme Committee<br />

The Share Option Scheme Committee was established in January 2001 and comprised four independent,<br />

non-executive directors, namely Mr Timothy David Dattels (Chairman), Mr Richard Seow Yung Liang, Mr Sunil<br />

Chandiramani and Mr Ashish Jaiprakash Shastry.<br />

The Share Option Scheme Committee administered the <strong>Parkway</strong> Scheme 2001 in accordance with the rules<br />

of the scheme, and determined and approved the list of grantees of the share options, the date of the grant<br />

and the price thereof. Members of the Share Option Scheme Committee would ensure that they do not<br />

determine or approve any grant of share options to themselves.<br />

The Share Option Scheme Committee was dissolved on 9 November <strong>2006</strong> and the responsibility for the<br />

administration of the <strong>Parkway</strong> Scheme 2001 was assigned to the Remuneration Committee.<br />

There were two meetings held during the year and attendance was as follows (CCG 2005, Guideline 1.4):<br />

Name of director Appointment Number of meetings attended<br />

Timothy David Dattels (Chairman) Non-executive -<br />

Richard Seow Yung Liang (Member) Non-executive 2<br />

Sunil Chandiramani (Member) Non-executive 2<br />

Ashish Jaiprakash Shastry (Member) Non-executive 2<br />

Management Committee<br />

The Management Committee was established in April 1985 and comprises one executive director, Dr Lim<br />

Cheok Peng (Chairman) and two non-executive directors, Mr Richard Seow Yung Liang and Mr Ashish<br />

Jaiprakash Shastry.<br />

The duties of the Management Committee include approving of transfers, amalgamations and splitting of<br />

shares, transferable share subscriptions rights, loan stocks and the issue of new certificates to replace any<br />

lost certificates in respect of any of the above-mentioned securities and in respect of the <strong>Parkway</strong> Scheme<br />

2001.<br />

There were seven resolutions in writing circulated during the year with no physical meeting held.<br />

Share Purchase Committee<br />

The Share Purchase Committee was established in May 2003. It is currently chaired by Mr Chang See Hiang,<br />

an independent non-executive director and comprises four other independent non-executive directors, namely<br />

Mr Richard Seow Yung Liang, Mr Sunil Chandiramani, Mr Ho Kian Guan and Mr Ashish Jaiprakash Shastry.<br />

The role of the Share Purchase Committee is to determine/decide the number of shares of the Company to<br />

purchase and the price at which such shares may be purchased, for and on behalf of the Company.<br />

No shares were purchased during the financial year ended 31 December <strong>2006</strong>.<br />

There was no resolution in writing circulated and no physical meeting held during the year.<br />

Ashish Jaiprakash Shastry (Member) Non-executive/independent 3<br />

128<br />

129<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Strategic Planning Committee<br />

The Strategic Planning Committee was established in July 2005. It is chaired by Mr Richard Seow Yung<br />

Liang and comprises four other members, namely, Dr Lim Cheok Peng, Dr Ronald Ling Jih Wen, Mr Ashish<br />

Jaiprakash Shastry and Mr David R. White.<br />

The Committee was established to explore, develop, and recommend medium and long-term business<br />

strategies and initiatives for the Group in the local, regional and international markets.<br />

There was one meeting held during the year and attendance was as follows (CCG 2005, Guideline Note<br />

1.4):<br />

Name of director Appointment Number of meetings attended<br />

Richard Seow Yung Liang (Chairman) Non-executive 1<br />

Dr Lim Cheok Peng (Member) Executive 1<br />

Dr Ronald Ling Jih Wen (Member) Non-executive 1<br />

Ashish Jaiprakash Shastry (Member) Non-executive -<br />

David R. White (Member) Non-executive 1<br />

Criteria for Board Membership<br />

Candidates for the Board are selected for their character, judgement, business experience and acumen.<br />

Scientific expertise, prior government service and familiarity with national and international issues affecting<br />

business will also be relevant criteria for consideration (CCG 2005, Guideline 2.4). In the selection and<br />

appointment of new directors to the Board, the Nominating Committee will evaluate the capabilities of the<br />

nominated new director taking into consideration his academic and professional qualifications, experience<br />

and where applicable, his shareholding in the Company and its subsidiaries as well as consider how such<br />

nominated new director will fit in the overall competent matrix of the Board before making its recommendation<br />

to the Board (CCG 2005, Guideline 4.5).<br />

Where a director has multiple board representations, the Nominating Committee will evaluate whether or not<br />

a director is able to and has been adequately carrying out his duties as director of the Company (CCG 2005,<br />

Guideline 4.4). Final approval of a candidate is determined by the Board. New directors may be appointed by<br />

way of a Board resolution upon the recommendation of the Nominating Committee but such directors shall<br />

submit themselves for re-election at the next AGM.<br />

The Articles of Association of the Company provide that at each AGM of the Company, one-third of the<br />

directors, including the Managing Director, shall retire from office by rotation provided always that every<br />

director, including a managing director, shall retire from office at least once in every three years (CCG 2005,<br />

Guideline 4.2). The selection of directors to retire is on the basis of those who have been longest in office<br />

since their last election and as between directors of equal seniority, the directors to retire shall be selected<br />

from among them by agreement or, in the absence thereof, by lot. A retiring director is eligible for re-election<br />

by shareholders of the Company at the AGM.<br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Access to Information<br />

The Company fully recognises that the continual flow of relevant information on an accurate and timely basis<br />

is critical for the Board to be effective in the discharge of its duties.<br />

Accordingly, directors will receive a regular supply of information from Management about the Group so that<br />

they are equipped to play as full a part as possible in Board meetings. Detailed Board papers are prepared<br />

for each meeting of the Board. The Board papers shall include sufficient information from Management on<br />

financial, business and corporate issues of the Company to enable the directors to be properly briefed on<br />

issues to be considered at Board meetings. Information provided shall include background or explanatory<br />

information relating to matters to be brought before the Board, copies of disclosure documents, budgets,<br />

forecasts and monthly internal financial statements (CCG 2005, Guidelines 6.1 and 6.2).<br />

All directors shall have unrestricted access to the Group’s records and information and shall receive detailed<br />

financial and operational reports from the Management so as to enable them to carry out their duties.<br />

Directors may also liaise with the Management, and may consult with other employees and seek additional<br />

information if required (CCG 2005, Guidelines 6.1 and 6.2).<br />

In addition, directors shall have separate and independent access to advices and services of the Company<br />

Secretary, who is responsible to the Board for advising on and implementation of the Group’s compliance<br />

requirements pursuant to the relevant statutes and regulations. Under the direction of the Chairman, the<br />

Company Secretary’s responsibilities shall include ensuring good information flows within the Board and<br />

its committees and between Management and Non-executive Directors, as well as facilitating orientation<br />

and assisting with professional development as required. The Company Secretary should attend all Board<br />

meetings (CCG 2005, Guideline 6.3).<br />

The appointment and the removal of the Company Secretary shall be a matter for the Board as a whole (CCG<br />

2005, Guideline 6.4).<br />

Each director has the right to seek independent legal and other professional advice, at the Company’s expense,<br />

concerning any aspect of the Group’s operations or undertakings in order to fulfil his role and responsibilities<br />

as a director (CCG 2005, Guideline 6.5).<br />

Remuneration Matters<br />

The Group’s remuneration policy is to provide compensation packages at market rates which will reward<br />

successful performance and attract, retain and motivate managers and directors (CCG 2005, Principles 8 and<br />

9, Guideline 8.5).<br />

The Company currently does not have a formal service contract with non-executive directors. The executive<br />

director has a service contract, which is subject to termination by the relevant subsidiary of the Company by<br />

giving not less than three months’ notice (CCG 2005, Guidelines 8.3 and 8.6).<br />

Company’s directors receiving remuneration from the Group for the years ended 31 December <strong>2006</strong> and 31<br />

December 2005 are set out below (CCG 2005, Guidelines 9.1 and 9.2):<br />

Remuneration band<br />

Number of directors<br />

<strong>2006</strong> 2005<br />

130<br />

S$750,000 and above 1 2<br />

S$500,000 to below S$750,000 – –<br />

S$250,000 to below S$500,000 – –<br />

Below S$250,000 10 14<br />

Total 11 16<br />

131<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

Summary compensation table for the directors of the Company and key executives of the Group for the year<br />

ended 31 December <strong>2006</strong> is set out below (CCG 2005, Guidelines 9.1 and 9.2):<br />

Directors of the Company<br />

Salary Bonus Fees<br />

Allowances<br />

and other<br />

benefits Total<br />

% % % % %<br />

S$750,000 and above<br />

Dr Lim Cheok Peng 51 48 – 1 100<br />

Below S$250,000<br />

Richard Seow Yung Liang – – 100 – 100<br />

Sunil Chandiramani – – 100 – 100<br />

Alain Ahkong Chuen Fah – – 100 – 100<br />

Daniel Ashton Carroll * – – 100 – 100<br />

Chang See Hiang – – 100 – 100<br />

Timothy David Dattels – – 100 – 100<br />

Ho Kian Guan – – 100 – 100<br />

Dr Ronald Ling Jih Wen – – 100 – 100<br />

Ashish Jaiprakash Shastry – – 100 – 100<br />

David R. White – – 100 – 100<br />

* Retired on 12 April <strong>2006</strong><br />

Key Executives of the Group<br />

S$500,000 to below S$750,000<br />

Daniel James Snyder 53 37 – 10 100<br />

Molly Foo 64 31 – 5 100<br />

Vivek Jetley 83 7 – 10 100<br />

S$250,000 to below S$500,000<br />

Choo Oi Yee 72 28 – – 100<br />

June Tay 66 28 – 6 100<br />

Bella Ong 70 24 – 6 100<br />

Nellie Tang 60 35 – 5 100<br />

Dr Goh Jin Hian 66 29 – 5 100<br />

Lim Poh Suan 61 31 – 8 100<br />

George Pusavat 62 31 – 7 100<br />

Below S$250,000<br />

Dr Timothy Low ** 75 19 – 6 100<br />

** for the period 1/1/<strong>2006</strong> to 30/6/<strong>2006</strong><br />

Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

4 Corporate governance statement (Cont’d)<br />

The Company does not have any long-term incentive scheme apart from the existing <strong>Parkway</strong> Scheme 2001<br />

and the Share Plan (CCG 2005, Guidelines 9.2 and 9.4). Details of the <strong>Parkway</strong> Scheme 2001 and the Share<br />

Plan are set out in the Directors’ <strong>Report</strong> (CCG 2005, Guidelines 8.4 and 9.4).<br />

None of the employees holding managerial position within the Group during the year was an immediate<br />

family member of any director or the Managing Director of the Company (CCG 2005, Guideline 9.3).<br />

Accountability and Audit<br />

In presenting the annual financial statements and quarterly announcements to Shareholders, it is the aim<br />

of the Board to provide Shareholders with a balanced and comprehensible assessment of the Group’s<br />

performance, position and prospects which extends to interim and other price sensitive public reports, and<br />

reports to regulators (if required) (CCG 2005, Guideline 10.1). Management currently provides the Board<br />

with appropriately detailed management accounts of the Group’s performance, position and prospects on a<br />

monthly basis (CCG 2005, Guideline 10.2).<br />

Internal Controls<br />

The Board acknowledges that it is responsible for the overall internal control framework, but recognises that<br />

no cost effective internal control system will preclude all errors and irregularities, as a system is designed to<br />

manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable<br />

and not absolute assurance against material misstatement or loss. Nonetheless, the Audit Committee will:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

satisfy itself, by such means as it shall consider appropriate, that adequate counter measures (i.e.<br />

mechanisms and processes, such as sound internal control systems) are in place to identify and mitigate<br />

any material business risks associated with the Group;<br />

ensure that a review of the effectiveness and adequacy of the Group’s internal controls, including<br />

financial, operational and compliance controls, and risk management policies and systems, is conducted<br />

at least annually. Such review can be carried out by internal and/or external auditors (CCG 2005,<br />

Guideline 12.1);<br />

ensure that the internal control recommendations made by internal and external auditors have been<br />

implemented by the Management; and<br />

ensure that the Board is in the position to comment on the adequacy of the internal controls of the<br />

Group.<br />

Based on the Audit Committee’s review, the Board is satisfied that there are adequate internal controls<br />

including financial, operational, compliance controls and risk management systems in the Company (CCG<br />

2005, Guideline 12.2).<br />

Internal Audit<br />

The Group has an in-house internal audit function that is independent of the activities it audits (CCG 2005,<br />

Principle 13). The internal audit unit was established in 1996 to review the effectiveness of the material<br />

internal controls of the Group. The internal auditors are expected to meet or exceed the standards set<br />

by nationally or internationally recognised professional bodies including the Standards for the Professional<br />

Practice of Internal Auditing set by The Institute of Internal Auditors (CCG 2005, Guideline 13.2).<br />

In this framework, the internal audit function provides reasonable assurance that the risks incurred by the<br />

Group in its activities have been identified, analysed and adequately managed by the Management. Internal<br />

audit also makes recommendations to enhance the effectiveness and efficiency of the Group.<br />

132<br />

133<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Supplementary information –<br />

SGX-ST Listing Manual requirements<br />

Year ended 31 December <strong>2006</strong><br />

Analysis of Shareholdings<br />

as at 27 February 2007<br />

4 Corporate governance statement (Cont’d)<br />

Communication with Shareholders<br />

In line with continuous disclosure obligations of the Company, pursuant to the SGX-ST Listing Manual and<br />

the Singapore Companies Act, Chapter 50 (the Act), the Board’s policy is that Shareholders are informed of<br />

all major developments of the Group.<br />

Information shall be communicated to Shareholders on a timely basis. Where there is inadvertent disclosure<br />

made to a selected group, the Company will make the same disclosure publicly as soon as practicable (CCG<br />

2005, Guideline 14.2). Communication is made through:<br />

RANGE OF SHAREHOLDINGS<br />

NO. OF<br />

SHAREHOLDERS<br />

% NO. OF SHARES %<br />

1 to 999 412 8.70 130,069 0.02<br />

1,000 to 10,000 3,303 69.76 13,050,653 1.70<br />

10,001 to 1,000,000 1,004 21.20 36,539,204 4.76<br />

1,000,001 AND ABOVE 16 0.34 717,945,984 93.52<br />

TOTAL 4,735 100.00 767,665,910 100.00<br />

TOP TWENTY SHAREHOLDERS AS AT 27 FEBRUARY 2007<br />

(as shown in the Register of Members)<br />

(a)<br />

annual reports that are prepared and issued to Shareholders. The Board makes every effort to ensure<br />

that the annual report includes all relevant information about the Group, including future developments<br />

and other disclosures required by the Act and Singapore Financial <strong>Report</strong>ing Standards;<br />

NO. NAME OF SHAREHOLDERS NO. OF SHARES %<br />

1 RAFFLES NOMINEES PTE LTD 159,609,625 20.79<br />

2 DBS NOMINEES PTE LTD 122,360,476 15.94<br />

3 HSBC (SINGAPORE) NOMINEES PTE LTD 72,954,068 9.50<br />

4 NEWBRIDGE SINGAPORE CO-INVESTMENT PTE LTD 64,560,810 8.41<br />

5 NEWBRIDGE SINGAPORE HEALTHCARE PARTNERS PTE LTD 59,594,594 7.76<br />

6 NEWBRIDGE SINGAPORE MEDICAL PARTNERS PTE LTD 59,594,594 7.76<br />

7 CITIBANK NOMINEES S’PORE PTE LTD 51,718,729 6.74<br />

8 UNITED OVERSEAS BANK NOMINEES PTE LTD 44,723,400 5.82<br />

9 DBSN SERVICES PTE LTD 37,285,583 4.86<br />

10 MERRILL LYNCH (SINGAPORE) PTE LTD 26,773,340 3.49<br />

11 MORGAN STANLEY ASIA (SINGAPORE) PTE LTD 11,178,141 1.46<br />

12 DB NOMINEES (S) PTE LTD 2,834,224 0.37<br />

13 OCBC NOMINEES SINGAPORE PTE LTD 1,370,200 0.18<br />

14 LIM CHEOK PENG 1,183,350 0.16<br />

15 ROYAL BANK OF CANADA (ASIA) LTD 1,153,350 0.15<br />

16 HEXACON CONSTRUCTION PTE LTD 1,051,500 0.14<br />

17 LEE FOUNDATION 827,561 0.11<br />

18 LEE LATEX PTE LIMITED 755,697 0.10<br />

19 UNIVERSITY OF MALAYSIA 710,640 0.09<br />

20 OCBC SECURITIES PRIVATE LTD 663,403 0.09<br />

(Others - Less than 663,403 shares each) 46,762,625 6.09<br />

TOTAL 767,665,910 100.00<br />

(b)<br />

quarterly results announcements comprising a summary of the financial information and affairs of the<br />

Group for the relevant period;<br />

(c)<br />

(d)<br />

notices of and explanatory memoranda for annual general meetings and extraordinary general<br />

meetings;<br />

press and analyst briefings for the Group’s financial results as well as other briefings, as appropriate;<br />

(e)<br />

press releases on major developments of the Group;<br />

(f)<br />

disclosures to the SGX-ST; and<br />

(g)<br />

the Group’s website at http://www.parkwayholdings.com at which Shareholders can access information<br />

on the Group.<br />

In addition, Shareholders are encouraged to attend the AGM to ensure a high level of accountability and to stay<br />

informed of the Group’s strategy and goals. The AGM is the principal forum for dialogue with Shareholders.<br />

The chairpersons of the Audit Committee, Nominating Committee and/or Remuneration Committee shall be<br />

present and available to address questions at general meetings. The external auditor shall also be present to<br />

assist the directors in addressing any relevant queries by Shareholders (CCG 2005, Guideline 15.3).<br />

The notice of the AGM is despatched to Shareholders, together with explanatory notes or a circular on items<br />

of special business, at least 16 days before the meeting. The Board welcomes questions from Shareholders<br />

who have an opportunity to raise issues either informally or formally before or at the AGM (CCG 2005,<br />

Guideline 15.1).<br />

Each item of special business included in the notice of the meeting is accompanied, where appropriate, by an<br />

explanation for the proposed resolution. Separate resolutions are proposed for substantially separate issues<br />

at the meeting (CCG 2005, Guideline 15.2).<br />

5 Dealings in Securities<br />

PUBLIC FLOAT<br />

Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited requires that at least 10% of the equity<br />

securities (excluding preference shares and convertible equity securities) of a listed company in a class that is listed is at all times<br />

held by the public. The Company has complied with this requirement. As at 27 February 2007, approximately 47.55% of its<br />

ordinary shares listed on the Singapore Exchange Securities Trading Limited were held in the hands of the public.<br />

The Company has issued a policy on dealings in the securities of the Company to its directors and Management,<br />

setting out the implications of insider trading and guidance on such dealings. It has adopted the best<br />

practices on dealings in securities as set out in Rule 1207 (18) of the SGX-ST Listing Manual.<br />

SUBSTANTIAL SHAREHOLDERS AS AT 27 FEBRUARY 2007<br />

(as shown in the Register of Substantial Shareholders)<br />

NO. NAME OF SHAREHOLDERS<br />

BENEFICIAL<br />

SHAREHOLDINGS<br />

DEEMED<br />

SHAREHOLDINGS<br />

1 BLUM CAPITAL PARTNERS, L.P. Note 1 - 208,107,988<br />

2 BLUM G.A. III, LLC Note 1 - 208,107,988<br />

3 BLUM INVESTMENT PARTNERS, INC. Note 1 - 208,107,988<br />

4 COBALT LIMITED - 57,113,998 -<br />

5 DINAKAR SINGH Note 2 - 95,594,474<br />

6 DINAKAR SINGH LLC Note 2 - 95,594,474<br />

7 DINAKAR SINGH II LLC Note 5 - 61,486,486<br />

134<br />

135<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Analysis of Shareholdings<br />

as at 27 February 2007<br />

SUBSTANTIAL SHAREHOLDERS AS AT 27 FEBRUARY 2007 (Cont’d)<br />

(as shown in the Register of Substantial Shareholders)<br />

NO.<br />

NAME OF SHAREHOLDERS<br />

BENEFICIAL<br />

SHAREHOLDINGS<br />

DEEMED<br />

SHAREHOLDINGS<br />

8 FMR CORP. - 53,144,949<br />

9 JEFFREY D. EKBERG Note 7 - 56,756,757<br />

10 MATTHEWS INTERNATIONAL CAPITAL<br />

MANAGEMENT, LLC<br />

- - 36,573,000<br />

11 NEWBRIDGE ASIA III, L.P. Note 3 - 89,864,745<br />

12 NEWBRIDGE ASIA IV, L.P. Note 7 - 56,756,757<br />

13 NEWBRIDGE ASIA ADVISORS III, INC. Note 4 - 151,351,231<br />

14 NEWBRIDGE ASIA ADVISORS IV, INC. Note 7 56,756,757<br />

15 NEWBRIDGE ASIA GENPAR III, L.P. Note 4 - 151,351,231<br />

16 NEWBRIDGE ASIA GENPAR IV, L.P. Note 7 - 56,756,757<br />

17 NEWBRIDGE MAURITIUS CO-INVESTMENT LIMITED Note 5 - 61,486,486<br />

18 NEWBRIDGE MAURITIUS HEALTHCARE PARTNERS LIMITED Note 6 - 56,756,757<br />

19 NEWBRIDGE MAURITIUS MEDICAL PARTNERS LIMITED Note 7 - 56,756,757<br />

20 NEWBRIDGE PARKWAY, L.P. Note 5 - 61,486,486<br />

21 NEWBRIDGE PARKWAY III, L.P. Note 6 - 56,756,757<br />

22 NEWBRIDGE PARKWAY IV, L.P. Note 7 - 56,756,757<br />

23 NEWBRIDGE SINGAPORE CO-INVESTMENT PTE. LTD. - 61,486,486 -<br />

24 NEWBRIDGE SINGAPORE HEALTHCARE<br />

PARTNERS PTE. LTD.<br />

- 56,756,757 -<br />

25 NEWBRIDGE SINGAPORE MEDICAL PARTNERS PTE. LTD. - 56,756,757 -<br />

26 NEWTON INVESTMENT MANAGEMENT LIMITED - - 44,721,000<br />

27 RICHARD C BLUM Note 1 - 208,107,988<br />

28 TARRANT ADVISORS, INC. Note 1 - 208,107,988<br />

29 TPG-AXON CAPITAL MANAGEMENT, L.P. Note 2 - 95,594,474<br />

30 TPG-AXON GP, LLC Note 2 - 95,594,474<br />

31 TPG HF MANAGEMENT, LLC Note 2 - 95,594,474<br />

32 TPG-AXON PARTNERS (OFFSHORE), LTD Note 8 - 95,594,474<br />

33 TPG-AXON PARTNERS, L.P. Note 5 - 61,486,486<br />

34 TPG-AXON PARTNERS GP, L.P. Note 5 - 61,486,486<br />

Note 1 - Deemed interest by virtue of being associated with Newbridge Asia III, L.P. (“Newbridge”), Newbridge Singapore Medical Partners<br />

Pte. Ltd. (“NSMP”) and Newbridge Singapore Co-Investment Pte. Ltd. (“NSCI”) under Section 7 of the Companies Act.<br />

Note 2 - Deemed interest by virtue of being associated with TPG-Axon Partners (Offshore), Ltd (“TPG-Axon”) under Section 7 of the<br />

Companies Act.<br />

Note 3 - (i) Deemed interest by virtue of being associated with Newbridge Singapore Healthcare Partners Pte. Ltd. (“NSHP”) under Section<br />

7 of the Companies Act.<br />

(ii) Deemed interested in 2,000 shares in <strong>Parkway</strong> held by Dr Lim Cheok Peng (“LCP”) pursuant to an agreement dated 10 June<br />

2005 between LCP, Newbridge and TPG-Axon.<br />

(iii) Deemed interested in 33,105,988 shares in <strong>Parkway</strong> collectively held by Keck Seng Malaysia Berhad (“KS Malaysia”), Ocean<br />

Inc. (“Ocean”) and their respective affiliates and nominees pursuant to an agreement dated 6 July 2005 between KS Malaysia,<br />

Ocean, Newbridge and TPG-Axon.<br />

Note 4 - Deemed interest by virtue of being associated with NSCI and Newbridge under Section 7 of the Companies Act.<br />

Note 5 - Deemed interest by virtue of being associated with NSCI under Section 7 of the Companies Act.<br />

Note 6 - Deemed interest by virtue of being associated with NSHP under Section 7 of the Companies Act.<br />

Note 7 - Deemed interest by virtue of being associated with NSMP under Section 7 of the Companies Act.<br />

Note 8 - (i) Deemed interest by virtue of being associated with NSCI under Section 7 of the Companies Act.<br />

(ii) Deemed interested in 1,002,000 shares in <strong>Parkway</strong> held by LCP pursuant to an agreement dated 10 June 2005 between LCP,<br />

Newbridge and TPG-Axon.<br />

(iii) Deemed interested in 33,105,988 shares in <strong>Parkway</strong> collectively held by KS Malaysia, Ocean and their respective affiliates and<br />

nominees pursuant to an agreement dated 6 July 2005 between KS Malaysia, Ocean, Newbridge and TPG-Axon.<br />

Notice of <strong>Annual</strong> General Meeting<br />

PARKWAY HOLDINGS LIMITED<br />

(Co. Reg. No. 197400320R)<br />

NOTICE IS HEREBY GIVEN That the Thirty-Fourth <strong>Annual</strong> General Meeting of the Company will be held on Thursday,<br />

12 April 2007 at 11.00 am at The Lecture Theatre, Level 3, Gleneagles Hospital, 6A Napier Road, Singapore<br />

258500 for the purpose of transacting the following businesses:-<br />

1. To receive and, if approved, to adopt the Directors’ <strong>Report</strong> and Audited Accounts for the year ended 31st<br />

December <strong>2006</strong> and the Auditors’ <strong>Report</strong> thereon.<br />

2. To declare a Final Dividend of 5.5 cents per ordinary share less tax in respect of the year ended 31st December<br />

<strong>2006</strong>.<br />

3. (a) To re-elect Mr. Ranvir Dewan who retires pursuant to Article 83 of the Articles of Association of the<br />

Company, as Director of the Company.<br />

(b) To re-elect Mr. Steven Joseph Schneider who retires pursuant to the Article 83 of the Articles of<br />

Association of the Company, as Director of the Company.<br />

4. (a) To re-elect Dr. Lim Cheok Peng who retires pursuant to Article 97 of the Articles of Association of the<br />

Company, as Director of the Company.<br />

(b) To re-elect Mr. Chang See Hiang who retires pursuant to Article 97 of the Articles of Association of the<br />

Company, as Director of the Company.<br />

(c) To re-elect Mr. Ho Kian Guan who retires pursuant to Article 97 of the Articles of Association of the<br />

Company, as Director of the Company.<br />

5. To approve Directors’ Fees of $702,575 for <strong>2006</strong> (2005: $679,863).<br />

6. To re-appoint Messrs. KPMG as Auditors and to authorise the Directors to fix their remuneration.<br />

7. As Special Business:-<br />

To consider and, if thought fit, to pass (with or without modifications) the following resolutions (a), (b) and (c)<br />

as ordinary resolutions:-<br />

(a) That subject to Section 161 of the Companies Act, Cap. 50 of Singapore, the Articles of Association of the<br />

Company and the approval of the relevant Stock Exchange and/or other governmental or regulatory bodies<br />

where such approval is necessary, the Board of Directors of the Company be and is hereby authorised to<br />

allot and issue shares and convertible securities in the Company at any time to such persons, upon such<br />

terms and conditions and for such purposes as the Board of Directors may deem fit PROVIDED ALWAYS<br />

THAT:-<br />

(I) the aggregate number of shares to be issued pursuant to this Resolution does not exceed fifty per<br />

cent. of the issued shares of the Company at the time of the passing of this Resolution, of which<br />

the aggregate number of shares issued other than on a pro rata basis to existing shareholders does<br />

not exceed twenty per cent. of the Company’s issued shares;<br />

(II) (subject to such manner of calculation as prescribed by the Singapore Exchange Securities Trading<br />

Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that<br />

may be issued under sub-paragraph (I) above, the percentage of the issued share capital of the<br />

Company is based on the Company’s issued share capital at the time of passing of this Resolution<br />

after adjusting for:<br />

(i) new shares arising from the conversion or exercise of convertible securities;<br />

136<br />

137<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notice of <strong>Annual</strong> General Meeting<br />

Notice of <strong>Annual</strong> General Meeting<br />

(ii) new shares arising from the exercise of share options or vesting of share awards outstanding<br />

or subsisting at the time of the passing of this Resolution, provided the options or awards<br />

were granted in compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and<br />

(iii) any subsequent consolidation or subdivision of shares; and<br />

(III) (unless revoked or varied by the Company in general meeting) the authority conferred by this<br />

Resolution shall continue in force until the conclusion of the next <strong>Annual</strong> General Meeting of the<br />

Company or the date by which the next <strong>Annual</strong> General Meeting of the Company is required by<br />

law to be held, whichever is the earlier.<br />

(b) That the Board of Directors of the Company be and is hereby authorised to issue and allot from time to<br />

time such number of Shares as may be required to be issued pursuant to the exercise of options granted<br />

under the <strong>Parkway</strong> Share Option Scheme 2001 (“<strong>Parkway</strong> Scheme 2001”) and/or the vesting of awards<br />

under the <strong>Parkway</strong> Performance Share Plan (“Share Plan”) PROVIDED ALWAYS THAT the aggregate number<br />

of Shares to be issued and allotted pursuant to the <strong>Parkway</strong> Scheme 2001 and the Share Plan does not<br />

exceed fifteen per cent. of the total number of issued ordinary shares of the Company from time to time.<br />

(c)(I)That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50 of Singapore (the “Act”),<br />

the exercise by the Directors of all the powers of the Company to purchase or otherwise acquire issued<br />

ordinary shares of the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit (as<br />

hereinafter defined), at such price or prices as may be determined by the Directors from time to time up<br />

to the Maximum Price (as hereinafter defined), whether by way of:-<br />

(i) on-market purchases (each an “On-Market Share Purchase”) on the SGX-ST; and/or<br />

(ii) off-market purchases (each an “Off-Market Share Purchase”) effected in accordance with<br />

any equal access scheme(s) as may be determined or formulated by the Directors as they may<br />

consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act;<br />

and othVerwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the<br />

time being be applicable, be and is hereby authorised and approved generally and unconditionally (the<br />

“Share Purchase Mandate”);<br />

(II)unless varied or revoked by the Company in general meeting, the authority conferred on the Directors<br />

pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to<br />

time during the period commencing from the date of the passing of this Resolution and expiring on the<br />

earlier of:-<br />

(a)<br />

in the case of an On-Market Share Purchase, 105% of the Average Closing Price; and<br />

(b) in the case of an Off-Market Share Purchase, 120% of the Average Closing Price,<br />

“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp<br />

duties, commission, applicable goods and services tax and other related expenses) not exceeding:-<br />

where:-<br />

“Average Closing Price” means the average of the closing market prices of a Share over the last five (5)<br />

Market Days (“Market Day” being a day on which the SGX-ST is open for securities trading), on which<br />

transactions in the Shares were recorded, immediately preceding the date of making the On-Market<br />

Share Purchase or, as the case may be, the date of making an announcement for an offer pursuant to<br />

the Off-Market Share Purchase, and deemed to be adjusted for any corporate action that occurs after<br />

the relevant five (5) Market Days; and<br />

(IV)the Directors of the Company and/or each of them be and are hereby authorised to complete and do<br />

all such acts and things as they and/or he may consider necessary, desirable, expedient, incidental or in<br />

the interests of the Company to give effect to the transactions contemplated and/or authorised by this<br />

Resolution.<br />

8. To transact any other business which may normally be dealt with at an <strong>Annual</strong> General Meeting.<br />

Books Closure & Dividend Payment Date<br />

The Share Transfer Books and Register of Members of the Company will be closed on 23 April 2007 to determine<br />

Members’ entitlements to the final dividend of 5.5 cents less tax.<br />

Duly completed registrable transfers in respect of shares in the Company received up to the close of business at<br />

5:00 pm on 20 April 2007 by the Company’s Share Registrar, M & C Services Private Limited of 138 Robinson Road<br />

#17-00, The Corporate Office, Singapore 068906, will be registered to determine Members’ entitlements to such<br />

dividend. Members whose Securities Accounts with the Central Depository (Pte) Ltd are credited with shares in the<br />

Company as at 5:00 pm on 20 April 2007 will be entitled to such proposed dividend.<br />

The proposed final dividend, if approved at the Thirty-Fourth <strong>Annual</strong> General Meeting, will be paid on 2 May<br />

2007.<br />

(i) the date on which the next <strong>Annual</strong> General Meeting of the Company is held; or<br />

(ii) the date by which the next <strong>Annual</strong> General Meeting of the Company is required by law to be held;<br />

or<br />

(iii) the date on which the purchase of Shares by the Company pursuant to the Share Purchase Mandate<br />

is carried out to the full extent mandated;<br />

(III)in this Resolution:-<br />

“Prescribed Limit” means ten per cent. (10%) of the total number of issued ordinary shares of the<br />

Company as at the date of the passing of this Resolution; and<br />

By Order of the Board<br />

June Tay Kwok Fung<br />

Ho Li Li<br />

Company Secretaries<br />

Singapore, 23 March 2007<br />

138<br />

139<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


Notice of <strong>Annual</strong> General Meeting<br />

Notes:<br />

1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxy to<br />

attend and vote instead of him save that no such limit shall be imposed on the number of proxies appointed<br />

by members which are nominee companies. A proxy need not be a member of the Company.<br />

PARKWAY HOLDINGS LIMITED<br />

(Incorporated in the Republic of Singapore)<br />

(Co. Reg. No. 197400320R)<br />

PROXY FORM<br />

IMPORTANT<br />

For investors who have used their CPF monies to buy the shares of <strong>Parkway</strong><br />

Holdings Limited, this <strong>Annual</strong> <strong>Report</strong> is sent to them at the request of their<br />

CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. This<br />

Proxy Form is not valid for use by CPF investors and shall be ineffective for<br />

all intents and purposes if used or purported to be used by them.<br />

2. Where a member appoints more than one proxy, the Company may treat the appointments as invalid unless<br />

the member specifies the proportion of his shareholding (expressed as a percentage of the whole) to be<br />

represented by each proxy.<br />

3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at No.<br />

1 Grange Road #11-01, Orchard Building, Singapore 239693 not less than 48 hours before the time appointed<br />

for the <strong>Annual</strong> General Meeting.<br />

4. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly<br />

authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must<br />

be executed either under its seal or under the hand of an officer or attorney duly authorised.<br />

5. Mr. Chang See Hiang and Mr Ho Kian Guan if re-elected, will remain as independent members of the Audit<br />

Committee.<br />

Explanatory Notes on special business to be transacted<br />

6. (a) The ordinary resolution proposed in item 7 (a) above, if passed, will empower the Board of Directors of<br />

the Company, from the date of the above Meeting until the next <strong>Annual</strong> General Meeting, to issue shares<br />

in the Company up to an amount not exceeding in total fifty per cent. (50%) of the issued shares of the<br />

Company for the time being for such purposes as they consider would be in the interest of the Company.<br />

This authority will, unless revoked or varied at a general meeting, expire at the next <strong>Annual</strong> General<br />

Meeting of the Company.<br />

(b) The ordinary resolution proposed in item 7 (b) above, if passed, will enable the Board of Directors of the<br />

Company, from the date of the above Meeting until the next <strong>Annual</strong> General Meeting, to issue shares in<br />

the Company up to an amount not exceeding in total fifteen per cent. (15%) of the issued shares of the<br />

Company for the time being pursuant to the exercise of the options under the <strong>Parkway</strong> Scheme 2001<br />

and/or the vesting of awards under the Share Plan. This authority will, unless revoked or varied at a general<br />

meeting, expire at the next <strong>Annual</strong> General Meeting of the Company.<br />

(c) The ordinary resolution proposed in item 7 (c) above, if passed, will enable the Board of Directors of<br />

the Company, from the date of the above Meeting until the next <strong>Annual</strong> General Meeting, or the date<br />

by which the next <strong>Annual</strong> General Meeting is required by law to be held, or the date on which the<br />

purchase of shares by the Company pursuant to the Share Purchase Mandate is carried out to the full<br />

extent mandated, whichever is earlier, to purchase ordinary shares of the Company by way of on-market<br />

purchases or off-market purchases of up to ten per cent. (10%) of the issued shares of the Company at<br />

the Maximum Price. The Company intends to use internal sources of funds or external borrowings, or a<br />

combination of internal resources and external borrowings to finance its purchase of Shares pursuant to<br />

the Share Purchase Mandate. The amount of funding required for the Company to purchase or acquire its<br />

Shares and the financial impact on the Company and the Group arising from purchases of Shares cannot<br />

be ascertained as at the date of this Notice as these will depend on, inter alia, the aggregate number<br />

of Shares purchased or acquired, the consideration paid at the relevant time and the amount (if any)<br />

borrowed by the Company to fund the purchase. The rationale for, the authority and the limitation on,<br />

and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share<br />

Purchase Mandate on the audited financial statements of the Group and the Company for the financial<br />

year ended 31 December <strong>2006</strong> (for illustrative purposes only) are set out in greater detail in the Appendix<br />

to the Notice of <strong>Annual</strong> General Meeting.<br />

I/We,<br />

of<br />

being a Member(s) of <strong>Parkway</strong> Holdings Limited hereby appoint<br />

of<br />

or failing him,<br />

of<br />

as my / our proxy to attend and to vote for me / us on my / our behalf and, if necessary, to demand a poll at the<br />

Thirty-Fourth <strong>Annual</strong> General Meeting of the said Company to be held at The Lecture Theatre, Level 3, Gleneagles<br />

Hospital, 6A Napier Road, Singapore 258500 on Thursday, 12 April 2007 at 11.00 am and at any adjournment<br />

thereof.<br />

NO. RESOLUTIONS BY SHOW OF HANDS BY POLL<br />

1 Adoption of Directors’ <strong>Report</strong>, Audited Accounts and<br />

Auditors’ <strong>Report</strong>.<br />

2 Declaration of Final Dividend of 5.5 cents less tax.<br />

3 Re-election of Director under Article 83<br />

a. Mr Ranvir Dewan<br />

b. Mr Steven Joseph Schneider<br />

4 Re-election of Director under Article 97<br />

a. Dr. Lim Cheok Peng<br />

b. Mr. Chang See Hiang<br />

c. Mr. Ho Kian Guan<br />

5 Approval of Directors’ fees for <strong>2006</strong>.<br />

6 Appointment of Auditors and fixing of their remuneration.<br />

7 Special Businesses:<br />

a. Authority to issue and allot shares pursuant to Section<br />

161 of the Companies Act, Cap.50.<br />

b. Authority to issue and allot shares pursuant to the exercise<br />

of options under the <strong>Parkway</strong> Share Option Scheme<br />

2001 and the vesting of awards under the <strong>Parkway</strong><br />

Performance Share Plan<br />

c. Approval of the renewal of the Share Purchase Mandate.<br />

8 Any Other Business.<br />

For*<br />

Against*<br />

No. of<br />

Votes For**<br />

* Please indicate your vote “For” or “Against” with a “¸” within the box provided.<br />

** If you wish to exercise all your votes “For” or “Against”, please indicate with a “¸” within the box provided.<br />

Alternatively, please indicate the number of votes “For” or “Against” each resolution within the box provided.<br />

No. of Votes<br />

Against**<br />

If the Form of Proxy contains no indication as to how the proxy should vote in relation to each resolution, the proxy will vote or abstain as the<br />

proxy deems fit.<br />

As witness my/our hand(s)<br />

Dated this day of 2007<br />

140<br />

(Signature or Common Seal of Member)<br />

Total number of Shares in<br />

CDP Register<br />

Register of Members<br />

Number of Shares<br />

PARKWAY HOLDINGS LIMITED<br />

ANNUAL REPORT <strong>2006</strong>


PROXY FORM<br />

Notes:<br />

1. Please insert the total number of Shares held by you. If you only have Shares entered against your name in<br />

the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that<br />

number of Shares. If you only have Shares registered in your name in the Register of Members, you should<br />

insert that number of Shares. If you have Shares entered against your name in the Depository Register and<br />

Shares registered in your name in the Register of Members, you should insert the aggregate number of<br />

Shares entered against your name in the Depository Register and registered in your name in the Register of<br />

Members. If no number is inserted, this instrument of Proxy will be deemed to relate to all the Shares held by<br />

you.<br />

2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two<br />

proxies to attend and vote instead of him save that no such limit shall be imposed on the number of proxies<br />

appointed by members which are nominee companies. A proxy need not be a member of the Company.<br />

3. Where a member appoints more than one proxy, the Company may treat the appointments as invalid unless<br />

the member specifies the proportion of his shareholding (expressed as a percentage of the whole) to be<br />

represented by each proxy.<br />

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company<br />

at No. 1 Grange Road #11-01, Orchard Building, Singapore 239693 not less than 48 hours before the time<br />

appointed for the <strong>Annual</strong> General Meeting.<br />

5. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney<br />

duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation,<br />

it must be executed either under its seal or under the hand of an officer or attorney duly authorised.<br />

6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the<br />

power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration<br />

with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as<br />

invalid.<br />

7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete,<br />

improperly completed or illegible or where the true intentions of the appointer are not ascertainable from<br />

the instructions of the appointer specified in the instrument appointing a proxy or proxies. In addition, in<br />

the case of members whose Shares are entered against their names in the Depository Register, the Company<br />

may reject any instrument appointing a proxy or proxies lodged if such member is not shown to have Shares<br />

entered against his/its name in the Depository Register 48 hours before the time appointed for holding the<br />

<strong>Annual</strong> General Meeting as certified by The Central Depository (Pte) Limited to the Company.<br />

8. A corporation which is a member may authorise by resolution of its directors or other governing body such<br />

person as it thinks fit to act as its representative at the <strong>Annual</strong> General Meeting in accordance with Section<br />

179 of the Companies Act, Cap. 50. The representative attending the meeting must produce evidence of his<br />

authority.<br />

PARKWAY HOLDINGS LIMITED

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!